Time-Based Awards. [The Award shall vest on the following dates (the “Vesting Dates”), provided that Participant remains employed by the Company on the applicable Vesting Date as set forth in Section 2(b) of this Agreement: Date Shares Vesting [●] [●] [●] [●] [●] [●] [●] [●] If and to the extent provided in an employment, change of control, severance or similar agreement executed by the Participant and the Company or by a determination by the Administrator, in each case pursuant and subject to Section 15 of the Plan, this Award may become fully-vested and exercisable in connection with a Change of Control as defined in Section 1(f) of the Plan. Subject to such other terms and conditions set forth in this Agreement, the Participant shall not be entitled to the issuance of shares of stock for any portion of the restricted stock units subject to this Award until the Administrator determines the number of restricted stock units, if any, which have vested.] **OR**
Time-Based Awards. [The Shares subject to this Award shall remain subject to forfeiture until the following dates (the “Vesting Dates”), provided that Participant remains employed by the Company on the applicable Vesting Date as set forth in Section 2(b) of this Agreement.
Time-Based Awards. Immediately upon the Executive’s Termination Date, the portion of the Executive’s unvested Time-Based Awards that is scheduled to vest during the twelve (12) month period beginning on the Termination Date shall immediately vest and, for such Time-Based Awards other than Stock Options, be paid on the Payment Date.
Time-Based Awards. [The Award shall vest on the following dates (the “Vesting Dates”), provided that Participant remains employed by the Company on the applicable Vesting Date as set forth in Section 2(b) of this Agreement:
Time-Based Awards. At the Effective Time, the right to receive shares of Company Common Stock or cash in respect of outstanding time-based restricted stock units under the Company Stock Plans (each, a “Time-Based Award”), whether or not vested, shall be cancelled and shall only entitle the holder of such Time-Based Award to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than three (3) Business Days after the Effective Time), a cash payment from Parent or the Surviving Entity equal to (i) the number of shares of Company Common Stock issuable pursuant to the Time-Based Award, multiplied by (ii) the Merger Consideration, less any required withholding taxes.
Time-Based Awards. A portion of the shares underlying the Inducement Awards will be issued pursuant to time-based awards comprised of the following: (x) an option to purchase up to 388,125 shares of common stock (the “Time-based Options”); and (y) restricted stock units representing the right to receive a total of up to 388,125 shares (the “Time-based RSUs”). The Time-based Options shall vest in three equal installments on the anniversary of the Commencement Date, subject to the Executive’s continued employment with the Company through each applicable vesting date. The Time-based RSUs shall vest with respect to 98,500 shares as of December 31, 2018, with the remainder vesting in three equal installments on the first, second and third anniversaries of the Commencement Date, subject to the Executive’s continued employment with the Company through each applicable vesting date.
Time-Based Awards. Provided the Executive remains employed with the Company through the Transaction Date, the Executive’s outstanding time-based awards with respect to the 2011 LTIP to the extent unvested as of the Transaction Date (“2011 Time-Based Awards”) shall be forfeited and the Company shall pay to the Executive instead an amount in cash equal to the amount the Executive would have received had all of the 2011 Time-Based Awards vested as of December 31, 2013. Such cash amount shall be paid at such time as the 2011 Time Based Awards are generally paid to plan participants.
Time-Based Awards. Notwithstanding anything to the contrary in any applicable option agreement, LTIP Unit agreement, other stock-based or other incentive award agreement, or any FIAP Award (“Award Agreements”), all stock options and other stock, LTIP, FIAP or incentive-based awards (“Awards”) held by the Senior Officer that are scheduled to vest solely based on the Senior Officer’s continued employment through each applicable vesting date shall immediately accelerate and become fully exercisable or nonforfeitable as of the date of termination. The Senior Officer shall be entitled at his/her option, or the option of his/her estate or his/her personal representative, within 18 months of the date of such termination (or expiration of their initial term, if earlier), to exercise any options which have vested (including, without limitation, by acceleration in accordance with the terms hereof, the applicable option grant agreement or plan) and are exercisable in accordance with the terms of the applicable option grant agreement or plan and/or any other methods or procedures for exercise applicable to optionees or to require the Company (upon written notice delivered within 180 days following the date of the Senior Officer’s termination), to repurchase all or any portion of the Senior Officer’s vested options to purchase Common Shares at a price equal to the difference between the Repurchase Fair Market Value (as hereinafter defined) of the Common Shares for which the options to be repurchased are exercisable and the exercise price of such options as of the date of the Senior Officer’s termination of employment. In the event of a conflict between any option grant agreement or plan and this Agreement, the terms of this Agreement shall control. For purposes of this Agreement, “Repurchase Fair Market Value” shall mean the average of the closing price on the New York Stock Exchange (or such other exchange on which the Common Shares Exhibit 10.7 are primarily traded) of the Common Shares on each of the trading days within the twenty (20) days immediately preceding the date of termination of the Senior Officer’s employment.
Time-Based Awards. Each outstanding equity award, including, without limitation, each stock option and restricted stock award, (but, notwithstanding anything herein to the contrary, excluding the Performance Option Award, which is addressed below) held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to one hundred percent (100%) of shares subject thereto.
Time-Based Awards. Subject to Sections 2(e), (f) and (g), 3, 4 and 5, Executive shall vest in a total of 18,439 time-based restricted stock units and profits interest units under the Time-Based Restricted Stock Units Award Agreements and Time-Based Profits Interest Units Award Agreements issued by Parent effective January 1, 2018, January 1, 2019 and January 1, 2020, with vesting occurring as if Executive had incurred a “Qualifying Termination” (as defined in such agreements) on January 1, 2021, and which vested units shall be paid when required by the terms of such agreements. The 18,439 units are comprised of 7,553 units under the January 1, 2018 award agreement, 6,879 units under the January 1, 2019 award agreement and 4,007 units under the January 1, 2020 award agreement.
