Time-Based Equity Awards Sample Clauses

Time-Based Equity Awards. If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in the greater of (i) an additional 50% of the unvested and outstanding option shares and shares granted pursuant to other equity-based awards that vest solely based on Executive’s continuous Service to the Company (collectively, the “Time-Based Equity Awards”) measured as of the date of the Involuntary Termination or (ii) a number of shares subject to the outstanding Time-Based Equity Awards determined as if the Executive had completed an additional eighteen months of continuous Service measured from the date of the Involuntary Termination.

Time-Based Equity Awards. The Time-Based Equity Awards shall fully vest on the 5th anniversary of the Effective Date, provided that the Executive remains continuously employed for the entire vesting period by the Corporation through such 5th anniversary. Any unvested Time-Based Equity Awards shall be forfeited as of the date of Executive’s termination of employment if such termination occurs for any reason prior to the 5th anniversary of the Effective Date, except as otherwise provided in Sections 3.3(d) and 4.1(iii) of the Agreement.

Time-Based Equity Awards. The vesting of all Time-Based Equity Awards shall accelerate in full upon the Termination Date.

Time-Based Equity Awards. On the Payment Commencement Date, full vesting of all of the Executive’s equity awards under any Stock Plan or similar program to the extent such equity awards are subject to a time-based vesting schedule (the “Time-Based Equity Awards”). In addition, any termination or forfeiture of the Time-Based Equity Awards that otherwise would have occurred on or before the Payment Commencement Date will be delayed until the Payment Commencement Date and will only occur to the extent the Time-Based Equity Awards do not vest pursuant to the Plan (i.e., forfeiture will only occur if the Executive does not sign the Release (as defined below), or the revocation period with respect to the Release has not expired, on or before the Payment Commencement Date). The parties hereto agree that all of the Time-Based Equity Awards that were outstanding as of the date hereof and are not otherwise scheduled to vest pursuant to their terms prior to the Separation Date are set forth and identified as such on Schedule A attached hereto.

Time-Based Equity Awards. Vesting of a prorated percentage of each (if any) of Executive’s outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock that are scheduled to vest in the year that includes the termination date. The prorated percentage will be determined by on a grant-by-grant basis by dividing (A) the number of days during the fiscal year for which Executive remained an employee of the Company, by (B) the number of days from the first day of the fiscal year through the scheduled vesting date during the year of termination. The number of shares vesting (if any) will be rounded to the nearest whole share. As an example only, if Executive remains an employee for the first 30 days of the year that includes the termination date, and 100 shares of a time-based RSU were scheduled to vest on the 90th day of that fiscal year, Executive would receive vesting of thirty-three of the shares that were scheduled to vest on the 90th day. For the avoidance of doubt, the vesting provided in this Section 3(a)(iii) applies only to the portion of an award that is scheduled to vest in the year of termination. No vesting will be provided under this Section 3(a)(iii) with respect to any shares that are scheduled to vest after the year of Executive’s termination.

Time-Based Equity Awards. On your Hire Date, you will be granted one-time equity awards as follows: i. An award equal to the total value of Two Million Five Hundred Thousand Dollars and Zero Cents ($2,500,000.00). This grant will consist of Restricted Stock Units (“RSUs”) in the number based on the grant-date Company stock price to equal the total award value. For illustration, if the grant-date Company stock price is $5.00, the Company would award 500,000 RSUs. These RSUs shall vest 1/4th on the first anniversary date of your first day of employment and the remaining 3/4ths shall vest ratably on a quarterly basis over a three year period thereafter, subject to your continued employment on each such vesting date. ii. An award equal to the total value of One Million One Hundred Seventy-Four Thousand Ninety-One Dollars and Zero Cents ($1,174,091.00). This grant will consist of non-qualified stock options (“Options”) in number based on the grant-date Company stock price to equal the total award value and the Black-Scholes value as commonly known and defined. For illustration, if the grant-date Company stock price is $5.00 and Black-Scholes value is 47%, the Company would award 500,000 Options. These Options shall vest 1/4th on each of the first four anniversary dates of your first day of employment, subject to your continued employment on each such vesting date.

Time-Based Equity Awards. The unvested portions of the Executive’s (i) options to purchase shares of Company common stock granted on September 25, 2014, Februa1y 5, 2015, and February 26, 2016 (collectively, the “Time-Based Options”) and (ii) restricted stock unit awards granted on March 11, 2015 and Februa1y 26,2016 (together, the “RSU Awards”) at the time of the Effective Date shall continue to vest in accordance with the original vesting schedule of the applicable Time-Based Option or RSU Award while Executive is providing services to the Company pursuant to the Consulting Agreement. In addition, the vesting of the Time-Based Options and the RSU Awards shall accelerate upon the Effective Date in respect of that number of shares of Company common stock underlying such Time-Based Options and RSU Awards that would have vested had Executive’s employment with the Company continued through the nine-month anniversary of the Completion Date, in each case, as set forth on Exhibit A attached hereto. Should Executive satisfy the Consulting Agreement July 31, 2017, then a total of 28,434 options at a strike price of $8.04, 13,949 options at a strike price of $11.78, and 12,838 options at a strike price of $3.65 and 6,125 RSUs will vest on or before July 31, 2017. Any portion of the Time-Based Options and RSU Awards that remains unvested as of the Completion Date shall thereupon be forfeited for no consideration except as set forth in this paragraph. The vested portion of the Time-Based Options shall remain exercisable through the three-month anniversary of the Completion Date. Any vested Time-Based Options not exercised prior to the three-month anniversary of the Completion Date under the Consulting Agreement shall thereupon be forfeited. Executive acknowledges and agrees that to the extent any of Executive’s options to purchase Company common stock have an exercise price per share lower than the closing trading price of the Company’s common stock on the date this agreement is executed, such options shall cease to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date this Agreement is signed. Executive further acknowledges and agrees that any options to purchase Company common stock that remain unexercised as of the three-month anniversary of the Effective Date shall thereupon constitute a non-qualified stock option.

Time-Based Equity Awards. Section 3(a)(iii) of the Change of Control and Severance Agreement is hereby amended and restated in its entirety as follows: “Time-Based Equity Awards. Vesting of each (if any) of Executive’s then outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock that are scheduled to vest in the twelve (12)-month period that immediately follows the date of such termination of employment (disregarding any accelerated vesting provisions). For the avoidance of doubt, the vesting provided in this Section 3(a)(iii) applies only to the portion of an award that is scheduled to vest in the twelve (12)-month period that immediately follows the date of Executive’s termination of employment. No vesting will be provided under this Section 3(a)(iii) with respect to any shares that are scheduled to vest more than twelve (12) months following the date of Executive’s termination of employment.

Time-Based Equity Awards. Vesting of a prorated percentage of each (if any) of Executive’s outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock that are scheduled to vest in the year that includes the termination date. The prorated percentage will be determined by on a grant-by-grant basis by dividing (A) the number of days during the fiscal year for which Executive remained an employee of the Company, by (B) the number of days from the first day of the fiscal year through the scheduled vesting date during the year of termination. The number of shares vesting (if any) will be rounded to the nearest whole share. As an example only, if Executive remains an employee for the first thirty (30) days of the year that includes the termination date, and one hundred (100) shares of a time-based RSU award were scheduled to vest on the 90th day of that fiscal year, Executive would receive vesting of thirty-three (33) of the shares that were scheduled to vest on the 90th day. For the avoidance of doubt, the vesting provided in this Section 3(a)(iii) applies only to the portion of an award that is scheduled to vest in the year of termination. No vesting will be provided under this Section 3(a)(iii) with respect to any shares that are scheduled to vest after the year of Executive’s termination. Notwithstanding the foregoing, one hundred percent (100%) of Executive’s outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock that were converted from equity awards covering shares of common stock of Nuance Communications, Inc. (“Nuance”) in the spin-off of the Company from Nuance will become vested in full if such termination occurs on or before September 30, 2020.