Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxx X Sample Clauses

Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxxx 31 SECTION 15.03. Replacement Time Equity Compensation Awards 32 SECTION 15.04. Tax Withholding and Reporting 32 SECTION 15.05. Reports 33 SECTION 15.06. Recharge Agreements 33 Administrative Costs and Benefit Plan Reimbursements
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Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxxx 31 SECTION 15.03. Replacement Time Equity Compensation Awards 32 SECTION 15.04. Tax Withholding and Reporting 32 SECTION 15.05. Reports 34 SECTION 15.06. Recharge Agreements 34 ARTICLE XVI Administrative Costs and Benefit Plan Reimbursements SECTION 16.01. Time Reimbursement of TWX for Post-Separation Administrative Services 34 SECTION 16.02. Pre-Separation Benefit Plan Matters 35 SECTION 16.03. Benefit Plan Indemnification 35 ARTICLE XVII Cooperation; Production of Witnesses; Works Councils SECTION 17.01. Cooperation 36 SECTION 17.02. Production of Witnesses; Records; Further Cooperation 36 SECTION 17.03. Works Councils; Employee and Service Provider Notices 37 ARTICLE XVIII Reimbursements SECTION 18.01. Reimbursements by the Time Group 38 SECTION 18.02. Reimbursements by the TWX Group 38 SECTION 18.03. Invoices 39 ARTICLE XIX Termination SECTION 19.01. Termination 39 SECTION 19.02. Effect of Termination 39 ARTICLE XX Indemnification SECTION 20.01. Incorporation of Indemnification Provisions of Separation Agreement 39 ARTICLE XXI Further Assurances and Additional Covenants SECTION 21.01. Further Assurances 39 ARTICLE XXII Miscellaneous SECTION 22.01. Administration 40 SECTION 22.02. Employment Tax Reporting Responsibility 40 SECTION 22.03. Data Privacy 41 SECTION 22.04. Confidentiality 41 SECTION 22.05. Counterparts; Entire Agreement; Corporate Power 42 SECTION 22.06. Governing Law; Jurisdiction 43 SECTION 22.07. Assignability 43 SECTION 22.08. No Third-Party Beneficiaries 43 SECTION 22.09. Notices 43 SECTION 22.10. Severability 44 SECTION 22.11. Headings 45 SECTION 22.12. Survival of Covenants 45 SECTION 22.13. Waivers of Default 45 SECTION 22.14. Specific Performance 45 SECTION 22.15. Amendments 45 SECTION 22.16. Interpretation 45 EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2014, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and TIME INC., a Delaware corporation (“Time”, and together with TWX, the “Parties”). WHEREAS the Parties are entering into the Separation and Distribution Agreement (the “Separation Agreement”) concurrently herewith, pursuant to which TWX intends to distribute to its shareholders its entire interest in Time by way of a stock dividend to be made to holders of TWX Common Stock (as defined below) (the “Distribution”);

Related to Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxx X

  • Equity Compensation Acceleration Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of all then outstanding stock options (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive.

  • Equity Compensation Executive will continue to be eligible to receive stock and option grants, and other equity compensation awards (“Awards”), as determined by the Board or any committee thereof in the Board’s or such committee’s sole discretion.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • Initial Equity Grant No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Company.

  • Annual Equity Grant During the first fiscal quarter of each year, or such other time as the Board, in its discretion, may determine, the Employee will receive an annual equity grant with a target value, measured as of the grant date, equal to the percentage of the Employee’s Salary determined by the Board or its designated committee, which for 2021 shall be 80% (the “Annual Equity Grant”). One-half of the Annual Equity Grant is expected to be in the form of restricted stock units or restricted share units with no performance restrictions or metrics associated with them, and which are expected to vest in three equal increments on each of the first, second and third anniversaries of the grant date. The other one-half of the Annual Equity Grant is expected to be in the form of performance shares or performance restricted stock units, which will have Board-determined performance restrictions and metrics associated with them. The determination of how many of those performance shares or performance restricted stock units have been earned will be made by the Board on or about the first anniversary of the grant date, based on the financial performance of the Company during the prior fiscal year, and any performance shares or performance stock units deemed by the Board to be earned are expected to vest in two equal increments on or about each of the second and third anniversaries of the grant date. Notwithstanding any other provision of this Agreement to the contrary, the determination of whether and when to make any Annual Equity Grant to Employee, and the design, nature and amount of any such Annual Equity Grant, shall be determined by the Board in its discretion. All Annual Equity Grants to Employee shall be subject to the terms of the grant agreement between Employer and Employee. In the event of a Change of Control, the Board or its designated committee will determine the manner in which any unvested restricted shares, performance shares, restricted stock units or other unvested equity grants will be treated, with respect to the amount and timing of the vesting of such unvested equity, to the extent that the same is not already addressed in the terms of the applicable grant agreement between the Employer and Employee.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

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