Treatment of Time Warner Equity-Based Awards Sample Clauses

Treatment of Time Warner Equity-Based Awards. 7.2.2.1 You will be considered to be retirement-eligible for purposes of all Time Warner equity-based awards other than the Make Whole Equity Awards based on your service with the Company and its affiliates prior to the Effective Date and if, prior to the Term Date and the Spin-off, your employment is terminated other than pursuant to Sections 4.1, 4.2, 5 or 6 (and you have not received nor provided notice of termination of employment pursuant to Sections 4.1, 4.2 or 5), then (i) your outstanding unvested Time Warner stock options (other than the Make Whole Stock Options) as of your retirement date shall immediately vest and become exercisable as of such date and, together with your other then outstanding vested Time Warner stock options, shall remain exercisable for a period of five (5) years following such date (but not beyond the end of their original term); and (ii) your outstanding grants of Time Warner restricted stock units (other than the Make Whole RSUs) and other equity-based awards shall vest on your retirement date, and your restricted stock units shall be settled within sixty (60) days of such date.
Sample 1
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Treatment of Time Warner Equity-Based Awards. 7.2.2.1 If your employment is terminated pursuant to Section 4.2 prior to the Term Date and the Spin-off, then, subject to Section 4.4, all outstanding Time Warner equity-based awards that you then hold shall be treated as determined by the Time Warner Compensation Committee, except that, to the extent applicable, (i) your outstanding and unvested Make Whole Stock Options shall continue to vest through the earlier of the Severance Term Date or the Equity Cessation Date, and upon the Severance Term Date or, if earlier, the Equity Cessation Date, all such stock options that remain outstanding and unvested shall immediately vest and become exercisable, and all then outstanding Make Whole Stock Options will remain exercisable for a period of three (3) years following the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the end of their original term); and (ii) your Make Whole RSUs that are unvested and outstanding as of the Effective Termination Date shall immediately vest and be settled within sixty (60) days of the Effective Termination Date. If your employment is terminated as a result of a termination pursuant to Section 4.3, Section 5 or Section 6, all Time Warner equity-based awards that you then hold shall be treated as determined by the Time Warner Compensation Committee, except that, to the extent applicable, your Make Whole Equity Awards will be treated as provided in such respective section. In addition, if the Company ceases to be a direct or indirect subsidiary of Time Warner for any reason other than the Spin-Off, provided that your employment with the Company has not previously terminated for any reason prior to such date, unless your Make Whole Awards are assumed or replaced in connection with the applicable transaction (with equitable adjustments that are consistent with those required by Section 7.2.2.2), then solely for purposes of clauses (i) and (ii) of this Section 7.2.2.1, your employment will be deemed to have terminated pursuant to Section 4.2 on the date that the Company ceases to be a direct or indirect subsidiary of Time Warner.
Sample 1

Related to Treatment of Time Warner Equity-Based Awards

  • Equity-Based Awards For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2014 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”).

  • Other Equity Awards Except as set forth in Sections 8(a)(iii) and 8(a)(iv), performance share awards and all other equity awards granted to the Executive by the Company which remain outstanding immediately prior to the date of termination of the Executive’s employment, as provided in Section 7(b), shall vest and be settled in accordance with their terms. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(a) except as set forth in Section 12.

  • Stock-Based Awards The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).

  • Stock Option Awards During the Term, the Executive shall be eligible for awards of options to purchase shares of the Company’s common stock (the “Stock Options”), such Stock Options to be awarded in the sole discretion of the Compensation Committee and in accordance with the terms of the Company’s Stock Option Plan, as such Stock Option Plan may be amended, suspended or terminated from time to time.

  • Equity Incentive Awards Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board. In the event of a Change of Control (as defined in the Redwood Trust, Inc. Executive Deferred Compensation Plan) in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Other Stock-Based Awards The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares), in such amounts (subject to Article IV) and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Option Awards The Company represents and warrants to the Executive that all shares issued pursuant to any equity award granted to the Executive by the Company, upon issuance to the Executive, will be duly authorized, fully paid and non-assessable. A sufficient number of shares for each such equity award will be properly reserved.

  • Vesting of Awards In the event of a Change in Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace awards granted to the Executive under the terms of the 2013 Equity Plan that are outstanding as of the Change in Control, and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards granted to the Executive under the terms of the 2013 Equity Plan are not continued, assumed or replaced in connection with a Change in Control, then the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. With respect to outstanding awards granted to the Executive under the terms of the 2013 Equity Plan that are subject to performance-based vesting conditions, the level of achievement of the performance-based vesting conditions shall be measured consistent with the original terms of the award to preserve the intent of the metrics, and to the extent performance can no longer be reasonably measured consistent with the original terms, the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. The reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

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