Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan); (ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option"); (iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”); (iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and (v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes: (1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation; (2) the approval by the Board of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or (3) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretion.
Appears in 1 contract
Samples: Stock Option Agreement (Coil Tubing Technology, Inc.)
Vesting Period. (i) Options to purchase 1,667 shares The Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on [third anniversary of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 grant date} (the “2014 OptionVesting Date”, ). During the period beginning on the Grant Date and together with ending on the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan Vesting Date (the “PlanVesting Period”) the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued certificates for the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). [Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), which includes:
(1) the adoption of a plan of merger or consolidation of Restriction Period applicable to the Company with any other corporation or association Restricted Stock Units shall lapse as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretionControl.
Appears in 1 contract
Samples: Restricted Stock Units Award Agreement (Ingredion Inc)
Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (ione-third of the Option will vest on February 8, 2020, one-third will vest on February 8, 2021, and the final one-third will vest on February 8, 2022). The Option shall remain exercisable until February 7, 2029. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) Options of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to purchase 1,667 Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares common stock that are registered under Section 12 of the Company's Common Stock vested Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to Holder on December 14, 2011 (the "2011 Option");
(iiiwhich Section 5.8(a)(2) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”Plan applies);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder become immediately upon the occurrence of a "Change exercisable in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes:
(1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock available under the voting capital stock of the surviving or resulting corporation;
Option (2if still outstanding) the approval by number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the Board event of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directorsany such substitution, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) purchase price per share in the case the Holder is a Director of the Company on Option shall be appropriately adjusted by the Grant DateCommittee (whose determination shall be final, binding and conclusive), such adjustments to be made in the date such Director ceases to serve as a Director case of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretion.Option without an increase
Appears in 1 contract
Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (ione-third of the Option will vest on February 4, 2021, one-third will vest on February 4, 2022, and the final one-third will vest on February 4, 2023). The Option shall remain exercisable until February 3, 2030. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) Options of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to purchase 1,667 Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares common stock that are registered under Section 12 of the Company's Common Stock vested Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to Holder on December 14, 2011 (the "2011 Option");
(iiiwhich Section 5.8(a)(2) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”Plan applies);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder become immediately upon the occurrence of a "Change exercisable in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes:
(1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock available under the voting capital stock of the surviving or resulting corporation;
Option (2if still outstanding) the approval by number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the Board event of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directorsany such substitution, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) purchase price per share in the case the Holder is a Director of the Company on Option shall be appropriately adjusted by the Grant DateCommittee (whose determination shall be final, binding and conclusive), such adjustments to be made in the date such Director ceases to serve as a Director case of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretion.Option without an increase ACTIVE 253423301
Appears in 1 contract
Vesting Period. The restrictions on the Performance Shares shall lapse as follows:
(a) 190,000 shares of the Performance Shares (the “Tranche 1 Shares”) shall no longer be subject to the restrictions set forth herein (i) Options to purchase 1,667 shares on the date that the trading price of the Company's Common Stock vested equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis); provided, however, to Holder the extent the vesting requirements are satisfied prior to November 1, 2005, the restrictions set forth herein shall lapse on November 301, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
2005, (ii) Options to purchase 100,000 shares on the date of a Change of Control (as defined in the Employment Agreement) of the Company's Common Stock vested to Holder on December 14Corporation, 2011 (the "2011 Option");
or (iii) Options to purchase 100,000 shares if the Board of Directors approves, in its sole discretion, the vesting of the Company's Tranche 1 Shares. The number of shares granted shall be adjusted for changes in the Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares as outlined in Section 18.4 of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 target share price shall be adjusted for changes in the Common Stock Incentive Plan as determined by the Committee in its sole discretion; and
(b) 190,000 shares of the Performance Shares (the “PlanTranche 2 Shares”)) shall no longer be subject to the restrictions set forth herein (i) on the date that the stock price of the Common Stock equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant; provided, which includes:
however, to the extent the vesting requirements are satisfied prior to November 1, 2005, the restrictions set forth herein shall lapse on November 1, 2005, (1ii) on the adoption date of a plan Change of merger or consolidation Control of the Company with Corporation if the stock price of the Common Stock equals or exceeds thirty two dollars ($32.00) per share on the New York Stock Exchange (or any other corporation or association as a result of national securities exchange on which such Common Stock may then be traded) immediately prior to the holders consummation of the voting capital stock Change of Control of the Company as a group would receive less than 50% of the voting capital stock of the surviving Corporation, or resulting corporation;
(2iii) the approval by if the Board of Directors approves, in its sole discretion, the vesting of the Company Tranche 2 Shares. In the event the Restricted Stockholder’s termination of an agreement providing employment is deemed to be a Termination for Cause (as defined in the sale Employment Agreement) or transfer of substantially a Termination Not for Good Reason (as defined in the Employment Agreement), the Restricted Stockholder will surrender all the assets of the Company; or
(3) unvested Tranche 2 Shares issuable pursuant to the terms hereof. The number of shares granted shall be adjusted for changes in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% Common Stock as outlined in Section 18.4 of the Company's voting capital stock by any person within Stock Incentive Plan and the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder target share price shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) be adjusted for changes in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), Common Stock as determined by the Board of Directors of the Company Committee in its sole discretion.
Appears in 1 contract
Vesting Period. (i) Options to purchase 1,667 shares The Restricted Stock Units awarded and/or credited under this Award Agreement will vest in three equal installments on the first three anniversaries of the Company's Common Stock date of grant (one-third will vest on March 16, 2022, one-third will vest on March 16, 2023, and the final one-third will vest on March 16, 2024) and will become fully vested to Holder on November 30March 16, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 2024 (the “2014 OptionVesting Date”, ). During the period beginning on the Grant Date and together with ending on the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan Vesting Date (the “PlanVesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which includes:
were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (1but in no event later than thirty (30) days following the adoption Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a plan of merger Change in Control pursuant to Section 5.8(b)(3) or consolidation (4) of the Company Plan in connection with any other corporation or association which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Restricted Stock Units shall lapse as a result of such Change in Control upon the earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or the termination of your employment by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretion.Control.
Appears in 1 contract
Samples: Restricted Stock Units Award Agreement (Ingredion Inc)
Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Initial Option”");
(ivii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2014 (the "2014 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 2015 (the “2014 2015 Option”, and together with the Initial Option, the 2011 2013 Option, the 2012 2014 Option and the 2013 2015 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes:
(1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation;
(2) the approval by the Board of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretion.
Appears in 1 contract
Samples: Stock Option Agreement (Coil Tubing Technology, Inc.)
Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common The Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested to Holder on November 30February 8, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 2022 (the “2014 OptionVesting Date”, ). During the period beginning on the Grant Date and together with ending on the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan Vesting Date (the “PlanVesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which includes:
were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (1but in no event later than thirty (30) days following the adoption Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a plan of merger Change in Control pursuant to Section 5.8(b)(3) or consolidation (4) of the Company Plan in connection with any other corporation or association which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Restricted Stock Units shall lapse as a result of such Change in Control upon the earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or the termination of your employment by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretionControl.
Appears in 1 contract
Samples: Restricted Stock Units Award Agreement (Ingredion Inc)
Vesting Period. The restrictions on the Performance Shares shall lapse as follows:
(a) 457,500 shares of the Performance Shares (the “Tranche 1 Shares”) shall no longer be subject to the restrictions set forth herein (i) Options to purchase 1,667 shares on the date that the trading price of the Company's Common Stock vested equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis); provided, however, to Holder the extent the vesting requirements are satisfied prior to November 1, 2005, the restrictions set forth herein shall lapse on November 301, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
2005, (ii) Options to purchase 100,000 shares on the date of a Change of Control (as defined in the Employment Agreement) of the Company's Common Stock vested to Holder on December 14Corporation, 2011 (the "2011 Option");
or (iii) Options to purchase 100,000 shares if the Board of Directors approves, in its sole discretion, the vesting of the Company's Tranche 1 Shares. The number of shares granted shall be adjusted for changes in the Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares as outlined in Section 18.4 of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 target share price shall be adjusted for changes in the Common Stock Incentive Plan as determined by the Committee in its sole discretion; and
(b) 457,500 shares of the Performance Shares (the “PlanTranche 2 Shares”)) shall no longer be subject to the restrictions set forth herein (i) on the date that the stock price of the Common Stock equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant; provided, which includes:
however, to the extent the vesting requirements are satisfied prior to November 1, 2005, the restrictions set forth herein shall lapse on November 1, 2005, (1ii) on the adoption date of a plan Change of merger or consolidation Control of the Company with Corporation if the stock price of the Common Stock equals or exceeds thirty two dollars ($32.00) per share on the New York Stock Exchange (or any other corporation or association as a result of national securities exchange on which such Common Stock may then be traded) immediately prior to the holders consummation of the voting capital stock Change of Control of the Company as a group would receive less than 50% of the voting capital stock of the surviving Corporation, or resulting corporation;
(2iii) the approval by if the Board of Directors approves, in its sole discretion, the vesting of the Company Tranche 2 Shares. In the event the Restricted Stockholder’s termination of an agreement providing employment is deemed to be a Termination for Cause (as defined in the sale Employment Agreement) or transfer of substantially a Termination Not for Good Reason (as defined in the Employment Agreement), the Restricted Stockholder will surrender all the assets of the Company; or
(3) unvested Tranche 2 Shares issuable pursuant to the terms hereof. The number of shares granted shall be adjusted for changes in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% Common Stock as outlined in Section 18.4 of the Company's voting capital stock by any person within Stock Incentive Plan and the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder target share price shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) be adjusted for changes in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), Common Stock as determined by the Board of Directors of the Company Committee in its sole discretion.
Appears in 1 contract
Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common The Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested to Holder on November 30February 16, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 2025 (the “2014 OptionVesting Date”, ). During the period beginning on the Grant Date and together with ending on the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan Vesting Date (the “PlanVesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which includes:
were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (1but in no event later than thirty (30) days following the adoption Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a plan of merger Change in Control pursuant to Section 5.8(b)(3) or consolidation (4) of the Company Plan in connection with any other corporation or association which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Restricted Stock Units shall lapse as a result of such Change in Control upon the earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or the termination of your employment by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretionControl.
Appears in 1 contract
Samples: Restricted Stock Units Award Agreement (Ingredion Inc)
Vesting Period. The restrictions on the Performance Shares shall lapse as follows:
(a) 72,500 shares of the Performance Shares (the “Tranche 1 Shares”) shall no longer be subject to the restrictions set forth herein (i) Options to purchase 1,667 shares on the date that the trading price of the Company's Common Stock vested equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis); provided, however, to Holder the extent the vesting requirements are satisfied prior to November 1, 2005, the restrictions set forth herein shall lapse on November 301, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
2005, (ii) Options to purchase 100,000 shares on the date of a Change of Control (as defined in the Employment Agreement) of the Company's Common Stock vested to Holder on December 14Corporation, 2011 (the "2011 Option");
or (iii) Options to purchase 100,000 shares if the Board of Directors approves, in its sole discretion, the vesting of the Company's Tranche 1 Shares. The number of shares granted shall be adjusted for changes in the Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares as outlined in Section 18.4 of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 target share price shall be adjusted for changes in the Common Stock Incentive Plan as determined by the Committee in its sole discretion; and
(b) 72,500 shares of the Performance Shares (the “PlanTranche 2 Shares”)) shall no longer be subject to the restrictions set forth herein (i) on the date that the stock price of the Common Stock equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant; provided, which includes:
however, to the extent the vesting requirements are satisfied prior to November 1, 2005, the restrictions set forth herein shall lapse on November 1, 2005, (1ii) on the adoption date of a plan Change of merger or consolidation Control of the Company with Corporation if the stock price of the Common Stock equals or exceeds thirty two dollars ($32.00) per share on the New York Stock Exchange (or any other corporation or association as a result of national securities exchange on which such Common Stock may then be traded) immediately prior to the holders consummation of the voting capital stock Change of Control of the Company as a group would receive less than 50% of the voting capital stock of the surviving Corporation, or resulting corporation;
(2iii) the approval by if the Board of Directors approves, in its sole discretion, the vesting of the Company Tranche 2 Shares. In the event the Restricted Stockholder’s termination of an agreement providing employment is deemed to be a termination for the sale or transfer of substantially all the assets of the Company; or
Cause (3) as defined in the absence of a prior expression of approval by Employment Agreement) or the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s Restricted Stockholder voluntarily resigns from his employment with the CompanyCorporation, or (b) the Restricted Stockholder will surrender all of the unvested Tranche 2 Shares issuable pursuant to the terms hereof. The number of shares granted shall be adjusted for changes in the case the Holder is a Director Common Stock as outlined in Section 18.4 of the Company on Stock Incentive Plan and the Grant Date, target share price shall be adjusted for changes in the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), Common Stock as determined by the Board of Directors of the Company Committee in its sole discretion.
Appears in 1 contract
Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common The Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested to Holder on November 30February 15, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 2026 (the “2014 OptionVesting Date”, ). During the period beginning on the grant date and together with ending on the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan Vesting Date (the “PlanVesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which includes:
were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (1but in no event later than thirty (30) days following the adoption Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a plan of merger Change in Control pursuant to Section 5.8(b)(3) or consolidation (4) of the Company Plan in connection with any other corporation or association which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Restricted Stock Units shall lapse as a result of such Change in Control upon the earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or the termination of your employment by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretionControl.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Ingredion Inc)
Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on , 20 , one-third will vest on , 20 , and the final one-third will vest on , 20 ). The Option shall remain exercisable until , 20 . However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. [Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option shall become immediately exercisable in full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of the Option without an increase in the aggregate purchase price or base price. For purposes of the foregoing, “Good Reason” shall mean:
(i) Options to purchase 1,667 shares There has occurred a material reduction by the Company, a Subsidiary or affiliate in your base salary in effect immediately before the beginning of the Company's Common Stock vested Protection Period or as increased from time to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan)time thereafter;
(ii) Options The Company, a Subsidiary or affiliate, without your written consent, has required you to purchase 100,000 shares be relocated anywhere in excess of thirty-five (35) miles from your office location immediately before the beginning of the Protection Period, except for required travel on the business of the Company's Common Stock vested , a Subsidiary or affiliate to Holder on December 14, 2011 (an extent substantially consistent with your business travel obligations immediately before the "2011 Option");beginning of the Protection Period; or
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes:
(1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation;
(2) the approval by the Board of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the The Company or a person that directly Subsidiary has reduced in any manner which you reasonably consider important your title, job authorities or indirectly controls, is controlled by, or is under common control withresponsibilities immediately before the beginning of the Protection Period. You may exercise your right to terminate your employment for Good Reason by giving the Company a written notice of termination specifying in reasonable detail the circumstances constituting such Good Reason. However, the Company); Provided Company shall have thirty (30) days to “cure” such that Holder the circumstances constituting such Good Reason are eliminated. Your employment shall cease terminate at the end of such thirty (30)-day period only if the Company has failed to continue vesting cure such circumstances constituting the Option as provided above, upon the later of (a) the Good Reason. Your termination of Holder’s employment with the Company, or (b) in the case the Holder is within a Director Protection Period shall be for Good Reason if one of the Company on occurrences specified in this Section 2 shall have occurred (and subject to the Grant Date, the date such Director ceases to serve as a Director cure provision of the Company (each a “Termination Date”immediately preceding paragraph), as determined notwithstanding that you may have other reasons for terminating employment, including employment by the Board another employer which you desire to accept.] [Portion of Directors this Section in brackets used for members of the Company in its sole discretionExecutive Leadership Team.]
Appears in 1 contract
Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common The Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested to Holder on November 30February 4, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 2023 (the “2014 OptionVesting Date”, ). During the period beginning on the Grant Date and together with ending on the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan Vesting Date (the “PlanVesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which includes:
were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (1but in no event later than thirty (30) days following the adoption Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a plan of merger Change in Control pursuant to Section 5.8(b)(3) or consolidation (4) of the Company Plan in connection with any other corporation or association which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Restricted Stock Units shall lapse as a result of such Change in Control upon the earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or the termination of your employment by the Company or any of its ACTIVE 253425859v.1 Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretionControl.
Appears in 1 contract
Samples: Restricted Stock Units Award Agreement (Ingredion Inc)
Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (ione-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, and the final one-third will vest on February 6, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) Options of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to purchase 1,667 Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares common stock that are registered under Section 12 of the Company's Common Stock vested Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to Holder on December 14, 2011 (the "2011 Option");
(iiiwhich Section 5.8(a)(2) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”Plan applies);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder become immediately upon the occurrence of a "Change exercisable in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes:
(1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock available under the voting capital stock of the surviving or resulting corporation;
Option (2if still outstanding) the approval by number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the Board event of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directorsany such substitution, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) purchase price per share in the case the Holder is a Director of the Company on Option shall be appropriately adjusted by the Grant DateCommittee (whose determination shall be final, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”binding and conclusive), as determined by such adjustments to be made in the Board of Directors of the Company in its sole discretion.case of
Appears in 1 contract
Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”");
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “Plan”), which includes:
(1) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation;
(2) the approval by the Board of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretion.
Appears in 1 contract
Samples: Stock Option Agreement (Coil Tubing Technology, Inc.)
Vesting Period. (a) With respect to all shares of Option Stock and Restricted Stock which are the subject of the rights and/or Option(s) described in the provisions set forth above, the Vesting Period shall begin on the Grant Date. The Vesting Period with respect to each installment shown on the schedule shall end on the Vesting Date applicable to such installment: INSTALLMENT VESTING DATE APPLICABLE TO INSTALLMENT (a) 5,000 shares of Restricted Stock November 29, 2005 (b) 6,250 Shares of Option Stock
(c) 5,000 shares of Restricted Stock November 29, 2006
(d) 6,250 Shares of Option Stock
(e) 5,000 shares of Restricted Stock November 29, 2007
(f) 6,250 Shares of Option Stock
(g) 5,000 shares of Restricted Stock November 29, 2008
(h) 6,250 Shares of Option Stock
(b) In the event of a termination of the Executive’s employment by the Company that: (i) Options to purchase 1,667 shares is Without Cause as described in Section 6.3 of the Company's Common Stock vested to Holder on November 30, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
Agreement; or (ii) Options to purchase 100,000 shares is a termination by the Executive for Good Reason as defined in Section 6.3(b) of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
Agreement; or (iii) Options occurs because on or before the Offer Date (as defined in the Agreement) the Company fails to purchase 100,000 shares extend or renegotiate this Agreement with Executive at expiration having a term of no less than twelve (12) months and on terms no less favorable to the Executive as those in effect at such expiration under the Agreement (any of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option”);
(iv) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of the Company’s Common Stock shall vest to Holder on December 31, 2014 (the foregoing a “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “PlanTriggering Termination”), which includes:
(1) then, notwithstanding the adoption foregoing provisions of a plan of merger or consolidation paragraph 3(a), Executive shall as of the Company with any other corporation or association as a result termination of which Executive’s employment become vested in the holders shares of Restricted Stock and in his Option rights to all of the voting capital stock Option Stock, and become owner of the Company as a group would receive less than 50% Restricted Shares and (subject to the conditions described below) such Option rights free of the voting capital stock of the surviving or resulting corporation;
(2) the approval all restrictions otherwise imposed by the Board of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act this Agreement (other than transfer or other restrictions imposed by the Plan, the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended or the rules thereto), prior to the date the Restricted Stock and such Option rights would otherwise become vested; provided, however, that any exercise of Option rights pursuant to such a Triggering Termination must be performed by the Executive within ninety (90) calendar days after the date of such Triggering Termination or will be forfeited by the Executive. If a Triggering Termination occurs because the Company declines to extend or a person that directly renegotiate this Agreement with Executive at the end of its term, then the effective date of such Triggering Termination shall be the date on which the term of the Agreement expires or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the Executive’s termination of Holderemployment if later. In the event of any termination or expiration of Executive’s employment with the CompanyCompany other than pursuant to a Triggering Termination, any Option Stock or (b) in the case the Holder is a Director of the Company Restricted Stock that has not vested on the Grant Date, the date such Director ceases termination or expiration occurs shall be forfeited by the Executive. All Option Stock and Restricted Stock shall be subject to serve as a Director any restrictions imposed by the Securities Act of 1933 or the Company (each a “Termination Date”)Securities Exchange Act of 1934, as determined by amended or the Board of Directors of the Company in its sole discretionrules thereto.
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Vesting Period. (i) Options to purchase 1,667 shares of the Company's Common The Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested to Holder on November 30February 9, 2011 (the "Initial Option")(which Initial Option is subject to and was granted pursuant to the Company's 2010 Stock Incentive Plan);
(ii) Options to purchase 100,000 shares of the Company's Common Stock vested to Holder on December 14, 2011 (the "2011 Option");
(iii) Options to purchase 100,000 shares of the Company's Common Stock shall vest to Holder on December 31, 2012 (the "2012 Option2024(the “Vesting Date”);
(iv) Options to purchase 100,000 shares of . During the Company's Common Stock shall vest to Holder period beginning on December 31, 2013 (the "2013 Option"); and
(v) Options to purchase 100,000 shares of Grant Date and ending on the Company’s Common Stock shall vest to Holder on December 31, 2014 Vesting Date (the “2014 Option”, and together with the Initial Option, the 2011 Option, the 2012 Option and the 2013 Option, the "Vested Portions" and each a "Vested Portion"); provided that the entire Option shall vest to Holder immediately upon the occurrence of a "Change in Control" as defined under the Company’s 2010 Stock Incentive Plan and the 2012 Stock Incentive Plan (the “PlanVesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to Section 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which includes:
were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (1but in no event later than thirty (30) days following the adoption Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a plan of merger Change in Control pursuant to Section 5.8(b)(3) or consolidation (4) of the Company Plan in connection with any other corporation or association which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Restricted Stock Units shall lapse as a result of such Change in Control upon the earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or the termination of your employment by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of the voting capital Common Stock receive shares of common stock that are registered under Section 12 of the Company as a group would receive less than 50% Exchange Act, there shall be substituted for each share of Common Stock relating to the voting capital stock Restricted Stock Units the number, type and class of the surviving or resulting corporation;
(2) the approval by the Board shares into which each outstanding share of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or
(3) Common Stock shall be converted pursuant to such Change in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); Provided that Holder shall cease to continue vesting the Option as provided above, upon the later of (a) the termination of Holder’s employment with the Company, or (b) in the case the Holder is a Director of the Company on the Grant Date, the date such Director ceases to serve as a Director of the Company (each a “Termination Date”), as determined by the Board of Directors of the Company in its sole discretionControl.
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Samples: Restricted Stock Units Award Agreement (Ingredion Inc)
