Restricted Stock and Stock Options. Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.
Restricted Stock and Stock Options. Upon the occurrence of a Covered Termination, all shares of restricted stock of the Company and all options to purchase shares of the Company's common stock previously awarded to the Executive shall immediately vest.
Restricted Stock and Stock Options. All restrictions upon any Restricted Stock which may have been awarded to Executive shall expire and be removed, such Restricted Stock shall vest according to the schedule for vesting following the Termination Date and through the date of the final payment of Salary Continuation (unless otherwise expired or removed and vested pursuant to the terms of any Restricted Stock Award pursuant to the 1993 Omnibus Stock Plan or any Award Plan), and such stock shall be delivered to Executive. All Options granted to Executive prior to the Termination Date shall continue to vest, according to their schedule following the Termination Date and through the date of the final payment of Salary Continuation (unless otherwise previously vested pursuant to the 1993 Omnibus Stock Plan or any other Award Plan). No Stock Options or Restricted Stock will be granted to Executive after the Termination Date. In lieu of Company Shares issuable upon exercise of any vested, outstanding and unexercised Options granted to Executive, Executive may, at Executive's option, receive an amount in cash equal to the product of (i) the Fair Market Value of Company Shares on the Termination Date over the per share exercise price of each vested Option held by Executive, times (ii) the number of Company Shares covered by each such Option. In the event Executive does not elect to receive a cash payment for any vested, outstanding and unexercised Options granted to Executive, Executive shall have the right to otherwise exercise such Options in accordance with the terms and conditions provided in the 1993 Omnibus Stock Plan or any other applicable Award Plans.
Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock.
(ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date.
(iii) Following each calendar year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 shares of restricted stock and options to purchase 75,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year). Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period.
(iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, how...
Restricted Stock and Stock Options. This Agreement does not incorporate, supercede, nor any way affect any Stock Incentive Plan, restricted stock agreements or any stock option grants, all of which are governed by separate documents.
Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"), and the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreement, the "Purchase Agreements"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The Purchase Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred com...
Restricted Stock and Stock Options. (a) Employer shall cause the Compensation Committee of the Board of Directors of Employer to grant to Employee 1,000 shares of restricted common stock of CBSI effective as of the closing date of the Merger, the restrictions on which shares shall expire in increments of 250 shares on each January 1 beginning January 1, 2005, provided that Employee remains employed by Employer on such January 1. The foregoing grant of restricted stock shall be issued pursuant to, and subject to all the terms and conditions of, the Community Bank System, Inc. 1994 Long-Term Incentive Compensation Program or a comparable successor program.
(b) In addition, Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted additional shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 1994 Long-Term Incentive Compensation Program, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.
Restricted Stock and Stock Options. Provided that the Executive has been employed with the Company at least fifteen (15) years, upon the Executive’s termination of employment pursuant to Section 5(f) of this Agreement after attaining age sixty-two (62), unvested grants of Restricted Stock and Stock Options awarded to the Executive pursuant to one or more Restricted Stock Agreements (“Restricted Stock Agreement”) and one or more Stock Option Grant Agreements (“Stock Option Agreement”) under the Cascade Bancorp 2008 Performance Incentive Plan (“Incentive Plan”) will continue to vest in accordance with the vesting schedules set forth in the respective Restricted Stock Agreements and Stock Option Agreements, notwithstanding anything to the contrary under the applicable Restricted Stock Agreement, Stock Option Agreement or the Incentive Plan.
Restricted Stock and Stock Options. Upon the Executive’s complete and final voluntary termination of employment pursuant to Section 5(f) of this Agreement after attaining age sixty-three (63) (such complete and final voluntary termination of employment at such time referred to as “Retirement”), unvested grants of Restricted Stock and Stock Options (collectively “Stock Grants”) awarded to the Executive pursuant to one or more Restricted Stock Agreements (“Restricted Stock Agreement”) and one or more Stock Option Grant Agreements (“Stock Option Agreement”) under the Cascade Bancorp 2008 Performance Incentive Plan (“Incentive Plan”) will continue to vest following Retirement in accordance with the vesting schedules set forth in the respective Restricted Stock Agreements and Stock Option Agreements, notwithstanding anything to the contrary under the applicable Restricted Stock Agreement, Stock Option Agreement or the Incentive Plan. Notwithstanding the preceding, this Section 4(f) shall not apply to that certain Stock Option Grant evidenced by the certain Stock Option Grant Agreements dated February 3, 2015. Vesting of the Stock Option Grants pursuant to the Agreements dated February 3, 2015 will only occur pursuant to the terms and conditions contained in the Agreements.
3. Section 8(a) of the Agreement is hereby amended by deleting existing section 8(a) of the Agreement in its entirety and substituting the following new Section 8(a) of the Agreement in its place:
(a) the Company will pay to Executive, within thirty (30) days of the effective date of the Change in Control, an amount equal to (i) 2.99 times the Executive’s Base Salary, plus (ii) an amount equal to 2.99 times the annual cash incentive at Target in effect for the Executive in the year in which the Change in Control occurs (the “Change in Control Payment”), subject to adjustment as set forth below;”
4. Section 8 of the Agreement is hereby amended by adding the following new paragraphs to the end of existing Section 8 of the Agreement:
Restricted Stock and Stock Options. (a) At the Effective Time, all outstanding restricted shares of Company Common Shares awarded under a restricted stock award agreement (each, a “Company Restricted Share”) granted in accordance with Company’s 2015 Omnibus Equity Plan (“Company Stock Plan”) shall vest in full and be considered an issued and outstanding Company Common Share.
(b) Prior to the Effective Time, the Board of Directors of Company or Compensation Committee of the Board of Directors of Company, as applicable, shall adopt resolutions and take such other action necessary, if any, to effectuate the provisions of Section 1.5(a).
(c) As of the date hereof there are no outstanding and unexercised employee or director options to purchase Company Common Shares.
