Equity Treatment. It is understood and agreed that, based on the Date of Termination and the 6-month acceleration of the Equity Award (but not the Option Grants) referenced above in Section 4(c), as of the Termination Date, awards with respect to an aggregate of 1,018,360 shares of Common Stock under the Option Grants (472,830 options) and the Equity Award (545,530 shares) are vested. First, the Company is offering to accelerate an additional portion of the Stock Grants with respect to an aggregate of 139,482 shares, consisting of a mix of options for Common Stock or restricted stock under the Stock Grants, so that the total vested equity as of the Date of Termination under the Stock Grants shall be equal to an aggregate of 1,157,842 shares of Common Stock under the Option Grants and the Equity Award, all in. Further, the Company has elected to compensate you with equity for your continued service to the Company as a Board director, with an option grant for 102,900 shares, vesting over a three year period on a monthly basis (so 2,858 options per month for the first 35 months, and 2,870 options for the 36th month), such vesting to start on the Date of Termination and to continue on each month anniversary thereof for as long as you continue to maintain a Service Relationship (as defined in the Stock Grants) with the Company (such grant on those terms, the “Director Equity”). As described below, this equity grant will be achieved by restructuring the 2015 Option Grant. To achieve that vested share position (i.e., 1,157,842 options and shares in total as of the Date of Termination) and the Director Equity (subject to further vesting), and to assist you in reducing cash payments to be made for those options and shares, notwithstanding anything herein to the contrary (provided you do not revoke this Agreement as provided below), the following is hereby agreed to by you and the Company: • The Equity Award is hereby made fully vested, amounting to you retaining ownership of 770,161 shares of Common Stock (provided you pay the Company the Promissory Note Payment as required by this Agreement). • The remaining portion of that vested share position as of the Date of Termination (amounting to 387,681 options) shall be achieved by hereby setting the vested portion of the 2015 Option Grant as of the Date of Termination at 387,681 options. • To reflect your Director Equity, instead of granting you any new option grant, the 2015 Option Grant shall hereby be modified as follows: (a) 102,900...
Equity Treatment. You acknowledge and agree that the awards granted to you under the Company’s 2014 Omnibus Incentive Plan (the “Plan”) that currently remain outstanding and subject to awards are the following: Grant Date Type of Award Number of Shares that Remain Subject to the Award September 16, 2014 Non-qualified stock options 20,909 January 13, 2016 Time-based RSU 2,839 Non-qualified stock option 5,802 March 17, 2016 Performance-based RSU 2,129 December 9, 2016 Time-based RSU 6,268 Non-qualified stock option 8,158 March 3, 2017 Time-based RSU 5,384 Performance-based RSU 2,692 Provided that you comply with the terms of this Agreement and continue to provide services through the end of the Consulting Period, you will continue to have the opportunity to vest in all outstanding equity awards under the Plan as if you had continued to be employed by the Company during the Consulting Period. Your Retirement Date shall not constitute a “Termination of Employment” for purposes of such awards, but such “Termination of Employment” will instead be the end of the Consulting Period. In addition, for purposes of the vesting of the performance restricted stock units issued to you under the Plan, no “Termination of Employment” shall be deemed to occur until the end of the Consulting Period, and such termination will be treated as a “Retirement” (with the consent of the Compensation Committee) as of the end of the Consulting Period such that those awards will continue to have the opportunity to time vest through the end of the Consulting Period in accordance with the schedule set forth in the agreements governing the performance restricted stock units, and you will be entitled to any payout upon completion of the performance periods as set forth in the award agreements. With respect to the Non-qualified stock options listed above, and notwithstanding anything to the contrary in the applicable grant agreements, you shall have thirty (30) days following the end of the Consulting Period to exercise the Non-qualified stock options granted on September 16, 2014 (the “2014 NQSO”) and ninety (90) days following the end of the Consulting Period to exercise any other awards that are vested at such time; provided, however that in no event will any option be exercisable beyond the stated term of such option as provided in the applicable grant agreement. If during the Consulting Period the Company shall accelerate outstanding unvested awards under the Plan either for any executive officer or award ...
Equity Treatment. In connection with the termination of Executive’s employment, Executive’s equity-based awards, to the extent they remain unvested as of the Separation Date, shall be treated as follows:
Equity Treatment. 1. Executive currently has the unvested restricted stock units (“RSUs”) and the unvested shares of restricted stock described in Exhibit B attached hereto. Executive’s outstanding but unvested RSUs and shares of restricted stock that are scheduled to vest on or prior to December 31, 2016 shall not forfeit or be cancelled in connection with the termination of Executive’s employment but shall continue to remain outstanding after the Effective Date and vest on the dates that such RSUs or shares of restricted stock, as the case may be, would otherwise vest had Executive continued to remain employed by the Company; provided, however, that (a) such unvested RSUs and shares of restricted stock shall remain subject to the other terms and conditions currently applicable thereto and (b) in no event shall such RSUs or shares of restricted stock vest if Executive has breached or violated any of the Restrictive Covenants or the Release. All of Executive’s unvested RSUs and unvested shares of restricted stock that are scheduled to vest after December 31, 2016 shall automatically forfeit and be cancelled (without payment) on the Effective Date.
Equity Treatment. If a change in control takes place followed by an Employer-initiated termination of employment without Cause or a constructive dismissal, all unvested stock options held by Employee will forward vest at the time of the termination of employment.
Equity Treatment. Set forth on Exhibit A to this Agreement is a list of all outstanding equity awards held by the Executive with respect to shares of the Company’s common stock. Other than as set forth on Exhibit A, neither the Company nor any subsidiary has any obligation otherwise to issue to the Executive any equity award for or shares of capital stock of the Company or any subsidiary. For the avoidance of doubt, (a) the equity awards listed on Exhibit A shall continue to vest through the Separation Date according to the terms of the applicable award agreements and the Company’s 2005 Long-Term Incentive Compensation Plan, (b) the Executive’s termination of employment does not constitute a “qualifying retirement” for purposes of all outstanding stock option, market stock unit or performance share unit awards, and (c) any outstanding stock option awards shall remain exercisable as specified in the applicable option agreement.
Equity Treatment. Exhibit A to this Agreement sets forth all stock options with respect to shares of the Company’s common stock held by the Executive that are outstanding and the portion thereof vested as of the Separation Date (such vested portion being the “Vested Awards”). Other than the Vested Awards, all Company equity awards granted to the Executive prior to the Separation Date shall lapse and be forfeited as of the Separation Date. Neither the Company nor any of its subsidiaries shall have any obligation to issue to the Executive any additional equity awards or any additional shares of common stock of the Company or any subsidiary. For the avoidance of doubt, (a) any Company common stock resulting from the Executive’s vested equity awards that were settled prior to the Separation Date (including any shares held under the Executive’s brokerage account with Fidelity Stock Plan Services) shall not be affected by this Section 4, (b) the Executive’s termination of employment does not constitute a “qualifying retirement” for purposes of any agreement, plan or arrangement with the Company, including but not limited to stock options, restricted stock units, market stock units or performance share unit awards previously granted to the Executive, and (c) any Vested Awards that are stock option awards shall remain exercisable by the Executive as specified in the Company’s 2005 Long Term Incentive Compensation Plan and the applicable option agreement.
Equity Treatment. In consideration of Executive’s agreements and covenants contained herein, and so long as Executive is not in violation of the terms of the Employment Agreement which survive as set forth herein and listed in Section 4 below, this Agreement or the Consulting Agreement as of the Release Effectiveness Date, Executive’s outstanding equity awards shall be treated as follows:
Equity Treatment. Set forth on Exhibit A is a list of all outstanding equity awards held by the Executive with respect to shares of the Company’s common stock. Other than as set forth on Exhibit A, neither the Company nor any subsidiary has any obligation otherwise to issue to the Executive any equity award for or shares of capital stock of the Company or any Subsidiary. For the avoidance of doubt, (a) any such equity awards listed on Exhibit A shall continue to vest through the Separation Date according to the terms of the applicable award agreements and the Company’s 2005 7022816v13 Long-Term Incentive Compensation Plan, (b) the Executive’s resignation does not constitute a “qualifying retirement” for purposes of any market stock unit or performance share unit awards previously made to the Executive, and (c) the Executive’s resignation shall constitute a retirement from the Company in good standing for purposes of any outstanding stock option awards, such that stock options underlying such awards shall remain exercisable at any time on or prior to the earlier of the expiration date of the applicable stock option or the two (2) or five (5)-year anniversary of the Separation Date, as specified in the applicable option agreement.
Equity Treatment. Executive, pursuant to a prior existing stock option agreement for legal services during an evaluation period, was granted by the Company a total of 16,000 options to purchase Company stock, exercisable at a strike price of twenty-five dollars and sixty-four cents ($25.64), based on a company valuation of one hundred and twenty five million dollars ($125,000,000), and which is fully vested. In addition, the Company shall grant 61,305 options to purchase Company’s stock, exercisable at twenty five dollars and sixty four cents ($25.64) per share based on a company valuation of one hundred and twenty five million dollars ($125,000,000) and vesting over a period of 4 years, with 25% vesting each twelve month period. In the event of a termination of this Agreement as provided below, for any twelve month period herein, any otherwise unvested stock falling within such period shall vest on a pro rata basis, to be calculated based on the number of days Executive was employed by Company during such period. In addition to the foregoing, Executive shall also be eligible for additional options after every 6 months of employment with Company. The board of directors may also consider other forms of granting equity, such as stock grants or restricted stock, as may be deemed appropriate. All such options or grants shall have an acceleration feature, allowing for immediate granting and vesting in conjunction with any sale of the Company, merger, stock exchange listing or public trading of Company stock, other similar material event.
