Acceleration of Stock Awards Sample Clauses

Acceleration of Stock Awards. For purposes of this Agreement, to the extent the vesting and/or exercisability of any of Executive’s outstanding Stock Awards and/or the lapsing of any restrictions with respect to Stock Awards that Executive holds shall be accelerated pursuant to this Agreement, if any Stock Award had previously been partially exercised such that an unexercised portion of the Stock Award still remains outstanding as of the date of such acceleration, the vesting acceleration provisions of this Agreement shall be applied to the total number of shares subject to such Award that consist of (i) then unvested exercised shares that were previously acquired upon the partial exercise of such Stock Award, plus (ii) the remaining unexercised portion of the Stock Award. The acceleration of vesting shall be first applied toward the unvested previously exercised shares such that no unexercised shares shall vest on an accelerated basis in accordance with the provisions of this Agreement unless and until all of the unvested exercised shares subject to such Stock Award have first vested. In addition, the acceleration of vesting shall be applied to each Stock Award individually.
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Acceleration of Stock Awards. All your outstanding awards of restricted stock, stock options, and other equity-based compensation shall become fully vested and exercisable in full immediately upon the effective date of the Waiver and Release; provided, however, that any such awards that would be out of the money as of the Date of Termination may be terminated pursuant to Section 9(b) hereof. In addition, all of your outstanding awards of restricted stock, stock options, and other equity-based compensation that are not assumed or substituted with awards of equivalent value in connection with a Change of Control shall become fully vested and exercisable in full immediately upon the Change of Control.
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Acceleration of Stock Awards. In accordance with the intent of Section 5(b) of the Employment Agreement and in consideration for the increase in duration pursuant to Section 4 of this Agreement from two years to four years of the noncompetition, confidentiality and other covenants contained in Section 6 of the Employment Agreement, immediately prior to the consummation of the Merger, the Company shall issue Executive 168,750 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2017 (the “2017 Accelerated Shares”) and an additional 165,690 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2018 (the “2018 Accelerated Shares” and together with the 2017 Accelerated Shares, the “Accelerated Shares”), in each case pursuant to Section 3(c) of and Schedule I to the Employment Agreement (as supplemented by the Compensation Committee in accordance with Section 3(c)). The Accelerated Shares shall fully vest on the Separation Date, but shall be subject to the restrictions on transfer set forth in Section 5 of this Agreement.
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Acceleration of Stock Awards. Stock options and any other rights granted to the Executive by the Corporation under its 1983 Stock Option and Incentive Plan, its 1992 Stock Incentive Plan and any later or successor plan or plans (collectively, the "Stock Incentive Plans"), will be exercisable in full for a period of 90 days (i) following the date of a Change of Control of the Corporation, or (ii) commencing on the date of approval by the Corporation's shareholders of an agreement providing for a merger in which the Corporation will not remain an independent publicly owned corporation or a consolidation or a sale or other disposition of all or substantially all the assets of the Corporation, provided that no option or right shall be exercisable by the Executive within six months after the date of grant, or after the termination date, of such option or right. In the event of a Change of Control, the restrictions and deferral limitations applicable to any restricted or deferred stock awarded under the Stock Incentive Plans shall lapse, and such stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant. If either (i) the transaction or transactions which resulted in the Change of Control were not approved by a vote of at least two-thirds (2/3) of the directors of the Company who are members of the Incumbent Board as described in subparagraph (b) of Section 2 above, or originated with an unsolicited offer (as determined by the Incumbent Board in good faith), or (ii) the Board of Directors of the Company, in its discretion, determines that this provision shall apply in the event of a Change of Control, then the Executive shall have the rights set forth in this paragraph. If this paragraph applies, then in lieu of cashing-out or exercising some or all of his stock options granted to the Executive under the Stock Incentive Plans, the Executive may, during the period in which the Executive could otherwise exercise such options under this Section 4(c), cancel such options in exchange for an amount equal to (i) the fair market value of a share of the Corporation's common stock on a date selected by the Executive (the "Exercise Date"), such date being no earlier than 30 days prior to the event described in this Section 4(c) and no later than 30 days after such event, multiplied by (ii) the number of shares subject to the stock options for which such election is made, and then minus (iii) the aggregate purchase price for such shares...
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Acceleration of Stock Awards. In consideration for the increase in duration of the noncompetition, confidentiality and other covenants contained in this Agreement that are longer than the Company’s standard duration for such covenants, immediately prior to the consummation of the Merger, the Company shall issue Executive 25,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2017 (the “2017 Accelerated Shares”) and an additional 25,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2018 (the “2018 Accelerated Shares” and together with the 2017 Accelerated Shares, the “Accelerated Shares”), in each case pursuant to grant agreements as approved by the Company’s Compensation Committee. Upon consummation of the Merger, the Accelerated Shares shall fully vest.
Sample 1
Acceleration of Stock Awards. In consideration for the increase in duration pursuant to Section 4 of this Agreement from one year to four years of the noncompetition, confidentiality and other covenants contained in Sections 7 and 8 of the Employment Agreement, immediately prior to the consummation of the Merger, the Company shall issue Executive 35,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2017 (the “2017 Accelerated Shares”) and an additional 35,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2018 (the “2018 Accelerated Shares” and together with the 2017 Accelerated Shares, the “Accelerated Shares”), in each case pursuant to grant agreements as approved by the Company’s Compensation Committee. Upon consummation of the Merger, the Accelerated Shares shall fully vest.
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Acceleration of Stock Awards. The Company acknowledges and agrees that all stock options, restricted stock awards and similar rights previously granted to the Employee are fully vested as of the date of this Agreement, other than the restricted stock award for 75,000 shares and the stock option for 105,000 shares made to the Employee on July 15, 2002, of which 25,000 shares and options for 35,000 shares, respectively, are fully vested on the date of this Agreement. In addition, in the event the termination of the Employee is described in clause (a)(iv), (v) or (vi) above, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, bonus, stock option, stock appreciation rights, restricted stock, phantom stock or similar plans maintained by URS, except if and to the extent specifically provided to the contrary under the terms of any such plan, or under the terms of any specific grant or award made to the Employee under any such plan and accepted by the Employee in writing.
Sample 1
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Related to Acceleration of Stock Awards

  • Acceleration of Stock Options The Company shall accelerate and make immediately exercisable any and all unmatured stock options (whether or not such stock options are otherwise exercisable) which Executive then holds to acquire securities from the Company; provided, however, that Executive shall have ninety (90) days after such termination of employment to exercise any outstanding stock options and after such ninety (90) days any and all unexpired stock options shall lapse; and, provided, further, however, any tax benefit provisions with respect to any stock options shall apply to any and all unmatured stock options (whether or not such stock options are otherwise exercisable). If as a result of such acceleration of incentive stock options the $100,000 limitation would be exceeded with respect to an optionee, such incentive stock options shall be converted, as of the date such incentive stock options become exercisable, to non-qualified stock options to the extent necessary to comply with the $100,000 limitation and the Company shall pay to such optionee an additional cash payment equal to the tax benefit to be received by the Company attributable to its federal income tax deduction resulting from the exercise of such converted non-qualified stock options.

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Acceleration of Options One hundred (100%) percent of the Executive’s outstanding, unvested options, restricted stock and/or equity awards (“Equity Awards”) shall, immediately prior to the consummation of the Change in Control, become fully and immediately vested to the extent not already so provided under the terms of such Equity Awards; provided, however, that if the acquirer in a Change in Control grants Equity Awards having (in the reasonable opinion of the Board) a value at least equal to the value of Executive’s then-unvested Company Equity Awards, then 50% of the Executive’s outstanding, unvested Company Equity Awards shall become fully and immediately vested immediately prior to the consummation of the Change in Control (and the remaining 50% shall terminate upon the consummation of the Change in Control). Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options subject to the preceding sentence were granted, the Executive shall be entitled to exercise such Equity Awards until three years from the date of termination of employment or the expiration of the stated period of the Equity Award, whichever period is the shorter.

  • Grant of Stock Award In accordance with the Plan, and effective as of _________ __, 201_ (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Stock Award of ______ shares of Common Stock (the “Stock Award”).

  • Acceleration of Option Notwithstanding any other provision of this Agreement to the contrary, the Option granted hereby shall become immediately exercisable upon the occurrence of a Change in Control (as hereinafter defined) of the Corporation if Optionee is an employee of the Corporation or any of its subsidiaries on the date of the consummation of such Change in Control. For purposes of this Section 4.2, a “Change in Control” means the occurrence of any of the following events:

  • Grant of Stock Units Pursuant to the terms and conditions set forth in this Stock Award Agreement (including Section 1 above) and the Plan, the Administrator hereby grants to the Awardee named in Section 1, on the Grant Date set forth in Section 1, the number of Stock Units set forth in Section 1.

  • Conversion of Stock Options (a) At the Effective Time, each option or other Equity Right to purchase shares of JCN Common Stock pursuant to stock options or stock appreciation rights ("JCN Options") granted by JCN under the JCN Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Highwoods Common Stock, and Highwoods shall assume each JCN Option, in accordance with the terms of the JCN Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Highwoods and its Compensation Committee shall be substituted for JCN and the committee of JCN's Board of Directors (including, if applicable, the entire Board of Directors of JCN) administering such JCN Stock Plan, (ii) each JCN Option assumed by Highwoods may be exercised solely for shares of Highwoods Common Stock (or cash, if so provided under the terms of such JCN Option), (iii) the number of shares of Highwoods Common Stock subject to such JCN Option shall be equal to the number of shares of JCN Common Stock subject to such JCN Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such JCN Option shall be adjusted by dividing the per share exercise price under each such JCN Option by the Exchange Ratio and rounding up to the nearest cent, (v) each JCN Option that would have become fully exercisable under a JCN Stock Plan as a result of a "change in control" will continue to be fully exercisable into shares of Highwoods Common Stock upon consummation of the Merger, and (vi) employment by Highwoods of a JCN employee upon consummation of the Merger will not be deemed a termination of employment by JCN that would limit such employee's rights to exercise any JCN Option under the provisions hereof. Notwithstanding the provisions of clause (iii) of the preceding sentence, Highwoods shall not be obligated to issue any fraction of a share of Highwoods Common Stock upon exercise of JCN Options and any fraction of a share of Highwoods Common Stock that otherwise would be subject to a converted JCN Option shall represent the right to receive a cash payment upon exercise of such converted JCN Option equal to the product of such fraction and the difference between the market value of one share of Highwoods Common Stock at the time of exercise of such Option and the per share exercise price of such Option. For purposes of this Section 3.7, the market value of one share of Highwoods Common Stock at the time of exercise of a JCN Option shall be the closing price of such common stock on the NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Highwoods) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.7, each JCN Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of JCN and Highwoods agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.7, including using its reasonable efforts to obtain from each holder of a JCN Option any reasonable Consent or Contract that may be deemed reasonably necessary or advisable in order to effect the transactions contemplated by this Section 3.7. Anything in this Agreement to the contrary notwithstanding, Highwoods shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.7 to a former holder of a JCN Option who has not delivered such Consent or Contract.

  • Acceleration of Exercisability Notwithstanding the schedule provided in subsection 3.2, the Option will become fully exercisable (unless Participant chooses to decline accelerated Vesting of all or any portion of the Option) upon the occurrence of either:

  • Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

  • Acceleration of Exercisability of Option (a) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control,” as defined in Section 9(b) of the Plan.

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