Annual Equity Incentive. During the Employment Term, the Company shall grant Executive an annual equity incentive award within the first three (3) months of each fiscal year (or the first seven (7) months for fiscal year 2020) of the Company with a minimum aggregate target value of $3,500,000 for each such award (as may be increased from time to time, the “Annual Equity Incentive Award”), with the valuation methodology for such awards to be determined by the Board (or a committee thereof) in the reasonable good faith exercise of its discretion. The Executive’s Annual Equity Incentive Award shall be subject to annual review by the Board (or a committee thereof), and may be increased (but not decreased) from time to time as determined by the Board (or a committee thereof). The Annual Equity Incentive Awards will be comprised of a mix of fifty percent (50%) of the minimum aggregate target value granted as restricted stock units, with time-based vesting conditions that are not less favorable than vesting in equal quarterly installments over four years, and fifty percent (50%) of the minimum aggregate target value granted as performance stock units (“PSUs”), provided Executive shall have the opportunity to earn a greater amount of PSUs for performance above target and, if the performance-based vesting for such PSUs for performance above target is subject to a maximum, such maximum shall be equal to an amount that is at least equal to 300% of one half (1/2) of the minimum aggregate target value. The performance/vesting period for such PSUs shall be between two (2) and three (3) years, as determined by the Board (or a committee thereof) in the reasonable good faith exercise of its discretion. The Board (or a committee thereof) shall set reasonable and appropriate Company and/or individual performance goals for each annual PSU grant, in consultation with the Chief Executive Officer, by no later than (i) July 31st for the 2020 performance year, and (ii) March 31 for each performance year thereafter. The earned PSUs for any given fiscal year will be determined based on overall Company performance and/or Executive’s individual performance (as applicable), as determined in the sole discretion of the Board (or a committee thereof) and provided Executive remains employed by the Company through the applicable performance period.
Annual Equity Incentive. Each calendar year during the Term, the Executive will be eligible for an incentive equity award, with an annual target fair market value equal to $1,150,000. Payment of such annual equity incentive award will be determined, based upon the Executive’s satisfaction of goals and objectives established by the Board in consultation with the Executive. Notwithstanding any provision contained herein, for the period beginning on the Effective Date and ending on December 31, 2019, the Executive shall receive an incentive equity award with a minimum value equal to (A) the annual target value noted above, multiplied by (B) a fraction, the numerator of which is the number of days remaining in the 2019 calendar year on and after the Effective Date and the denominator or which is 365. Any portion of the annual equity incentive award that vests and is payable pursuant to this Section 3(c) will be paid to the Executive no later than March 15th of the calendar year following the calendar year for which such annual equity incentive award is payable and shall be subject to the Employer’s 5-year sale restriction and its Compensation Recoupment and Restitution Policy.
Annual Equity Incentive. Executive shall be entitled to receive an annual equity grant equal to at least 400% of Base Salary on the date of grant in accordance with terms and conditions of the Company’s stock incentive plan and long term incentive grants made to other executives of the Company. The Company’s current policy as of the date first written above is to grant 2/3rds of the annual equity award in the form of restricted stock units (“RSUs”) that vest pro-rata over 3-years on each anniversary of the grant date subject to Executive’s continued employment on each such vesting date and 1/3rd in the form of performance restricted stock units that cliff-vest on the 3rd anniversary of grant date subject to Executive’s continued employment on such vesting date and subject to the achievement of performance thresholds established by the Compensation Committee. Notwithstanding any accelerated vesting on a change in control that may be provided in the grant provisions applicable to other executives on a change in control, the Company shall not be required to include such provision in the grants given to the Executive, but, instead, the provisions of the Continuity Agreement shall apply. The Company reserves the right to change its grant policy from time to time. For the 2017 grant, such grant shall be made at the same time and in the same manner as grants are made to other executives of the Company, and to the extent the Commencement Date occurs following the regular grant date for all or any portion of the 2017 annual equity grant, Executive will receive the missed portion of the grant upon or promptly following the Commencement Date with the share value computed as if the grant date for the missed portion had been the Commencement Date.
Annual Equity Incentive. You will be eligible for annual equity awards under the Company’s equity compensation plan. The CEO’s annual award is currently in the range of an aggregate value of $1,000,000-$2,000,000 subject to vesting, provided and notwithstanding the foregoing, the equity award(s) shall be determined at the complete and total discretion of the Compensation Committee.
