Annual Equity Program Clause Samples
The Annual Equity Program clause defines the terms under which an employee or participant is granted equity awards, such as stock options or restricted stock units, on a yearly basis. Typically, this clause outlines eligibility criteria, the timing and method of grant, and any performance or service conditions required to receive the awards. Its core function is to incentivize and retain key personnel by providing them with a recurring ownership stake in the company, aligning their interests with those of shareholders and supporting long-term organizational goals.
Annual Equity Program. The Employee will be eligible to participate in the WWI’s annual stock-based incentive compensation program, in accordance with the terms and conditions of such program, as amended from time to time. The Employee's position will have a target aggregate grant amount value of 125% of Salary pursuant to Article 5.1 of this Employment Agreement (allocated and subject to such terms as determined by WWI’s Compensation Committee in its sole discretion, provided, however, that such terms shall be the terms and methodology used for other similarly situated executives). For 2023, the Employee shall be entitled to the full annual equity award if the Starting Date is on or before June 30, 2023, and a pro-rated amount of your annual equity award if the Starting Date is between July 1, 2023 and September 30, 2023. If the Starting Date is between October 1, 2023 and December 31, 2023, the Employee will not be eligible to participate in WWI’s annual stock based incentive compensation program until 2024. All annual equity awards are subject to the Employee's continued employment with the Company, and shall be governed by WWI’s stock-based incentive compensation plan documents and relevant agreements, as well as any additional terms and conditions as determined by the Compensation Committee at its sole discretion. WWI’s stock-based incentive compensation program may be modified or terminated at any time without any compensation. The Employee is not entitled to a pro rata temporis bonus. The annual equity award is a special allowance and is at the sole discretion of WWI. The Employee is no way entitled to claim any award. In particular, the granting of an award in a particular year does not give rise to an award entitlement for the following years. The amount of the award, if any, is also at the sole discretion of WWI. Employment Agreement by and between ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and WW (SWITZERLAND) SA
Annual Equity Program. 10.1 You will be eligible to participate in the annual equity program according to the award design and levels approved by the Human Resources and Compensation Committee of the Board of Directors (the HRCC) at the time of the grant. Any share units granted to you will be subject to the terms and conditions of the 2019 Clarivate Incentive Award Plan (or its successor plan) (the “Plan”), the grant agreement which will be provided to you as soon as administratively practical after any grant is approved, and the terms of any grant notice. From time to time, as business conditions dictate, Clarivate may revise eligibility and the types of equity provided in the annual equity program. Any future grants or awards under the Plan are made entirely at the discretion of Clarivate and approval from the HRCC.
10.2 You will receive an initial 2023 grant with an aggregate grant date target value of USD 2,000,000, with award mix of 50% in Restricted Share Units (RSUs) and 50% in Performance-Based Restricted Share Units (PSUs), and granted within 15 days of your Commencement Date.
10.3 The 2024 annual award equity grant will have target value of at least USD 2,000,000 for your role as the Executive Vice President and the President of the Academia & Government segment as recommended by management and subject to approval of the HRCC of the Board of Directors in its discretion.
10.4 You will receive a one-time sign-on award of RSUs with an aggregate grant date target value of USD 6,000,000 (the “Sign-On Award”) to be granted within 15 days of your Commencement Date. RSUs will vest over three years: 40% on each of the first and second anniversaries of your Commencement Date, and 20% on the third anniversary of your Commencement Date. In the event your employment is terminated without Cause, any unvested outstanding awards of RSUs under the Sign-On Award, shall be immediately vested and released. In the event your employment is terminated for Cause within one year after full vesting of the Sign-On Award, you agree to pay Clarivate in cash the after-tax value of any portion of the Sign-On Award that has vested as of your termination date.
Annual Equity Program. So long as the Term of Employment has not terminated and provided that the Executive has not given notice of intent to terminate employment, except as expressly provided in the next sentence, for each calendar year during the Term of Employment and following the Spinoff Effective Date, whenever ContentCo grants its regular annual long-term incentive awards each year, the Executive will be eligible to receive an annual long-term incentive compensation award (the “Annual ContentCo LTI Award”) with a target value equal to (i) $15,500,000 in the first calendar year in which an Annual ContentCo LTI Award and (ii) $7,500,000 per year in each subsequent calendar year during the term of this Agreement. Notwithstanding the immediately preceding sentence, if the Spinoff Effective Date occurs after the Executive has already received an annual PRSU award in the Consummation Year pursuant to the terms of the Prior Agreement, then the Executive shall not be entitled to an Annual ContentCo LTI Award hereunder for the Consummation Year. Fifty percent (50%) of the value of any Annual ContentCo LTI Award made under this Paragraph 6(c) on or following the Spinoff Effective Date shall be made in the form of time-based restricted stock units (“RSUs”) and the remaining fifty percent (50%) of the value of such Annual ContentCo LTI Award shall be made in the form of performance-based restricted stock units (“PRSUs”). The terms and conditions of, and calculation of number of awards subject to, the Annual ContentCo LTI Award made following the Spinoff Effective Date shall be based on ContentCo’s then-standard practices and procedures for awards to other senior executives of ContentCo, as determined by the Compensation Committee; provided that upon the Executive’s termination of employment pursuant to Paragraph 11(a), (c) or (d) hereof, any outstanding RSUs or PRSUs then held by the Executive shall be treated as provided in such Paragraph. (d) 2025 Signing Awards. Effective as of the date hereof (June 12, 2025), the Executive shall receive a grant of 20,898,776 options to purchase WBD common stock (the “Signing Stock Options”) under the Warner Bros. Discovery Stock Incentive Plan (as amended and restated from time to time, the “WBD Incentive Plan”). Except as specifically stated herein, the Signing Stock Options shall have terms and conditions consistent with the Company’s standard award agreement, including a maximum term of seven (7) years from the date of grant. If a Spinoff is c...
Annual Equity Program. So long as the Term of Employment has not terminated and provided that neither the Executive nor NetworkCo has given notice of intent to terminate employment, except as expressly provided in the next sentence, for each calendar year ending during the Term of Employment and following the Spinoff Effective Date, NetworkCo shall grant to Executive an annual equity award under the then-effective equity incentive plan of NetworkCo (the “Stock Plan”) at an annual target value of Sixteen Million Dollars ($16,000,000) during the normal annual grant cycle in accordance with NetworkCo’s then-standard
Annual Equity Program. In 2024, depending upon the date of Closing, you will receive a Long-Term Incentive grant either through the Olink Long-Term Incentive Plan or the Thermo ▇▇▇▇▇▇ Long-Term Incentive Plan. In 2025, you will also be eligible for consideration for additional stock grants annually beginning in the 2025 annual compensation planning cycle. Our annual equity awards for executives generally consist of stock options, time-based restricted stock units, and performance-based restricted stock units (PRSUs). The stock options will be granted at a price that approximates market value on the date of grant. The options are eight-year options and will vest 25% each year on the anniversary of the grant date over a four-year period. Vested options are exercisable at any time during the remainder of their eight-year term. The restricted stock units vest over a 3½ year period, with 15% vesting six months following the grant date, and 25%, 30% and 30% vesting 18 months, 30 months, and 42 months following the grant date, respectively. The underlying shares will be delivered to you in an account with Fidelity Investments shortly after vesting, subject to statutory withholding requirements. The performance-based restricted stock units are measured against predetermined performance metrics after one year, and at that time the number of PRSUs are adjusted by a multiplier of 0% to 200%. These adjusted PRSUs vest over a 3-year period, 33% each year. All equity awards are subject to the Board’s final determination of equity award types, mix and terms as well as all the terms and conditions of the applicable agreements and accompanying documents, which will be given to you subsequent to the approval of the grants. Severance: As an executive of Thermo Fisher, you would be entitled to, among other benefits, severance pay equal to the sum of (i) 12 months of your base salary and (ii) your target bonus amount under the AIP, in each case, as in effect at the time of termination if your employment is terminated without “cause” (as defined in the Company’s Severance Policy), including due to a workforce reduction or job elimination, payable in accordance with the policies and procedures of the Severance Policy, including, for the avoidance of doubt, the requirement to execute and not revoke a release of claims in accordance with Section 4.4 of the Severance Policy. Furthermore, if your employment is terminated without “cause”, then your obligations under Section 2 of the Selling Shareholder agr...
Annual Equity Program. So long as the Term of Employment has not terminated and provided that neither Executive nor Company has given notice of intent to terminate employment, except as expressly provided in the next sentence, following the Spinoff Effective Date, for each calendar year during the Term of Employment, Executive shall receive an annual equity award under the Streaming & Studios’ then-effective equity incentive plan or a successor plan (the “Stock Plan”) at an annual target value of Ten Million Six Hundred Thousand Dollars ($10,600,000) during the normal annual grant cycle in accordance with Streaming & Studios’ then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). Notwithstanding the immediately preceding sentence, if in the Spinoff Year, the Spinoff Effective Date occurs after Executive has already received an annual equity grant under the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan (the “WBD Plan”) for such year, then the Executive shall not be entitled to the Annual Equity Grant under the Stock Plan for such year. The value of any Annual Equity Grant shall be comprised of equity instruments in the form determined by the compensation committee of the Board of Directors of Streaming & Studios (the “Compensation Committee”). The terms and conditions, including vesting schedules, and calculation of number of units shall be based on Streaming & Studios’ standard practices and procedures for awards to Senior Executives, as determined by the Compensation
Annual Equity Program. 10.1. You will be entitled to participate in the annual equity program according to the award design and levels approved by the HRCC at the time of the grant. Any share units granted to you will be subject to the terms and conditions of the Clarivate 2019 Incentive Award Plan (the “Plan”), the grant agreement which will be provided to you as soon as administratively practical after any grant is approved, and the terms of any grant notice. From time to time, as business conditions dictate, Clarivate may revise eligibility and the types of equity provided in the annual equity program. Any future grants or awards under the Plan are made entirely at the discretion of Clarivate and approval from the HRCC.
10.2. You will receive an initial 2024 equity grant with an aggregate grant date target value of USD $3,500,000, with an award mix of 50% in RSUs and 50% in Performance-Based Restricted Share Units (“PSUs”), granted within 15 days of your Commencement Date. RSUs will vest ratably over the 3 years following the grant date, with one-third of the award vesting on each of the first three anniversaries of the grant date, subject to your continued service. 100% of the PSUs will vest following the end of the applicable performance period, subject to your continued service.
10.3. Subject to your continued employment through the applicable grant date (and provided you have not previously provided Prior Notice), your 2025 annual equity grant will have target value of at least USD $6,000,000, as recommended by management and subject to approval of the HRCC of the Board of Directors (at such time as annual equity grants to executives are otherwise approved) in its discretion, with an award mix of 50% in RSUs and 50% in PSUs. For the avoidance of doubt, the value of your annual equity grant for 2026 and any future fiscal year, if any and, in any case, subject to your continued employment at such time, shall be determined by the HRCC of the Board of Directors in its discretion.
10.4. You will receive a one-time sign-on award of RSUs with an aggregate grant date target value of USD $500,000 (the “Sign-On Award”) to be granted within 15 days of your Commencement Date. RSUs will vest on the first anniversary of the date of grant, subject to your continued service. In the event your employment is terminated for Cause at any time prior to or within one year after full vesting of the Sign-On Award, you agree to pay Clarivate in cash the after-tax value of any portion of the Sign-...
Annual Equity Program. You shall continue to be eligible to participate in the Company’s annual stock-based incentive compensation program, in accordance with the terms and conditions of such program, as amended from time to time. With respect to the Company’s annual stock-based incentive compensation program for fiscal 2017, you shall have a target aggregate grant amount value of 125% of your Base Salary (allocated and subject to such terms as determined by the Company’s Compensation Committee in its sole discretion).
Annual Equity Program. So long as the Term of Employment has not terminated and provided that neither Executive nor Streaming & Studios has given notice of intent to terminate employment, except as expressly provided in the next sentence, for each calendar year ending during the Term of Employment and following the Spinoff Effective Date, Executive shall receive an annual equity award under the Streaming & Studios’ then-effective equity incentive plan or a successor plan (the “Stock Plan”) during the normal annual grant cycle in accordance with Streaming &