Company Equity Plan Sample Clauses

Company Equity Plan. During the period of the Executive's employment with the Company he will be eligible to participate in the Company Equity Plan, at a target opportunity similar in amount to other senior executives at his level. The Company Equity Plan may be adjusted or modified from time to time by the Company in its discretion.
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Company Equity Plan. The board of directors and shareholder(s) of TopCo shall, in consultation with the Company and ARYA, approve and adopt an omnibus equity incentive plan (“TopCo Equity Plan”), in the manner prescribed under Section 422 of the Code and other applicable Laws, effective prior to the Closing Date, reserving 10,006,230 TopCo Ordinary Shares for grant thereunder (including the TopCo Ordinary Shares underlying the options to be granted pursuant to Sections 2.6(c) and 2.6(d) herein) and with vesting terms and conditions set forth on Section 6.12 of the Company Disclosure Schedule (other than the options referenced in Sections 2.6(c) and 2.6(d) herein, which shall be subject to the vesting terms set forth in such sections) and such other terms and conditions that are reasonably satisfactory to the Company and ARYA prior to the Closing or the compensation committee of the TopCo Supervisory Board following the Closing. Subject to the immediately subsequent sentence, TopCo will grant options to purchase TopCo Ordinary Shares under the TopCo Equity Plan (“TopCo Options”), in such amounts and allocations as the TopCo Board shall determine, which will vest in accordance with the vesting schedule set forth in Section 6.12 of the Company Disclosure Schedule and have such other terms and conditions that are reasonably satisfactory to the Company and ARYA prior to the Closing or by the TopCo Supervisory Board (or, if there only is one board of directors of TopCo at such time, then such board of directors of TopCo). As promptly as practicable after the date hereof (but in any event prior to the mailing of the Registration Statement / Proxy Statement with the SEC), ARYA and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either ARYA or the Company) to the members of management of the Company that will receive performance-based options out of the TopCo Equity Plan with the vesting schedule described in Section 6.12 of the Company Disclosure Schedule at or prior to the Closing and the allocation thereof among such management members in an aggregate amount of 3,645,742 performance-based options out of the TopCo Equity Plan, and each of ARYA and the Company shall reasonably cooperate and work in good faith with each other in order to determine the foregoing.”
Sample 1
Company Equity Plan. At the first meeting of the Board pursuant to Section 4.1(i) hereunder, the Board shall seek to establish an equity-based incentive plan (the "Equity Plan"). The terms and conditions of the Equity Plan shall be subject to approval by the Board by Supermajority Approval; provided, however, that the Equity Plan shall provide that any awards granted to MSK Directors, members of the Scientific Advisory Committee appointed by MSK or other individuals appointed by MSK may be assigned to MSK and any awards granted to Sequana Directors, members of the Scientific Advisory Committee appointed by Sequana or other individuals appointed by Sequana may be assigned to Sequana. Pursuant to the Equity Plan, the Board will initially reserve 300,000 shares of Class B Common Stock for the grant of awards to purchase shares of Class B Common Stock under the Equity Plan. The number of shares of Class B Common Stock reserved for issuance pursuant to the Equity Plan shall represent 20% of the outstanding shares of Common Stock on a fully diluted basis. Awards under the Equity Plan may be granted subject to Supermajority Approval to employees of the Company who are hired within the first eighteen months of the Company operations, members of the Board and members of the Scientific Advisory Committee.
Sample 1
Company Equity Plan. The Company shall have adopted such Company Board or committee resolutions as may be required to provide that no new awards shall be granted under the Company Equity Plan on or after the Closing Date.
Sample 1
Company Equity Plan. Prior to the effectiveness of the Registration Statement / Proxy Statement, the Company Board (a) shall approve and adopt the ServiceMax, Inc. 2021 Omnibus Incentive Plan and the ServiceMax. Inc. Executive Officer Severance and Change of Control Plan, substantially in the form attached hereto as Exhibit G and Exhibit H and with any changes or modifications thereto determined by the Company Board, after reasonable consultation with Pathfinder and an independent compensation consultation, (the “Company Post-Closing Incentive Equity Plans”), in the manner prescribed under applicable Laws, effective at least one day prior to the Closing Date, and (b) may approve and adopt an employee stock purchase plan, with such terms and conditions determined by the Company, after reasonable consultation with Pathfinder and an independent compensation consultation, substantially in the form attached hereto as Exhibit I (the “Company Post-Closing Employee Stock Purchase Plan”), in the manner prescribed under applicable Laws, effective at least one day prior to the Closing Date.
Sample 1
Company Equity Plan. At or immediately prior to the Effective Time, the Company shall terminate the Company Equity Plan and any award agreements entered into under the Company Equity Plan.
Sample 1
Company Equity Plan. Evidence of the termination of the Company Equity Plan.
Sample 1
Company Equity Plan. Within five (5) Business Days after the date of this Agreement, the Company Board, the Compensation Committee of the Company Board or a committee appointed by the Company Board to administer the Company Equity Plan, as applicable, shall adopt resolutions resolving to interpret and clarify that the “Purchase” (as defined in the Term Sheet) does not constitute a “Change in Control” as defined in the Company Equity Plan.
Sample 1

Related to Company Equity Plan

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Equity Plan The Share Options and this Agreement shall be subject to the terms of the Plan, to the extent the terms of such Plan are not inconsistent with the terms of this Agreement. In the event of any inconsistency between the terms of the Plan and the terms of this Agreement, this Agreement shall govern.

  • Equity Plans Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

  • Treatment of Company Equity Awards (a) At the Effective Time, each outstanding Company RSU shall, automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in shares of Company Common Stock and shall be converted into a restricted stock unit denominated in shares of Parent Common Stock (each, a “Parent RSU”). The number of shares of Parent Common Stock subject to each such Parent RSU shall be equal to the product (rounded to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (y) the Equity Exchange Ratio. Except as specifically provided above, following the Effective Time, each such Parent RSU shall continue to be governed by the same terms and conditions (including vesting and forfeiture terms) as were applicable to the corresponding Company RSU immediately prior to the Effective Time, but shall be treated as if a “change in control” has occurred in accordance with Section 6.13(d). Dividend equivalent rights associated with Company RSUs that are denominated in Company RSUs shall be treated consistent with this Section 3.2(b) and such rights denominated in cash shall be provided for in the Parent RSU and shall continue to be governed by the same terms and conditions (including vesting and forfeiture terms) as were applicable to the corresponding Company RSU immediately prior to the Effective Time.

  • Company Stock Plans (a) Effective as of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (each a “Company Option” and collectively, the “Company Options”) granted under the Company’s 1991 Incentive Stock Option Plan, 1997 Stock Option Plan or 2005 Stock Incentive Plan (the “Company Stock Plans”) or granted outside of a plan, without regard to the extent then vested and exercisable, shall be cancelled and, in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, promptly following the Effective Time, pay to such holders of Company Options, an amount in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option and (y) the number of unexercised Shares subject thereto (such payment, if any, to be net of applicable Taxes withheld pursuant to Section 2.5).

  • Company Option Plans At the Effective Time, each then outstanding option (collectively, the "Options") to purchase or acquire shares of Company Common Stock under the Company's 1993 Stock Option Plan, as amended, the Company's 1998 Incentive Compensation Plan and the director option to purchase 48,660 shares of Company Common Stock (collectively, the "Option Plans"), whether or not then exercisable or vested, shall be cancelled and shall represent the right to receive in cash an amount equal to the product of (i) the number of shares of Company Common Stock subject to each such Option and (ii) the excess of (A) the Common Stock Merger Consideration over (B) the per share exercise price of such Option. Prior to the Effective Time, the Company shall take all actions (including, if appropriate, obtaining any consents from holders of Options or making any amendments to the terms of the Option Plans) that are necessary to give effect to the transactions contemplated by this Section. Notwithstanding any other provision of this Section, payment may be withheld in respect of any stock option until necessary consents are obtained.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • Stock Plans With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s knowledge, was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) in the financial statements (including the related notes) of the Company.

  • Equity Incentive Plans Each stock option granted by the Company under the Company’s equity incentive plan was granted (i) in accordance with the terms of the Company’s equity incentive plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s equity incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.