Compensatory Equity. Subject to approval by the Board, the Company will grant you Restricted Stock Units (“RSU”) covering one million two hundred fifty thousand (1,250,000) shares of the Company’s common stock (the “Initial RSU Grant”). Three hundred and twelve thousand five hundred (312,500) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to according to the applicable plan in place. In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent...
Compensatory Equity. Executive will be eligible to be awarded options to acquire common stock or other equity compensation awards under the Company's or its affiliates' stock incentive plan (once such plan is adopted and approved by the Board and Company stockholders). Executive's equity awards level will be determined by the administrator of the stock incentive plan.
Compensatory Equity. (a) You will be entitled to receive stock options, with a ten (10) year term, to purchase up to an aggregate of Seven Million Two Hundred Fourteen Thousand Nine Hundred Two (7,214,902) shares of Common Stock, $.001 par value per share, of the Company. The exercise price under such stock options shall be $2.1622 per share (which is the fair market value of a common share of the Company as of the Effective Date as determined by the Board). Your right to receive such stock options shall be subject to your execution and delivery of Stock Option Agreements substantially in the forms attached hereto as EXHIBIT D (the "Stock Option Agreements"). Such stock options will be incentive stock options (as defined under Section 422 of the Internal Revenue Code of 1986, as amended) to the maximum extent permitted by law and as provided in the incentive stock agreement provided in EXHIBIT D. You acknowledge receipt by the Company of a complete copy of its Amended and Restated 2000 Stock Option/Stock Issuance Plan, as amended (the "Plan") and the stock options shall be granted to you pursuant to the Plan (and such granted options shall receive any and all benefits provided under the Plan other than any accelerated vesting provisions). Such stock options shall commence vesting as of the Effective Date and shall continue to vest during any continuous period in which you have continuously been in service to the Company (or a parent holding company or subsidiary of the Company) as an employee, director and/or consultant. The Company acknowledges and agrees that for purposes of this Agreement and the Stock Option Agreements, it is the understanding and intent of the parties that your service to the Company as an employee shall be deemed to be continuous and to constitute "Continuous Service" within the meaning of the Stock Option Agreements so long as your employment under this Agreement has not been terminated by the Company (with or without Cause) or by you (with or without Good Reason) or by your death. Such stock options will become vested as set forth in the Stock Option Agreements (including but not limited to the Vesting Schedule attached to each Stock Option Agreement). If you cease to provide such services (unless such cessation of services is due to the termination of your employment by the Company with Cause or by you without Good Reason), then (subject to the 10 year option term expiration date) you will be permitted to exercise such vested stock options until nine ...
Compensatory Equity. Executive will be awarded options (the “Options) to acquire shares of common stock of the Company (the “Shares”) equal to one percent (1%) of the Shares issued by the Company on August 20, 2010. Executive shall have the right to exercise fifty percent (50%) of the Options after March 17, 2011 at the price of $9.85 per share ( “Entitled Price I”) but not less than 100% of the fair market value on the date of award as defined under the Company’s 2010 Stock Incentive Plan (the “Fair Market Value”) and to exercise the remaining fifty percent (50%) of the Options after March 17, 2012 at a price equal to the closing price of the Shares on the first trading day after March 17, 2012 multiplied by 1.25 (“Entitled Price II”, together with Entitled Price I, each an “Entitled Price”) but not less than 100% of the Fair Market Value. In the event that an Entitled Price is lower than the Fair Market Value, Executive shall pay an exercise price equal to the Fair Market Value and the Company shall compensate Executive for the difference between such Entitled Price and the Fair Market Value in the form as reasonably requested by Executive. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a stock split, a reverse stock split, a reclassification or other distribution of the Shares without the receipt of consideration by the Company, of or on the common stock of the Company, a recapitalization, a combination, a spin-off or a similar occurrence, during the period from August 20, 2010 to the date of award of the Options, the Company shall make equitable and proportionate adjustments to the number of Shares available and the exercise price under any outstanding Options.
Compensatory Equity. Xxxx will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
Compensatory Equity. Hickock will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
Compensatory Equity. Sek will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
Compensatory Equity. Hoeffner will be eligible to be awarded options to acquire common stock or other equity compensation awards under Axesstel’s 2004 Equity Incentive Plan or other equity incentive plans subsequently adopted by Axesstel or its affiliates. The timing and amount of any equity awards will be determined by the administrator of the equity incentive plan.
Compensatory Equity. Vendor will be awarded options (the “Options) to acquire shares of common stock of the Company (the “Shares”) in the amount of 200,000 Shares subject to the terms and conditions of the Company’s 2011 ESOP.
