Equity-Based Awards Sample Clauses
The Equity-Based Awards clause defines the terms under which employees or other parties may receive compensation in the form of company equity, such as stock options, restricted stock units, or other equity instruments. This clause typically outlines eligibility criteria, vesting schedules, and the conditions under which awards may be granted, exercised, or forfeited. By establishing clear rules for equity compensation, the clause incentivizes performance and aligns the interests of recipients with those of the company, while also providing transparency and managing expectations regarding ownership rights.
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Equity-Based Awards. (a) At the Effective Time, each outstanding option (each, a “CBTC Stock Option”) to purchase shares of CBTC Common Stock, whether vested or unvested, under any and all plans of CBTC under which stock options have been granted (collectively, the “CBTC Stock Plans”) shall vest only as provided pursuant to the terms thereof and shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such CBTC Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of CBTC Common Stock subject to the CBTC Stock Option multiplied by (b) the Exchange Ratio. Such product shall be rounded down to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each Replacement Option shall equal (y) the exercise price per share of shares of CBTC Common Stock that were purchasable pursuant to such CBTC Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each CBTC Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and all other options shall be adjusted in a manner that maintains the options exemption from Section 409A of the Code. At or prior to the Effective Time, CBTC shall use its reasonable best efforts to obtain any necessary consents from optionees with respect to the CBTC Stock Plans to permit replacement of the outstanding CBTC Stock Options by United pursuant to this Section and to permit United to assume the CBTC Stock Plans. CBTC shall further take all action necessary to amend the CBTC Stock Plans to eliminate automatic grants or awards thereunder, if any, following the Effective Time. At the Effective Time, United shall assume the CBTC Stock Plans; provided that such assumption shall only be with respect to the Replacement Options and shall have no obligation to make any additional grants or awards under the CBTC Stock Plans other than those grants or awards that have been made or accrued prior to the Effective Time. United shall file a post-effective amendment to the Registration Statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Common Stock subject to such Replacement Options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use commercially reasonable efforts t...
Equity-Based Awards. (a) Each award of restricted share units that corresponds to Shares and vests solely based on the passage of time (each, a “Company RSU Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule).
(b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested as of the Effective Time, shall, as of the Effective Time, be cancelled in exchange for the payment of the Merger Consideration with respect to the number of Shares equal to the total number of Shares with respect to which such Company PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective Time shall automatically, and without any required action of the holder thereof, be cancelled without consideration.
(c) Each award of restricted Company Common Stock that is outstanding immediately prior to the Effective Time (the “C...
Equity-Based Awards. For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2014 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”).
Equity-Based Awards. The Executive may from time to time be awarded such restricted stock units, stock options or other equity-based awards as the Board or the Compensation Committee determines to be appropriate.
Equity-Based Awards. (a) The terms of each outstanding option to purchase shares of Company Stock under any Company Stock Plan, if any such options remain unexpired prior to the Effective Time (a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Company Stock subject to such Company Stock Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.
(b) The terms of each outstanding restricted stock grant relative to shares of Company Stock under any Company Stock Plan (a “Company Stock Grant”), whether or not vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Grant outstanding immediately prior to the Effective Time shall be converted into a grant (each, an “Adjusted Grant”) on the same terms and conditions as were applicable under such Company Stock Grant immediately prior to the Effective Time, for the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock subject to such Company Stock Grant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio.
(c) Parent shall take such actions as are necessary for the assumption of the Company Stock Options and Company Stock Grants, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated hereunder.
Equity-Based Awards. Unless specified otherwise in the purchase agreement or other controlling agreement, all equity-based awards previously granted to Executive and outstanding at the time of a Change in Control shall be treated as set forth below.
Equity-Based Awards. Except for grants which are disclosed in the General Disclosure Package and the Prospectus, the Company has not granted to any person or entity, a stock option or other equity-based award to purchase Common Stock, pursuant to an equity-based compensation plan or otherwise.
Equity-Based Awards. The parties acknowledge that the Executive presently holds options to acquire shares of Kohlberg Sports Group. In connection with the reorganization transactions undertaken in contemplation of the initial public offering of common shares of BPS, those options (the “Outstanding Options”) will be fully vested and converted into options to acquire shares of BPS (the “Rollover Options”) as of the Effective Date. The Rollover Options will be subject to the terms and conditions of the ▇▇▇▇▇ Performance Sports Ltd. Rollover Stock Option Plan (the “Rollover Plan”) and the award agreement governing Rollover Options to be entered into between BPS and the Executive. Effective on or about the Effective Date, the Executive shall be granted additional options (the “IPO Awards”) to acquire common shares of BPS under the ▇▇▇▇▇ Performance Sports Ltd. 2011 Stock Option Plan (the “2011 Plan”), and during the Term the Executive shall be eligible to receive additional awards thereunder. The terms and conditions of the IPO Awards and any other such awards shall be as set forth in the 2011 Plan and award agreements entered into between BPS and the Executive.
Equity-Based Awards. Executive shall be eligible for grants of restricted stock, stock options, stock appreciation rights, restricted stock units, incentive awards, other stock-based awards and dividend equivalents (collectively, “Equity-Based Awards”) from time to time as shall be determined by the Compensation Committee in its sole discretion, and shall be subject to such vesting, exercisability, and other provisions as the Compensation Committee may determine in its discretion, after reviewing the performance of both Executive and the Company. All Equity-Based Awards shall be governed in all respects by the terms of the applicable agreements executed in connection with any grant and the plan documents governing such Equity-Based Awards.
Equity-Based Awards. With respect to restricted stock awards subject to time-based vesting conditions (the “Time-Based Awards”) or performance-based vesting conditions (the “Performance-Based Awards”) granted under the Company’s 2017 Performance Incentive Plan (as amended from time to time, the “Plan”) and the applicable award agreements thereunder, subject to Executive’s (a) execution and non-revocation of the Release Agreement and (b) compliance with the obligations and covenants under this Agreement: