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. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that:
(a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration;
(b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and
(c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and...
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. ▇▇▇▇▇ acknowledges that all compensatory awards denominated in common stock of Holdings held by him as of the date hereof are set forth on Exhibit A. In satisfaction of the provisions of Section 5(e)(ii)(B) of the Employment Agreement, as of the Effective Date, (i) with respect to the Employee Stock Option Agreement—Performance Options, dated as of November 21, 2014, between Holdings and ▇▇▇▇▇ (as modified in connection with Holdings' separation from Herc Holdings, Inc.), options to purchase 85,963 shares of Holdings common stock at $90.16 per share shall vest and (ii) with respect to the Performance Stock Unit Agreement, dated as of December 1, 2015, between Holdings and ▇▇▇▇▇ (as modified in connection with Holdings' separation from Herc Holdings, Inc.), performance stock units in respect of 60,174 shares of Holdings common stock shall vest and be distributed to ▇▇▇▇▇ within five business days of the Date of Termination; provided, the Company agrees that any necessary tax withholding required as part of the distribution of shares in settlement of the performance stock units shall be covered by the Company withholding shares that would otherwise be distributed to ▇▇▇▇▇, as permitted by the terms of the performance stock unit award agreement, and that ▇▇▇▇▇ shall not be required to make any additional payment to cover any such required withholding tax. Any equity-based awards held by ▇▇▇▇▇ that are not vested as of the Date of Termination and that do not vest pursuant to the immediately preceding sentence shall be forfeited as of the Date of Termination. Any options to purchase shares of Holdings common stock that are vested as of the date hereof or that vest pursuant to this Agreement shall remain exercisable until the earlier of (a) the 90th day following the Date of Termination (or, if later, the 90th day following expiration of any blackout period in effect with respect to such options) and (b) any cancelation or termination in connection with a change in control, as provided in the applicable award agreement.
Equity-Based Awards. (a) The Company shall cause each option to purchase shares of Company Common Stock or stock appreciation right relating to Company Common Stock granted under a Company Benefit Plan that provides for equity-based compensation (each such Company Benefit Plan, a “Company Stock Plan”) that is outstanding immediately prior to the Effective Time (a “Company Stock Award”) to become vested and exercisable prior to the Effective Time and shall, in accordance with the terms of the applicable Company Stock Plan, provide notice to all holders of Company Stock Awards that any Company Stock Award not exercised prior to the Effective Time shall be cancelled and terminate upon the Effective Time. In consideration of such cancellation and termination of Company Stock Awards, the Company shall pay to each holder of a Company Stock Award within five business days following the Effective Time an amount, less applicable withholding Taxes, in cash with respect to each share of Company Common Stock subject to the Company Stock Award equal to (i) the Merger Consideration minus (ii) the per share exercise price or strike price of the Company Stock Award. If Parent determines the consent of a holder of a Company Stock Award is required to effectuate the termination of any Company Stock Award, then the Company shall (i) use its reasonable best efforts to obtain such consent from the holder of such Company Stock Award for no additional consideration, except as approved by Parent in advance and (ii) shall make any amendments to the terms of the Company Stock Plans or awards thereunder that may be necessary or advisable to give effect to the termination of such Company Stock Awards, subject to the advance approval of Parent which approval shall not be unreasonably withheld. The Company shall require the holder of any Company Stock Award exercised prior the Effective Time to satisfy any withholding obligation with respect to such Company Stock Award in accordance with the terms of the applicable Company Stock Plan and award agreement.
(b) Each award of restricted Company Common Stock granted under a Company Stock Plan that is outstanding immediately prior to the Effective Time (the “Restricted Shares”) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, vest and the restrictions with respect thereto shall lapse, and such shares shall be converted into, in accordance with Section 2.1, the right to receive an amount, without interest, a...
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. 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. 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: