Equity-Based Awards. (a) Employee shall be eligible for awards under any Employer incentive stock plan or other equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of and approval by the Board (or the Committee) (not to be unreasonably withheld), based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices. (b) In connection with entering into this Agreement and in recognition of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day of the Measurement Period (as defined in Section 6(b)(iii) of this Agreement) (the “Grant Date”) without further action of the Committee, subject to, in each case, (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value of the Common Stock on the Grant Date. The Options underlying the Option Award shall be exercisable during the Term following vesting, subject to Employee’s continued service with Employer at the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall be subject to the terms and conditions of the Plan and Employer’s standard form of award agreement.
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Equity-Based Awards. (a) Employee 8.1 During the Employment Period, the Executive shall be eligible for awards under any Employer incentive stock plan or other equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of and approval by the Board (or the Committee) (not to be unreasonably withheld), based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or receive equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day of the Measurement Period (as defined in Section 6(b)(iii) of this Agreement) (the “Grant Date”) without further action of the Committee, subject to, in each case, (x) Employee’s continued service accordance with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value of the Common Stock on the Grant Date. The Options underlying the Option Award shall be exercisable during the Term following vesting, subject to Employee’s continued service with Employer at the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall be subject to the terms and conditions of the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan (as it may be amended or amended and Employerrestated from time to time, the “SIP”). Commencing in 2022, the Executive will be eligible for an annual SIP award opportunity with a target grant date fair value equal to two hundred percent (200%) of Base Salary. For the avoidance of doubt, the grant of any award under the SIP is entirely within the discretion of the Board and the Compensation Committee and any such award may consist of time-based and/or performance-based awards.
8.2 If the Executive’s standard employment is terminated by the Employer without Cause or due to Disability, by the Executive for Good Reason, or upon death (each, a “Qualifying Termination”), in each case, subject to Executive’s continued compliance with any restrictive covenants by which he may be bound and the release requirements (described in Sections 8.3 and 8.4), any (i) outstanding unvested time-based SIP awards, if any, shall fully vest and (ii) outstanding unvested performance-based SIP awards, if any, shall remain outstanding through the applicable performance period and shall be eligible to vest in accordance with the applicable performance criteria.
8.3 The Executive acknowledges and agrees that the benefits set forth in this Section 8.2 constitute liquidated damages for termination of the Employment Period and his Employment and that prior to receiving any such benefits under this Section 8.2, and as a material condition thereof, Executive shall sign, deliver and agree to be bound a separation agreement and general release of claims against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board or the Compensation Committee reasonably determines (the “Release”).
8.4 Notwithstanding anything herein to the contrary, if the Executive should fail to execute such Release within 45 days following the later of award agreement(i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within ten (10) business days following his date of termination and, if not timely delivered, this release condition will be deemed waived by the Employer with respect to payments under this Section 8), neither the Company nor the Subsidiary shall have any obligation with respect to the vesting and benefits contemplated under this Section 8.
8.5 On termination by the Company For Cause all unvested SIP awards, unexercised SIP awards, and all unsettled SIP awards, as applicable, shall be cancelled and shall be immediately forfeited.
8.6 On termination by the Executive without Good Reason, all unvested SIP awards shall be cancelled and shall be immediately forfeited.
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Equity-Based Awards. (a) Employee shall be eligible for awards under any Employer incentive stock plan or other equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of and approval by the Board (or the Committee) (not to be unreasonably withheld), based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day of the Measurement Period (as defined in Section 6(b)(iii) of this Agreement) (the “Grant Date”) without further action of the Committee, subject to, in each case, (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value of the Common Stock on the Grant Date. The Options underlying the Option Award shall be exercisable during the Term following vesting, subject to Employee’s continued service with Employer at the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall be subject to the terms and conditions of the Plan and Employer’s standard form of award agreement.Good
Appears in 1 contract
Equity-Based Awards. During the Employment Period, subject to the Company’s adoption of an equity incentive plan (a) Employee as may be amended, modified, and/or restated from time to time, the “Equity Plan”), the Executive shall be eligible for awards under any Employer incentive stock plan or other the Equity Plan to receive equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan awards (the “PlanEquity Awards”) on the same terms as are generally available to senior executive officers of Employer determined by, and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion approval of, the Board (or committee thereof). As soon as administratively practicable following the later of the adoption of the Equity Plan and the consummation of a business combination meeting the requirements of IM-5101-2(b) of the NASDAQ Listing Rules, and subject to approval by the Board (or the Committee) (not to be unreasonably withheldcommittee thereof), based upon the duties of Employee’s position, the extent such Board (or committee) shall consider an initial Equity Award in a target amount equal to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition 25% of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day Equity Plan share reserve as of the Measurement Period (as defined in Section 6(b)(iii) date of this Agreement) grant (the “Grant DateInitial Award”), which Initial Award will be granted fifty percent (50%) without further action in the form of restricted stock units and fifty percent (50%) in the Committee, subject toform of stock options, in each case, which shall vest as to twenty-five percent (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan25%) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Initial Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second second, third and third fourth anniversaries of the Grant date of grant of the Initial Award (each, a “Vesting Date”), subject to the Executive’s Continued Service and continued compliance with any restrictive covenants by which Executive may be bound in favor of the Company on the applicable Vesting Date. There shall be no partial vesting if the Executive is no longer employed by the Company on the applicable Vesting Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value grant of the Common Stock on the Grant Date. The Options underlying the Option Initial Award and any subsequent Equity Award shall be exercisable during the Term following vesting, subject to Employeethe Executive’s Continued Service and continued service compliance with Employer at any restrictive covenant by which the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, Executive may be bound through the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer applicable grant date and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall will be subject to the terms and conditions of the Equity Plan and Employer’s standard form any award agreement granted thereunder in respect of award agreementany such award. The size of the Equity Plan share reserve is expected to be in the 6% to 10% range of the fully diluted shares outstanding of the Company. For the avoidance of doubt, any grant of any Equity Award, including the Initial Award, under the Equity Plan (including the amount, terms and timing thereof) will be entirely within the discretion of the Board (or committee thereof).
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Equity-Based Awards. (a) Employee 8.1 During the Employment Period, the Executive shall be eligible for awards under any Employer incentive stock plan or other equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of and approval by the Board (or the Committee) (not to be unreasonably withheld), based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or receive equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day of the Measurement Period (as defined in Section 6(b)(iii) of this Agreement) (the “Grant Date”) without further action of the Committee, subject to, in each case, (x) Employee’s continued service accordance with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value of the Common Stock on the Grant Date. The Options underlying the Option Award shall be exercisable during the Term following vesting, subject to Employee’s continued service with Employer at the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall be subject to the terms and conditions of the Greenlight Capital Re., Ltd. 2023 Omnibus Incentive Plan (as it may be amended or amended and Employerrestated or modified from time to time) or any successor plan (the “Incentive Plan”). Executive will be eligible for an annual Incentive Plan award opportunity with a grant date target fair value of 150% of Base Salary. For 2024, Executive’s standard equity award will be 33% time-vesting in three annual installments (except as otherwise provided in this Agreement or the Incentive Plan) and 67% will be performance-vesting based on criteria applicable to Incentive Plan participants generally as established by the Compensation Committee. For the avoidance of doubt, the grant of any award under the Incentive Plan is entirely within the discretion of the Board and the Compensation Committee, and after 2024, any such award may consist of time-based and/or performance-based awards as determined by the Committee.
8.2 If the Executive’s employment is terminated by the Employer without Cause or due to Disability, by the Executive for Good Reason, or upon death (each, a “Qualifying Termination”), in each case, subject to Executive’s continued compliance with any restrictive covenants by which he may be bound and the release requirements (described in Sections 8.3 and 8.4), any (i) outstanding unvested time-based Incentive Plan awards, if any, shall fully vest and (ii) a prorated portion of the outstanding unvested performance-based Incentive Plan awards, if any, shall remain outstanding through the applicable performance period and shall be eligible to vest in accordance with the applicable performance criteria, with such proration based on a fraction, the numerator of which is the number of days elapsed in the performance period through the date the employment is terminated and the denominator of which is the number of days in the performance period.
8.3 The Executive acknowledges and agrees that the benefits set forth in this Section 8.2 constitute liquidated damages for termination of the Employment Period and his Employment and that prior to receiving any such benefits under this Section 8.2, and as a material condition thereof, Executive shall sign, deliver and agree to be bound by a separation agreement and general release of claims against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board or the Compensation Committee reasonably determines (the “Release”).
8.4 Notwithstanding anything herein to the contrary, if the Executive should fail to execute such Release within 45 days following the later of award agreement(i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within ten (10) business days following his date of termination and, if not timely delivered, this release condition will be deemed waived by the Employer with respect to payments under this Section 8), neither the Company nor the Subsidiary shall have any obligation with respect to the vesting and benefits contemplated under this Section 8.
8.5 On termination by the Company for Cause all unvested Incentive Plan awards, unexercised Incentive Plan awards, and all unsettled Incentive Plan awards, as applicable, shall be cancelled and shall be immediately forfeited.
8.6 On termination by the Executive without Good Reason, all unvested Incentive Plan awards shall be cancelled and shall be immediately forfeited.
8.7 Promptly following Executive’s commencement of employment, Executive will be granted stock options with a ten (10) year term under the Incentive Plan to acquire 250,000 ordinary shares with a per share exercise price equal to the fair market value of an ordinary share on the date of grant as determined under the Incentive Plan (the “Options”). The Options will vest as to 50,000 ordinary shares on each of the first five anniversaries of the date of grant subject to Executive’s employment on the applicable vesting date. All unvested Options will automatically terminate without consideration on termination of Executive’s employment upon death, due to Disability or by Executive without Good Reason. All unvested Options shall become fully vested upon (i) a termination without Cause or for Good Reason and (ii) a Change in Control (as defined in the Incentive Plan) subject to Executive’s employment at the time of the Change in Control. All vested Options will remain outstanding for the balance of their full term; provided, that all Options, whether or not vested, shall terminate in the event the Executive’s employment is terminated for Cause.
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Equity-Based Awards. During the Employment Period, subject to the Company’s adoption of an equity incentive plan (a) Employee as may be amended, modified, and/or restated from time to time, the “Equity Plan”), the Executive shall be eligible for awards under any Employer incentive stock plan or other the Equity Plan to receive equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan awards (the “PlanEquity Awards”) on the same terms as are generally available to senior executive officers of Employer determined by, and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion approval of, the Board (or committee thereof). As soon as administratively practicable following the later of the adoption of the Equity Plan and the consummation of a business combination meeting the requirements of IM-5101-2(b) of the NASDAQ Listing Rules, and subject to approval by the Board (or the Committee) (not to be unreasonably withheldcommittee thereof), based upon the duties of Employee’s position, the extent such Board (or committee) shall consider an initial Equity Award in a target amount equal to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition 5% of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day Equity Plan share reserve as of the Measurement Period (as defined in Section 6(b)(iii) date of this Agreement) grant (the “Grant DateInitial Award”), which Initial Award will be granted fifty percent (50%) without further action in the form of restricted stock units and fifty percent (50%) in the Committee, subject toform of stock options, in each case, which shall vest as to twenty-five percent (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan25%) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Initial Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second second, third and third fourth anniversaries of the Grant date of grant of the Initial Award (each, a “Vesting Date”), subject to the Executive’s Continued Service and continued compliance with any restrictive covenants by which Executive may be bound in favor of the Company on the applicable Vesting Date. There shall be no partial vesting if the Executive is no longer employed by the Company on the applicable Vesting Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value grant of the Common Stock on the Grant Date. The Options underlying the Option Initial Award and any subsequent Equity Award shall be exercisable during the Term following vesting, subject to Employeethe Executive’s Continued Service and continued service compliance with Employer at any restrictive covenant by which the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, Executive may be bound through the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer applicable grant date and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall will be subject to the terms and conditions of the Equity Plan and Employer’s standard form any award agreement granted thereunder in respect of award agreementany such award. The size of the Equity Plan share reserve is expected to be in the 6% to 10% range of the fully diluted shares outstanding of the Company. For the avoidance of doubt, any grant of any Equity Award, including the Initial Award, under the Equity Plan (including the amount, terms and timing thereof) will be entirely within the discretion of the Board (or committee thereof).
Appears in 1 contract
Equity-Based Awards. During the Employment Period, subject to the Company’s adoption of an equity incentive plan (a) Employee as may be amended, modified, and/or restated from time to time, the “Equity Plan”), the Executive shall be eligible for awards under any Employer incentive stock plan or other the Equity Plan to receive equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan awards (the “PlanEquity Awards”) on the same terms as are generally available to senior executive officers of Employer determined by, and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion approval of, the Board (or committee thereof). As soon as administratively practicable following the later of the adoption of the Equity Plan and the consummation of a business combination meeting the requirements of IM-5101-2(b) of the NASDAQ Listing Rules, and subject to approval by the Board (or the Committee) (not to be unreasonably withheldcommittee thereof), based upon the duties of Employee’s position, the extent such Board (or committee) shall consider an initial Equity Award in a target amount equal to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition 12.5% of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day Equity Plan share reserve as of the Measurement Period (as defined in Section 6(b)(iii) date of this Agreement) grant (the “Grant DateInitial Award”), which Initial Award will be granted fifty percent (50%) without further action in the form of restricted stock units and fifty percent (50%) in the Committee, subject toform of stock options, in each case, which shall vest as to twenty-five percent (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan25%) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Initial Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second second, third and third fourth anniversaries of the Grant date of grant of the Initial Award (each, a “Vesting Date”), subject to the Executive’s Continued Service and continued compliance with any restrictive covenants by which Executive may be bound in favor of the Company on the applicable Vesting Date. There shall be no partial vesting if the Executive is no longer employed by the Company on the applicable Vesting Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value grant of the Common Stock on the Grant Date. The Options underlying the Option Initial Award and any subsequent Equity Award shall be exercisable during the Term following vesting, subject to Employeethe Executive’s Continued Service and continued service compliance with Employer at any restrictive covenant by which the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, Executive may be bound through the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer applicable grant date and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall will be subject to the terms and conditions of the Equity Plan and Employer’s standard form any award agreement granted thereunder in respect of award agreement.any such award. The size of the Equity Plan share reserve is expected to be in the 6% to 10% range of the fully diluted shares outstanding of the Company. For the avoidance of doubt, any grant of any Equity Award, including the Initial Award, under the Equity Plan (including the amount, terms and timing thereof) will be entirely within the discretion of the Board (or committee thereof)..
Appears in 1 contract
Equity-Based Awards. During the Employment Period, subject to the Company’s adoption of an equity incentive plan (a) Employee as may be amended, modified, and/or restated from time to time, the “Equity Plan”), the Executive shall be eligible for awards under any Employer incentive stock plan or other the Equity Plan to receive equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan awards (the “PlanEquity Awards”) on the same terms as are generally available to senior executive officers of Employer determined by, and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion approval of, the Board (or committee thereof). As soon as administratively practicable following the later of the adoption of the Equity Plan and the consummation of a business combination meeting the requirements of IM-5101-2(b) of the NASDAQ Listing Rules, and subject to approval by the Board (or the Committee) (not to be unreasonably withheldcommittee thereof), based upon the duties of Employee’s position, the extent such Board (or committee) shall consider an initial Equity Award in a target amount equal to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices.
(b) In connection with entering into this Agreement and in recognition 2.5% of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day Equity Plan share reserve as of the Measurement Period (as defined in Section 6(b)(iii) date of this Agreement) grant (the “Grant DateInitial Award”), which Initial Award will be granted fifty percent (50%) without further action in the form of restricted stock units and fifty percent (50%) in the Committee, subject toform of stock options, in each case, which shall vest as to twenty-five percent (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan25%) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Initial Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second second, third and third fourth anniversaries of the Grant date of grant of the Initial Award (each, a “Vesting Date”), subject to the Executive’s Continued Service and continued compliance with any restrictive covenants by which Executive may be bound in favor of the Company on the applicable Vesting Date. There shall be no partial vesting if the Executive is no longer employed by the Company on the applicable Vesting Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value grant of the Common Stock on the Grant Date. The Options underlying the Option Initial Award and any subsequent Equity Award shall be exercisable during the Term following vesting, subject to Employeethe Executive’s Continued Service and continued service compliance with Employer at any restrictive covenant by which the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, Executive may be bound through the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer applicable grant date and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall will be subject to the terms and conditions of the Equity Plan and Employer’s standard form any award agreement granted thereunder in respect of award agreementany such award. The size of the Equity Plan share reserve is expected to be in the 6% to 10% range of the fully diluted shares outstanding of the Company. For the avoidance of doubt, any grant of any Equity Award, including the Initial Award, under the Equity Plan (including the amount, terms and timing thereof) will be entirely within the discretion of the Board (or committee thereof).
Appears in 1 contract