Equity-Based Incentives Clause Samples

Equity-Based Incentives. Executive shall be eligible to receive such equity-based incentive awards from time to time under the Company’s 2006 Equity Incentive Plan, as may be amended from time to time (the “Equity Incentive Plan”), as the Board or the Compensation Committee of the Board determines in its discretion from time to time.

Equity-Based Incentives. (a) The Executive shall be granted, pursuant to the Company's 2003 Long-Term Share Incentive Plan (the "2003 Plan"), subject to the approval of the 2003 Plan by the stockholders of the Company, a "Deferred Stock Grant" (as such term is defined in the 2003 Plan; a "Deferred Stock Grant") with respect to 50,000 shares of the Company's common stock. Such grant shall vest as specified in the resolutions of the Compensation Committee making such grant, and shall otherwise be on the terms and conditions generally applicable to Deferred Stock Grants granted to executive officers of the Company as reasonably determined by the Compensation Committee. (b) The Executive shall be eligible to participate in awards of stock options, restricted stock, deferred stock and other equity-based incentives (collectively, "Equity-Based Incentives"), at the discretion of the Board or the Compensation Committee. The performance goals for the grant of such Equity-Based Incentives will be based on objective criteria mutually negotiated and agreed upon in good faith in advance by the Board or the Compensation Committee after consultation with the Executive and the Chief Executive Officer.

Equity-Based Incentives. The Executive shall be eligible for grants of equity awards available to senior executive officers of the Company under the Plan, as the Board or the Compensation Committee of the Board (“Compensation Committee”) may from time to time determine. In addition, the Executive shall be eligible to receive the equity-based incentive bonuses based upon the achievement of specified performance goals set forth in Attachment B (the cash- and equity-based incentive bonuses set forth in Attachment B are collectively referred to herein as the “Performance Bonuses”). Each equity award granted to the Executive shall specify in the applicable award agreement that upon termination of the Executive’s employment for any reason by the Company or by the Executive any unvested portion of the equity awards shall immediately vest.

Equity-Based Incentives. (a) On the Effective Date, the Compensation Committee has granted the Executive, pursuant to the Key Energy Group, Inc. 1997 Incentive Plan (the “1997 Plan”), nonqualified stock options for 125,000 shares of Company’s common stock, with the exercise price set as provided under that plan based on the date of grant and with vesting over three years, assuming continued employment. Such grant shall otherwise be on the terms and conditions generally applicable to options as reasonably determined by the Compensation Committee. (b) The Executive shall be eligible to participate in awards of stock options, restricted stock, deferred stock and other equity-based incentives (collectively, “Equity-Based Incentives”), at the discretion of the Board or the Compensation Committee. The performance goals for the grant of such Equity-Based Incentives will be based on objective criteria mutually negotiated and agreed upon in good faith in advance by the Board or the Compensation Committee after consultation with the Executive and the Chief Executive Officer.

Equity-Based Incentives. The rights of any In-Scope Employee and any Transferred Employee’s continued participation in, if any, the Motorola Solutions Amended and Restated Employee Stock Purchase Plan of 1999, and/or any other Seller U.S. Plan or Seller Non-U.S. Plan providing equity-based incentives and any awards granted thereunder, whether vested or unvested (collectively, the “Equity Awards”) will be determined pursuant to the terms of the applicable Seller U.S. Plan, Seller Non-U.S. Plan and Equity Award agreement. For the avoidance of doubt, and notwithstanding the requirements set forth in Section 2.2 and 3.2(a), the Purchaser will not be under any obligation to replicate any Equity Award or applicable Seller U.S. Plan or Seller Non-U.S. Plan. For the purpose of the Purchaser satisfying its obligations under Section 2.2(c) and Section 3.2(a)(iii), within ten (10) days following the Effective Date, the Seller shall provide to the Purchaser a schedule of all outstanding Equity Awards for In-Scope Employees as of the Effective Date, which will include the following per employee: (a) the terms of the employee’s Equity Awards (including vesting schedules, vesting conditions, grant dates and exercise prices) and (b) an estimate of the dollar value of each Equity Award that will be forfeited as a result of the Contemplated Transactions. Such schedule shall be updated within thirty (30) days following the Initial Closing Date to reflect the forfeited value of each Equity Award as of the Initial Closing Date. The terms and conditions of any equity awards granted under the Purchaser U.S. Plans or Purchaser Non-U.S. Plans (or any other Employee Benefit Plan established or maintained by the Purchaser or its Affiliates at any time following the Initial Closing Date), including such equity awards that may be granted to Transferred

Equity-Based Incentives. During the Employment, the Executive shall be eligible to receive equity grants, on a substantially similar basis as other senior executives of the Convergys Corporation, under the Convergys Corporation’s Amended and Restated Long Term Incentive Plan or other equity-based incentive plan as in effect from time to time (“the Plan”) as determined by the Compensation and Benefits Committee (“the Committee”) of the Board or the Chief Executive Officer as delegated by the Committee. This clause 6.4 is subject to the rules of the Plan, which in the case of inconsistency, shall take precedence over this clause 6.4.

Equity-Based Incentives. The Executive shall be granted during the first week of the next succeeding open trading window following the Closing an initial equity award of restricted stock units (“RSUs”) with a grant date value of $800,000 under the Company’s Amended and Restated Long Term Incentive Plan or other equity-based incentive plan as in effect from time to time (the “Plan”). The number of RSUs to be granted to the Executive shall be equal to the quotient obtained by dividing (i) $800,000 by (ii) the Fair Market Value (as defined in the Plan). Subject to the Executive’s continued employment through the applicable vesting date or as otherwise provided herein, the RSUs shall vest over a three (3) year period with 25% vesting on each of the first and second annual anniversaries of the date of grant and 50% vesting on the third annual anniversary of the date of grant. During the Term, the Executive shall be eligible to receive additional equity grants, on a substantially similar basis as other senior executives of the Company, under the Plan as determined by the Compensation Committee or the Chief Executive Officer, as delegated by the Compensation Committee.

Equity-Based Incentives. Executive shall be eligible to receive awards of additional “Equity-Based Incentives” (which term shall be defined herein to include collectively stock options, restricted stock, restricted stock units, stock appreciation rights, deferred stock units, and/or other equity-based incentives), at the discretion of the Board or the C&OD Committee. Any performance goals attached to a grant of such Equity-Based Incentives will be based on criteria approved by the Board or the C&OD Committee. Executive will be granted a specific number of time-based vesting restricted stock units on or around April 1, 2011 where the number of units granted will equal $8,000,000 divided by the per share closing price of the Company’s common stock on the date of grant. It is the intent of the Board and the C&OD Committee to grant Executive at least 150,000 time-based vesting restricted stock units each year in or around April 2012 and April 2013; provided, however, in no case will the Economic Value of an annual grant exceed $12,000,000. For purposes of this provision, “Economic Value” is defined as the closing stock price of Company common stock on the grant date multiplied by the number of units or shares awarded. Specific grant terms, including the number of shares or units granted must be approved by the Board or the C&OD Committee prior to the award of any Equity-Based Incentives. Any restricted stock unit grants made in or around April 2011 and April 2012 will be issued pursuant to a form of agreement that contains a special provision substantially similar to that in Exhibit A.

Equity-Based Incentives. The Board may cause the Company to provide Managers, Officers employees or consultants of the Company or its Affiliates with Units or Purchase Rights for Units as equity incentive compensation, which Units shall have all the terms, benefits, rights and preferences as the Board may designate to be applicable to such Units or Purchase Rights. The Board may adopt a plan of equity incentive compensation or may issue such equity incentive compensation outside of any plan. Upon their receipt of Units, whether immediately or pursuant to the exercise of a Purchase Right, such recipient shall be deemed bound by all of the provisions of this Agreement.