Equity Compensation Sample Clauses
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Equity Compensation. Subject to the approval by the Board, you will be granted the right to purchase a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds to the Company in the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right will be governed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor of the Company that will be released as your shares vest in accordance with the following vesting schedule: (x) 25% of the total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Date, subject to your continuous service with the Company on such vesting date, and (y) 1/48th of the total shares subject to the Purchase Right will vest in monthly installments thereafter, subject in each case to your continuous service with the Company on each such vesting date. The exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company to you in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined below), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), and subject to your signing the Separation Agreement (as defined below) and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% of the shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) ...
Equity Compensation. Executive shall be entitled to receive equity compensation awards as described in Exhibit A.
Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.
Equity Compensation. Executive will be eligible to participate on the same terms in any equity-based compensation plans established or maintained by the Company for its Dredging Division Officers, including but not limited to the Company’s 2007 Long-Term Incentive Plan and any successor thereto.
Equity Compensation. On the date hereof, AOLA grants to the Executive a non-qualified option to purchase 200,000 shares of the Class A common stock of AOLA pursuant to AOLA’s 2000 Stock Plan (the “Plan”) at a per share exercise price equal to US$1.59 (the “Option”). The Option will become exercisable for 100,000 shares as of January 1, 2005, and for the remaining 100,000 shares as of January 1, 2006. In the event AOLA should cease to exist for any future reason, the Option granted to the Executive shall extinguish without any liability to the Company or its representatives, directors, shareholders or affiliate companies, operators, head offices, representative offices, branches, etc. In the event the Executive’s employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, the Option and all other then-outstanding options to purchase AOLA’s class A common stock issued to the Executive (collectively, the “Options”) will become fully exercisable in accordance to the rules provided in the Plan. In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for purposes of the Going Private Event such that the Executive will be entitled to exercise his options and either participate in the Going Private Event or otherwise dispose of the acquired shares in connection with the Going Private Event. In the event of a Change in Control, in addition to any other rights the Executive may have under the Plan, the Options must either: (a) be assumed by an acquiring entity in accordance with Paragraph 24B(a) of the Plan, in which event the Options will become fully exercisable if the Executive’s employment is terminated without Cause or the Executive terminates his employment for Good Reason; (b) become fully exercisable for purposes of and prior to the termination of the Options pursuant to Paragraphs 24B(b) or (c) of the Plan; or (c) otherwise become fully exercisable immediately prior to the Change in Control. The Option will be subject to all of the other terms and conditions, including terms relating to the termination of the Options, set forth in AOLA’s standard form of Notice of Grant of Stock Options and Option Agreement. To the extent necessary to make the terms of the Options consistent with the provisions of this Agreement, this Agreement constitutes an amendment to the already outstanding Options identified on Exhibit A hereto.
Equity Compensation. To incentivize employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor to achieve goals and business objectives of the Company, as established by the Board of Directors, in addition to the Base Fee and the Incentive Fee set forth above, the Board of Directors will have the authority to and shall make recommendations of annual equity awards to the Advisor or directly to employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor, based on the achievement by the Company of certain financial or other objectives established by the Board of Directors. The Company, at its option, may choose to issue such compensation in the form of equity awards in Ashford Prime or the Operating Partnership, unless and to the extent that receipt of such equity awards would adversely affect the Company’s status as a REIT, in which case, the equity awards shall be limited to equity awards in the Operating Partnership. For a period of one year from the date of issuance, any such equity awards in the Operating Partnership shall not be transferable, except by operation of law, without the written consent of the General Partner which consent may be withheld in the sole and absolute discretion of the General Partner; provided, however, the Advisor may assign, without the consent of the General Partner, such equity awards to employees, officers, consultants, non-employees, directors, Affiliates or representatives of Advisor provided the one-year restriction on transfer shall remain applicable to such assignee. In addition, except as expressly provided above, any transfer of such equity awards at any time must comply with the transfer restrictions of Ashford Prime OP’s partnership agreement or the Company’s charter and bylaws, as applicable.
Equity Compensation. In addition to the compensation set forth in Sections 4.1 and 4.2 of this Agreement, the Executive will be allowed to participate in grants of stock options, restricted stock or other equity related awards from the Company’s stock compensation plans put into effect from time to time, subject to the terms and conditions of such plans.
Equity Compensation. From time to time, Executive will be granted stock options to purchase shares of the Company’s Common Stock at an exercise price equal to the fair market value of the stock on the date of grant.
Equity Compensation. The Executive shall be eligible to participate in such equity incentive compensation plans and programs as the Company generally provides to its senior executives, including, but not limited to, the LTSIP. During the Employment Term, the Compensation Committee may, in its sole discretion, grant equity awards to the Executive, which would be subject to the terms of the respective award agreements evidencing such grants and the applicable plan or program.
Equity Compensation. Executive will continue to be eligible to receive stock and option grants, and other equity compensation awards (“Awards”), as determined by the Board or any committee thereof in the Board’s or such committee’s sole discretion.