Equity Compensation Sample Clauses
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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. (a) Subject to approval by the Board and the closing of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate.
(b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months.
(c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide tha...
Equity Compensation. (a) Employee shall be eligible to receive an equity award (an “Annual Equity Award”) in respect of each calendar year commencing during the Term. Fifty percent (50%) of the size of the Annual Equity Award shall be based on the attainment of certain annual performance metrics and fifty percent (50%) of the size of the Annual Equity Award shall be based on continued service and/or other criteria, which shall be determined in the sole discretion of the Governing Body (or the Board or a committee thereof if required with respect to actions taken to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the Board or a committee thereof for these purposes, the “16b-3 Committee”)). Subject to approval by the Governing Body or the 16b-3 Committee, as applicable, the Annual Equity Award for each fiscal year is expected to (i) represent an aggregate value ranging from fifty percent (50%) to one-hundred and fifty percent (150%) of Employee’s Base Salary (such value calculated by the Governing Body or the 16b-3 Committee, as applicable, in its good faith discretion) and (ii) consist of fifty percent (50%) grants in the form of options (or similar awards) vesting based on continued service over a three-year period following grant, and fifty percent (50%) grants in the form of restricted stock units (or similar awards) vesting based on continued service and/or attainment of performance goals or metrics, and in each case will be issued pursuant to award agreements on EGH’s applicable forms at the time of grant (the “Annual Equity Award Agreements”). Notwithstanding the foregoing, the terms and conditions of each of Employee’s Annual Equity Award (including the nature and vesting conditions thereof) shall be determined in the sole discretion of the Governing Body or the 16b-3 Committee, as applicable, subject to the terms of their applicable charters (if any), and the value of the Annual Equity Award may exceed (or be less than) the expected amount for such fiscal year as described above.
(b) In addition to the foregoing, to the extent Employee has not received the Supplemental Equity Award (as defined and described in Section 3.3 of the Existing Agreement) prior to the Effective Date, Employee will be entitled to receive a one-time equity award (the “Post-IPO Supplemental Equity Award”), subject to approval by the Governing Body or 16b-3 Committee, as applicable, and Employee’s continued employment through the date of grant. Two-thirds ...
Equity Compensation. Executive shall be entitled to receive equity compensation awards as described in Exhibit A.
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. 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. 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.
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. The Executive shall be eligible to receive such stock option, restricted stock, phantom share or dividend equivalent rights grants or other equity awards as the Compensation Committee or the Board of Directors, as the case may be, shall deem appropriate.