Equity Compensation Sample Clauses
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Equity Compensation. (a) On March 24, 2015 (the “Grant Date”), in consideration of Executive’s appointment as Chief Executive Officer, the Board of Directors granted Executive a non-qualified stock option (the “Option”) to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to 110% of the fair market value of such shares as of the Grant Date (the “Option Award”). The Option Award vests in equal monthly installments over a period of four (4) years from the Grant Date. The terms and conditions of the Option Award are as set forth in an award agreement delivered to Executive, which award agreement provides that (x) upon any termination of Executive’s employment by the Company (other than a termination by the Company without Cause or by Executive for Good Reason), all unvested Options pursuant to the Option Award shall be forfeited and (y) upon the consummation of a Change in Control (as defined below), all unvested Options subject to the Option Award will become immediately vested.
(b) On the Grant Date, in consideration of Executive’s appointment as Chief Executive Officer, the Board of Directors awarded Executive a warrant (the “Warrant”) to purchase up to 9,500,000 shares of the Company’s common stock (the “Warrant Shares”). The Warrant has a term of four (4) years and is exercisable for up to all of the Warrant Shares upon the Company’s achievement of certain milestones, as set forth in the Warrant Agreement entered into by the Company and Executive effective March 24, 2015.
(c) Upon the closing date of the Company’s initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO Effective Date”), the following equity awards shall be granted to the Executive pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”): (i) a stock option to purchase 900,000 shares of common stock of the Company (the “IPO Options”) with an exercise price equal to the fair market value of the Company’s common stock on the date of grant; and (ii) a grant of 600,000 restricted stock units representing the right to receive one share of the Company’s common stock for each restricted stock unit that becomes vested (the “IPO RSUs” and together the with IPO Options, the “IPO Equity Awards”). The award agreement evidencing the grant of the IPO Equity Awards shall provide that they vest 50% upon grant, and 50% upon the first anniversary of the IPO Effective Date, conditioned on the continued employm...
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. 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. 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. 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.
Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows:
(a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1
(b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.
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.