Equity Compensation. (a) The restricted stock units granted to Executive pursuant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein. (b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly): (i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein. (ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date. (iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f). (iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”). (c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (aI) Within fifteen days after the Effective Date, Executive will be granted a non-qualified stock option pursuant to the Company's Amended and Restated 2004 Employee, Director and Consultant Incentive Plan (the "Stock Plan") to purchase 100,000 shares of Company's common stock (the "Time Vested Option"). The restricted Time Vested Option will be granted pursuant to an effective registration statement, under the Securities Act of 1933, that is filed with the Securities and Exchange Commission. The Time Vested Option (i) will have a per-share exercise price equal to the fair market value of a Company common share as determined by the closing trading price of Company common shares on the grant date and (ii) will vest and become exercisable as to 1/36th of such share grant amount each month commencing as of the Effective Date, subject to Executive's continuous "Service" with the Company. For purposes of this Agreement, "Service" shall mean providing service to the Company (or any Company affiliate) as either a director, employee and/or consultant.
(II) In the event that Executive's Employment is terminated for Cause by the Company the unexercised portion of the Time Vested Option at the time of such termination shall be immediately forfeited and cancelled without consideration.
(III) Except as otherwise provided in this Agreement, the Time Vested Option will be subject to the Company's standard terms and conditions for executive stock units option awards and will be issued pursuant to and consistent with the terms of the Stock Plan which includes a provision that options may be exercised in accordance with a cashless exercise program established with a securities brokerage firm. All stock options granted to Executive pursuant will have a ten-year maximum term and any vested portions of such options will remain exercisable after Executive's Employment terminates as follows, subject to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, ten-year term: (i) if Executive's Employment terminates by the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive with Good Reason or is continuously employed terminated by the Company through without Cause the applicable vesting dates set forth therein.
options will remain exercisable for twelve (b12) The restricted stock units granted to months, (ii) if Executive's Employment terminates voluntarily by the Executive pursuant to Builders FirstSourcewithout Good Reason such options, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1will remain exercisable for three (3) months, 2017 (iii) if Executive's Employment is terminated for Cause by the “2▇▇▇ ▇▇▇ Award”) Company such options, will vest be forfeited as follows (and to soon as the extent such vesting Executive is different from the vesting schedule notified that he has been terminated for Cause as set forth in the 2▇▇▇ ▇▇▇ AwardStock Plan, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
and (iiv) The Time-Vested Units if Executive's Employment terminates by reason of death or Disability (as defined in the 2▇▇▇ ▇▇▇ AwardStock Plan) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) such vested options will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions exercisable for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(dtwelve (12) or (f)months.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. You have been granted options (a) The restricted stock units granted to Executive pursuant to the Builders FirstSource“Options”), under the Paratek Pharmaceuticals, Inc. 2014 2015 Inducement Plan (the “Inducement Plan”), to purchase 160,000 shares of the Company’s Common Stock, at fair market value as determined by the Board as of the date of grant. The Options will be governed in full by the terms and conditions of the Inducement Plan and your individual grant agreement; provided, however, subject to your continued service (as defined in the Inducement Plan), the Options will vest over a four (4)-year vesting period, under which twenty-five percent (25%) of your shares will vest after twelve (12) months of employment, with the remaining shares vesting monthly thereafter over the remaining thirty-six (36)-month period. You have been granted Restricted Stock Units (“RSUs”) under the Transcept Pharmaceuticals, Inc. 2006 Incentive Award Plan, as amended and restated (the “2006 Plan”), for 35,000 shares of Common Stock of the Company. The RSUs will be governed in full by the terms and conditions of the 2006 Plan and your individual Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, Grant Notice and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16Agreement; provided, 2014 however, subject to your continued service with the Company as defined in the 2006 Plan, the RSUs shall vest and shares of Common Stock shall be issuable upon the three (3)-year anniversary of the grant date. ▇▇▇▇▇▇▇ ▇▇▇▇▇ February 4, 2015 You may terminate your employment with the Company at any time, with or without Good Reason, and with or without advance notice, and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without Cause, and with or without advance notice. Your employment at-will status can only be modified in a written agreement approved by the Board and signed by you and a duly authorized Member of the Board. Upon termination of your employment for any reason other than by the Company without Cause or by you with Good Reason, you shall be paid all accrued but unpaid Base Salary, any earned but unpaid bonus, reimbursement for business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation (collectively, the “Other Equity AwardsAccrued Payments”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award). Your Options shall terminate, as applicableto all unvested shares, are met. Notwithstanding the foregoing, such awards will terminate on the date as of Executive’s your termination if Executive’s employment is terminated pursuant to Section 11(d) or (f)date.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Sources: Employment Agreement (Paratek Pharmaceuticals, Inc.)
Equity Compensation. For each calendar year commencing during the Term, you will receive an equity award under the Company’s long-term equity incentive program, with an annual grant date value of at least $1,000,000 (athe “Annual LTI”) The on terms and conditions that are generally consistent with the terms and conditions applicable to LTI awards granted to the Company’s other senior executives; provided that the Annual LTI will consist of 50% time-based restricted stock units granted to Executive pursuant and 50% stock options and will vest in quarterly installments during the Term. The Annual LTI will be subject to the Builders FirstSourceterms and conditions of the Company’s equity incentive plan and shall be subject to the award agreement(s) attached hereto as Exhibit A. The Annual LTI grant in respect of a given calendar year will be made at the time that annual LTI grants are made for such calendar year Company’s to the Company’s senior executives generally. Notwithstanding anything in the applicable award agreement(s) to the contrary, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4if the Term is ended as a result of a Good Reason Event (as defined below), 2016then, subject to your execution of a release of claims on a form substantially attached hereto as Exhibit B which becomes effective and non-revocable within 55 days, your Annual LTI will be treated as follows: If a Good Reason Event occurs after both the Annual LTI awards for 2023 and 2024 have been granted, then any portion of such Annual LTI awards that are unvested will become immediately vested on the date the release becomes effective; If a Good Reason Event occurs prior to the Annual LTI award being granted in respect of the 2023 calendar year, then, in lieu of making any Annual LTI grants, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11Company will provide you with a cash payment equal to $1,000,000, 2014less applicable taxes and withholdings, and in full satisfaction of the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16Annual LTI awards contemplated hereunder, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and be paid within 60 days thereafter; or If a Good Reason Event occurs prior to the extent such vesting is different from Annual LTI award being granted in respect of the vesting schedule set forth in 2024 calendar year but following the 2▇▇▇ ▇▇▇ Awarddate on which the Annual LTI award for 2023 has been granted, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
then (i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms any portion of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries Annual LTI award granted during 2023 that is unvested will become immediately vested on the applicable vesting date as set forth therein.
the release becomes effective and (ii) The Time-Vested Units that are scheduled to vest on March 1in lieu of making the Annual LTI grant for 2024, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds will provide you with a cash payment equal to $1,000,000, less applicable taxes and withholdings, in full satisfaction of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert Annual LTI grant to shares on March 1be made in 2024, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f)be paid within 60 days thereafter.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Sources: Executive Chairman Agreement (Turning Point Brands, Inc.)
Equity Compensation. (a) The restricted stock units granted Subject to the approval of the Compensation Committee of the Board of Directors (the “Compensation Committee”), the Company will grant to Executive pursuant non-qualified options to purchase 265,000 shares of the Company’s Series 1 common stock (the “Employment Option”) with an exercise price per share equal to the Builders FirstSourcefair market value on the date of grant of the Employment Option. The Employment Option will vest with respect to 25% of the shares on the one year anniversary of the designated vesting commencement date, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4which shall be no later than the date on which Executive’s employment commences, 2016with the remaining shares vesting in a series of thirty-six (36) successive equal monthly installments thereafter, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue subject to vest as set forth therein provided Executive is continuously employed by Executive’s continued employment with the Company through the applicable on each vesting dates set forth thereindate.
(b) The Subject to the approval of the Compensation Committee, the Company will also grant to Executive restricted stock units granted entitling Executive to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 receive 130,000 shares of the Company’s Series 1 common stock (the “2▇▇▇ ▇▇▇ AwardEmployment RSUs”) ). The Employment RSUs will vest as follows (and with respect to 25% of the extent such shares on the one year anniversary of the designated vesting is different from commencement date, which shall be no later than the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Awarddate on which Executive’s employment commences, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms remaining shares vesting in a series of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services three (as defined in the 2▇▇▇ ▇▇▇ Award3) equal annual installments thereafter, subject to Executive’s continued employment with the Company or its Parent or any of their subsidiaries on the applicable each vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”)date.
(c) Subject to the approval of the Compensation Committee, the Company will also grant Executive will not be entitled non-qualified options to any additional grant purchase shares of the Company’s Series 1 common stock and restricted stock unitsunits entitling Executive to receive shares of the Company’s Series 1 common stock valued at $500,000 (in the aggregate) in conjunction with the Company’s 2016 equity grant refresh cycle for executives. The valuation methods used, options, or any other type of equity award after and the date hereofof grant, vesting schedule and other terms of such equity awards shall be consistent with those provided to other Company executives.
(d) The Employment Option and Employment RSUs and the equity awards referred to in Section 1.4.4(c) will be governed by the RetailMeNot, Inc. 2013 Equity Incentive Plan, as amended (the “Plan”) and related award documents.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units Executive has been granted time based and performance based equity compensation awards as provided in the applicable equity compensation grant forms issued to Executive pursuant during his employment with the Company. The plans and grant agreements governing such awards are incorporated herein by reference. Executive’s equity INITIALS: MM PB 12/24/2018. 2018 compensation awards that are outstanding as of the Separation Date are listed on the Closing Statement labeled Exhibit A which is attached hereto and incorporated herein by reference. Executive acknowledges that he is not entitled to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, any additional grants of equity compensation awards other than those set forth in Exhibit A.
a. Executive acknowledges and agrees that other than with respect to Executive’s PSUs (as set forth in Exhibit A) as described in Section 2(b) below and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16RSUs described above, 2014 (collectively, the “Other Equity Awards”) will continue all of Executive’s Company equity compensation awards shall cease to vest as set forth therein provided Executive is continuously employed by of the Company through Separation Date and any portion of the applicable vesting dates set forth thereinsuch equity compensation awards that are unvested as of the Separation Date shall be forfeited and cancelled for no consideration.
(b) b. The restricted stock units granted to Company and Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the further agree that Executive’s separation from employment is voluntary and constitutes a “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (Retirement” as defined in the 2▇▇▇ ▇▇▇ Awardaward agreements governing Executive’s PSUs (as set forth in Exhibit A), and that a pro-rata number of vested Company ordinary shares shall be issued to Executive upon the vesting of each such PSU award pursuant to the performance criteria set forth therein, with the number of ordinary shares that vest determined by multiplying the full number of ordinary shares that vest pursuant to the performance criteria by a fraction, which shall be (x) the number of complete months of continuous service as Company employee from the grant date of such PSU award to the Separation Date, divided by (y) the number of months from the grant date to the vesting date; provided, further, that are scheduled if within twelve (12) months of the Separation Date, Executive violates the terms of this Agreement, a non-disclosure agreement with, or other confidentiality obligation owed to vest on March 1the Company, 2018 then the PSU award and March 1, 2019 will vest all of the Company’s obligations and convert to shares Executive’s rights under his PSUs shall terminate in accordance with their terms and the terms of the 2▇▇▇ ▇▇▇ Award equity plan under which they were granted.
c. Executive further acknowledges and agrees that upon release of any ordinary shares as provided in this Section 2 and pursuant to the PSUs, unless the Company withholds payroll taxes, Executive remains in Continuous Services will be responsible for payroll taxes, which will be due and payable to the Company by Executive within three (as defined 3) business days of the vesting occurrence.
d. Executive understands and agrees that he will not receive any grants of ordinary shares, stock, restricted stock or restricted shares, stock or share units, stock or share options, or other forms of equity from the Company in the 2▇▇▇ ▇▇▇ Award) with future unless mutually agreed to by the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth thereinparties in writing.
(ii) The Time-Vested Units e. Executive will forfeit, for no additional consideration, his Elementum profits interests awards that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (unvested as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds Separation Date, but shall retain his Elementum interests that are vested as of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Separation Date. Executive’s employment has terminated, if the performance conditions for such units as Elementum profits interests awards are set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.Exhibit A.
Appears in 1 contract
Sources: Separation Agreement (Flex Ltd.)
Equity Compensation. (a) The restricted Provided that Employee executes the Supplemental Agreement and Release attached hereto as Exhibit D on or within 21 days after the Termination Date, and does not revoke the Supplemental Agreement and Release, the Company agrees to accelerate the vesting of stock units options to purchase a total of 112,500 shares of Company common stock granted under the relevant Stock Option Agreements and the Company’s Stock Option Plan and to Executive accelerate the vesting of a total of 12,500 performance shares granted pursuant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Performance Share Agreement dated February 11December 13, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 2005 (the “2▇▇▇ ▇▇▇ AwardAccelerated Performance Shares”) and the Company’s Stock Option Plan, as detailed in Exhibit B attached hereto. Notwithstanding such accelerated vesting, the Accelerated Performance Shares will vest as follows (and be paid out to Employee in accordance with the extent such vesting is different from the original vesting schedule set forth contained in the 2▇▇▇ ▇▇▇ AwardPerformance Share Agreement dated December 13, 2005. Effective as of the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units “Effective Date” (as defined in Section 25 hereof), Employee’s stock options listed on Exhibit C hereto shall remain exercisable until the 2▇▇▇ ▇▇▇ Awardearlier of (1) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms one-year anniversary of the Termination Date, or (2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any expiration dates of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units stock options as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are metrelevant Stock Option Agreement. Notwithstanding the foregoingIn all other respects, such awards will terminate on options, all of Employees other vested options and the date issuance of Executive’s termination if Executive’s employment is terminated pursuant any shares shall continue to Section 11(d) or (f).
(iv) The remainder be governed by the terms and conditions of the Performance Vesting Units (11,461 unitsCompany’s Stock Agreements. Except as provided herein, all stock options, performance shares and any shares issuable under such awards shall continue to be subject to the terms and conditions of the Company’s Stock Agreements. The accelerated vesting provided in this Section 1(d) constitutes an amendment to the Stock Option Agreements and the TSR Vesting Units (11,461 unitsPerformance Share Agreement listed on Exhibit B and the option exercisability extension provided in this Section 1(d) will expire constitutes an amendment to the Stock Option Agreements listed on January 1Exhibit C. To the extent not explicitly amended hereby, 2018 (the “Terminated RSUs”)Stock Agreements remain in full force and effect.
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units Executive shall be eligible to participate in any Company Incentive Plan during the term of this Agreement, subject to the terms and conditions of such Company Incentive Plan and any applicable award agreement. Equity Compensation awards granted to Executive pursuant under any Company Incentive Plan will be subject to Executive’s achievement of performance criteria over a three-year performance period, which performance criteria will be established by the Board or Compensation Committee. The threshold, target and maximum Equity Compensation award levels for Executive for calendar year 2015 shall be equal to $300,000, $600,000 and $900,000, respectively, subject to such vesting or forfeiture restrictions as the Compensation Committee shall determine. Executive’s Equity Compensation award for calendar year 2015 shall be in the form of LTIP Units and shall not be prorated. 50% of earned Equity Compensation awards will vest upon the conclusion of the performance period and 50% of earned Equity Compensation awards will vest on the first anniversary of the conclusion of the performance period. For the avoidance of doubt, the Equity Compensation award provided for in Section 2(b) of this Attachment A shall not be subject to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, terms and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 conditions (collectively, the “Other Equity Awards”including vesting terms) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.in this Section 2(a) of Attachment A.
(b) The restricted stock units Upon the occurrence of a Successful Capital Transaction (as defined below), Executive will be granted a one-time Equity Compensation award in an amount equal to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 $1,000,000 (the “2▇▇▇ ▇▇▇ AwardSuccessful Capital Transaction Bonus”) will vest as follows (and ), subject to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) Executive’s continued employment with the Company or its Parent or any of their its subsidiaries on through the applicable vesting date as set forth therein.
of such Successful Capital Transaction; provided, that, if, within six months following the termination of Executive’s employment (i) by the Company without Cause, (ii) The Time-Vested Units that are scheduled to vest on March 1by Executive for Good Reason, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert due to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminateddeath or (iv) by virtue of Executive’s disability, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Awarda Successful Capital Transaction occurs, then Executive or Executive’s estate or beneficiaries, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not shall be entitled to receive the Successful Capital Transaction Bonus. A “Successful Capital Transaction” shall mean the occurrence of any additional grant of restricted stock unitsthe following events: (i) the consummation of a sale, optionsmerger or Change in Control (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof) of the Company that was approved by the Board, (ii) the Company raises sufficient equity capital to repay at least 50% of the Company’s preferred debt, provided that this clause (ii) may only be triggered in connection with a liquidity event, which, for the avoidance of doubt, shall not include a refinancing of the Company’s preferred debt, or any other type of equity award after (iii) the date hereofCompany raises sufficient capital to reduce the Company’s debt to total capitalization level to below 50%.
Appears in 1 contract
Sources: Employment Agreement (Landmark Apartment Trust, Inc.)
Equity Compensation. (a) The restricted stock units As of the Effective Date and as a material inducement to the Officer to enter into employment with the Company, the Compensation Committee granted to Executive pursuant the Officer a warrant to purchase 70,000 shares of the Company’s common stock, no par value (the “Common Stock”), with an exercise price per share equal to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 $5.90 per share (collectively, the “Other Equity AwardsWarrant”). The Warrant shall vest one third (1/3) will continue to vest as set forth therein provided Executive on each of the three subsequent anniversaries of the Effective Date. All vesting requires that the Officer is continuously employed by the Company through on such date, provided however, that if the applicable vesting dates set forth therein.
Officer resigns for “Good Reason,” or a “Change in Control” occurs while the Officer is employed by the Company, then the Warrant shall immediately become one hundred percent (b100%) vested. The Warrant shall be exercisable for cash, or at the option of the Officer, in a cashless exercise (by reducing the number of shares he receives upon exercise by a number of shares with a then Fair Market Value equal to the aggregate exercise price of the shares purchased). The Warrant shall be evidenced by a warrant certificate bearing restrictive legends and otherwise not inconsistent with this Agreement. As a material inducement to the Officer to enter into employment with the Company, the Compensation Committee shall also grant to the Officer promptly following the “Filing Date” and in no event later than March 15, 2014, 30,000 shares of the Company’s restricted stock units granted to Executive Common Stock pursuant to Builders FirstSource, Inc. 2014 the Company’s 2011 Stock Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award2011 Plan”), subject to vesting as provided herein (the “Restricted Stock”). The Restricted Stock shall vest one third (1/3) will vest as follows on each of the three subsequent anniversaries of the Effective Date. All vesting requires that the Officer is employed by the Company on such date, provided however, that if the Officer resigns for “Good Reason,” or a “Change in Control” occurs while the Officer is employed by the Company, then the Restricted Stock shall become one hundred percent (100%) vested upon the later of the date of such event or the date of issuance of the Restricted Stock. The Restricted Stock shall be evidenced by a restricted stock agreement bearing restrictive legends and to otherwise not inconsistent with this Agreement. In the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
event that a (i) The Time-Vested Units Change in Control occurs prior to March 15, 2014 while the Officer is employed by the Company or (ii) the Officer resigns his employment for Good Reason prior to March 15, 2014 and the Compensation Committee has not yet granted the Officer the Restricted Stock pursuant to the terms of this Agreement, the Compensation Committee shall grant the Officer a cash payment equal to the fair market value of the Restricted Stock as of the date of the occurrence of the Change in Control or the date of the Officer’s resignation for Good Reason (as defined in applicable). The Officer understands and acknowledges that (i) the 2▇▇▇ ▇▇▇ Awardissuance of the Common Stock issuable upon the exercise of the Warrant or portion thereof and the issuance of the Restricted Stock may be made only if such issuance is subject to an effective registration statement or an exemption from the registration requirements of the Securities Act and any applicable state securities laws is available; and (ii) that are scheduled to vest on March 1, 2018 all shares of Common Stock issuable upon exercise of the Warrant and March 1, 2019 will vest and convert to shares the Restricted Stock may be disposed of only in accordance with the terms Securities Act of 1933, as amended, and any applicable state securities laws. The Officer shall be eligible to receive future grants of equity compensation at the discretion of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in Compensation Committee. For purposes of this Agreement, the 2▇▇▇ ▇▇▇ Award) with following terms shall have the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth thereinfollowing meanings.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The Executive will receive a grant of restricted stock units granted to Executive pursuant covering 400,000 shares of Company common stock (the “Initial Equity Award”). The Initial Equity Award will vest as follows: (i) 20% of the shares subject to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Initial Equity Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16will vest on December 15, 2014 (collectively, the “Other Initial Award First Vesting Date”); and (ii) 20% of the shares subject to the Initial Equity AwardsAward will vest on each anniversary of the Initial Award First Vesting Date thereafter, in each case, subject to Executive’s continued service to the Company through each vesting date or as otherwise provided herein. Notwithstanding anything herein to the contrary, Executive agrees that he will not sell, pledge, hypothecate or otherwise transfer or dispose of any shares subject to the Initial Equity Award (other than shares withheld or sold to satisfy required tax withholding obligations) prior to the 2nd anniversary of the Effective Date (the “Initial Award Share Restriction”) ). The Initial Award Share Restriction shall lapse on the 2nd anniversary of the Effective Date or as otherwise provided herein. The Executive will continue be eligible for equity awards in future fiscal years which may be based on achievement of applicable performance conditions at the maximum level specified and satisfaction of applicable time-based vesting conditions. Any future equity awards shall be in the sole discretion of the Committee. The awards will be subject to vest the Company’s then standard terms and conditions for grants and may also be subject to performance based vesting, all as set forth therein provided determined by the Committee in its discretion. The Executive is continuously employed will have the opportunity to discuss the nature of any applicable performance goals with the Committee prior to such performance goals being established. The tax withholding obligations related to the vesting of the Initial Equity Award will be satisfied by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and withholding otherwise issuable shares having a fair market value equal to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Awardminimum statutory amount required to be withheld, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms Company’s then-current tax withholding practice for executive officers generally. Notwithstanding anything in this Section 4(c) to the contrary, the Company’s ability to grant equity awards, other than the Initial Equity Award, under Company stock plans is subject to stockholder approval of reservation of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any requisite number of their subsidiaries on the applicable vesting date as set forth thereinshares.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) Holdings shall grant Executive a nonqualified stock option under the Holdings 2015 Incentive Award Plan (the “Initial Stock Option”) to purchase 325,000 shares of Holdings’ common stock. The restricted Initial Stock Option shall be granted on the first business day of the month subsequent to the 30th day following the date of the Distribution (such date, the “Grant Date”), subject to Executive’s continued service through the Grant Date. The per share exercise price of the Initial Stock Option shall be equal to the fair market value of a share of Holdings’ common stock units granted on the Grant Date. Subject to Executive’s continued service with the Company, and further subject to Sections 12(b)—(d) hereof, the Initial Stock Option shall vest and become exercisable (i) with respect to 25% of the shares subject thereto on the first anniversary of the Effective Date (the “First Anniversary”) and (ii) with respect to 75% of the shares subject thereto in equal quarterly installments over the three year period following the First Anniversary with the first such installment vesting on the date that is three months after the First Anniversary and the twelfth and final installment vesting on the fourth anniversary of the Effective Date. The Initial Stock Option shall have a maximum term of eight years, subject to earlier termination in connection with Executive’s termination of service, and (subject to such maximum term) the vested portion of the Initial Stock Option shall remain exercisable for 12 months after the termination of Executive’s service for any reason other than a termination for Cause. The Initial Stock Option shall, among other ways, be exercisable by Executive pursuant to a same day exercise and sale of shares (a “Cashless Exercise”) and Executive may also in his discretion utilize Cashless Exercise to pay for applicable tax withholding arising upon exercise, subject to Holdings’ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. The shares underlying the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Initial Stock Option Agreement dated February 11shall be covered by an effective registration statement (on Form S-8 or other form) filed with the Securities and Exchange Commission under the Securities Act of 1933, 2014, as amended. If there is a Change in Control and the 2014 Incentive Plan Restricted Initial Stock Unit Award Certificate dated June 16Option is not continued, 2014 (collectivelyconverted, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed assumed or replaced by the Company through surviving or successor entity in such Change in Control, then the applicable vesting dates set forth thereinunvested portion of the Initial Stock Option shall fully vest and become exercisable on an accelerated basis as of immediately before such Change in Control, subject to Executive’s continued service until at least immediately prior to such Change in Control. The provisions of the Initial Stock Option agreement shall replicate or incorporate all of the foregoing terms in this Section 8(a).
(b) The restricted stock units parties hereby acknowledge and agree that Holdings may in its discretion grant Executive equity-based compensation awards from time to time in order to facilitate Executive receiving competitive equity compensation. Executive shall be eligible to receive a discretionary annual equity-based award (“Annual Equity Award”) as determined by the Compensation Committee in its discretion. Any Annual Equity Award that Holdings determines to grant Executive may be in such amount, form(s) and mix as the Compensation Committee shall determine in its sole discretion after giving consideration to annual equity-based awards granted to Chief Executive pursuant Officers in the Company’s peer group. It is currently anticipated that Annual Equity Awards will be made in the form of stock options with a target Black-Scholes or binomial value of $750,000 (for avoidance of doubt this figure does not represent either a minimum or maximum amount and the Compensation Committee shall have the discretion to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (award a different value) and will vest over a four-year period from the “2applicable grant date. Subject to Holdings’ ▇▇▇▇▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇▇▇ ▇▇▇ Awardpolicy, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined Executive may in the 2▇▇▇ ▇▇▇ Award) that are scheduled his discretion elect to vest on March 1, 2018 and March 1, 2019 will vest and convert to establish a trading plan for Holdings’ shares in accordance with the terms Rule 10b5-1 of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth thereinExchange Act.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (aAs consideration for Feehan’s agreements contained herein and for the purposes of satisfying the terms of Section 4(c) The of the 2013 Agreement with respect to the 2015 year, the Compensation Committee agrees to award Feehan a one-time grant of restricted stock units granted to Executive pursuant to as soon as reasonably practicable following May 1, 2015 having a value of $1,500,000 and the Builders FirstSource, Inc. 2014 Incentive Plan Restricted number of RSUs in such grant shall be determined by dividing $1,500,000 by the average closing price of CAI’s common stock traded on the New York Stock Unit Award Certificate dated January 4, Exchange for the 20 consecutive trading day period ending with the closing price of such stock on the day immediately preceding the grant date. The RSUs shall vest in equal one-fifth installments on each April 30 of 2016, 2017, 2018, 2019 and 2020. The other terms of the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11RSU award agreement shall be consistent with the RSU award agreements issued to officers of CAI in January 2015, 2014, and except that the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 vesting requirements shall be amended to provide that (collectively, A) the “Other Equity Awards”) award will continue remain eligible to vest so long as set forth therein provided Executive is Feehan remains continuously (i) employed by CAM or any of its subsidiaries or other affiliates, and/or (ii) a member of the Company Board through the applicable vesting dates set forth therein.
(b) The restricted stock units granted date. In addition, if Feehan ceases to Executive pursuant be an employee of CAM and/or member of the Board during the Term due to Builders FirstSourcedeath or disability, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (a prorata portion of the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) then unvested RSUs that are scheduled to vest on March 1, 2018 the next scheduled vesting date following such death or disability (prorated based on the period of time Feehan is employed or is serving on the Board between the vesting date that occurred immediately prior to such death or disability and March 1, 2019 the next vesting date scheduled to occur following such death or disability) will vest for the benefit of, and convert be payable to, Feehan if such cessation is due to shares in accordance with disability, or if such cessation is due to death, for the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined benefit of, and be payable to his designated beneficiary or, if no beneficiary has been designated, in the 2▇▇▇ ▇▇▇ Award) with name of his estate. During the Company Term neither the Board nor the Compensation Committee intends to grant any additional long-term incentive awards to Feehan, including stock options, restricted stock, restricted stock units or its Parent or any of their subsidiaries on other equity compensation; provided, however, after the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Effective Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries and through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not Term Feehan shall be entitled to any additional grant receive the same annual grants of restricted stock unitsCAI equity pursuant to the Cash America International, options, or any Inc. 2014 Long Term Incentive Plan that other type directors serving on the Board receive for so long as Feehan is elected as a director of equity award after CAI at each applicable meeting of shareholders during the date hereofTerm.
Appears in 1 contract
Sources: Employment Agreement (Cash America International Inc)
Equity Compensation. (a) The On the first anniversary of the Effective Date (the “Award Date”), Pozez shall be granted an award of shares of restricted stock units granted under Bancorp’s 2016 Stock Plan, or successor or substitute equity compensation plan, having a fair value as of the Award Date of $705,205.50 (the “Initial Equity Award Value”), with the number of shares subject to Executive pursuant such award being determined by dividing the Initial Equity Award Value by the closing price of Bancorp common stock on The Nasdaq Capital Market on the Award Date, and rounding down to the Builders FirstSourcenext lower whole number of shares. Such award shall vest in three substantially equal annual installments, Inc. 2014 Incentive Plan Restricted Stock Unit commencing on the first anniversary of the Award Certificate dated January 4Date, 2016provided however, that no fractional shares shall vest, provided further, that any fractional share to which Pozez would have been entitled shall be rolled forward until the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and sum of all fractional shares shall result in the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth thereinof a whole share.
(b) The On the second anniversary of the Award Date, Pozez shall be granted an award of shares of restricted stock units granted having a grant date fair value equal to Executive pursuant at least $945,000, such amount to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 be determined by the Compensation Committee of the Board of Directors of Bancorp (the “2▇▇▇ ▇▇▇ AwardEquity Award Value”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award), the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms number of shares subject to such award being determined by dividing the 2▇▇▇ ▇▇▇ Equity Award provided Executive remains in Continuous Services (as defined in Value by the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any closing price of their subsidiaries Bancorp common stock on The Nasdaq Capital Market on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled award date, and rounding down to the next lower whole number of shares. Such award shall vest on March 1in three substantially equal annual installments, 2020 will fully vest commencing on the Scheduled Termination Date first anniversary of the applicable award date, provided Executive remains in Continuous Services (as defined however, that no fractional shares shall vest, provided further, that any fractional share to which Pozez would have been entitled shall be rolled forward until the sum of all fractional shares shall result in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any vesting of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”)a whole share.
(c) Executive will not On the third anniversary of the Award Date, Pozez shall be entitled to any additional grant granted an award of shares of restricted stock unitshaving a grant date fair value equal to at least 105% of the Equity Award Value, optionsas determined by the Compensation Committee of the Board of Directors of Bancorp, or and on each subsequent anniversary of the Award Date, Pozez shall be granted an award of shares of restricted stock having a grant date fair value equal to at least 105% of the prior year’s Equity Award Value, such amount to be determined by the Compensation Committee of the Board of Directors of Bancorp. Such amount, as increased, shall become the Equity Award Value for subsequent periods.
(d) For purposes of awards under Subparagraphs (b) and (c) of this Section, the number of shares subject to such award being determined by dividing the then applicable Equity Award Value by the closing price of Bancorp common stock on The Nasdaq Capital Market (“Nasdaq”) on the applicable award date, and rounding down to the next lower whole number of shares. Such award shall vest in three substantially equal annual installments, commencing on the first anniversary of the applicable award date, provided however, that no fractional shares shall vest, provided further, that any other type fractional share to which Pozez would have been entitled shall be rolled forward until the sum of equity all fractional shares shall result in the vesting of a whole share. In the event that any applicable award after date hereunder shall not be a trading day on Nasdaq, then such award shall be made on the date hereofnext succeeding day that is a trading day on Nasdaq.
(e) The Company shall cause the award agreement relating to awards of restricted stock under this Section to accurately reflect the provisions of this Agreement.
Appears in 1 contract
Sources: Chairman Compensation Agreement (Eagle Bancorp Inc)
Equity Compensation. (a) The restricted stock units granted to Executive pursuant to At the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016close of the first full trading day after announcement of this Agreement, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11Executive shall receive an equity grant of incentive stock options (“ISOs”), 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 nonqualified stock options (collectively, the “Other Equity AwardsNQSOs”) will continue to vest as set forth therein provided Executive is continuously employed by and stock appreciation rights (“SARs” or “Cash SARs”) covering one million shares of common stock (“Common Stock”) of the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):follows:
(i) The Time-Vested Units (as defined in ISOs: incentive stock options covering 200,000 shares of Common Stock to be awarded under the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 Company’s Equity Incentive Plan and March 1, 2019 will vest and convert to shares in accordance with having the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.herein and in Attachment 1 hereto;
(ii) The Time-Vested Units that are scheduled NQOs: nonqualified stock options covering 200,000 shares of Common Stock to vest on March 1, 2020 will fully vest on be awarded outside the Scheduled Termination Date provided Executive remains Company’s Equity Incentive Plan and having the terms set forth herein and in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.Attachment 2 hereto; and
(iii) TwoCash SARs: stock appreciation rights covering 600,000 shares of Common Stock exercisable for cash to be awarded under the Company’s Equity Incentive Plan and having the terms set forth herein and in Attachment 3 hereto. Notwithstanding anything to the contrary contained herein (and upon stockholder approval as provided below), the Company will replace the Cash SARs with non-thirds qualified stock options for 600,000 shares under the Company’s Equity Incentive Plan at the same exercise price per share and upon substantially the same other terms and conditions as the Cash SARs being replaced, in which event all references in this Agreement to the Cash SARs or SARs will thereafter be deemed to refer to the replacement options (“Replacement Options”). It is understood and acknowledged by the Parties that, as a condition of issuing the Replacement Options, the Replacement Options must be approved by the Company’s stockholders. The Company shall use its reasonable best efforts to have the Replacement Options approved at the next annual meeting of the Performance Vesting Units (22,927 units) and two-thirds Company’s stockholders. For the sake of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminatedclarity, if the performance conditions Replacement Options are not so approved by the Company’s stockholders, then the Replacement Options will not be awarded and the Cash SARs will continue in full force and effect. The ISOs and Replacement Options will be covered by the Company’s registration statement on Form S-8 for such units as set forth in the 2▇▇▇ ▇▇▇ AwardCompany’s Equity Incentive Plan. The Company will cause the NQOs to be registered at the Company’s expense on a Form S-8 within thirty days of the Commencement Date. The Company shall keep the registration statements effective until all the Executive’s shares of Common Stock covered thereby are sold, or may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as applicableamended (the “Act”). Consistent with the foregoing, the Executive recognizes that the exercise of the NQOs (and the disposition of the underlying shares of Company Common Stock) are metnot currently registered under an effective registration statement under the Act. The Executive agrees not to exercise the NQOs unless such exercise is covered by an effective registration on Form S-8 under the Act, unless the Executive provides an investment representation to the Company that he is acquiring the shares to be received upon such exercise for his own account and not with a view to distribution or the issuance of Common Stock by the Company upon such exercise is not otherwise prohibited under the Act. The Executive recognizes that the disposition of the shares of Common Stock underlying the ISOs, NQOs and Replacement Options by affiliates will not be covered by an effective registration statement under the Act. In the event that the Executive receives shares of Common Stock upon exercise of the ISOs, NQOs or Replacement Options and the disposition of each share is not covered by an effective registration statement under the Act, or is not otherwise exempt from such registration, the shares shall be restricted against transfer to the extent required by the Act and Rule 144 thereunder. The certificates evidencing any such shares may have a statement placed thereon to reflect their status as restricted securities. Notwithstanding the foregoing, such awards will terminate nothing contained within this paragraph shall be deemed or construed to be a waiver or release of the Company’s obligations hereunder (including specifically those contained in Section 3(C)(iii) above, which shall remain in effect and absolute. The ISOs, NQOs and Cash SARs shall become exercisable and vested as set forth below and shall expire on the tenth anniversary of the date of grant subject to earlier expiration as set forth in this Agreement. The ISOs shall become exercisable and vested as follows subject to earlier termination as set forth in this Agreement: Date of Grant - 50,000 shares First anniversary of Date of Grant - 50,000 shares Second Anniversary of Date of Grant - 50,000 shares Third Anniversary of Date of Grant - 50,000 shares The NQOs shall become exercisable and vested as follows subject to earlier termination as set forth in this Agreement: Date of Grant - 200,000 shares The 600,000 Cash SARs shall become vested and exercisable as follows subject to earlier termination as set forth in this Agreement: 24 Consecutive Monthly Installments starting on the last day of the calendar month in which the Date of Grant occurs and, thereafter - 15,625 shares Per Month 24 Consecutive Monthly Installments starting on the last day of the calendar month in which the second anniversary of the Date of Grant occurs - 9,375 shares Per Month The exercise price of the ISOs, NQOs and SARs shall be the closing price of the Common Stock on the New York Stock Exchange on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f)grant.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units granted to Executive pursuant As of the Effective Date and as a material inducement to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016Officer to enter into employment with the Company, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11Compensation Committee shall grant to the Officer: (i) a warrant to purchase 100,000 shares of the Company’s common stock, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 no par value (the “2▇▇▇ ▇▇▇ AwardCommon Stock”) will vest as follows (and ), with an exercise price per share equal to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units Fair Market Value (as defined in the 2▇▇▇ ▇▇▇ AwardAdCare Health Systems, Inc. 2011 Stock Incentive Plan) that are scheduled of the Common Stock on the Effective Date (the “First Warrant”); and (ii) a warrant to purchase 100,000 shares of Common Stock with an exercise price per share equal to the sum of the Fair Market Value of the Common Stock on the Effective Date plus $1.00 per share (the “Second Warrant” and, together with the First Warrant, the “Warrants”). The First Warrant shall vest one third (1/3) on March 1, 2018 and March 1, 2019 each of the three subsequent anniversaries of the Effective Date; the Second Warrant will vest one third (1/3) on the second, third and convert fourth anniversaries of the Effective Date. All vesting requires that the Officer is employed by the Company on such date, provided however, that if the Officer resigns for “Good Reason,” or a “Change in Control” occurs while the Officer is employed by the Company, then the Warrants shall immediately become one hundred percent (100%) vested. The Warrants shall have a term of ten (10) years subject to earlier expiration upon termination of Officer’s employment. The Warrants shall be exercisable for cash, or at the option of the Officer, in a cashless exercise (by reducing the number of shares he receives upon exercise by a number of shares with a then Fair Market Value equal to the aggregate exercise price of the shares purchased). The Warrants, to the extent vested, shall continue to be exercisable for three (3) months following the Officer’s termination of employment. The Warrants shall be evidenced by warrant certificates bearing restrictive legends, in form and substance acceptable to the Company and the Officer and otherwise in accordance with this Agreement. The Officer understands and acknowledges that, (i) the Warrants are being issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws pursuant to an exemption from the Securities Act and such laws; (ii) the issuance of the Common Stock issuable upon the exercise of any Warrant or portion thereof may be made only if an exemption from the registration requirements of the Securities Act and any applicable state securities laws is available; and (iii) the Warrants and all shares of Common Stock issuable upon exercise of the Warrants may be disposed of only in accordance with the terms Securities Act and any applicable state securities laws. The Officer shall be eligible to receive future grants of equity compensation at the discretion of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth thereinCEO and Compensation Committee.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units granted to Executive pursuant to In connection with the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016commencement of your employment, the 2007 Incentive Plan Non-Qualified Board of Directors shall grant to you an option to purchase 200,000 shares of the Company's Common Stock Option Agreement dated February 11, 2014("Shares") with an exercise price equal to $0.001 per Share, and such option shall vest at the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16rate of 1/48th per month on the 10th of each month commencing with November 10, 2014 (collectively2001, the “Other Equity Awards”) will until such option is fully vested, provided, however, that you continue to vest as set forth therein provided Executive is continuously be employed by the Company through the applicable on each vesting dates set forth therein.
(b) The restricted stock units granted to Executive date, and pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 all other terms contained in a stock option agreement to be executed by you and the Company in connection with this option grant (the “2▇▇▇ ▇▇▇ Award”) "Initial Option"). The Initial Option is not intended to be an incentive stock option as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended. On each anniversary of the Commencement Date, subject to approval by the Board, you will be granted options to purchase 200,000 Shares at a purchase price equal to the fair market value of the Shares on the date of grant (each a "Subsequent Stock Option"). Each Subsequent Stock Option will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms described above for the Initial Option grant and will be subject to the terms of any such Subsequent Stock Option agreement between you and the Company; provided, however, all Option agreements shall permit you to exercise options by paying cash, check or surrendering sufficient outstanding shares or options to pay the exercise price. Notwithstanding the above vesting schedule, the following additional provisions shall apply in the events specified:
(i) In the event of your Involuntary Termination, as defined herein, or upon a Change of Control, as defined herein, any portion of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent Initial Option or any Subsequent Stock Option that remains unvested as of their subsidiaries on the applicable vesting date as set forth thereinof such Involuntary Termination shall vest immediately.
(ii) The Time-Vested Units For purposes of this Agreement, "Involuntary Termination" shall mean (A) your voluntary resignation following a material reduction in your job duties, responsibilities and requirements such that they are scheduled inconsistent with your prior duties, responsibilities and requirements or a reduction in your base salary in excess of 15% (other than such reduction that occurs in a general reduction of compensation applicable to vest on March 1all executives of the Company) or (B) a reasonable determination by a majority of those persons comprising the Board of Directors of the Company prior to a Change of Control, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined herein (even if such determination is made after such Change of Control) that, as a result of a Change of Control and a change in circumstances thereafter significantly affecting your position, you are unable to exercise the 2▇▇▇ ▇▇▇ Award) with functions or duties attached to your position immediately prior to the Company or its Parent or any date on which a Change of their subsidiaries through the Scheduled Termination DateControl occurs.
(iii) Two-thirds In the event you terminate your employment under this Agreement, other than in circumstances that constitute an Involuntary Termination, no portion of the Performance Vesting Units (22,927 units) and two-thirds Initial Option or any Subsequent Stock Option that remains unvested as of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f)shall vest.
(iv) The remainder For purposes of this Agreement, "Change of Control" shall mean the occurrence of any of the Performance Vesting Units following events: (11,461 unitsA) and any "person," including a "group" as determined in accordance with Section 13(d)(3) of the TSR Vesting Units (11,461 units) will expire on January 1, 2018 Securities Exchange Act of 1934 (the “Terminated RSUs”"Exchange Act").
, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (cB) Executive will not be entitled to as a result of, or in connection with, any additional grant tender offer or exchange offer, merger or other business combination, sale of restricted stock units, optionsassets or contested election, or any other type combination of equity award after the date hereofforegoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company; (C) the Company is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 80% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of the Company; (D) a tender offer or exchange offer is made and consummated for the ownership of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding voting securities; or (E) the Company transfers all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary of the Company.
Appears in 1 contract
Sources: Employment Agreement (Southwestern Water Exploration Co)
Equity Compensation. You have been granted options (a) The restricted stock units granted to Executive pursuant to the Builders FirstSource“Options”), under the Transcept Pharmaceuticals, Inc. 2014 2006 Incentive Award Plan (the “2006 Plan”), to purchase 125,391 shares of the Company’s Common Stock, at fair market value as determined by the Board as of the date of grant. The Options will be governed in full by the terms and conditions of the 2006 Plan and your individual grant agreement; provided, however, the Options shall vest, subject to your continued service with the Company (as defined in the 2006 Plan), in three equal tranches of 41,797 Options shares each. The first tranche of Options shares shall vest monthly in equal installments over a forty-eight (48)-month period commencing on January 1, 2015, and the other two tranches shall vest in part based on performance milestones, as specified by the Board. You have been granted Restricted Stock Units (“RSUs”) under the 2006 Plan, for 35,000 shares of Common Stock of the Company. The RSUs will be governed in full by the terms and conditions of the 2006 Plan and your individual Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, Grant Notice and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16Agreement; provided, 2014 however, subject to your continued service with the Company as defined in the 2006 Plan, the RSUs shall vest and shares of Common Stock shall be issuable upon the three (3)-year anniversary of the grant date. ▇▇▇▇ ▇▇▇▇▇▇▇ February 4, 2015 You may terminate your employment with the Company at any time, with or without Good Reason, and with or without advance notice, and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without Cause, and with or without advance notice. Your employment at-will status can only be modified in a written agreement approved by the Board and signed by you and a duly authorized Member of the Board. Upon termination of your employment for any reason other than by the Company without Cause or by you with Good Reason, you shall be paid all accrued but unpaid Base Salary, any earned but unpaid bonus, reimbursement for business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation (collectively, the “Other Equity AwardsAccrued Payments”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award). Your Options shall terminate, as applicableto all unvested shares, are met. Notwithstanding the foregoing, such awards will terminate on the date as of Executive’s your termination if Executive’s employment is terminated pursuant to Section 11(d) or (f)date.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Sources: Employment Agreement (Paratek Pharmaceuticals, Inc.)
Equity Compensation. As part of the incentive for signing this employment contract, the Company hereby grants Executive the following warrants (the “Warrants”), with the following primary terms and conditions, plus such other terms and conditions as may be included in the Warrants, which shall be mutually acceptable.
a) The restricted Each Warrant shall entitle the owner to purchase one share of common stock units of the Company for $1.00 per share for a period of ten years from the date of this Agreement.
b) Executive is hereby granted to Executive pursuant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016five Warrant Certificates, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11first certificate for 100,000 warrants, 2014, the second certificate for 150,000 warrants and the 2014 Incentive Plan Restricted Stock Unit Award remaining three certificates for 250,000 Warrants each. Certificate dated June 16one shall vest immediately upon signing this Agreement. Certificate two shall vest on October 31, 2014 (collectively2010. Certificate three shall vest on the first annual anniversary date of this Agreement, while Certificates four and five shall vest on the “Other Equity Awards”) will continue to vest as set forth therein second and third anniversary of this Agreement, provided Executive is continuously employed by still an employee of the Company, unless said Warrants have vested earlier per the “Early Vesting Criteria” contained herein. Except as provided herein, the Warrants shall contain the same terms and conditions as the warrants which the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted intends to offer to its shareholders as a funding mechanism. Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not shall be entitled to divide each certificate into smaller unit sizes to reflect ownership interest consistent with the Executive’s estate planning activities. Executive shall be permitted to designate assignees of such Warrants if he deems it desirable to do so.
c) The Warrants shall vest earlier than the time criteria listed in b) above based upon the following “Early Vesting Criteria”:
i) All unvested Warrants shall automatically vest when the Company has aggregate revenue of $12,500,000 for two consecutive quarters and the Company records a pre-tax net profit for such two quarters.
ii) All unvested Warrants shall vest when the Executive “exercises” the Warrant by converting the Warrant from a warrant to a share of common stock as specified in the warrant document. The Company shall cooperate with Executive in exercising any additional grant Warrants when Executive gives notice of restricted stock unitsintent to exercise.
d) The Warrants and the underlying shares of Common Stock shall be registered in the first registration statement which the Company files, options, provided legal counsel for the Company determines that said Warrants and shares can be legally included and subject to any limitations imposed by an underwriter or any other type of equity award after the date hereofplacement agent.
Appears in 1 contract
Sources: Employment Agreement (Genesis Fluid Solutions Holdings, Inc.)
Equity Compensation. The Company’s Board of Directors (athe “Board”) The has approved a grant to you of restricted stock units granted to Executive pursuant (“RSUs”) covering 46,463 shares of the Company’s Class A Common Stock, effective as of the business day immediately prior to the Builders FirstSourceeffective date of the registration statement on Form S-1 filed in connection with the Company’s initial public offering (the “Registration Date”) and subject to your continuous service through the date. Subject to Section 2(d) through (f) of this Employment Agreement (as amended by this Amendment Agreement), Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4one-sixteenth (1/16th) of the total number of RSUs shall vest on May 20, 20162019 and 1/16th of the total number of RSUs shall vest on each quarterly vesting date (set at February 20, May 20, August 20 and November 20 of each year) thereafter, subject to your continuous service; provided, however, that no RSU shall vest until the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, earlier of the date of a “change in control” or the Registration Date (a “Liquidity Event”) and the 2014 RSUs will not vest in the event your continuous service terminates before a Liquidity Event, all as provided in the Company’s 2018 Equity Incentive Plan Restricted Stock Unit Award Certificate dated June 16Plan, 2014 as amended and restated and the form of RSU agreement approved by the Board (collectivelytogether with the plan, the “Other Equity AwardsAgreements”) will continue ). No right to vest as set forth therein provided Executive any stock is continuously employed by earned or accrued until such time that vesting of the Company through RSU occurs, nor does the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇▇ ▇▇▇ Awardany right to continued vesting or employment or right to any future grants of equity from the Company. You should consult with your own financial advisor concerning the tax and investment risks associated with receiving and accepting an award of RSUs. For the avoidance of doubt, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the all other terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with any equity awards granted to you by the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f)effect.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Sources: Employment Agreement (Lyft, Inc.)
Equity Compensation. The Metabolix, Inc. 2006 Stock Option and Incentive Plan, any other authorized stock plan in effect from time to time, and/or any agreements between you and the Company governing equity compensation (aother than this Agreement but including any plans or agreements necessary to grant “inducement awards” to you in accordance with Nasdaq rules) The restricted stock units granted that the Company may reasonably require consistent with the terms of this Agreement are referred to Executive pursuant as the “Equity Documents.” Pursuant and subject to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016Equity Documents, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):shall grant you:
(i) on the Announcement Date, an option to purchase 1,150,000 shares of Company stock (the “Initial Option”). The TimeInitial Option shall have a ten year term and an exercise price equal to the closing price of the Company’s stock on the Nasdaq on the Announcement Date. Twenty-Vested Units five percent (as defined in 25%) of the 2▇▇▇ ▇▇▇ Award) that are scheduled to Initial Option will vest on March 1, 2018 and March 1, 2019 the two year anniversary of the Commencement Date; 25% of the Initial Option will vest and convert to shares in accordance with on the terms three year anniversary of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in Commencement Date; and the 2▇▇▇ ▇▇▇ Award) with remaining 50% of the Company or its Parent or any of their subsidiaries Initial Option will vest on the applicable vesting date as set forth thereinfour year anniversary of the Commencement Date. Further terms and conditions (not inconsistent herewith) of the Initial Option will be governed by the Equity Documents.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest 600,000 performance shares of Company stock on the Scheduled Termination Commencement Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds “Performance Shares”). Vesting of the Performance Vesting Units Shares will be triggered by (22,927 unitsA) and two-thirds the Company’s stock attaining certain price levels based on the average closing price of the TSR Company’s stock on Nasdaq (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading day period (each a “Stock Price Vesting Units Target”) and/or (22,927 unitsB) will remain outstanding following upon the Scheduled Termination Date good faith determination of the Board or its Executive Committee that the Company has secured firm and will vest commercially reasonable contracts representing $25 million of annual revenue and convert has established the supply chain needed to shares on March 1perform under such contracts (the “Revenue Vesting Target”), 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Awardtable below. Once vesting of Performance Shares has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, as applicablethen 25%, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder 25% and 50% of the Performance Vesting Units (11,461 units) Shares so triggered will vest on the first, second and the TSR Vesting Units (11,461 units) will expire on January 1third anniversaries, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant respectively, of restricted stock units, options, or any other type of equity award after the date hereof.the vesting of such Performance Shares was triggered. To the extent vesting of the Performance Shares has not been triggered by the second anniversary of the Commencement Date, they will be forfeited and such Performance Shares shall not vest under any circumstances. $3 per share Stock Price Vesting Target 150,000 $4 per share Stock Price Vesting Target 150,000 $5 per share Stock Price Vesting Target 150,000
Appears in 1 contract
Equity Compensation. (a) The restricted stock units granted to Executive pursuant During the Term, the Company shall grant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Executive rights to receive shares of the Parent’s common stock (“Common Stock”) and options to acquire shares of Common Stock Unit Award Certificate dated January 4, 2016as the Compensation Committee determines. During the Term, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Chief Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 Officer of Parent (the “2▇▇▇ ▇▇▇ AwardParent CEO”) will vest as follows (and shall recommend annually to the extent such vesting is different from Compensation Committee that the vesting schedule set forth Executive be granted an equity award, in the 2▇▇▇ ▇▇▇ Awardform determined by the Compensation Committee, in its sole discretion, that has the same value (as determined by the Compensation Committee, in its sole discretion) as any equity award made to the Parent CEO in the normal course on an annual basis, provided that such recommendation shall not apply to any equity awards granted to the Parent CEO that are not made in the normal course on an annual basis. Any failure by the Compensation Committee to make any equity awards recommended by the Parent CEO shall not trigger any rights or entitlements on the Executive’s behalf. All equity awards granted to the Executive shall be subject to the terms and conditions of The Dress Barn, Inc. 2001 Stock Incentive Plan, as may be amended from time to time, or any successor plan thereto (the “Stock Plan”). The Executive’s prior employment with the Company and its affiliates and subsidiaries shall be recognized for purposes of determining the Executive’s eligibility for the accelerated vesting of his unvested equity awards under the Parent’s Rule of 75 policy (the “Rule of 75 Policy”). Accordingly, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in Company and the 2▇▇▇ ▇▇▇ Award) Executive acknowledge that are scheduled to vest the Executive satisfied the requirements of the Rule of 75 Policy on March 125, 2018 and 2010. Any earned, but unvested restricted stock awards granted prior to the date the Executive satisfied the Rule of 75 Policy shall become immediately vested on March 125, 2019 will 2010. Any restricted stock awards granted to the Executive after March 25, 2010 shall become immediately vested on the date of grant for so long as the Parent maintains the Rule of 75 Policy in force. In addition, for so long as the Parent maintains the Rule of 75 Policy in force, any stock option awards granted to the Executive shall vest and convert to shares in accordance with the terms applicable vesting schedule, and, upon the Executive’s termination of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services employment for any reason (other than for Cause (as defined below)), including by reason of death or disability, any unvested stock option awards shall continue to vest in the 2▇▇▇ ▇▇▇ Award) accordance with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1schedule, 2020 will fully vest and each stock option award outstanding on the Scheduled Executive’s Termination Date provided Executive remains in Continuous Services (as defined below) shall remain exercisable for a period of one year following the final vesting date of such award (but in no event beyond the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds expiration of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (fterm).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units Company has recommend to its Board of Directors that Employee be granted to Executive pursuant to the Builders FirstSourcefollowing equity awards as additional compensation and such awards have been approved, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, pending the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):commencement of employment:
(i) Subject to the commencement of employment, Employee shall be granted a restricted stock unit on the Commencement Date representing 10,000 shares of Class A common stock (the “RSU’s”). The Time-Vested Units RSU’s shall vest in full upon Employee’s completion of two full years of employment (as defined in the 2▇▇▇ ▇▇▇ Award“Vesting Date”). The RSU’s will be granted pursuant to the Company’s equity compensation plans (the “Equity Plans”) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with be governed by the terms and conditions of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date such plans. Except as set forth thereinin Section 10(d)(ii), the RSU’s shall be forfeited if the Employment is terminated prior to the Vesting Date.
(ii) The Time-Vested Units that are scheduled Subject to vest on March 1the commencement of employment, 2020 will fully vest Employee shall be granted an option on the Scheduled Termination Commencement Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) to purchase 20,000 shares of Class A common stock, with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds an exercise price equal to 100% of the Performance Vesting Units (22,927 units) and two-thirds fair market value of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to underlying shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant grant, subject to Section 11(d) or a four-year vesting schedule (f).
(iv) The remainder 25% vesting on the first anniversary of the Performance Vesting Units (11,461 units) Commencement Date and the TSR Vesting Units (11,461 units) remainder vesting in 12 equal installments each quarter thereafter over the next three years). This option shall be granted as an “inducement option” under NASDAQ Marketplace Rule 4350 and shall be granted outside of the Equity Plans, but shall be governed in all material respects as if it was granted under the Company’s 2005 Equity Incentive Plan, mutatis mutandis. This option will expire on January 1be treated for tax purposes as a non-statutory stock option. The foregoing share amounts and share purchase prices shall be adjusted, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled as necessary, to give effect to any additional grant of restricted stock unitssplit, optionsreverse stock split, stock dividend, recapitalization or any other type of equity award similar transaction affecting the Company’s Class A common stock that is effected after the date hereofEffective Date.
Appears in 1 contract
Equity Compensation. A. The equity awards set forth in Schedule l hereto (a) The restricted stock units the ‘‘Equity Awards’’), which were granted to Executive pursuant to Consultant while Consultant served as an employee for the Builders FirstSourceCompany, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will shall continue to vest as set forth therein provided Executive is continuously employed by during the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted Term, and shall continue to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth be governed in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with all respect the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains governing plan documents, grant notices and equity agreements. Any remaining equity awards granted to Consultant while an employee (i) are hereby amended to provide that vesting will cease and (ii) any unvested portion of such awards will be forfeited, in Continuous Services each case as of Consultant's last day of employment with the Company. The terms of such remaining equity awards will otherwise remain unchanged.
B. If. during the Term. Client consummates a Change of Control (as defined below), then Client will accelerate the vesting of the Equity Awards such that Consultant will be deemed vested and in the 2▇▇▇ ▇▇▇ Award) case of stock options and stock appreciation rights, will be deemed exercisable in those shares that would have vested and become exercisable had he remained in continuous service through December 31, 2020.
C. If Client terminates Consultant’s services with the Company for convenience pursuant to Section 7.2 of the Consulting Agreement prior to December 31, 2020, (i) any unvested portion of the Equity Awards shall remain outstanding through December 31, 2020 or its Parent or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided for if a Change of their subsidiaries on the applicable vesting date as set forth therein.
Control occurs before such date, and (ii) The Time-Vested Units that are scheduled if subsequent to vest on March 1such termination, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any a Change of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert Control occurs prior to shares on March 1December 31, 2020, notwithstanding then Client will accelerate the fact Executive’s employment has terminated, if vesting of the performance conditions for Equity Awards such units as set forth that Consultant will be deemed vested and in the 2▇▇▇ ▇▇▇ Awardcase of stock options and stock appreciation rights, as applicablewill be deemed exercisable in those shares that would have vested and become exercisable had he remained in continuous service through December 31, are met2020. Notwithstanding If no Change of Control occurs prior to December 31, 2020, any unvested portion of the foregoingEquity Awards automatically will be forfeited without having vested. If Client terminates the Consulting Agreement for Cause, such awards or Consultant terminates the Consulting Agreement for any reason, then the Equity Awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder as of the Performance Vesting Units (11,461 units) last day of the Term and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled subject to any additional grant acceleration in the event of restricted stock units, options, or any other type a subsequent Change of equity award after the date hereofControl.
Appears in 1 contract
Equity Compensation. The CEO will recommend to the Compensation Committee that Employee receive: (a) The a stock option to purchase 40,000 shares of common stock of the Company (the "Common Stock") (as adjusted for stock splits, stock dividends, recapitalizations and the like) (the "Option"); (b) an award of 20,000 shares of restricted Common Stock Units (as adjusted for stock units granted splits, stock dividends, recapitalizations and the like) (the "Initial RSU"); provided that the Company shall be permitted, in its discretion, to Executive withhold shares of Common Stock pursuant to this award in order to pay tax withholding obligations arising upon the Builders FirstSourcevesting of such shares. Each of the Initial RSU and Option shall vest according to the following terms: 25% of the Award will vest immediately, and 25% shall vest on each one-year anniversary of the date of issuance for the next three years, so long as Employee continues to provide continuous services to the Company through each applicable vesting date, inclusive. Each of the Awards will be subject to the terms and conditions of the Viking Therapeutics, Inc. 2014 Equity Incentive Plan Restricted Stock Unit Award Certificate dated January 4(as may be amended or restated from time to time, 2016"Equity Incentive Plan"), the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014including any required agreements and/or grant documentation, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue to shall vest as set forth therein provided Executive is continuously employed by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from over the vesting schedule set forth in such Equity Incentive Plan or the 2▇▇▇ ▇▇▇ Awardapplicable grant documents; provided that the vesting commencement date for the Awards shall be the Effective Date. Following the grants of the Awards, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined Employee shall be eligible to participate in the 2▇▇▇ ▇▇▇ Award) that are scheduled Equity Incentive Plan, any successor to vest on March 1such plan, 2018 and March 1, 2019 will vest any other Company equity compensation plan established from time to time and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with generally made available by the Company or in its Parent or any of their subsidiaries on sole discretion to the applicable vesting date as set forth thereinCompany's employees.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units granted At the first regular meeting of the Compensation Committee held following the Effective Date, the Compensation Committee will approve the grant to Executive pursuant to of the Builders FirstSource, Inc. 2014 following equity awards under the Company’s 2005 Performance Incentive Plan Restricted Stock Unit Award Certificate dated January 4(the “2005 Plan”), 2016each such award to be effective on the date of such approval by the Compensation Committee (the “Grant Date”): • An option to purchase 1,000,000 shares of the Company’s common stock, with the per share exercise price of such option to be the closing market price of a share of the Company’s common stock on the Grant Date, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014expiration date of such option to be the day before the seventh anniversary of the Grant Date (subject to earlier termination as provided in the applicable award agreement), and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will continue such option to vest as set forth therein provided Executive is continuously employed and become exercisable with respect to 25% of the shares covered by such option on each of the first four anniversaries of the Grant Date, in each case subject to Executive’s employment by the Company through the applicable vesting dates set forth therein.
(b) The date; and • An award of 25,000 restricted stock units granted to Executive pursuant to Builders FirstSourceshares of the Company’s common stock, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled award to vest on March 1, 2018 and March 1, 2019 will vest and convert with respect to shares in accordance with the terms 100% of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in shares covered by the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries award on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds first anniversary of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert Grant Date, subject to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminatedby the Company through the vesting date. In addition, if provided Executive is then still employed by the performance conditions for Company, the Compensation Committee will approve the grant to Executive at the first regular meeting of the Compensation Committee held in January 2010 of an option to purchase 500,000 shares of the Company’s common stock, with the per share exercise price of such units as set forth in option to be the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding closing market price of a share of the foregoing, such awards will terminate Company’s common stock on the date of Executive’s such approval (the “January Grant Date”), the expiration date of such option to be the day before the seventh anniversary of the January Grant Date (subject to earlier termination if as provided in the applicable award agreement), and such option to vest and become exercisable with respect to 100% of the shares covered by such option on the fourth anniversary of the Effective Date, subject to Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder by the Company through the vesting date. Each of the Performance Vesting Units foregoing awards will be evidenced by an award agreement in the Company’s standard form of award agreement for that particular type of award under the 2005 Plan and be subject to such other terms as are provided therein and in the 2005 Plan. Copies of the 2005 Plan and such forms of award agreements have been provided to Executive. The parties acknowledge and agree that the foregoing awards are intended to satisfy the Company’s obligation to grant equity incentive awards to Executive through 2011 (11,461 unitsif employment continues through such period) and the TSR Vesting Units (11,461 units) parties do not anticipate that additional equity incentive awards will expire on January 1be granted to Executive prior to 2012. The amount, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to timing, and other terms of any additional grant of restricted stock units, options, or any other type of future equity award after grants to Executive shall be determined by the date hereofBoard (or the Compensation Committee) in its good faith discretion.
Appears in 1 contract
Sources: Employment Agreement (Pacific Sunwear of California Inc)
Equity Compensation. A. The equity awards set forth in Schedule 1 hereto (a) The restricted stock units granted to Executive pursuant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Equity Awards”) will ), which were granted to Consultant while Consultant served as an employee for the Company, shall continue to vest as set forth therein provided Executive is continuously employed during the Term, and shall continue to be governed in all respects by the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains governing plan documents, grant notices and equity agreements. Any remaining equity awards granted to Consultant while an employee (i) are hereby amended to provide that vesting will cease and (ii) any unvested portion of such awards will be forfeited, in Continuous Services each case as of Consultant’s last day of employment with the Company. The terms of such remaining equity awards will otherwise remain unchanged.
B. If, during the Term, Client consummates a Change of Control (as defined below), then Client will accelerate the vesting of the Equity Awards such that Consultant will be deemed vested and in the 2▇▇▇ ▇▇▇ Award) case of stock options and stock appreciation rights, will be deemed exercisable in those shares that would have vested and become exercisable had he remained in continuous service through December 31, 2020.
C. If Client terminates Consultant’s services with the Company for convenience pursuant to Section 7.2 of the Consulting Agreement prior to December 31, 2020, (i) any unvested portion of the Equity Awards shall remain outstanding through December 31, 2020 or its Parent or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided for if a Change of their subsidiaries on the applicable vesting date as set forth therein.
Control occurs before such date, and (ii) The Time-Vested Units that are scheduled if subsequent to vest on March 1such termination, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any a Change of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert Control occurs prior to shares on March 1December 31, 2020, notwithstanding then Client will accelerate the fact Executive’s employment has terminated, if vesting of the performance conditions for Equity Awards such units as set forth that Consultant will be deemed vested and in the 2▇▇▇ ▇▇▇ Awardcase of stock options and stock appreciation rights, as applicablewill be deemed exercisable in those shares that would have vested and become exercisable had he remained in continuous service through December 31, are met2020. Notwithstanding If no Change of Control occurs prior to December 31, 2020, any unvested portion of the foregoingEquity Awards automatically will be forfeited without having vested. If Client terminates the Consulting Agreement for Cause, such awards or Consultant terminates the Consulting Agreement for any reason, then the Equity Awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder as of the Performance Vesting Units (11,461 units) last day of the Term and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled subject to any additional grant acceleration in the event of restricted stock units, options, or any other type a subsequent Change of equity award after the date hereofControl.
Appears in 1 contract
Equity Compensation. In further consideration of the services rendered by Executive during the Employment Period, the Company shall grant Executive, consistent with the United States securities laws, twenty-five thousand (a25,000) The bonus shares and two hundred twenty-five thousand (225,000) shares of restricted stock units granted to Executive pursuant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11, 2014, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16, 2014 (collectively, the “Other Initial Equity AwardsGrant”) will continue to vest as set forth therein provided Executive is continuously employed by be issued from the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSource, Inc. 2014 Company’s New Employee Equity Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 in three separate grants. The Company shall grant the twenty-five thousand (25,000) bonus shares (the “2▇▇▇ ▇▇▇ AwardBonus Shares”) will vest and one hundred thousand (100,000) of such restricted shares (the “Time-Vested Shares”) on the first quarterly grant date immediately following the Start Date as follows determined under the Company’s Equity Incentives Grant Policy and any and all restrictions on the Time-Vested Shares shall lapse in accordance with the following schedule: as to 25,000 shares on each of the first four anniversaries of the Start Date, subject to earlier vesting as provided in this Agreement. The Company shall grant the remaining one hundred twenty-five thousand (125,000) shares of the Initial Equity Grant (the “Performance-Vested Shares”) on the quarterly grant date (as determined under its Equity Incentives Grant Policy) immediately following the establishment of the performance measures based upon the financial performance of the Company and to upon qualitative measures as are agreed upon between Executive and the extent such vesting is different Compensation Committee no later than one-hundred eighty (180) days from the Start Date and subject to earlier vesting schedule as provided in this Agreement. The Compensation Committee and the Executive shall, within such one-hundred eighty (180) days, also agree upon the principles to be applied by the Board under Section 14(b) and (e) to one or more of the financial and qualitative measures in determining the number of Performance-Vested Shares, if any, as to which the restrictions shall lapse in the event of a termination of Executive’s employment under circumstances set forth in the 2▇▇▇ ▇▇▇ AwardSection 13(a), the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(ib), (d) and (f). The Time-Vested Units (Shares and Performance-Vested Shares shall also be subject to disgorgement as defined provided in Section 15. In addition to the 2▇▇▇ ▇▇▇ Award) that are scheduled Initial Equity Grant, Executive shall be eligible to vest on March 1, 2018 and March 1, 2019 will vest and convert receive additional equity grants as may be determined from time to shares in accordance with time at the discretion of the Compensation Committee. The terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as grants shall be set forth in a Restricted Stock Agreement that shall provide, among other terms, for the 2▇▇▇ ▇▇▇ AwardExecutive to elect to satisfy any minimum federal, as applicablestate, are metlocal or employment tax withholding by authorizing the Company to withhold from the number of shares for which the restriction lapses a number of shares the fair market value of which approximates but is less than the minimum withholding taxes. Notwithstanding The Company shall permit Executive to dispose of such additional shares to pay any additional tax liability, including through the foregoingestablishment of a so-called Rule 10b-5(1) Plan, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant disposition to Section 11(d) or (f)comply with any applicable United States securities laws.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Equity Compensation. (a) The restricted stock units granted to Executive pursuant Promptly following the Effective Date, the Board of Directors (or its Compensation Committee) shall grant to the Builders FirstSourceExecutive a stock option to purchase 3,476,972 shares of the Company’s common stock (the “Starting Option”), Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4which share number currently represents 4.75% of the fully-diluted share capital of the Company, 2016at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant as determined by the Board of Directors in good faith and in a manner in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Such option shares will be granted as an incentive stock option to the extent permissible under the Code, with the balance of such option shares granted as a non-qualified stock option. Upon the termination of Executive’s service to the Company for reasons other than death, disability or Cause, the 2007 Incentive Plan Nonright to exercise the Starting Option shall terminate six months after such termination (but in no event after the ten-Qualified Stock year term of such Starting Option). As a condition to receiving the Starting Option, the Executive must sign an Adoption Agreement to become bound by the Voting Agreement by and among the Company, each of the holders of the Company’s preferred stock, and certain holders of the Company’s common stock (as a “Key Holder” under such Voting Agreement) and by the Right of First Refusal and Co-Sale Agreement by and among the Company, each of the holders of the Company’s preferred stock, and certain holders of the Company’s common stock (as a “Key Holder” under such Right of First Refusal and Co-Sale Agreement). The Starting Option Agreement dated February 11shall be governed by a stock option agreement (in the standard form for new employees approved by the Board of Directors), 2014and shall be subject to the provisions of the Company’s then-current stock incentive plan. The stock option agreement shall describe the vesting of the Starting Option, which shall be as follows: vesting over a four-year period, with 25% of the shares subject to the Starting Option vesting one year after the date of the commencement of the Executive’s employment with the Company, and the 2014 Incentive Plan Restricted Stock Unit Award Certificate dated June 16remainder of the shares subject to the Starting Option vesting in equal amounts on a monthly basis over the subsequent three years, 2014 (collectivelyuntil 100% of the Starting Option has become vested, provided that the “Other Equity Awards”) will continue to vest as set forth therein provided Executive is continuously remains employed by the Company through on each such vesting date. The stock option agreement shall also describe (i) notwithstanding Section 8(b)(2)(ii) of the applicable Company’s 2010 Stock Incentive Plan (the “Plan”), a provision for full acceleration if an Acquisition (as defined below) occurs during the Employment Period or Executive is terminated in contemplation of such Acquisition and (ii) a provision for 12-months acceleration of vesting dates set forth thereinupon Executive’s termination without Cause or for Good Reason. For purposes clarity, if in connection with a Reorganization Event (as defined in the Plan), the Board of Directors provides written notice to the Executive that Executive’s unexercised options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Executive within a specified period following the date of such notice, then the Starting Option shall be deemed to fully accelerate.
(b) The restricted In the event the Company consummates a sale of its capital stock units granted to Executive pursuant to Builders FirstSourcea bona fide equity financing round or rounds prior to the one year anniversary of the Effective Date from which the Company receives gross proceeds of not less than $5,000,000 in the aggregate (with a look back once such amount is exceeded) which is not pursuant to a public offering registered under the Securities Act of 1933 (as amended), Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 the Board of Directors (or its Compensation Committee) shall grant to the Executive a stock option to purchase that number of shares of the Company’s common stock so that Executive shall maintain an ownership level equal to 4.75% of the Company on a fully diluted basis (the “2▇▇▇ ▇▇▇ AwardAnti-dilution Option”) ). Such option shares will vest be granted as follows (and an incentive stock option to the extent permissible under the Code, with the balance of such vesting is different from option shares granted as a non-qualified stock option. Upon the termination of Executive’s service to the Company for reasons other than death, disability or Cause, the right to exercise the Anti-dilution Option shall terminate six months after such termination (but in no event after the ten-year term of such Anti-dilution Option). The Anti- dilution Option shall be granted at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant as determined by the Board of Directors in good faith and in a manner in compliance with Section 409A of the Code. The Anti-dilution Option shall be governed by a stock option agreement (in the standard form for new employees approved by the Board of Directors), and shall be subject to the provisions of the Company’s then-current stock incentive plan. The stock option agreement shall describe the vesting schedule set forth in of the 2▇▇▇ ▇▇▇ AwardAnti-dilution Option, which shall be as follows: vesting over a four-year period, with 25% of the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
shares subject to the Anti-dilution Option vesting at the same times as the Starting Option. The stock option agreement shall also describe (i) The Timenotwithstanding Section 8(b)(2)(ii) of the Plan, a provision for full acceleration if an Acquisition occurs during the Employment Period or Executive is terminated in contemplation of such Acquisition and (ii) a provision for 12-Vested Units months acceleration of vesting upon Executive’s termination without Cause or for Good Reason. For purposes clarity, if in connection with a Reorganization Event (as defined in the 2▇▇▇ ▇▇▇ Award) Plan), the Board of Directors provides written notice to the Executive that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards unexercised options will terminate on immediately prior to the consummation of such Reorganization Event unless exercised by the Executive within a specified period following the date of Executive’s termination if Executive’s employment is terminated pursuant such notice, then the Anti- dilution Option shall be deemed to Section 11(d) or (f)fully accelerate.
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not be entitled to any additional grant of restricted stock units, options, or any other type of equity award after the date hereof.
Appears in 1 contract
Sources: Executive Employment Agreement (Civitas Therapeutics, Inc.)
Equity Compensation. As part of the incentive for signing this employment contract, the Company hereby grants Executive the following warrants (the “Warrants”), with the following primary terms and conditions, plus such other terms and conditions as may be included in the Warrant, which shall be mutually acceptable.
a) The restricted Each Warrant shall entitle the owner to purchase one share of common stock units of the Company for $1.00 per share for a period of ten years from the date of this agreement.
b) Executive is hereby granted to Executive pursuant to the Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated January 4, 2016five Warrant Certificates, the 2007 Incentive Plan Non-Qualified Stock Option Agreement dated February 11first for 100,000 Warrants, 2014, the second for 150,000 Warrants and the 2014 Incentive Plan Restricted Stock Unit Award remaining three for 250,000 Warrants each. Certificate dated June 16one shall vest immediately upon signing this Agreement. Certificate two shall vest on October 31, 2014 (collectively2010. Certificate three shall vest on the first annual anniversary of this Agreement, while Certificates four and five shall vest on the “Other Equity Awards”) will continue to vest as set forth therein second and third anniversary of this Agreement, provided Executive is continuously employed by still an employee of the Company through the applicable vesting dates set forth therein.
(b) The restricted stock units granted to Executive pursuant to Builders FirstSourceCompany, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate dated March 1, 2017 (unless said Warrants have vested earlier per the “2▇▇▇ ▇▇▇ Award”) will vest as follows (and to the extent such vesting is different from the vesting schedule set forth in the 2▇▇▇ ▇▇▇ Award, the 2▇▇▇ ▇▇▇ Award is hereby amended accordingly):
(i) The Time-Vested Units (as defined in the 2▇▇▇ ▇▇▇ Award) that are scheduled to vest on March 1, 2018 and March 1, 2019 will vest and convert to shares in accordance with the terms of the 2▇▇▇ ▇▇▇ Award provided Early Vesting Criteria” contained herein. Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries on the applicable vesting date as set forth therein.
(ii) The Time-Vested Units that are scheduled to vest on March 1, 2020 will fully vest on the Scheduled Termination Date provided Executive remains in Continuous Services (as defined in the 2▇▇▇ ▇▇▇ Award) with the Company or its Parent or any of their subsidiaries through the Scheduled Termination Date.
(iii) Two-thirds of the Performance Vesting Units (22,927 units) and two-thirds of the TSR Vesting Units (22,927 units) will remain outstanding following the Scheduled Termination Date and will vest and convert to shares on March 1, 2020, notwithstanding the fact Executive’s employment has terminated, if the performance conditions for such units as set forth in the 2▇▇▇ ▇▇▇ Award, as applicable, are met. Notwithstanding the foregoing, such awards will terminate on the date of Executive’s termination if Executive’s employment is terminated pursuant to Section 11(d) or (f).
(iv) The remainder of the Performance Vesting Units (11,461 units) and the TSR Vesting Units (11,461 units) will expire on January 1, 2018 (the “Terminated RSUs”).
(c) Executive will not shall be entitled to divide each certificate into smaller unit sizes to reflect ownership interest consistent with the Executives estate planning activities. Executive shall be permitted to change the names on such Warrants if he deems it desirable to do so.
c) The Warrants shall vest earlier than the time criteria listed in b) above based upon the following “Early Vesting Criteria”.
i) All unvested Warrants shall automatically vest when the Company has revenue of $12,500,000 total for any additional grant two consecutive quarters and the Company records a pre-tax net profit for the two quarters.
ii) All unvested Warrants shall vest when the Executive “exercises” the Warrant by converting the Warrant from a warrant to a share of restricted common stock unitsas specified in the warrant document. The Company shall cooperate with Executive in exercising any Warrants when, optionsExecutive gives notice of intent to exercise.
d) The Warrants and the underlying shares shall be registered in the first registration statement which the Company files, or any other type of equity award after provided legal counsel for the date hereofCompany determines that said Warrants and shares can be legally included.
Appears in 1 contract
Sources: Employment Agreement (Genesis Fluid Solutions Holdings, Inc.)