Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 2 contracts
Sources: Employment Agreement (Prime Medicine, Inc.), Employment Agreement (Prime Medicine, Inc.)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of June 7, 2013 that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall become fully vested vest if and exercisable or nonforfeitable immediately as to the extent the Committee certifies that a level of the Date of Termination performance goal(s) relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter. Notwithstanding the foregoing, with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSU and other equity awards that are subject to acceleration pursuant to this subsectionwould otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to such portion shall instead be settled on the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. The equity awards held (a) Subject to the terms of the Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) a grant of restricted stock units of Parent with a grant date value of $2,250,000 (the “Initial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $2,250,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall continue be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with 25% of the Initial Option shares vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the grant agreement and the Plan, and (ii) have an exercise or strike price per share equal to the closing price of a Common Share on the grant date and expire and cease to be exercisable on the ten (10)-year anniversary of the grant date. Under the Company’s current grant date policy, equity grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Grants will be governed by the terms Plan and conditions of other documents issued in connection with the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:grants.
(ib) in the event that the Executive’s employment is terminated by the Company without Cause or by the The Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive also be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth discretionary annual equity incentive grants in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that amounts commensurate with the Executive’s employment is terminated position as Chief Financial and Business Officer based upon meeting Company and individual performance metrics as determined by the Company without Cause Board or by the Executive for Good Reason, a committee thereof in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting its sole discretion (the “Performance-Based AwardsAnnual Equity Grants”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP): ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ As of February 3, 2011
(I) All awards of stock options that have not vested and become exercisable on the date of such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the Release Effective Date, and will continue to be governed by exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”)grant; provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will shall the Executive be eligible to receive any cash compensation from exercise period extend beyond their expiration date.
(II) All awards of stock options that have previously vested and become exercisable by the Company during date of such consulting relationship except as set forth termination shall remain exercisable until the greater of eighteen (18) months following the termination date or the period provided in and subject to accordance with the terms of Sections 5 or 6 of this Agreementthe grant; provided furtherprovided, however, that any such consulting relationship in no event shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;exercise period extend beyond their expiration date.
(iiIII) in All awards of restricted shares and restricted share units (the event “RSUs”) that would otherwise vest on or before the Executive’s employment is terminated by end of an eighteen (18) month period following the Company without Cause or by termination date shall accelerate and vest immediately on the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Release Effective Date and are subject be settled within ten (10) business days thereafter; provided, however, that to the extent compliance with the performance-based vesting compensation exception is required in order to ensure the deductibility of any restricted shares or RSU under Internal Revenue Code Section 162(m) (“Code Section 162(m)”), such restricted shares or RSU shall vest if and when the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of Committee certifies that the Date of Termination performance goal relating to such RSU has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, with further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such Performance-Based Awards vesting at target. For portion shall be settled on the avoidance earlier of doubt, (Ix) the forfeiture provisions upon a Change first business day of the seventh calendar month following the calendar month in Control described in the Plan which your termination of employment occurs or (as defined belowy) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsectionyour death. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ As of February 3, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.2011
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. The equity awards held by the Executive shall Employee has previously been granted certain restricted stock units which will continue to be governed by subject to the vesting schedule and other terms and conditions of Parent’s 2016 Equity Incentive Plan and the related Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, all of which the Employee has received under separate cover. The Employee will be required to sign a Restricted Stock Unit Agreement as a condition of receiving restricted stock units. If the Employee’s Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s applicable equity incentive plan(s2016 Equity Incentive Plan), or within three (3) months prior to or within twelve (12) months following the closing of a Change in Control, and provided that the Employee remains in compliance with the terms of this Agreement, then the Employee will be entitled to the Severance Benefits provided for above in Section 3.5, and the applicable award agreement(sfollowing additional benefits: (a) an amount equal to six (collectively6) months of the Employee’s then-current “cash-eligible” annual target bonus as per Clause 6.2 to be paid in equal instalments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of the Involuntary Termination , the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided thatwhich, for the avoidance of doubt, shall be in no event will addition to payment of (i) any earned but unpaid annual bonus for the Executive be eligible to receive any cash compensation from fiscal year preceding the Company during fiscal year in which such consulting relationship except Involuntary Termination occurs based on actual performance, as set forth determined by the Compensation Committee and (ii) an annual bonus for the fiscal year in and subject which the Involuntary Termination occurs, prorated to the terms date of Sections 5 Involuntary Termination and determined based on the greater of target performance or 6 actual performance as of this Agreementthe date of Involuntary Termination, as determined by the Compensation Committee; provided further(b) 100% of all of the Employee’s then-outstanding time-based unvested Parent equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of the Employee’s date of Involuntary Termination; and (c) 100% of all of the Employee’s then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of the Employee’s target performance rate or actual performance as of the Employee’s date of Involuntary Termination (collectively, that the “ Change in Control Severance Benefits ”), including any such consulting relationship shall be subject performance-based unvested awards granted pursuant to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, Senior Leadership Equity Bonus Program (or similar annual bonus program that may be adopted in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven future) (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined belowan “Equity Bonus Program”), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) if the forfeiture provisions upon Employee has elected to receive his annual bonus in equity in lieu of cash pursuant to an Equity Bonus Program, and has received an equity grant as a Change result of this election, his annual bonus for the performance period for which he made the election will no longer be considered “cash-eligible” for purposes of subsection 7(a); provided however, that for any period for which the Employee has elected to receive his annual bonus in Control described equity in lieu of cash pursuant to an Equity Bonus Program, and for which the Plan (as defined below) shall Company has not apply yet granted an equity award to the Executive’s equity awards that are subject to acceleration pursuant to this subsectionEmployee as of the date of Involuntary Termination, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date then such election shall not be subject to acceleration pursuant to this subsectionvoid, and the vesting and any acceleration of vesting of Employee’s annual bonus for such awards (if any) period shall be “cash-eligible” in accordance with subsection 7(a). Employee will be addressed eligible for consideration for future grants of equity awards in connection with the applicable award agreementsannual executive compensation determination process of the Compensation Committee of the Parent’s Board of Directors.
Appears in 1 contract
Sources: Employment Agreement (MongoDB, Inc.)
Equity. The equity awards held by Subject to Employee’s (x) continued employment in good standing with the Executive shall continue to be governed by Company through March 15, 2023, (y) continued compliance with the terms and conditions of the Company’s applicable equity incentive plan(s) set forth in this Agreement and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Restrictive Covenants (as defined below), provided thatand (z) execution, for re-execution and non-revocation of this Agreement pursuant to Section 4(g):
(i) One-hundred percent (100%) of the avoidance of doubt, in no event will the Executive be eligible RSUs granted to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject Employee pursuant to the terms RSU Grant Agreements shall vest as of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period Release Effective Date (as defined below), all of the then-outstanding and unvested ; and
(ii) A prorated portion of the Executive’s stock options and other stock-based awards that unvested PSUs granted to Employee pursuant to the PSU Grant Agreement shall vest as of the Release Effective Date, with such portion determined by multiplying the number of Target PSUs (as defined in the PSU Grant Agreement) by a fraction, (A) are subject solely to time-based vesting the numerator of which equals the number of calendar days that Employee was employed by the Company or any of its affiliates during the Performance Period (as defined in the PSU Grant Agreement) and (B) were granted the denominator of which equals the total number of calendar days in the Performance Period, and all then-unvested PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at targetCompany. For the avoidance of doubt, (I) Employee acknowledges and agrees that Employee has no further rights, payments or benefits under the forfeiture provisions upon a Change in Control described Plan, the Grant Agreements or any other equity compensation plans or agreements with the Company or any of its affiliates. Further, Employee hereby acknowledges and agrees that, in the Plan event (A) Employee’s representations to the Company as set forth in Section 5(e)(i) hereof are no longer accurate as of the Re-Execution Date (as defined below), or (B) Employee does not re-execute this Agreement or Employee revokes such re-execution, Employee shall not apply have no rights to the Executive’s equity awards payments and benefits set forth in this Section 2(c), and any RSUs and PSUs that are subject to acceleration pursuant to this subsection, unvested as of the Separation Date (and (IIall rights arising from such RSUs and PSUs and from being a holder thereof) will terminate automatically without any stock options or other stock-based awards that are subject to performance-based vesting further action by the Company and that are granted will be forfeited without further notice and at no cost to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsCompany.
Appears in 1 contract
Sources: Separation Agreement (Shoals Technologies Group, Inc.)
Equity. The equity awards held by the Executive Employee shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) of Scholar Rock Holding Corporation (“SR Holding”) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided. The Employee may also be eligible to receive future equity awards, however, and notwithstanding in the sole discretion of the Board of Directors of SR Holding (the “Board”) or the Compensation Committee of the Board. Notwithstanding anything to the contrary in the Equity Documents or any other applicable option agreement or other stock-based award agreement:
(i) , in the event that the ExecutiveEmployee’s employment is terminated by the Company without Cause or by the Executive Employee for Good Reason, in either case during the Company will negotiate Change in good faith Control Period (as such terms are defined below), then all time- based stock options and other time-based stock-based awards held by the Employee that are subject solely to establish a nontime-exclusive limited consulting relationship with based vesting (the Executive for a period “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of up to one year after the Date of Termination (as defined below) or, if later, the Change in Control Date (as defined below), ; provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated of a termination by the Company without Cause or by the Executive Employee for Good Reason, in each case, during either case outside of the Change in Control Period Period, the termination or forfeiture of any unvested Time-Based Equity Awards that would otherwise occur on the Date of Termination will be delayed until the earlier of (as defined below), all i) the Change in Control Date (at which time acceleration will occur) or (ii) the date that is three (3) months after the Date of Termination (at which time the then-outstanding and unvested portion of the ExecutiveEmployee’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “PerformanceTime-Based Awards”) Equity Awards will terminate or be forfeited); provided further, that no additional vesting of the Time-Based Equity Awards shall become fully vested and exercisable or nonforfeitable immediately as of occur after the Date of Termination or, if later, unless the Change in Control Date occurs within three (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I3) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive months after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsTermination.
Appears in 1 contract
Equity. The equity awards held by the Executive shall continue AFCG’s management will recommend to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event its Board that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from awarded, as soon as practicable following the Company during such consulting relationship except as set forth date hereof, an initial, sign-on equity grant having a grant date fair value of $1,000,000 in and subject to restricted common stock under the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting AFCG Stock Incentive Plan (the “Performance-Based AwardsPlan”) shall become fully vested and exercisable or nonforfeitable immediately as on AFCG’s standard vesting terms of thirty-three percent (33%) of such grant vesting on each of the Date of Termination or, if later, the Change in Control second (as defined below2nd), with any such Performance-Based Awards vesting at targetthird (3rd) and fourth (4th) anniversaries of Executive’s start date. For the avoidance of doubt, the Executive shall be entitled to cash dividends for all restricted common stock issued to him even when such restricted common stock is not yet vested, in accordance with the Plan. In addition, Executive will be eligible (Ia) to purchase one percent (1%) of the forfeiture provisions equity of AFC BDC at the price of the initial fundraise, with a possible increase prior to the initial fundraise for AFC BDC and (b) subject to approval by the applicable Board or a committee thereof in its discretion, for subsequent equity grants of (x) restricted common stock under the Plan, annually and (y) AFC BDC common stock. Notwithstanding anything herein or elsewhere to the contrary, all of the Executive’s outstanding equity shall fully vest upon the occurrence of both (i) a Change in Control described in the Plan Event (as defined belowin the Plan) and (ii) Executive’s termination of employment within three (3) months prior to or one (1) year following such Change in Control Event, in each case as a result of a termination by the Company without Cause (other than due to Executive’s death or Disability) or a termination by Executive for Good Reason. For the avoidance of doubt, an Internalization Transaction, as defined under the terms of the Company’s management agreement with AFCG, as the same may be amended from time-to-time, shall not apply constitute a Change in Control Event for the purposes herein. Notwithstanding anything herein or elsewhere to the contrary, the Executive’s outstanding equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to shall be treated no less favorably than the equity of the Chief Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of Officer in connection with such awards (if any) will be addressed Change in the applicable award agreementsControl.
Appears in 1 contract
Equity. The equity awards held by Subject to the approval of the Board, the Executive shall continue will be granted an option to be governed by the terms and conditions purchase 600,000 shares of the Company’s applicable equity incentive plan(s) and common stock with an exercise price per share equal to the applicable award agreement(s) fair market value as of the date of grant (collectively, the “Equity DocumentsOption”). The Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements. The Company shall recommend to the Board that you be granted an option to purchase an additional 250,000 shares of the Company's common stock with an exercise price equal to the fair market value at the time of grant (the “Milestone Equity”). Milestone Equity will vest upon achievement of each agreed milestone that will be set forth in the applicable equity agreement (the “Milestones”). The Company will discuss the milestones with you, which will be determined by the CEO, in consultation with the Board, and finalized the time of grant or as soon as practicable thereafter. In the event of any discrepancy between Section 2 and the applicable stock option agreement, including, without limitation, with respect to the description of the Milestones, the Milestone Equity and the Equity, the stock option agreement will govern. Milestone Equity will be subject to the terms of, and contingent upon your execution of, a stock option agreement issued pursuant to the Plan.
Appears in 1 contract
Equity. The equity awards held by Following the full execution of this Agreement and prior to the Effective Date and subject to the final approval of the Board, the Executive shall continue will be granted an option to be governed by the terms and conditions purchase 2,000,000 shares of the Company’s applicable equity incentive plan(s) and common stock with an exercise price per share equal to the applicable award agreement(s) fair market value as of the date of grant (collectively, the “Equity DocumentsCEO Option”). The CEO Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements. Subject to the final approval of the Board, the Executive will be granted an option to purchase an additional 500,000 shares of the Company’s common stock with an exercise price equal to the fair market value at the time of grant (the “CEO Milestone Equity”). Milestone Equity will vest upon achievement of each agreed milestone that will be set forth in the applicable equity agreement (the “CEO Milestone”). The parties agree that the CEO Milestone shall be proof of concept on one of the Company’s liver programs by end of 2027, as determined by the Board in its reasonable good faith discretion. The CEO Milestone Equity will be subject to the terms of, and contingent upon the Executive’s execution of, a stock option agreement issued pursuant to the Plan. In the event of any discrepancy between this Agreement and the applicable stock option agreement, including, without limitation, with respect to the description of the CEO Milestones, the CEO Milestone Equity and the CEO Option, the stock option agreement will govern.
Appears in 1 contract
Equity. The equity awards held You and the Company agree that conversion of your status from an employee to an independent contractor of the Company, as contemplated by the Executive shall continue to be governed by the terms and conditions this Agreement, will not result in a termination of your “Continuous Service” for purposes of the Company’s applicable equity incentive plan(splans (the “Plans”) and your outstanding compensatory equity awards (the applicable “Awards”). Accordingly, to the extent consistent with the Plan and your stock award agreement(s) (collectivelyconsisting of both stock options and restricted stock unit awards), vesting of your Awards will continue (subject to your Continuous Service) during the “Equity Documents”); providedConsulting Period in accordance with the vesting schedules applicable to each such Award, howeverand you will be able to exercise any Awards that are vested options during such period of Continuous Service and during the applicable period after the termination of your Continuous Service provided in your award agreements, which, for instance, provide for a twelve (12) month post-termination exercise period upon a normal termination of Continuous Service. In no event will you be able to exercise any options after expiration of the original term of such option. In addition, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reasonof your Awards agreements, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 the Plans, or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisionsotherwise, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall will not be subject to acceleration pursuant any accelerated vesting provisions relating to this subsectiona change in control of the Company. Notwithstanding the foregoing, the Company is not providing any tax advice or guidance to you, and you are strongly encouraged to seek advice concerning the vesting tax aspects of this Agreement (including with respect to your Awards) from your personal tax advisors. Except as amended hereby, your rights to the Awards are governed in full by your stock award agreements and any acceleration the Plans. In addition, the Company takes this opportunity to remind you that you are subject to certain restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and the rule and regulations of vesting of such awards (if any) will be addressed in the applicable award agreementsSecurities and Exchange Commission.
Appears in 1 contract
Sources: Transition and Consulting Agreement (Mips Technologies Inc)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date;
(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) All outstanding RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSUs and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) shall become fully vested and exercisable based compensation exception is required in order to ensure the deductibility of any such RSU or nonforfeitable immediately ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2013 other equity award under Code Section 162(m), such award shall vest if and to the Date extent the Committee certifies that a level of Termination the performance goal(s) relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply respect to the Executive’s outstanding RSUs and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent any outstanding RSUs and other equity awards (or portions thereof) granted prior to the Effective Date shall not be constitute “deferred compensation” within the meaning of Section 409A, then, subject to acceleration the requirement that settlement of such awards be delayed until the Permissible Payment Date (see below), such awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this subsectionclause (E)(III). Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSU and other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. The equity awards held (a) Subject to final approval by the Executive shall continue Board and receipt of all other required approvals to be governed by secured contemporaneously, through a Board of Director action, with the signing and approval of this Agreement, effective on the Start Date, you will be awarded 3,040,819 Incentive Units, which equals 7% of the Company’s currently outstanding equity on a fully-diluted basis as of the date hereof, including for such purposes the conversion of all convertible securities (the “Equity Award”). The Equity Award shall be subject to the terms and conditions set forth in the Amended and Restated Operating Agreement of the Company’s applicable equity incentive plan(s) , dated October 4, 2013, as amended and supplemented from time to time (the “Operating Agreement”), and the applicable Company’s standard form agreement for the award agreement(s) of Incentive Units (collectivelythe “Grant Agreement”). The Incentive Units will be issued with a Strike Price1 determined in accordance with the Operating Agreement. For informational purposes, on May 1, 2014, the “Board most recently determined that the then-current Strike Price was $37,149,026. The Equity Documents”); provided, however, and notwithstanding anything Award shall be subject to a four-year vesting schedule in which 25% of the Incentive Units subject to the contrary in any applicable option agreement or other stockEquity Award shall vest on the one-based award agreement:
(i) year anniversary of the Start Date and the remainder shall vest ratably on a monthly basis over the following 36 months, subject to continued employment. Notwithstanding the above, in the event that the Executive’s Company terminates your employment is terminated by the Company without Cause or by the Executive for you resign with Good ReasonReason (both as defined below), within 12 months following a Sale of the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for you shall immediately vest in all Incentive Units subject to the avoidance of doubtEquity Award.
(b) The Board may also, in no its discretion, award you additional Incentive Units subject to time based and/or performance based vesting. The terms of the Operating Agreement and any associated award agreement (collectively the “Equity Documents”) shall apply to any equity grant. In the event will of any conflict between the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as terms set forth in this Agreement and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisionsthe Equity Documents, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all terms of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) Equity Documents shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementscontrol.
Appears in 1 contract
Equity. The Company’s Compensation and Human Capital Committee has determined that the Executive is eligible to participate in the Company’s LTI good leaver program (the “LTI Program”), such that, in accordance with and subject to the terms of the LTI Program, a pro-rata portion (the “Pro-Rated Amount”) of each outstanding equity award over the Company’s common stock held by the Executive on the Separation Date, which award has not been internally designated as a “Founders Grant” and which award has been held by the Executive, as of the Separation Date, for at least one (1) year from the applicable date of grant thereof, shall remain outstanding and shall continue to vest, in substantially equal amounts, over the remaining vesting schedule of the award, subject to the Executive’s continued compliance in all material respects with the terms of this Agreement. The Pro-Rated Amount shall be determined using the following formula (the “Pro-Ration Formula”):
(a) divided by (b) multiplied by (c) minus (d), where:
(a) is number of the days the Executive was employed during the award’s aggregate vesting period;
(b) is the total number of days in the award’s aggregate vesting period;
(c) is the total number of shares originally subject to the award; and
(d) is the number of shares subject to the award that have already vested. Any equity award that was granted subject to both performance-based and service-based vesting and for which performance has already been measured, including, for the avoidance of doubt, any such equity award granted by General Electric Company (“GE”) and assumed by the Company, shall be treated as described above. However, with respect to equity awards that are subject to both performance-based and service-based vesting and for which performance has not yet been measured, the Pro-Ration Formula shall apply to the lesser of the number of shares issuable upon target level of performance and actual performance. In addition, notwithstanding anything to the contrary in the applicable award agreement, the Pro-Rated Amount of each outstanding stock option held by the Executive shall continue to remain exercisable until the applicable original option expiration date (as set forth in the applicable option award agreement). For the avoidance of doubt, (i) no portion of any Founders Grant shall be pro- rated and (ii) each outstanding award other than the Pro-Rated Amount thereof shall be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, agreement as in effect on the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination date hereof (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of modified by this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Equity. The equity awards held Subject to approval by the Executive shall continue Board on or before each of the grant dates set forth below, Employee will be granted the following stock options (the “Options”):
(a) an option to purchase 150,000 shares of Company common stock to be governed granted on the date which is the earlier of (i) the date of the Company’s achievement of a milestone to be determined by the Board, or (ii) October 15, 2007 (the “September Option”), which shall vest on a monthly basis over the three (3) month period following September 11, 2007 (subject to Employee’s continuous service to the Company in any capacity);
(b) an option to purchase 150,000 shares of Company common stock to be granted on December 1, 2007 (the “December Option”), which shall vest on a monthly basis over the three (3) month period following the grant date (subject to Employee’s continuous service to the Company in any capacity);
(c) at the discretion of the Board (upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”)), an option to purchase shares of Company common stock to be granted on the date that the Board (upon recommendation of the Compensation Committee) determines whether and the extent to which the 90 Day Goals (described in Section 5 below) have been met, and which shall be exercisable for a number of shares to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500; and
(d) at the discretion of the Board (upon recommendation of the Compensation Committee), an option to purchase shares of Company common stock to be granted on the date that the Committee determines whether and the extent to which the 180 Day Goals (described in Section 5 below) have been met, and exercisable for a number of shares of Company common stock to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500. The exercise price of each of the foregoing Options will be equal to the closing price of the Company’s common stock on the Option grant date as reported by the OTC Bulletin Board. Each Option will also be subject to the terms and conditions of the Company’s applicable equity incentive plan(s) 2006 Stock Incentive Plan and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable form of stock option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) which Employee will be addressed in required to sign as a condition of receiving the applicable award agreementsOption.
Appears in 1 contract
Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in At the event that first Compensation Committee meeting following the Start Date, and subject to Executive’s continued employment is terminated by the Company without Cause or by the Executive for Good Reasonthrough such date, the Company will negotiate recommend that Executive be granted 112,500 restricted stock units (the “Initial RSU Grant”). The Company will recommend that, subject to the acceleration provisions herein, the Initial RSU Grant has a vesting commencement date (the “Vesting Commencement Date”) of the 15th day of the third month after the Start Date (for example, the Vesting Commencement Date would be May 15, 2016 if the Start Date is February 15, 2016) and the shares subject to the Initial RSU Grant will vest in good faith approximately equal quarterly amounts over sixteen quarters, subject to establish a non-exclusive limited consulting relationship Executive’s continued service with the Executive for a period Company through each vesting date, with the first vesting date occurring on the three-month anniversary of up the Vesting Commencement Date. Additionally, at the first Compensation Committee meeting following the Start Date, the Company will recommend to one year after the Date of Termination Compensation Committee (as defined belowsubject to Executive’s continued employment through the Compensation Committee meeting date), provided thatthat a stock option to purchase 337,500 shares be granted to Executive along with the Initial RSU Grant. Beginning on the Vesting Commencement Date, for this stock option grant (the avoidance “Initial Option Grant”) will vest monthly over forty-eight (48) months in approximately equal monthly installments, subject to Executive’s continued service with the Company through each vesting date. The Initial RSU Grant and the Initial Option Grant shall be subject to the terms, definitions and provisions of doubtthe Company equity plan under which it is granted and to a restricted stock unit and/or stock option agreement, in no event as applicable, by and between the Company and Executive, both of which documents are incorporated herein by reference. No shares will be earned until such time vesting occurs, nor does the Initial RSU Grant, Initial Option Grant or any other ▇▇▇▇▇ ▇▇▇▇▇▇ any right to continue vesting or employment.
(ii) Executive will be eligible to receive additional awards of stock options, restricted stock or other equity awards pursuant to any cash compensation from plans or arrangements the Company during may have in effect from time to time. The Board or the Compensation Committee will determine in its discretion whether Executive will be granted any such consulting relationship except as set forth in equity awards and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall award in accordance with the terms of any applicable plan or arrangement that may be subject in effect from time to a consulting agreement that will contain, among time and consistent with other provisions, grants made by the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Sources: Senior Executive Employment Agreement (TrueCar, Inc.)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performance-Based Awards”) shall become fully vested event and exercisable or nonforfeitable immediately limited to the extent that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as of January 1, 2019 compliance with the Date performance-based compensation exception is required in order to ensure the deductibility of Termination any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Compensation Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately based compensation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as of January 1, 2019 exception is required in order to ensure the Date deductibility of Termination any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. (a) The equity awards held by Company will grant you an option (the Executive shall continue “Option”) to be governed by the terms and conditions purchase 95,106 shares of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectivelycommon stock, the “Equity Documents”); provided, however, and notwithstanding anything at a per share exercise price equal to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Fair Market Value (as defined belowin the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”)) of the Company’s common stock on the date of grant. The Option will vest over a four (4) year period, with one quarter (1/4) of the shares subject to the Option vesting on the one (1) year anniversary of the date of grant, and the remaining shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that, for the avoidance of doubt, in no event will the Executive be eligible that you are providing services to receive any cash compensation from the Company during as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting relationship except services). The Option will be, to the maximum extent permissible, treated as set forth an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code. The Option will be evidenced in writing by, and subject to the terms of Sections 5 or 6 of this Agreement; provided furtherand conditions of, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the 2011 Plan and the Company’s then current standard general release form of claims against stock option agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the stock option agreement or the Plan.
(b) The Company will grant you a performance stock unit (the “IDE PSU”) in the Company and all related persons and entities and, in equal to 47,553 shares of the Company’s sole discretioncommon stock. The IDE PSU will provide for the issuance of (i) one hundred percent (100%) of the shares subject to the IDE PSU upon receipt by the Company of an Investigational Device Exemption (“IDE”) approval by the U.S. Food and Drug Administration of the Company’s EndoBarrier therapy, a one year post-provided that you are providing services to the Company as an employee or consultant on such issuance date (no issuance will occur following the termination of employment noncompetition or consulting services). The IDE PSU will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of restricted stock unit agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the restricted stock unit agreement or the Plan.
(c) The Company will grant you a performance stock unit (the “PMA PSU”) in the Company equal to 95,106 shares of the Company’s common stock. The PMA PSU will provide for the issuance of (i) one hundred percent (100%) of the shares subject to the PMA PSU upon receipt by the Company of pre-market approval by the U.S. Food and shall include a seven Drug Administration of the Company’s EndoBarrier therapy (7the “PMA Milestone”) business day revocation period;
on or prior to June 30, 2019, (ii) seventy-five percent (75%) of the shares subject to the PMA PSU upon achievement of the PMA Milestone after June 30, 2019 and on or prior to June 30, 2020, and (iii) fifty percent (50%) of the shares subject to the PMA PSU upon achievement of the PMA Milestone after June 30, 2020 and on or prior to June 30, 2021, provided that you are providing services to the Company as an employee or consultant on such issuance date (no issuance will occur following the termination of employment or consulting services). If the PMA PSU has not vested prior to June 30, 2021, then the PMA PSU will lapse on that date. The PMA PSU will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of restricted stock unit agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the event that restricted stock unit agreement or the Executive’s employment is terminated by Plan.
(d) As described in the Company without Cause applicable stock option or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding restricted stock unit agreement(s) and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date terms and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination orconditions thereof, if later, the there is a Change in of Control (as defined below)in each such agreement) involving the Company, then one hundred percent (100%) of all of your unvested options and performance stock units will vest and become immediately exercisable as of the consummation of the Change of Control. The parties acknowledge and agree that to the extent that this Section 6(c) conflicts with any term of an option agreement or grant document listed above (including but not limited to any term of such Performance-Based Awards vesting at target. For the avoidance option agreement or grant document that permits or requires that a termination without “Cause” or as a result of doubt, (I) the forfeiture provisions upon a “Good Reason” occur following a Change of Control in Control described in order for unvested options to become vested and fully exercisable) then the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to terms of this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if anySection 6(c) will be addressed in the applicable award agreementsgovern.
Appears in 1 contract
Equity. The equity awards held by In addition to all other compensation and benefits provided hereunder, the Parties acknowledge and agree that, as additional incentive to Executive, Executive shall continue be granted, at the first meeting of the Company’s Board of Directors immediately following the closing of the Company’s Series C Preferred Stock financing, an option to purchase 903,862 shares of Company common stock (the “Option”), which, when added to Executive’s previously granted options for 750,000 shares of Company common stock (the “Previous Options”), will represent the right to purchase an aggregate of 2.25% of the Company’s total outstanding securities on a fully-diluted basis, assuming an investment in the Company of $55,000,000 in connection with its Series C Preferred Stock financing. The exercise price per share of the Option shall be governed by eleven and one-half cents ($.115) (the “Exercise Price”). The Option will be subject to the terms and conditions of applicable to options granted under the Company’s applicable equity incentive plan(s) Amended and Restated 2000 Stock Plan (the “Plan”), as described in the Plan and the applicable award agreement(s) Stock Option Agreement (collectivelywhich agreement shall be consistent in its terms with the terms of this Section 5). To the extent requested by the Executive, the “Equity Documents”); providedOption will be a nonstatutory stock option and will be immediately exercisable, however, and notwithstanding anything but any unvested purchased shares will be subject to repurchase by the contrary in any applicable option agreement or other stock-based award agreement:
(i) Company at the Exercise Price in the event that the Executive’s service terminates for any reason before Executive vests in those particular shares. Subject to acceleration as described below, Executive will vest in 1/48 of the Option shares upon his completion of each month of continuous employment is terminated by under this Agreement following the Employment Date, as described in the applicable Stock Option Agreement. If the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be is subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan and Executive is subject to an Involuntary Termination (as defined below) shall not apply (a) upon the effective date of the Change in Control or (b) within 60 days prior to the effective date of the Change in Control if on the date of the Involuntary Termination a person authorized by the Company’s Board of Directors is in discussion with a potential acquiror or (c) within 12 months after that Change in Control, then Executive will become vested in an additional number of shares subject to the Option equal to 50% of the then unvested shares subject to the Option. Subject to Executive’s equity awards satisfaction and completion of the obligations described in Sections l0(a)(i), (ii) and (iii), if the Company terminates Executive’s employment under this Agreement for any reason other than Cause or Disability (both as defined below), then the total vested number of Executive’s Option shares will be determined by adding 6 months to the number of months of employment that are subject to Executive has provided for the Company under this Agreement. In no event shall Executive receive both the vesting acceleration pursuant to described in this subsectionparagraph and the immediately preceding paragraph, and (II) any stock options or other stock-based awards in the event that are subject Executive’s termination would trigger vesting acceleration according to performance-based vesting and that are granted to the both paragraphs, Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and only receive the vesting and any acceleration in this paragraph or the immediately preceding paragraph, whichever provides him with the most number of vesting of such awards (if any) will be addressed in the applicable award agreementsvested Option shares.
Appears in 1 contract
Equity. The equity awards held Subject to approval by the Board (or a committee thereof), and as an inducement material to Executive’s entering into employment with the Company, Executive shall continue be granted an option to purchase 350,000 shares of common stock in the Company at the fair market value on the date of grant (the “Initial Option”). The shares subject to the Initial Option will vest over four years of continuous service to the Company, with twenty-five percent (25%) of the shares subject to the Initial Option vesting on the first year anniversary of the Effective Date, and the remaining shares vesting in equal monthly installments over the subsequent thirty-six (36) months of continuous service thereafter. In addition, subject to approval by the Board (or a committee thereof), and also as an inducement material to Executive’s entering into employment with the Company, Executive shall be granted an option to purchase an additional 225,000 shares of common stock in the Company at the fair market value on the date of grant (the “Additional Option”). The shares subject to the Additional Option will fully vest on December 31, 2020. The Initial Option and Additional Option shall be governed in all respects by the terms and conditions of the Company’s applicable equity incentive plan(s2020 Inducement Plan (the “Plan”) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement between Executive and the Company. Executive shall be entitled to be considered for additional stock option grants under the Plan or other stock-based award agreement:
the Company’s 2018 Equity Incentive Plan, as amended, as approved by the Board (or a committee thereof) in its sole discretion. In addition, (i) with respect to the Initial Option only, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish of a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Transaction (as defined belowin the Plan) at a time when Executive’s Continuous Service (as defined in the Plan) has not terminated prior to such Transaction, if the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not assume or continue the Initial Option or substitute a similar stock award for the Initial Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction), provided thatthen the vesting of the Initial Option shall immediately accelerate in full, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject (ii) with respect to the terms Additional Option only, notwithstanding any provision in the Plan or form of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject Additional Option agreement to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities andcontrary, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in event of the event that the termination of Executive’s employment is terminated by the Company without Cause or by Continuous Service (other than for Cause), the Executive for Good Reason, in each case, during may exercise his Additional Option (if vested) within the Change in Control Period period of time ending on the earlier of (as defined below), all of a) the then-outstanding and unvested portion date that is eighteen (18) months following the termination of the Executive’s stock options and other stock-based awards that Continuous Service, (Ab) are subject solely to time-based vesting the date of a Transaction, or (Bc) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting tenth (the “Performance-Based Awards”10th) shall become fully vested and exercisable or nonforfeitable immediately as anniversary of the Date grant date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsAdditional Option.
Appears in 1 contract
Equity. In connection with the commencement of the Executive’s employment, the Company will recommend to the Board that Executive be granted an option to purchase 793,189 shares of the Company’s common stock, with an exercise price equal to the fair market value of the Company’s common stock as of the date of such grant (expected to be based on the Company’s most recent third party 409A valuation as of September 1, 2020), subject to time-based vesting as follows: 35% shall vest on the 12-month anniversary of Executive’s employment commencement date, 35% shall vest over months 13—24 of the Executive’s employment with one twelfth of the 35% vesting each month during such period, 15% shall vest over months 25—36 of the Executive’s employment with one twelfth of the 15% vesting each month during such period and 15% shall vest over months 37—48 of the Executive’s employment with one twelfth of the 15% vesting each month during such period, in each case subject to Executive’s continued employment with the Company on each such vesting date. The equity awards held by the Executive Executive, if approved by the Board, shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below)Equity Documents, all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards held by the Executive that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “PerformanceTime-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the a Change in Control (to be defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, Executive’s employment terminates due to an involuntary termination (not including death or Disability) without Cause (as defined below) or due to Executive’s voluntary termination with Good Reason (as defined below). At the election of the Executive, with the option described in this paragraph may be exercised in whole or in part at any time as to shares that have not yet vested; provided, however, that as a condition to exercising the option for unvested shares, the Executive shall execute a restricted stock purchase agreement in a form provided by the Company that will provide for, among other things, a repurchase of any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described unvested shares in the Plan (as defined below) shall not apply to the event of termination of Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of employment before such awards (if any) will be addressed in the applicable award agreementsunvested shares have vested.
Appears in 1 contract
Equity. The Any equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and provided that notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
the Equity Documents, in the event of (i) the Executive’s death, (ii) termination of Executive’s employment due to disability (as defined below), or (iii) the Executive’s termination of his employment hereunder with Good Reason (as defined below), 100% of any unvested shares under the incentive and non-qualified stock options granted to the Executive on September 8, 2018, October 18, 2018 and January 19, 2019 (the “Initial Equity Awards”) shall vest upon the Executive’s Date of Termination (as defined below). In addition, upon the earlier of (x) six (6) months after the consummation of a Sale Event (as defined in the Company’s 2019 Stock Option and Incentive Plan, as amended and restated thereafter from time to time, or its successor (the “Plan”)) and (y) termination of the Executive’s employment upon or following the consummation of a Sale Event for any reason other than for Cause, 100% of any unvested shares of the Initial Equity Awards shall vest effective as the date of the event set forth in (x) or (y), as applicable. Notwithstanding anything to the contrary in the Plan or any stock option agreement, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for terminates his employment with Good Reason, the Company will negotiate Executive shall have until the earlier of (i) the original 10-year expiration date for such vested stock options as provided in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after applicable Equity Documents, or (ii) twelve (12) months following the Executive’s Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive exercise any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully have vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, (the Change in Control (as defined below“Extended Exercise Period”), with ; provided that any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are stock option subject to acceleration pursuant this Extended Exercise Period shall cease to this subsection, and (II) any be treated for tax purposes as an incentive stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsoption.
Appears in 1 contract
Equity. The equity awards held by parties agree that the Executive Performance Share Units and Restricted Stock Units as listed on Exhibit C attached hereto (the “Equity Awards”) shall continue remain eligible to be governed by vest in accordance with the terms of the applicable award agreements, including, without limitation, the terms and conditions in connection with terminations of employment that occur prior to the regular vesting date(s) of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Equity Awards (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided thatwhich, for the avoidance of doubt, may include pro-rata vesting of such Performance Share Units and continued vesting of such Restricted Stock Units in no event will the Executive be eligible to receive any cash compensation connection with your involuntary termination of employment from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among Aon by Aon other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without than for Cause or by the Executive for Good Reasondue to your Retirement, in each case, during in accordance with the Change in Control Period (terms of the applicable award agreement and with “Cause” and “Retirement” as defined belowin the applicable award agreement), all of the then-outstanding restrictive covenants therein, and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted any forfeiture conditions, provided that, notwithstanding anything to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable contrary herein or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements, upon your termination of employment for Good Reason (as defined in any of the applicable award agreements or Prior Agreement, as modified by the International Assignment Letters) or voluntary termination of employment for any other reason (excluding Retirement, as defined in the applicable award agreement, to the extent the applicable award agreement provides for vesting in connection with Retirement) during the Transition Period, all of your outstanding Equity Awards that are unvested as of immediately prior to such termination of employment shall be forfeited and terminated upon such termination of employment. To the extent the applicable award agreements reference a “Cause” definition set forth in a binding individual employment agreement entered into between you and an Aon entity, such term shall have the meaning ascribed to it in the Prior Agreement. Any other outstanding and unvested Aon equity awards that you hold, including, without limitation, the special award of Performance Share Units granted to you on July 26, 2023, shall be forfeited and terminated (i.e., cancelled and null and void) upon the Senior Advisor Start Date (or, if earlier, in accordance with the terms of the applicable award agreement). Subject to this Section 4, the Equity Awards are subject to forfeiture and termination pursuant to the terms of the applicable award agreements. You understand that the benefits described in this Section are not for wages Aon concedes it owes you and are consideration for your compliance with this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Aon PLC)
Equity. The equity Two additional sentences are hereby added to the end of Section 3.3 of the Agreement as follows: "During the Term, the Executive shall be considered for recommendation to the Compensation Committee or other committee of the Board (the "Compensation Committee") administering the Amended and Restated Revlon, Inc. Stock Plan (or any plan that may replace it) and/or any other long-term incentive compensation plan of the Company as from time to time in effect, for awards of stock options, restricted shares or other awards, at levels and on terms consistent with the Company's long-term incentive compensation programs and policies as in effect from time to time commensurate with his position as President and CEO of the Company. If the Company shall terminate the Executive's employment without Cause pursuant to Section 4.4 or if the Executive shall terminate his employment for Good Reason pursuant to Section 4.4, each option award and each restricted share award held by the Executive shall continue to be governed by the terms and conditions as of the Company’s applicable equity incentive plan(seffective date of the First Amendment to this Agreement, specifically the option awards granted on (a) February 17, 2002 (the "2002 Existing Option Award"), (b) May 19, 2003 (the "2003 Existing Option Award"), and (c) April 14, 2004 (the applicable award agreement(s"2004 Existing Option Award") (collectively, the “"Existing Option Awards") and the restricted share awards granted on February 17, 2002 and April 14, 2004 (collectively, the "Existing Restricted Share Awards" and, together with the Existing Option Awards, the "Existing Equity Documents”Awards"); provided, howevershall (x) in the case of each of the Existing Option Awards, (A) continue to vest in accordance with its terms as if the Executive's employment had not been terminated and notwithstanding anything he had remained employed with the Company and (B) as to all stock options granted under Existing Option Awards, remain exercisable until the contrary in any applicable option agreement or other stock-based award agreement:
later of (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after such Existing Option Award becomes 100% fully vested and exercisable or (ii) 18 months following the Date Executive's termination of Termination employment with the Company, but in no event beyond the original option term of each such award (as defined below), provided that, for the avoidance of doubt, the 2002 Existing Option Award expires on February 17, 2012, the 2003 Existing Option Award expires on May 19, 2013 and the 2004 Existing Option Award expires on April 14, 2011) and (y) in no the case of each of the Existing Restricted Share Awards, continue to vest as if the Executive's employment had not been terminated and he had remained employed with the Company; provided, however, that in the event will of any continued vesting of the Existing Option Awards and the Existing Restricted Share Awards as described in this sentence, for purposes of and notwithstanding anything else in the Employee Agreement as to Confidentiality and Non-Competition referred to in the Revlon Executive Severance Policy (the "Non-Competition Agreement"), the Executive be eligible to receive any cash compensation from agrees that (i) the Company during such consulting relationship except as set forth non-solicitation covenants in Sections 7(b) and subject to 7(c) of the terms Non-Competition Agreement shall remain in effect until the later of Sections 5 or 6 (a) the date that is 12 months following the termination of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against Executive's employment with the Company and (b) the date that all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreementExisting Equity Awards are fully vested, and shall include a seven (7) business day revocation period;
(ii) the non-competition covenant in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all Section 9 of the thenNon-outstanding and unvested portion Competition Agreement shall remain in effect until the later of (a) the end of any period specified in Section 9 of the Executive’s stock options Non-Competition Agreement and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (Ib) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards date that all Existing Equity Awards are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsfully vested."
Appears in 1 contract
Equity. The equity awards held by [Subject to the approval of the Board (and subject to any adjustment in the event of a stock split or other similar changes in the Company’s common stock), the Executive shall continue will be granted an option to be governed by the terms and conditions purchase [_______] shares of the Company’s applicable equity incentive plan(scommon stock with an exercise price per share equal to the fair market value as of the date of grant (the “Time-Based Option”). The Time-Based Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”) and will vest over a period of four years, subject to the Executive’s continued service relationship with the Company on each applicable vesting date specified in the stock option award agreement(s) agreement. [In addition, subject to the approval of the Board (collectivelyand subject to any adjustment in the event of a stock split or other similar changes in the Company’s common stock), the Executive will be granted an option to purchase an additional [_____] shares of the Company’s common stock with an exercise price equal to the fair market value as of the date of grant (the “Equity DocumentsMilestone Option”); provided, howeverwith [_____] vesting upon [_____] ([together,] the “Milestone[s]”), provided that in each case the Executive remains in a service relationship with the Company on the date of achievement of the [applicable] Milestone. The Milestone Option will be subject to the terms of and notwithstanding contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Plan.] Notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to prevent any acceleration of vesting for the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to [(including, without limitation, the Executive after the Effective Date Milestone Option)] shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.]
Appears in 1 contract
Equity. The equity awards held by Subject to any accelerated vesting provided under Section 7(a) of the Executive shall continue Severance Plan, all options that Employee holds to be governed by the terms and conditions purchase shares of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything common stock pursuant to the contrary Company’s 2017 Equity Incentive Plan (“2017 Plan”) or in each case any applicable option agreement or other stock-based award agreement:
(i) in predecessor plans, that are not vested as of the event Termination Date shall lapse on that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company date and will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period not be exercisable. The exercise of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive any vested stock options shall be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 the 2017 Plan and the agreement(s) evidencing such stock options, including, without limitation, the time limits on exercise. Subject to any accelerated vesting provided under Section 7(a) of this Agreement; provided furtherthe Executive Severance Plan, pursuant to the terms of the 2017 Plan and the agreement(s) evidencing any restricted stock units (“RSUs”) held by Employee as of the Termination Date, all RSUs (time-based and performance-based) held by Employee that any such consulting relationship are not vested as of the Termination Date shall be subject automatically canceled as of such date. This section is not intended to a consulting agreement that will contain, among other provisions, modify in any respect the Company’s then current standard general release of claims against rights to which Employee would otherwise be entitled if Employee were not to agree to this Agreement or the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s terms governing stock options and other stock-based awards that RSUs. EMPLOYEE UNDERSTANDS THAT NEITHER THIS AGREEMENT NOR THE COURSE OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, OR ANY OTHER SERVICE TO THE COMPANY, GIVES OR GAVE EMPLOYEE ANY RIGHT, CONTINUING OR OTHERWISE, TO THE REVENUES AND/OR PROFITS OF THE COMPANY AND/OR ANY OTHER RELEASEE (AAS DEFINED BELOW) are subject solely to time-based vesting or OR ANY OTHER INTEREST, ECONOMIC OR OTHERWISE, IN THE COMPANY AND/OR ANY OTHER RELEASEE (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined belowAS DEFINED BELOW), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Equity. The equity awards held by i. Your Company stock options shall continue to vest during the Executive shall term of the Consultancy and continue to be governed by the terms stock option agreements that you entered into with the Company and conditions of the Company’s applicable equity incentive plan(s) and plan under which the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at targetgranted. For the avoidance of doubt, any performance-based stock options remain subject to any and all performance-based requirements set forth therein. Per the stock option agreements, you will have three (I3) months following the forfeiture provisions upon termination of the Consultancy to exercise any then- unexercised vested shares. After this date, you will no longer have a Change in Control described in right to exercise your Company stock options as to any shares. However, please note that if you do not exercise your unexercised vested shares within three (3) months of the Plan Separation Date, the unexercised vested shares will cease to have incentive stock option status and will instead be considered nonqualified stock options. Please consult your accountant or tax advisor with respect to this matter. ii. In the event that the Company terminates your Consultancy without Cause (as defined below) shall not apply upon the occurrence of, or within the 12 months immediately following, the effective date of a Corporate Transaction (as defined in the Company’s 2017 Equity Incentive Plan (the “2017 Plan”)), and if you furnish to the Executive’s Company an executed waiver and release of claims in favor of the Company in such form prescribed by the Company (a “Release”) within the time period specified therein, but in no event later than 45 days following the termination of your Consultancy, and if you allow such Release to become effective in accordance with its terms, then you shall be entitled to accelerated vesting of all of your then-unvested Company equity awards, such that you shall become vested in 100% of the shares subject to all such equity awards on the effective date of the Release; provided, however, that are subject to acceleration pursuant to this subsection, and (II) the vesting of any stock options or other stockperformance-based awards that are subject to shall be as if all applicable performance criteria were achieved at target levels unless provided otherwise in the applicable performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Equity. The equity awards held by the Executive shall continue be eligible to be governed by the terms and conditions of participate in the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Equity Incentive Plan (collectively, the “Equity DocumentsIncentive Plan”). The Executive shall receive an initial grant under the Equity Incentive Plan representing four percent (4.0%) of the value of the outstanding capital stock of the Company on a fully-diluted, as converted basis as of the Effective Date. The equity granted pursuant to this Section 3.6 shall be subject to the terms of the Equity Incentive Plan and an award agreement between the Company and the Executive; provided, however, that if there is any inconsistency between the provisions of this Agreement and notwithstanding anything to the contrary in any applicable option agreement Equity Incentive Plan or other stock-based award agreement, the provisions of this Agreement shall prevail. The terms of the initial grant shall include, but not be limited to, the following:
(ia) The grant shall be an option to purchase 444,444 shares of common stock of the Company at any option price per share equal to the fair market value of a share of common stock of the Company on the date of grant of $5.33 per share.
(b) The options shall vest in equal one-quarter installments if the Executive is employed by the Company on each of the first, second, third and fourth anniversaries of the Effective Date. In addition, all of the Executive’s unvested options shall vest immediately prior to the occurrence of a Liquidity Event (as defined in the Equity Incentive Plan), and the Executive shall be given reasonable prior notice of any such event.
(c) The Executive shall not be permitted to sell shares acquired upon the exercise of the option for a period of one (1) year commencing on the date of consummation of an Initial Public Offering without the consent of Cerberus (as these terms are defined in the Equity Incentive Plan).
(d) Section 10(a)(i) of the Equity Incentive Plan shall apply for purposes of determining the applicable repurchase price only in the event of the Executive’s termination of employment by the Company for Cause. In the event that the Executive’s employment with the Company is terminated for any reason other than by the Company without Cause for Cause, Section 10(a)(ii) shall apply for purposes of determining the applicable repurchase price.
(e) Section 12 of the Equity Incentive Plan shall have no application following an Initial Public Offering.
(f) The option exercise price of the shares as to which the option shall be exercised shall be paid to the Company at the time of exercise (i) in cash, (ii) by certified check, (iii) with shares otherwise issuable to the Executive upon exercise of the option with a fair market value on the date of option exercise equal to the aggregate option price of the shares with respect to which such option or portion of such option is being exercised, or (iv) by such other method permitted by the Executive for Good Reason, administrator of the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubtEquity Incentive Plan, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s its sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not may be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the allowed under applicable award agreementslaw.
Appears in 1 contract
Equity. (i) The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”); provided, however, that, subject to approval by the Board or the Compensation Committee of the Board, (i) all of the Executive’s outstanding equity awards shall be amended to provide for continued vesting for as long as the Executive remains employed by the Company or serves on the Board and (ii) subject to the Executive’s continued employment or service on the Board through December 31, 2027, all outstanding equity awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of December 31, 2027; provided, further, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(ithe Equity Documents, Section 6(a)(iii) of this Agreement shall apply in the event that of a termination of the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate Reason in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no either event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during within the Change in Control Period (as such terms are defined below), all .
(ii) Subject to the approval of the thenBoard or a committee thereof, at such time in 2026 as the Company makes its annual grants to employees, the Executive will be granted an equity award in the form of a non-outstanding and unvested portion qualified stock option to purchase 222,132 shares of common stock of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting Company (the “Performance-Based AwardsOption”) shall become fully vested and exercisable or nonforfeitable immediately as at an exercise price equal to the fair market value of the Date common stock on the date of Termination orgrant and 37,522 restricted stock units (“RSUs”). The Option will vest over 12 substantially equal monthly installments over one year from the date of grant, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply subject to the Executive’s continued service relationship (including as director or employee) on such date. The RSUs will vest it their entirety on the first anniversary of the date of grant (or in accordance with Company’s equity awards that are grant policies) subject to acceleration pursuant to this subsection, and (II) any stock options continued service as an employee or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in director through the applicable award agreementsvesting date.
Appears in 1 contract
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ October 18, 2018 expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall become fully vested vest if and exercisable or nonforfeitable immediately as of to the Date of Termination extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)