HomeAdvisor SARs Sample Clauses

HomeAdvisor SARs. Following the Effective Time (as defined in the Merger Agreement), (A) the stock appreciation rights corresponding to shares of HomeAdvisor, Inc. common stock (“HomeAdvisor SARs”) held by Executive will convert into stock appreciation rights corresponding to shares of Class A common stock of the Company (“Company SARs”) with equitable adjustments to the number of shares covered and the applicable base price determined in accordance with the Employee Matters Agreement by and between IAC and the Company, (B) subject to Section 3 of the Standard Terms and Conditions, the Company SARs generally will be exercisable in a manner consistent with stock appreciation rights corresponding to public company common stock, and (C) the Company SARs will otherwise have the same terms and conditions applicable to the HomeAdvisor SARs prior to the Effective Time. Notwithstanding the foregoing but subject to Section 3 of the Standard Terms and Conditions (1) not more than 50% of the Company SARs received in respect of the conversion of the HomeAdvisor SARs granted on February 11, 2015 shall be exercisable in any calendar year; and (2) the Company SARs received in respect of the conversion of the HomeAdvisor SARs granted on February 14, 2017 shall not be exercisable before January 1, 2020, and not more than 33% of such awards may be exercised prior to December 31, 2020. In the event of a termination of Executive’s employment prior to the lapse of any restriction on the exercise of vested Company SARs as set forth in the immediately preceding sentence, then either (x) the Company shall waive such restrictions so that such vested Company SARs can be exercised prior to the date that is (I) 90 days following such termination of employment, in the case of Executive’s termination of employment without Good Reason, (II) 18 months following such termination of employment, in the case of Executive’s termination of employment by the Company without Cause or by Executive with Good Reason, or (III) 12 months following such termination of employment, in the case of Executive’s death or Disability, or (y) at the Company’s election, in the event of a termination of employment by virtue of Executive’s resignation without Good Reason, such vested Company SARs shall remain exercisable until the 90th day following the lapse of the restrictions related thereto; provided, however, that in no event shall any vested Company SARs remain outstanding beyond the scheduled expiration date of such Company...
Sample 1
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HomeAdvisor SARs. Following the Effective Time (as defined in the Merger Agreement), (A) the stock appreciation rights corresponding to shares of HomeAdvisor, Inc. common stock (“HomeAdvisor SARs”) held by Executive will convert into stock appreciation rights corresponding to shares of Class A common stock of the Company (“Company SARs”) with equitable adjustments to the number of shares covered and the applicable base price determined in accordance with the Employee Matters Agreement by and between IAC and the Company, (B) subject to Section 3 of the Standard Terms and Conditions, the Company SARs generally will be exercisable in a manner consistent with stock appreciation rights corresponding to public company common stock, and (C) the Company SARs will otherwise have the same terms and conditions applicable to the HomeAdvisor SARs prior to the Effective Time.
Sample 1

Related to HomeAdvisor SARs

  • Treatment of Equity Awards Upon a Change of Control, all equity awards with time-based vesting shall immediately fully vest and become non-forfeitable and each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon and to the extent of the Employers’ achievement of performance goals during the performance period under each such equity award through the end of the calendar month immediately preceding the Change in Control.

  • Equity Incentives To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.

  • Equity Incentive Awards Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board. In the event of a Change of Control (as defined in the Redwood Trust, Inc. Executive Deferred Compensation Plan) in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Treatment of Company Equity Awards (a) Subject to Section 3.05(f), at the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall, without any further action on the part of any holder of a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable to the corresponding Company Option immediately before the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock of the Acquiror (“Acquiror Common Stock”) (rounded down to the nearest whole share) equal to the product of the number of shares of Common Stock to which the corresponding Company Option related immediately prior to the Effective Time and the Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) shall be made on a grant-by-grant basis in a manner consistent with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.

  • Annual Incentive Awards The Executive shall participate in the Company's annual incentive compensation plan with a target annual incentive award opportunity of no less than 40% of Base Salary and a maximum annual incentive award opportunity of 80% of Base Salary. Payment of annual incentive awards shall be made at the same time that other senior-level executives receive their incentive awards.

  • Stock Incentives Executive shall be entitled to such vesting or other benefits as are provided by the award agreement pertaining thereto.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:

  • Incentive Awards a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee.

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

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