Inducement Awards Sample Clauses
The Inducement Awards clause establishes the terms under which special incentives or compensation are granted to individuals, typically to encourage them to join or remain with a company. These awards may take the form of stock options, restricted stock units, or cash bonuses, and are often contingent on the recipient meeting certain conditions, such as continued employment or performance milestones. The core function of this clause is to attract and retain key talent by offering additional financial motivation beyond standard compensation packages.
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Inducement Awards. On or as soon as reasonably practicable after Effective Date, but in no event later than five (5) days after the Effective Date, the Company shall grant to Executive the following incentive awards, which shall have been approved by the Board on or before the Effective Date, pursuant to and as defined in the Company’s 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and subject to the terms and conditions of the applicable award agreement:
1) an award of 25,000 time-based restricted stock units (the “Inducement RSUs”) having a grant date fair market value per Inducement RSU equal to one Share of the Parent, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant. The Inducement RSUs (a) shall vest in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date and (b) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with restricted stock units granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement) and as are agreed by the Parties.
2) an option (the “Time-Based Inducement Option”) to purchase 200,000 Shares of the Parent at an exercise price equal to the grant date fair market value of a Share, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant, but in no event to be lower than $10.50 per Share (the “Exercise Price”). The Time-Based Inducement Option (a) shall vest in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date, (b) shall be exercisable at any time prior to the seventh (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of th...
Inducement Awards. In consideration of Employee entering into this Agreement, and as a material inducement to Employee’s acceptance of employment with the Company and execution of this Agreement, within a reasonable time after the Effective Date, Employee shall be granted (i) a one-time LTIP Unit award subject to time-based vesting (the “Initial Award”) and (ii) a one-time award of LTIP Units subject to performance-based vesting (the “Retention Award” and together with the Initial Award, the “Inducement Awards”). The Inducement Awards are intended to qualify as employment inducement awards under Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, shall be granted outside of, and not pursuant to, the LTIP or any other shareholder-approved equity compensation plan of XRN. For the avoidance of doubt, the LTIP Units subject to the Inducement Awards shall not be counted against, or otherwise reduce, the number of shares or other securities available for issuance under the LTIP or any other omnibus equity incentive plan or shareholder-approved equity compensation plan maintained by XRN or the Company. The grant of the Inducement Awards shall be subject to approval by the Compensation Committee or a majority of the independent directors of XRN, as applicable, and the Company shall make any public disclosure regarding the Inducement Awards required by the rules of the New York Stock Exchange. Except as set forth below, all terms and conditions of the Inducement Awards shall be governed by the terms and conditions of the applicable award agreement.
(i) The Initial Award shall consist of a number of LTIP Units equal to $275,000 divided by the average closing price of XRN’s common stock as reported on the New York Stock Exchange for the 15 trading days immediately preceding the date of grant and shall be evidenced by an award agreement that sets forth the terms and conditions of the Initial Award. The Initial Award shall be subject to forfeiture restrictions that will lapse in substantially equal one-third increments on each of the first, second and third anniversaries of the date of grant, subject to Employee’s continued employment through each applicable vesting date.
(ii) The Retention Award shall consist of a number of LTIP Units and be subject to certain performance goals and forfeiture restrictions, in each case, as determined by the Compensation Committee in its sole dis...
Inducement Awards. In consideration of Employee entering into this Agreement and as an inducement to join the Company, on or as soon as reasonably practicable following the Effective Date, the Company shall grant Employee, under the Swift Energy Company Inducement Plan (the “Inducement Plan”), the following:
(i) a one-time award of the right and option (the “Option”) to purchase all or any part of an aggregate number of shares of the common stock of the Company (the “Common Stock”) equal to 0.75% of the shares of Common Stock outstanding on the applicable date of grant, at an exercise price per share of Common Stock equal to the fair market value of a share of Common Stock on the applicable date of grant. The Option shall vest in three substantially equal annual installments on the third, fourth and fifth anniversary of the applicable date of grant; provided that Employee has remained continuously employed by the Company between the date of grant and each such anniversary date, as applicable. Notwithstanding the foregoing, on or following the date of a Change in Control, the outstanding unvested portion of the Option (or, if applicable, any award(s) granted in substitution for the Option by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the “Protection Period” (as defined below) by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c) or (ii) the first anniversary of such Change in Control. The Option shall cease to be exercisable on the tenth anniversary of the applicable date of grant (the “Expiration Date”). For purposes of this Agreement, “Protection Period” is the period of time during the Employment Period beginning on the date of a Change in Control and ending on the first anniversary of the date of such Change in Control.
Inducement Awards. Upon the occurrence of a Change in Control of the Company, if Executive is employed by the Company at the time of such Change in Control, the Inducement Awards, to the extent not vested, shall immediately vest in full.
Inducement Awards. Upon the occurrence of a Change in Control of the Company, if Executive is employed by the Company at the time of such Change in Control, the Inducement Awards, to the extent not vested, shall immediately vest in full. Any restricted stock units awarded with respect to Inducement PSUs based on achievement of applicable performance targets shall become immediately fully vested, if Executive is employed by the Company at the time of such Change in Control.
Inducement Awards. Subject to the approval of the Compensation Committee, on the Effective Date you will be awarded the following “new-hire” inducement grants (“Inducement Awards”):
(i) Performance stock options (“PSOs”) covering 1,000,000 shares of Company common stock and a per share exercise price equal to Fair Market Value (as such term is defined in the Company's 2010 Equity Incentive Plan) (the “Stock Plan”). These PSOs will be granted in three equal tranches, with each tranche becoming vested and exercisable subject to the achievement of both a service-vesting requirement and performance-vesting requirement, each as set forth in Appendix 1 hereto. These PSOs will otherwise be subject to the same terms and conditions as a grant of nonqualified stock options granted under the Stock Plan, except as otherwise provided in Section 10 below. The PSOs will expire, whether or not vested, on the seventh (7th) anniversary of the date of grant.
(ii) Restricted stock units covering shares of Company common stock having a total grant date value equal to $4,000,000, of which:
(A) seventy-five percent (75%) will vest subject to (I) the Company’s achievement of an EPS target, to be established by the Compensation Committee, on or prior to the first anniversary of the Effective Date (“PSUs”) and (II) your continued employment hereunder through such date, at which time twenty-five percent (25%) of such PSUs will become immediately vested and settled, and the remaining seventy-five percent (75%) of such PSUs will become immediately vested and settled in equal annual installments on each of the three anniversaries thereafter, subject to your continued employment hereunder through each such anniversary date (but if the applicable EPS target is not achieved, all PSUs will immediately terminate without payment on the first anniversary of the Effective Date; and
(B) the remaining twenty-five percent (25%) will vest in equal annual installments on each of the three anniversaries of the Effective Date (the “RSUs”), subject to your continued employment hereunder through each such anniversary date. The PSUs and RSUs will otherwise be subject to the same terms and conditions as a grant of restricted stock units granted under the Stock Plan, except as otherwise provided in Section 10 below.
Inducement Awards. The Company will grant Executive awards (the “Inducement Awards”) under the LTIP in the forms of award agreement provided to Executive with this Agreement consistent with this Section 5(b). The Inducement Awards shall have an aggregate target value of $1,000,000 broken down as follows: (i) for the three-year performance period commencing on January 1, 2019 (the “2019-2021 Performance Period”), a performance cash award with a target value of $750,000 and (ii) an award of cash-settled appreciation rights (“CSARs”) with an initial value of $250,000. The Inducement Awards shall be granted at the same time that the Company makes its October 2019 grants (and, for the avoidance of doubt, the base price for the CSARs shall be determined in the same manner as other October 2019 grants) and shall be subject to the same terms and conditions, including performance metrics, as applicable to awards granted to other employees under the LTIP with respect to the 2019-2021 Performance Period; provided, however, that if Executive’s employment with UL Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Northbrook, IL 60062-2096 USA T: 847.272.8800 / F: 847.272.8129 / W: ▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Letter Agreement August 21, 2019 Page 3 of 21 the Company is terminated (a) by the Company without Cause (as defined in the LTIP), (b) by Executive for Good Reason (as defined in the LTIP) or (c) as a result of Executive’s death or Disability (as defined in the LTIP), then (i) all CSARs subject to the Inducement Awards shall become fully vested as of the effective date of such termination and shall be automatically exercised on the immediately following Exercise Date and (ii) the performance cash portion of the Inducement Awards shall not be forfeited and shall fully time-vest and be paid (if at all) at the same time that performance cash awards granted to other employees with respect to the 2019-2021 Performance Period are paid (if at all) and based on the extent to which the Performance Metrics (as defined in the LTIP) for the 2019-2021 Performance Period are achieved; provided further, however, that if such termination occurs upon or following a Change in Control (as defined in the LTIP), payment of the performance cash portion of the Inducement Awards shall be made at the time of such termination at not less than target value.
Inducement Awards. In consideration of Executive entering into this Agreement and as an inducement to join the Company, on or within ten (10) days following the Effective Date, the Company shall grant Executive: (A) a one-time award of restricted stock awards (the “Inducement Time-Based Award”) and (B) a one-time award of performance stock awards (the “Inducement Performance-Based Award” and, together with the Inducement Time-Based Award, the “Inducement Equity Awards”), in each case, under the LTIP. The Inducement Time-Based Award shall have a value, as determined by the Board (or a committee thereof) as of the applicable date of grant, equal not less than 50% of Executive’s Base Salary. The Inducement Time-Based Award shall vest in three substantially equal installments on the first three anniversaries of the applicable date of grant so long as Executive has remained continuously employed by the Company between the date of grant and each such anniversary date (except as provided below), as applicable. The Inducement Performance-Based Award shall have a target value, as determined by the Board (or a committee thereof) as of the applicable date of grant, equal not less than 50% of Executive’s Base Salary. The Inducement Performance-Based Award shall vest based on satisfaction of certain absolute and relative performance conditions established by the Board (or a committee thereof), in its sole discretion, and set forth in the applicable award agreement. Except as provided expressly in Section 4 below, the Inducement Equity Awards shall be subject in all respects to, and governed by, the terms and conditions set forth in the LTIP and the applicable award agreement governing each such award.
Inducement Awards. Upon commencement of his employment, Executive will receive equity incentive awards with a grant date fair value of approximately $350,000, which fair value will be allocated 50% to a non-qualified stock option, 25% to restricted stock and 25% to a performance-based restricted stock unit. The non-qualified stock option and restrictive stock award will each vest in four equal annual installments, subject to full acceleration upon a “change in control” of the Company (as defined in the Company’s Amended and Restated 2005 Equity Incentive Plan), provided in each case that Executive has remained in continuous service with the Company through the applicable vesting date or event. The other terms of these awards will be substantially similar to the terms of the Company’s standard award agreements for these types of awards, as currently on file with the SEC as exhibits to the Company’s periodic financial disclosures, provided that Executive’s awards may be made as non-plan grants under Nasdaq Listing Rule 5635(c)(4).
Inducement Awards. (i) The Company shall pay Executive a bonus equal to $1.5 million in a cash lump sum on the Commencement Date;
(ii) The Company shall pay Executive an additional bonus equal to $1 million in a cash lump sum on the first anniversary of the Commencement Date; provided, that Executive is employed by the Company on such date (except as otherwise provided in Section 8 below);
(iii) Subject to Executive’s continuing employment through December 31, 2012 (except as otherwise provided in Section 8 below), the Company shall pay Executive $1,713,200 in a cash lump sum on such date (the amounts in Section 5(b)(i), Section 5(b)(ii) and Section 5(b)(iii) collectively, the “Inducement Bonus”); and
(iv) On the Commencement Date, the Company shall grant Executive 750,000 shares of restricted common stock of the Company (the “Initial Equity Grant”). Such Initial Equity Grant shall vest in full on the third anniversary of the Commencement Date subject to Executive’s continuous employment except as otherwise provided in this Agreement. Such Initial Equity Grant shall be evidenced by a restricted stock agreement consistent with the terms of this Agreement. In the event Executive’s employment is terminated by Executive without Good Reason or by the Company for Cause prior to the second anniversary of the Commencement Date, Executive shall be obligated to repay a prorated portion of the Inducement Bonus, to the extent paid, based on a fraction the numerator of which is (x) twenty-four (24) minus the number of complete calendar months Executive is employed by the Company and the denominator of which is (y) twenty-four (24) (the “Refund Obligation”). For the avoidance of doubt, the Company shall have the right to withhold the Refund Obligation from any amounts due Executive to the extent such withholding would not give rise to a failure to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).