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. Subject to the approval of the Compensation Committee, on the Effective Date you will be awarded the following “new-hire” inducement grants (“Inducement Awards”):
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:
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:
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 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 UL Inc. 000 Xxxxxxxxx Xxxx, Northbrook, IL 60062-2096 USA T: 847.272.8800 / F: 847.272.8129 / W: XX.xxx Xxxxx Xxxxxxx Letter Agreement August 21, 2019 Page 3 of 21 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 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, and any restricted stock units to be awarded with respect to Inducement PSUs based on achievement of applicable performance targets shall be fully vested immediately upon award, in each case, if Executive is employed by the Company at the time of such Change in Control.
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) No later than thirty (30) days following the Employment Commencement Date, the Board shall grant Executive a number of time-based restricted shares (the “Inducement RSAs”) under the Performance Food Group Company 2015 Omnibus Incentive Plan, as amended, or any successor thereto (the “Omnibus Plan”) with a grant date value of $2,000,000. The Inducement RSAs will vest as to 50% on each of the first and second anniversaries of the Employment Commencement Date, subject to Executive’s continued employment with a member of the Company Group through such dates.
Inducement Awards. (a) As soon as administratively practicable following the Effective Date and during the Company’s next open trading window, the Company will grant Executive restricted shares of the Company’s common stock valued at $1.5 million, with the number of shares to be determined by dividing $1.5 million by the average closing sales price of the Company’s common stock for the thirty trading days prior to the grant date restricted shares of the Company’s common stock (the “Initial Restricted Stock Grant”). The Initial Restricted Stock Grant shall vest as follows: 1/4 of the shares will vest on each twelve-month anniversary of the grant date, provided that Executive remains employed by the Company as of the relevant vesting date. The terms and conditions of the Initial Restricted Stock Grant will be governed by and conditioned upon the execution of a separate restricted stock agreement between Executive and the Company, which agreement will include provisions consistent with the parameters for the Initial Restricted Stock Grant described above.
