Initial Equity Awards Clause Samples

Initial Equity Awards. As soon as reasonably practicable following the consummation of an Initial Public Offering, Executive shall be eligible to receive one or more stock-based awards under the Company’s long-term incentive plan (the “IPO Equity Awards”), as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board). The target grant date fair value of Executive’s IPO Equity Awards shall be $1 million, and shall be based on the per-share price of the REIT’s common stock upon the consummation of the Initial Public Offering. The IPO Equity Award shall be subject to vesting conditions, which shall include (x) time-based vesting in five substantially equal annual installments measured from the grant date (subject to Executive’s continued employment through the applicable vesting date), and (y) full acceleration of vesting upon the consummation of a Change in Control (subject to Executive’s continued employment through the date on which a Change in Control is consummated), and shall be subject to the terms and conditions in an award agreement and the Company’s long-term incentive plan.

Initial Equity Awards. As a material inducement to Executive’s willingness to accept employment with the Company, on or shortly following the Effective Date, the Executive shall be granted restricted stock units with a value of $750,000 on the grant date, and a nonqualified stock option with a value of $750,000 on the grant date. The number of restricted stock units granted to the Executive shall be determined by dividing $750,000 by the closing price of the Company's common stock on the grant date. The number of shares of the Company's common stock subject to the option shall be based on the Company’s option valuation methodology. These equity awards will be granted under the Company’s 2015 Incentive Plan, as amended (the “2015 Plan”) and will vest in accordance with, and have such other terms and conditions as are specified in, the Restricted Stock Unit Notice and Letter Agreement and the Nonqualified Stock Option Letter Agreement approved by the Compensation Committee with respect to such awards (the "Restricted Stock Unit Agreement" and the “NSO Agreement”) and shall otherwise be subject to the terms and conditions of the 2015 Plan and the Restricted Stock Unit Agreement and the NSO Agreement; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Restricted Stock Unit Agreement or the NSO Agreement and this Agreement, the terms and conditions of this Agreement shall prevail.

Initial Equity Awards. On the Effective Date, the Company shall grant to Executive options to purchase 1,200,000 shares of Common Stock (the “Options”). The Options shall vest and become exercisable in accordance with the following: (a) 400,000 shares of Common Stock subject to the Options shall have an exercise price of 6 NOK and shall vest and become exercisable on the date that is twelve (12) months following the Effective Date (provided Executive is employed on such date); (b) 400,000 shares of Common Stock subject to the Options shall have an exercise price of 8 NOK and shall vest and become exercisable on the date that is twenty-four (24) months following the Effective Date (provided Executive is employed on such date); and (c) 400,000 shares of Common Stock subject to the Options shall have an exercise price of 10 NOK and shall vest and become exercisable on the date that is thirty-six (36) months following the Effective Date (provided Executive is employed on such date). The Options shall be subject to the terms of this Agreement and the award agreements into which Executive and the Company will enter on the Effective Date evidencing the grant of the Options. If at any time during the twenty four month period immediately following the Effective Date, the Company stock price reaches 12 NOK and remains at such for one month (30 day average), 400,000 unvested Options with the lowest remaining exercise price will vest and become exercisable immediately upon expiration of such period, provided Executive is employed on such date. The Options shall fully vest and become exercisable upon a Change in Control of the Company, provided Executive is employed on the date of the Change in Control. The Options shall have a term of five (5) years, thereby expiring on the 5th anniversary of the Effective Date.

Initial Equity Awards. Fifty percent (50%) of the original total of each equity award granted to Executive in connection with Executive’s initial employment with the Company (the “Initial Awards”) will immediately vest and, if applicable, become exercisable (that is, in addition to the portion of any such Initial Awards that had vested as of such termination, but in no event more than the original amount of such Initial Awards), but only if Executive was initially employed with the Company as a Vice President or other executive officer. The Initial Awards will, to the extent applicable, remain exercisable following Executive’s termination for the period prescribed in the related award agreement.

Initial Equity Awards. The Company will grant the Executive an award of Company stock units, with the total number of stock units awarded equal to Five Million Dollars ($5,000,000) divided by the average of the closing prices for a share of the Company’s common stock (in regular trading) on The Nasdaq Stock Market over the thirty consecutive trading days ending with the last trading day for which such closing price is known before the Company’s public disclosure of its entry into this Agreement with the Executive (the “Award”). Half of the stock units awarded pursuant to the Award (with any fraction rounded down to the nearest whole unit) will be time-based vesting stock units which will be evidenced by and subject to the terms and conditions of the Company’s form of Restricted Stock Unit Award Certificate used for fiscal 2024 executive officer awards in the United States (except that the vesting schedule for such award shall be one-twelfth (1/12) of such stock units scheduled to vest on October 1, 2023 and on the first trading date of each calendar quarter thereafter for the following eleven consecutive calendar quarters until such time-based award is vested, subject in each case to the Executive’s continued employment with the Company through the respective vesting date). Such time based vesting stock units will be awarded on or promptly following the Effective Date. Half of the stock units awarded pursuant to the Award (with any fraction rounded up to the nearest whole unit) will be the “target” number of performance-based vesting stock units subject to the terms and conditions of the Company’s forms of Performance Stock Unit Award Certificates used for fiscal 2024 executive officer awards in the United States (with approximately half of the “target” number of performance-based vesting stock units subject to the financial measure form of Performance Stock Unit Award Certificate (“Financial Measure PSUs”) and approximately half of the “target” number of performance-based vesting stock units subject to the TSR form of Performance Stock Unit Award Certificate (“Relative TSR PSUs”)); provided that the Board (or a committee thereof) will consider in good faith the appliable performance-based vesting goals to be used in granting the Financial Measure PSUs. The Relative TSR PSUs will be awarded on or promptly following the Effective Date. The Financial Measure PSUs will be awarded after the Effective Date, reasonably promptly following the Board’s assessment of the business plan wit...

Initial Equity Awards. The Company will grant to the Executive the following stock, restricted stock and stock options at the following times: (A) On or before the Initial Effective Date, the Company will adopt an omnibus stock incentive plan (the “Equity Plan”), which will, at a minimum, allow for the issuance of non-qualified stock options and restricted stock; (B) Following the Initial Effective Date, the Executive will be granted 742,500 restricted stock units and stock options with respect to 907,500 shares of Company common stock (the “Initial Equity Awards”). The Initial Equity Awards will be granted subject to terms and conditions set forth in an equity award agreement and the Equity Plan and will be subject to the following minimum vesting conditions, in each case, subject to the Executive’s continued employment with the Company through any such vesting date (unless provided otherwise in the applicable equity award agreement) and the achievement of GSE Approval: (1) the restricted stock (“performance shares”) will vest as follows: 1/3 of the performance shares will vest when the stock price equals or exceeds $12.50 per share, 1/3 of the performance shares will vest when the stock price equals or exceeds $14 per share and 1/3 of the performance shares will vest when the stock price equals or exceeds $16 per share. (2) one-third (1/3) of the stock options will vest on the first anniversary of the Initial Effective Date, an additional 1/3 of the stock options will vest on the second anniversary of the Initial Effective Date and the final 1/3 of the stock options will vest on the third anniversary of the Initial Effective Date. (C) The price per share of Company common stock (the “Common Stock”) for determining the performance shares under the Equity Plan, and under Section 4(b)(iv) (D) will be determined as follows: (1) if the Common Stock is traded on an established securities exchange, such stock will vest when the average closing price of the shares on such exchange for any consecutive thirty- (30-) day trading period exceeds the price required for vesting; (2) if the Common Stock is actively traded over-the-counter, such stock will vest when the average of the closing bid price over any consecutive thirty- (30-) day trading period exceeds the price required for vesting; (3) if the Common Stock is traded on the FBR PlusTM System, such stock will vest when the average sales price reported on the FBR PlusTM System over any consecutive thirty- (30-) day trading period exce...

Initial Equity Awards. In addition to the annual equity award grant described above, as a material inducement to Executive’s willingness to accept employment with the Company, on or shortly following the Effective Date, the Executive shall be granted an initial grant of equity in the total aggregate amount of $500,000, which shall consist of (i) restricted stock units with a value of $300,000 on the grant date, and (ii) nonqualified stock options with a value of $200,000 on the grant date. The number of restricted stock units granted to the Executive shall be determined by dividing $300,000 by the closing price of the Company’s common stock on the grant date. The number of shares of the Company’s common stock subject to the option shall be based on the Company’s option valuation methodology. These equity awards will be granted under the Company’s 2015 Plan, and will vest over a three-year period in 1/3rd increments on each anniversary of the grant date, with the first vesting date to occur on the one-year anniversary of the date of grant, and will have such other terms and conditions as are specified in, the Restricted Stock Unit Notice and Letter Agreement and the Nonqualified Stock Option Letter Agreement approved by the Compensation Committee with respect to such awards (the “Restricted Stock Unit Agreement” and the “NSO Agreement”) and shall otherwise be subject to the terms and conditions of the 2015 Plan and the Restricted Stock Unit Agreement and the NSO Agreement; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Restricted Stock Unit Agreement or the NSO Agreement and this Agreement, the terms and conditions of this Agreement shall prevail.

Initial Equity Awards. On the Effective Date, the Employer shall grant 150,000 shares of restricted stock (the “Restricted Stock Award”) and 450,000 restricted stock units (the “Restricted Stock Unit Award”) to Executive under the Gramercy Capital Corp. 2012 Inducement Equity Incentive Plan upon the terms summarized on Exhibit A hereto and pursuant to definitive documentation consistent with the Employer’s general practices for documenting such equity awards. In addition, on the Effective Date, Executive shall also be entitled to receive an award pursuant to an outperformance plan (the “Outperformance Plan”) in accordance with definitive documentation which is consistent with the terms summarized on Exhibit B hereto. Each of the Restricted Stock Award, the Restricted Stock Unit Award and the Outperformance Plan award is intended to constitute an employment inducement award pursuant to Section 303A.08 of the New York Stock Exchange Listed Company Manual, and Executive acknowledges that the granting of each of these awards is a material inducement to Executive agreeing to accept employment by the Employer.

Initial Equity Awards. (i) As a material inducement to Executive’s accepting employment with the Company and to take into account equity compensation Executive forfeited from her previous employer as a result of her employment with the Company, Executive shall be granted equity awards with an aggregate fair value of Ten Million dollars ($10,000,000) as of the Effective Date (the “Initial Equity Awards”). Sixty percent (60%) of the Initial Equity Award (the “Make-Whole Award”) shall be granted as of the Effective Date in the form of a time-vested restricted stock award, which shall vest in full on or prior to December 31, 2013, subject to continued employment of Executive other than as stated herein. In the event the Company terminates Executive’s employment for Cause (as defined in Paragraph 8(b)(i)) or Executive terminates her employment without Good Reason (as defined in Paragraph 8(b)(ii)) during the Term, Executive shall be required to pay to the Company within thirty (30) days following termination of employment, a payment equal to a pro rata portion of the Make-Whole Award, payable in cash, shares of Common Stock that vested pursuant to the Make-Whole Award or a combination of cash and shares. The payment shall be equal to the product of (i) the ratio, the numerator of which is the number of days remaining in the Term following termination of employment and the denominator of which is the total number of days in the Term and (ii) the aggregate fair market value of the Make-Whole Award as of the vesting date. Upon vesting of the Make-Whole Award, neither the shares of Common Stock issued pursuant to the Make-Whole Award (net of taxes and transaction costs) nor any interest or right therein or part thereof may be sold, assigned, transferred, pledged or otherwise encumbered in any manner (other than in satisfaction of payment of the pro rata portion of the Make-Whole Award ) prior to the seventh anniversary of the vesting date (the “Retention Period”); provided, that in event of Executive’s termination of employment pursuant to Section 8(c) (other than by reason of Executive’s death or Disability) the Retention Period shall be shortened to the later of (i) the second anniversary of Executive’s termination of employment or (ii) the fifth anniversary of the vesting date; provided further, in the event of Executive’s termination of employment by reason of her death or Disability, the Retention Period shall immediately lapse. (ii) The remaining forty percent (40%) of the Initial ...