IPO Award Clause Samples
IPO Award. Within three business days following the date of this Agreement, the Company will grant to Executive 26,000 restricted stock units (the “IPO Award”), pursuant to, and subject to the terms and conditions of, the Equity Incentive Plan, which IPO Award will vest and convert to shares of the Company’s Class A common stock on the closing date of the Company’s initial listing of its Class A common stock on the New York Stock Exchange and the completion of its underwritten offering of its Class A common stock (the “IPO Closing Date”), conditioned upon Executive’s continuing employment on the IPO Closing Date, and subject to other terms and conditions set forth in the award certificate memorializing the IPO Award, including a requirement that the shares of Class A common stock underlying the IPO Award (the “RSU Shares”) be subject to a mandatory holding period, pursuant to which Executive must hold, on an after-tax basis, one hundred percent (100%) of the RSU Shares through the first anniversary of the IPO Closing Date, two-thirds of the RSU Shares through the second anniversary of the IPO Closing Date, and one-third of the RSU Shares through the third anniversary of the IPO Closing Date.
IPO Award. Upon the IPO, the Executive shall receive an award of restricted shares of Common Stock, subject to the terms and conditions of the Company’s Long-Term Incentive Plan (except as provided in this Agreement), equal to 86,795 shares (the “IPO Award”). The restricted shares granted pursuant to the IPO Award shall be fully vested; provided, that, the sale, transfer or other disposition of such restricted shares by the Executive shall be prohibited until July 1, 2007. Notwithstanding the foregoing, the Executive may transfer such restricted shares (i) as a bona fide gift or gifts or by will or intestacy, or (ii) to any trust for the direct or indirect benefit of the Executive or the immediate family of the Executive, provided that any such transfer shall not involve a disposition for value. The Company shall pay to the Executive a cash bonus equal to $867,946, which cash bonus shall be withheld by the Company, to the extent necessary, to pay the withholding taxes associated with the grant of restricted shares pursuant to the IPO Award and this cash bonus.
IPO Award. By accepting this Award electronically through the Plan service provider’s online grant acceptance policy, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement, and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice or the Agreement. TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice.
IPO Award. Upon the IPO, the Executive will receive an award of such number of restricted stock units, subject to the terms and conditions of the Company's Stock Incentive Plan (except as provided in this Agreement), equal to: (x) $1,600,000 divided by (y) the price for a share of Common Stock established for the IPO. Such restricted stock units shall vest in four equal annual installments commencing December 31, 2004 and on the succeeding three anniversaries thereof.
IPO Award. The Participant acknowledges that regardless of any other term or condition of this Section 2.5(a), the Agent will not be liable to the Participant for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control.
IPO Award. The IPO Award RSUs shall vest on the IPO Award Vesting Date, and be settled in accordance with Section 4(a) of the Agreement.