Make-Whole Awards Sample Clauses

Make-Whole Awards. In consideration of equity-based compensation foregone from the Executive’s current employer, on the fifteenth (15th) day of the month following the Effective Date, the Executive will receive a special grant (the “Sign-On Award”) with an aggregate value of $3,000,000 in the form of (a) 50% of the grant value as options to purchase shares of the Company’s common stock with an exercise price equal to the fair market value of the Company’s common stock on the date of grant, with the number of options awarded to be determined pursuant to the Company’s standard GAAP valuation methodology, and a ten (10) year term and (b) 50% of the grant value as restricted stock units, in each case, which will vest on the second anniversary of the grant date. The Sign-On Award will be subject to the terms and conditions of the Express, Inc. 2018 Incentive Compensation Plan and the award agreements governing the grant which shall be approved by the independent members of the Board or the Compensation and Governance Committee; provided that the Sign-On Award will be issued as an inducement grant under the listing rules of the New York Stock Exchange (with a registration statement filed on Form S-8). In addition, in consideration of annual cash bonus compensation foregone from the Executive’s current employer, the Executive will be entitled to a one-time cash payment of $925,000, less any bonus payment by the Executive’s current employer (“Sign-On Bonus”), to be paid on the second regular payroll date of the Company following the Effective Date; provided, that if the Executive receives a bonus payment in any amount from the Executive’s former employer following receipt by the Executive of the Sign-On Bonus from the Company, including a full or a partial bonus relating to 2019 performance, the Executive shall promptly repay an equivalent amount of the Sign-On Bonus to the Company. In the event the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, within one (1) year from the Effective Date, the Executive shall be required to repay the entire Sign-On Bonus within sixty (60) days of the Termination Date.
Sample 1
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Make-Whole Awards. (A) The Executive shall be granted on the Grant Date a deferred cash award in an aggregate amount of $700,000 (the “Make-Whole Cash Award”). The Make-Whole Cash Award shall vest $300,000 on the first anniversary of the Grant Date and $200,000 on each of the second and third anniversaries of the Grant Date, except as otherwise provided in the terms and conditions of the award agreement to be entered into in connection therewith and in Section 3(f)(iii).
Sample 1
Make-Whole Awards. The Executive will be granted on the date of this Agreement two full value equity awards with an aggregate grant date value of $3 million (the “Make-Whole Awards”) which are together intended to make the Executive whole for the loss of his supplemental executive retirement plan benefits with his former employer. The Make-Whole Awards will have the terms and conditions set forth in this Agreement and such other terms and conditions as are set forth in the award agreements attached hereto. For purposes of this Agreement, the “Make-Whole Vesting Period” means each of the three periods commencing on the Start Date and ending on the fifth anniversary of the Start Date, the sixth anniversary of the Start Date and the seventh anniversary of the Start Date, respectively.
Sample 1
Make-Whole Awards. We understand that you hold, would receive, or in the past have received, certain compensation awards, grants and bonuses from your current employer, as well as above market interest on deferred compensation, which are subject to forfeiture or reimbursement as a result of your leaving the employment of your current employer and commencing employment with the Company within certain time frames. The Company will make you whole (the “Make Whole Provisions”) with respect to the foregoing as follows: The Company will (i) grant you awards (the “Make Whole Awards”) to offset any such forfeitures and (ii) be responsible for any reimbursement obligations (together with any net tax indemnity paid to you under paragraph 11 below, the “Reimbursements”) which are actually imposed upon you by your current employer as a direct result of your entering into an agreement to commence employment with the Company or your commencement of employment with the Company (subject, in each case, to your providing satisfactory evidence thereof and to the enforceability and finality of such forfeiture or reimbursement obligation). The Make Whole Award in respect of vested, unexercised options from your current employer shall be paid in cash within 30 days of the Commencement Date, subject to repayment as described below. All other Make Whole Awards will be subject to vesting in two equal tranches on the first and second anniversaries of the Commencement Date. In the event that the Company terminates your employment without Cause or you terminate your employment for Good Cause, unpaid Make Whole Awards will vest and be distributed to you as soon as practicable following such termination of employment (or, in the case of an award of deferred stock, will be distributed to you at the regularly scheduled distribution date(s) underlying such award) and the Company’s obligation to make Reimbursements shall continue. If you terminate your employment without Good Cause prior to the second anniversary of the Commencement Date, the Make Whole Provisions will in all events be forfeited, terminated and/or repaid. If your employment is terminated by the Company for Cause prior to the second anniversary of the Commencement Date, all Make Whole Awards will in all events be forfeited and/or repaid, the obligation to make Reimbursements shall terminate and, if such Cause involves any of clauses (b), (c), (d), (e), (f), (g) or (i) of the definition of Cause in paragraph 3 above, all previously made Reimbu...
Sample 1
Make-Whole Awards. (A) The Executive shall be granted on the first business day of the month following the commencement of his employment with the Company a deferred cash award in an aggregate amount of $200,000 (the “Make-Whole Cash Award”). The Make-Whole Cash Award shall vest on December 31, 2023, and shall be paid to the Executive as soon as practicable (but in no event later than 30 days) thereafter, subject to Section 3(f)(iii). Notwithstanding the foregoing, if the Executive voluntarily terminates his employment without Good Reason (as defined in Section 3(f)(i)(B)) on or prior to December 31, 2024, the Executive shall be required to repay to PVH the full amount of the Make-Whole Cash Award.
Sample 1
Make-Whole Awards. 6.1 Subject to clause 6.2, as a make-whole on the equity the Employee will forgo at his current employer, upon the Employee joining the Company, AMG will grant the Employee a cash award of $250,000 (which will be paid in GBP based on a spot FX rate to be determined at time of payment, less any required deductions) and a restricted stock unit award under the Company’s equity compensation program, which will have a fair value of $250,000 at the time of grant, which will fully vest upon grant. Additionally, upon joining, the Employee will be awarded a restricted stock unit award with a fair value of $1,000,000 which will vest at a rate of 25% on each of January 1, 2018, January 1, 2019, January 1, 2020 and January 1, 2021. The terms of the equity grants will be documented in award agreements consistent with our equity compensation programs and plans, including confidentiality, non-competition and non-solicitation provisions.
Sample 1
Make-Whole Awards. In order to keep the Executive whole in respect of compensation she is forfeiting at her prior employer, the Company shall, as of the Effective Date, grant the Executive:
Sample 1
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Related to Make-Whole Awards

  • Equity-Based Awards For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2014 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”).

  • 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.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Dividend Equivalents and Adjustments (a) Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows, except that the Committee may specify an alternative treatment from that specified in (i), (ii), or (iii) below for any dividend or distribution:

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

  • Other Equity Awards Except as set forth in Sections 8(a)(iii) and 8(a)(iv), performance share awards and all other equity awards granted to the Executive by the Company which remain outstanding immediately prior to the date of termination of the Executive’s employment, as provided in Section 7(b), shall vest and be settled in accordance with their terms. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(a) except as set forth in Section 12.

  • Other Awards The grant of an Award shall not confer upon the Holder the right to receive any future or other Awards under the Plan, whether or not Awards may be granted to similarly situated Holders, or the right to receive future Awards upon the same terms or conditions as previously granted.

  • Payment of Dividend Equivalents With respect to each of the RSUs covered by this Agreement, Grantee shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per Common Share of any cash dividends declared by the Board on the outstanding Common Shares during the period beginning on the Date of Grant and ending either on the date on which Grantee receives payment for the RSUs pursuant to Section 6 hereof or at the time when the RSUs are forfeited in accordance with Section 5 of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash or Common Shares (as determined by the Committee) as the RSUs for which the dividend equivalents were credited.

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