Make Whole Grant Clause Samples
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Make Whole Grant. The Company awards the “make-whole” equity grants on the Date of Appointment, or as otherwise expressly provided herein, in order to lessen the forgone equity grants which ▇▇. ▇▇▇▇▇ will forfeit by leaving his current employment. These equity awards are subject to accelerated vesting upon a change in control, termination without cause or termination for good reason, as more specifically described in Sections VIII and IX below. All equity awards described below are made under the Company’s 2005 Omnibus Equity Plan, attached as Exhibit A.
Make Whole Grant. Topco shall grant Executive, as of immediately prior to the commencement of trading of the Company’s common stock following the effectiveness of its Initial Public Offering (such commencement, “the IPO Commencement”), the right to receive 3,742,946 B units in Topco (the “Make-Whole Grant”) subject to the terms and conditions set forth in Exhibit A to this Agreement. In the event that there is a liquidation of Topco, the Company shall issue the Executive restricted stock units (“RSUs”) to replace the Make Whole Grant using the form of agreement attached hereto as Exhibit B, with the number of RSUs to be determined as described in Exhibit A.
Make Whole Grant. The Company shall grant to Executive an award of Restricted Share Units under the Plan, with the number of Company common shares (“shares”) subject to such grant having a grant value of no less than seven million dollars ($7,000,000) (the “Make Whole Grant”). The number of shares subject to the Make Whole Grant shall be calculated by dividing (x) seven million dollars ($7,000,000) by (y) the closing price of a Company share as listed on The Nasdaq Global Select Market on the Make Whole ▇▇▇▇▇’▇ ▇▇▇▇▇ date. The Make Whole ▇▇▇▇▇’▇ ▇▇▇▇▇ date shall be the second (2nd) trading day after the Commencement Date, provided, that, if such grant date is not within the Company’s open trading window period, the Make Whole ▇▇▇▇▇’▇ ▇▇▇▇▇ date shall instead be the second (2nd) trading day after the date of the filing of the next periodic report on Form 10-Q following the Commencement Date. The Make Whole Grant shall vest annually with respect to the shares subject thereto in three substantially equal installments, with the first vesting date occurring on the first anniversary of the Commencement Date, such that one hundred percent (100%) of the shares subject to the Make Whole Grant shall be vested on the three year anniversary of the Commencement Date (the “Final Vesting Date”), subject to Executive’s continued employment with the Company on each applicable vesting date. Notwithstanding the foregoing, upon Executive’s termination of employment with the Company prior to the Final Vesting Date either (i) by the Company without Cause (as defined below) pursuant to Section 3(a)(iv) or (ii) by Executive for Good Reason (as defined below) pursuant to Section 3(a)(vi), subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims and separation agreement in the Company’s customary form, as may be updated from time to time (a “Release”), one hundred percent (100%) of any then- unvested portion of the Make Whole Grant shall become vested. The Make Whole Grant shall be subject to and governed by the terms and conditions of the applicable Restricted Share Unit Grant Notice, Restricted Share Unit Agreement and the Plan to the extent not inconsistent with the terms of this Agreement.
Make Whole Grant