Options, PSUs and RSUs Sample Clauses
The "Options, PSUs and RSUs" clause defines the terms and conditions under which an individual may be granted equity-based compensation, such as stock options, performance share units (PSUs), and restricted share units (RSUs). This clause typically outlines eligibility, vesting schedules, and the circumstances under which these awards may be exercised or forfeited, such as upon termination of employment or achievement of performance targets. Its core function is to clarify the rights and obligations of both the company and the recipient regarding equity compensation, thereby ensuring transparency and managing expectations around ownership and incentives.
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Options, PSUs and RSUs. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Merck Option, Merck PSU Award, and Merck RSU Award granted under a Merck Stock Program shall be adjusted or converted as set forth in this Section 6.01. This Section 6.01(a) shall not apply to grants made under the Merck Directors’ DCP (or any successor or predecessor plan), and the sole provisions with respect to the adjustment and conversion of those grants are set forth in Section 6.03.
Options, PSUs and RSUs. During the Employment Period you will continue to vest in your options, performance stock units (“PSUs”) and restricted stock units (“RSUs”) in accordance with their terms, as amended from time to time, except as otherwise provided herein. For the avoidance of doubt, your provision of services hereunder through the Termination Date, regardless of role, shall be deemed “Employment” for purposes of the Company’s 2006 Incentive Plan (“2006 LTI Plan”) and any awards granted thereunder. As of your Termination Date (whenever occurring), your outstanding options, PSUs and RSUs will be treated as provided under the terms of the respective award agreement (as amended from time to time) for an involuntary termination other than for Cause, except as otherwise herein provided. You shall not be eligible for “Retirement” treatment under such agreements.
Options, PSUs and RSUs. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Baxter Option, Baxter PSU Award, or Baxter RSU Award granted under a Baxter Stock Program shall be adjusted or converted as set forth in this Section 6.01. This Section 6.01(a) shall not apply to grants (including those Baxter RSU Awards deferred pursuant to the Baxter Directors’ DCP) made under the Baxter Directors’ Plan (or any successor or predecessor plan), and the sole provisions with respect to the adjustment and conversion of those grants are set forth in Section 6.04.
Options, PSUs and RSUs. Your options, PSUs and RSUs to the extent not previously settled, will be treated as provided in the documents and instruments effecting the 409A CIC; provided that if the options, PSUs and RSUs are not assumed by the acquireror survivor in the transaction, your unvested equity shall become fully vested immediately prior to the CIC so that you have an opportunity to exercise any outstanding options and participate in the 409A CIC transaction the same as any common shareholder with respect to your equity.
Options, PSUs and RSUs. During the Employment Period you will continue to vest in your options, performance stock units (“PSUs”) and restricted stock units (“RSUs”) in accordance with their terms, as amended from time to time, except as otherwise provided herein. For the avoidance of doubt, your provision of services hereunder through the Termination Date, regardless of role, shall be deemed “Employment” for purposes of the Company’s 2006 Incentive Plan (“2006 LTI Plan”) and 2014 Omnibus Incentive Plan and any awards granted thereunder. As of your Termination Date (whenever occurring), your outstanding options, PSUs and RSUs will be treated as provided under the terms of the respective award agreement (as amended from time to time) for an involuntary termination other than for Cause, except as otherwise herein provided as follows:
(1) For the March 22, 2012 grants, any unvested options will continue to vest per their normal vesting schedule for two (2) years following the Termination Date; at the end of two (2) years all unvested options will immediately vest. All vested options will remain exercisable for the earlier of four (4) years from the Termination Date or the expiration date; any unvested RSUs will vest immediately on the Termination Date.
(2) For the March 7, 2013 grants, any unvested options will continue to vest per their normal vesting schedule for two (2) years following the Termination Date; at the end of two (2) years all unvested options will immediately vest. All vested options remain exercisable for the earlier of four (4) years from the Termination Date or the expiration date; any unvested RSUs will vest immediately on the Termination Date.
Options, PSUs and RSUs. All your unvested options, PSUs and RSUs, to the extent not previously settled, shall become fully vested immediately prior to the CIC so that you have an opportunity to, in the case of stock options, exercise any outstanding equity and, in the case of all equity, participate in the 409A CIC transaction the same as any common shareholder with respect to your equity. With respect to PSUs, (a) if the 409A CIC occurs prior to the Measurement Date (as defined in the applicable award agreement), the PSUs will immediately vest in full as of the date of such 409A CIC as if 100% of the Target Award (as defined in the applicable award agreement) had been earned in accordance with the terms of such award agreement; (b) if the 409A CIC occurs after the Measurement Date, subject to the Administrator’s (as defined in the applicable award agreement) determination and certification of the achievement of the Performance Targets in accordance with the term of such applicable award agreement, any earned PSUs that are unvested as of the date of such 409A CIC will immediately vest as of such date.