Performance Threshold. On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $5 billion (a “Performance Date”), the CFO shall be granted a number of RSUs equal to (a) $1,620,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $7.5 billion (also a “Performance Date”), the CFO shall receive a number RSUs equal to (a) $810,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $10 billion (also a “Performance Date”), the CFO shall receive a number RSUs equal to (a) $810,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. Performance-Based Award Grant Date As soon as practicable following achievement of the applicable Performance Date. Vesting Schedule • If a Performance-Based Equity Award is granted prior to the first anniversary of the Start Date (the “First Anniversary”), such award shall fully vest on the earlier to occur of (i) the First Anniversary and (ii) the effective date of a change in control, subject, in either case, to the CFO’s continued employment in good standing by the Company through the vesting date. • If a Performance-Based Equity Award is granted on or after the First Anniversary, such award shall be fully vested on the grant date. Alternative Award Vehicles In the event the transactions contemplated by the Merger Agreement are not consummated for any reason (or in the event the Merger Agreement is terminated in accordance with its terms), subject to approval by the then-current Board, the Company shall arrange for the grant of alternative equity or equity-based awards (such as option awards or RSU awards with a liquidity event requirement) to the CFO in lieu of the Time-Based Equity Award and the Performance- Based Equity Awards, with such alternative award vehicles (a) providing equivalent Total Equity Award Value and (b) subject to substantially similar terms and conditions as the Time-Based Equity Award and the Performance-Based Equity Awards.
Appears in 1 contract
Sources: Employment Agreement (Grindr Inc.)
Performance Threshold. On the first occasion (if any) during the CFO’s CEOs employment that the Average Grindr Market Cap exceeds $5 billion (a “Performance Date”), the CFO CEO shall be granted a number of fully vested RSUs equal to (a) $1,620,000 20 million divided by (b) the average VWAP for the 90 trading days preceding such the Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CFO’s employment that the Average Grindr Market Cap exceeds $7.5 billion (also a “Performance Date”), the CFO shall receive a number RSUs equal to (a) $810,000 divided by (b) the average VWAP for the 90 trading days preceding such Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CFO’s CEOs employment that the Average Grindr Market Cap exceeds $10 billion (also a “Performance Date”), the CFO CEO shall receive a number of fully vested RSUs equal to (a) $810,000 30 million divided by (b) the average VWAP for the 90 trading days preceding such the Performance Date, with such number of RSUs rounded down to the nearest whole unit. Performance-Based Performance Award Grant Date As soon as practicable following achievement of the applicable Performance Date. Vesting Schedule Award Vehicle The KPI Awards will be granted as a mix of RSUs and cash. KPIs • If a Performance-Based Equity Award is granted prior to the first anniversary of the Start Date (the “First Anniversary”), such award shall fully vest on the earlier to occur of (i) the First Anniversary and (ii) the effective date of a change in control, subject, in either case, to the CFO’s continued employment in good standing by the Company through the vesting date. • If a Performance-Based Equity Award is granted on or after the First Anniversary, such award shall be fully vested on the grant date. Alternative Award Vehicles In the event the transactions contemplated by the Merger Agreement are not consummated for any reason The Board (or in the event the Merger Agreement is terminated in accordance with its terms)a committee thereof) and CEO shall agree upon, subject and reduce to approval by the then-current Boardwriting, the Company shall arrange for the grant of alternative equity or equity-based awards (such as option awards or RSU awards with a liquidity event requirement) to the CFO in lieu of the Time-Based Equity Award and the Performance- Based Equity Awards, with such alternative award vehicles annual key performance indicators (a) providing equivalent Total Equity Award Value as soon as practicable after commencement of employment; and (b) subject annually thereafter, as soon as practicable after the start of each calendar year and in no event later than the end of the first quarter of the applicable calendar year. • Absent such written agreement on KPIs, the KPIs shall be determined by the Board (or a committee thereof) in its sole and absolute discretion. The Board shall use its best efforts to substantially similar terms determine such KPIs no later than the end of the first quarter of the applicable calendar year. Satisfaction of KPIs Whether or not the KPIs for a given year have been satisfied shall be determined by the Board, or a committee thereof, in its or their sole and conditions absolute discretion no later than 90 days after the end of the applicable year. KPI Awards In the event that the Board determines the KPIs for a given year have been satisfied, the CEO shall be entitled to a grant of fully-vested RSUs with a value ranging from $1,500,000 to $3,000,000 (such amount within that range as determined by the Time-Based Equity Award Board, or a committee thereof, in its or their sole and absolute discretion), which award shall be granted no later than 120 days after the Performance-Based Equity Awards.end of such year in which
Appears in 1 contract
Sources: Employment Agreement (Grindr Inc.)