Second Award Sample Clauses

Second Award. Stock Options to purchase 300,000 Shares (the “$10 Performance Options”) will vest in equal, annual installments on each of the first three anniversaries of the Date of Grant, or, if later, on the close of the twentieth consecutive trading day on the New York Stock Exchange on which the closing price of Common Stock is at least $10.00 over $●4 (the “Reference Price”).

Second Award. The Company shall grant Executive upon the execution of this Agreement, a second award of incentive and nonqualified Options under the EIP (it being understood that the Company will grant to Executive the maximum number of incentive stock options permitted under Section 422A of the Internal Revenue Code and the EIP) that is equal to a number of shares of Common Stock, which together with the Prior Grants and the First Award, equates to the following: I. Seven Million Eight Hundred and Ten Thousand Seven Hundred and Forty Eight (7,810,748) shares of Common Stock, which represents six percent (6%) of the Company’s total outstanding shares of Common Stock, reduced by II. The ultimate number of shares of Common Stock award under the First Award (the “Second Award”). The exercise price of the Options with respect to the Second Award shall be valued at one hundred percent (100%) of the Fair Market Value (as defined in the EIP) on the date granted by the Board. The Executive shall make arrangements satisfactory to the Company to pay to the Company the exercise price together with any applicable federal, state or local income and/or employment taxes due by Executive and required to be withheld with respect to the delivery of Common Stock underlying the Options. The number of Options and the vesting schedule with respect to the Second Award are set forth below: Thirty-Three and Three Tenths of One Percent (33.3%) of shares subject to the Second Award, rounded down to the nearest whole share Vest and become exercisable on the Effective Date of this Agreement. Thirty-Three and Three Tenths of One Percent (33.3%) of shares subject to the Second Award, rounded down to the nearest whole share Vest and become exercisable on the first anniversary of the Effective Date of this Agreement. Thirty-Three and Four Tenths of One Percent (33.4%) of shares subject to the Second Award, rounded up, if necessary to the nearest whole share Vest and become exercisable on the second anniversary of the Effective Date of this Agreement. Notwithstanding the foregoing, in the event of the occurrence of a Change in Control (as defined in the EIP), any remaining unvested Options under this paragraph (b) shall become fully vested as of the date of the consummation of a Change in Control; provided, however, notwithstanding the foregoing, for purposes of the Second Award, none of the following shall ever be considered a Change in Control: (A) the closing of a sale of the securities of the Compan...

Second Award. If the Company's ROE for the applicable Bonus Year is 6% or higher, you shall be paid ▇ ▇ash bonus following the end of such Bonus Year as provided in Section III of 37.5% of your annual rate of base salary as in effect at the beginning of the Bonus Year, subject to a reduction in such bonus percentage, in the Committee's sole discretion, based on the level of achievement in the Bonus Year of one or more performance goals to be established by the Compensation Committee prior to the beginning of such Bonus Year; provided, however, the Committee may not reduce the bonus percentage otherwise payable to a lower percentage of your base salary than that indicated by the Minimum Bonus Percentage below for the level achieved. Such goals, when established for such a Bonus Year (which may be after the date of this Agreement), shall be attached to this Agreement as Attachment A and shall be made a part hereof. Level of Minimum Achievement Bonus Percentage ----------- ---------------- Maximum (1.5 x Target) 37.5% Target 25.0% Threshold (0.5 x Target) 12.5% Below Threshold 0% For results between Maximum and Target and between Target and Threshold, the percentage shall be determined by linear interpolation between the two applicable percentages.

Second Award. The second award (the “Second Award”) will be performance-vesting RSUs that cover 250,000 shares of our Common Stock and will be subject to the Company’s standard form of award agreement under the 2006 Plan. The date of grant will be the closing date of the proposed exchange offer, or, if no such offer closes in 2012, the date of grant will be no later than December 31, 2012. The Second Award will vest, subject to your continued service on each vesting date, as follows:

Second Award. The higher of (x) the quotient obtained by dividing $300,000,000 by the number of Diluted LT Common Shares and (y) two times the First Tranche Exercise Price. The LT Options will be governed by the LT Stock Plan and a related agreement and shall each vest in full on the fifth anniversary of the Effective Date. In the event of any conflict or ambiguity between this Agreement and the LT Stock Plan or agreement, this Agreement shall control.