Stock Appreciation Rights and Restricted Stock Sample Clauses

Stock Appreciation Rights and Restricted Stock. In connection with the proposed acquisition of EHHI Holdings, Inc. (“Wildcat”) (the “Proposed Acquisition”) by HealthSouth Corporation (“HealthSouth”), set forth below is a summary (this “Summary”) of the principal terms and conditions upon which certain stockholders of Wildcat will “roll over” a portion of their respective investments in Wildcat into non-voting shares of common stock of a direct wholly-owned subsidiary of HealthSouth (“HHHH”), a wholly-owned subsidiary of which (“Buyer”) will serve as the acquisition vehicle in the Proposed Acquisition, and such stockholders and other members of the management of Wildcat designated by April Anthony will receive grants of stock appreciation rights of HHHH and restricted stock of HealthSouth. This Summary does not constitute either an offer to sell or an offer to purchase any securities. Rollover Shares of Common Stock of HHHH Investors: Current management stockholders of Wildcat (along with their affiliates) identified on Exhibit A hereto (the “Management Investors”) will be offered the opportunity to exchange equity securities of Wildcat for shares of non-voting common stock of HHHH (“HHHH Non-Voting Stock”), in each case, as determined pursuant to the to the Stock Purchase Agreement relating to the Proposed Acquisition and the Rollover Stock Agreement to which this Term Sheet is attached. Such contribution and related transactions will be structured, to the reasonable satisfaction of the Management Investors, as to be properly treated as a transaction governed by Section 351(a) of the Code. The definitive documents will contain customary representations and covenants relating to this treatment. It is expected that, based on the purchase price in the Proposed Acquisition, an aggregate of approximately $[ ] million of equity securities of Wildcat would be exchanged for HHHH Non-Voting Stock, representing approximately percent ( %) of the then outstanding shares of common stock of HHHH. HealthSouth will initially own all of the shares of voting common stock of HHHH (the “HHHH Voting Stock,” and, together with the HHHH Non-Voting Stock, the “HHHH Stock”) (approximately _____ percent ( %) of the then outstanding shares of HHHH Stock).
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Stock Appreciation Rights and Restricted Stock. Units under the Plan The following discussion of the United States federal income tax consequences relating to the Plan is based on present United States federal tax laws and regulations and does not purport to be a complete description of the United States federal income tax laws. Participants may also be subject to certain United States state and local taxes and non-United States taxes, which are not described below. When a nonqualified stock option is granted, there are generally no income tax consequences for the option holder or the Company. When a nonqualified stock option is exercised, in general, the option holder recognizes compensation equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the exercise price. The Company is entitled to a deduction equal to the compensation recognized by the option holder. When a restricted stock unit is granted, there are generally no income tax consequences for the participant or the Company. Upon the payment to the participant of Shares in respect of restricted stock units, the participant recognizes compensation equal to the fair market value of the Shares received. The Company is entitled to a deduction equal to the compensation recognized by the participant. A participant who is granted any other stock-based award will generally recognize, in the year of grant, compensation equal to the fair market value of the cash or other property received. If such other stock-based award is in the form of property that is subject to restrictions, the participant might not recognize compensation until the restrictions lapse, unless the participant makes an election to recognize compensation pursuant to Section 83(b) of the Code. The Company is entitled to a deduction in the same year equal to the compensation recognized by the participant. The Plan as amended is intended to preserve the tax deductibility of certain awards under Section 162(m) of the Code and to comply with tax laws applicable to deferred compensation under Section 409A of the Code. Stock options and other stock-based awards to covered employees, generally employees with compensation in excess of $1,000,000.00, could be eligible to meet the requirements of qualified performance-based compensation and therefore not be subject to the deduction limitation under Section 162(m) of the Code. To the extent any award under the Plan results in the deferral of compensation for purposes of Section 409A of the Code, the Plan h...
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Related to Stock Appreciation Rights and Restricted Stock

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Stock Options and Restricted Stock Units The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him/her are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.

  • Options and Restricted Stock Notwithstanding the terms of any plan, program or arrangement maintained by the Company:

  • Stock Options and Restricted Stock In the event that (a) USPI elects to terminate this Agreement pursuant to Section 5, (b) there is a “Change of Control Event” (as defined below) or (c) USPI terminates Employee without the notice required under Section 5 or without Cause under Section 7, then in each such event, all USPI stock options held by Employee and all restricted stock awards made to him/her by USPI (including issued subject to forfeiture) shall thereupon automatically be amended so as to (i) cause to vest, immediately prior to the date of such Change in Control Event or such termination of employment, all then unvested stock options and restricted stock awards, and (ii) provide Employee 90 days to exercise such options (or such greater period as may be provided by the terms of such options). For purposes of the foregoing, the term “Change of Control Event” shall mean (A) a consolidation or merger of USPI with or into any other corporation (other than a merger which will result in the voting capital stock of USPI outstanding immediately before the effective date of such consolidation or merger being converted into more than 50% of the voting capital stock of the surviving entity outstanding immediately after such consolidation or merger), (B) a sale of all or substantially all of the properties and assets of the Company as an entirety in a single transaction or in a series or related transactions to any other “person” or (C) the acquisition of “beneficial ownership” by any “person” or “group” of voting stock of the Company representing more than 50% of the voting power of all outstanding shares of such voting stock, whether by way of merger of consolidation or otherwise. As used herein, (x) the terms “person” and “group” shall have the meanings set forth in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not applicable, (y) the term “beneficial owner” shall have the meaning set forth in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or upon the occurrence of certain events, and (z) any “person” or “group” will be deemed to beneficially own any voting stock so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the voting stock of a registered holder of such voting stock.

  • Grant of Stock Appreciation Rights Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

  • Grant of Stock Appreciation Right Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Recipient a stock appreciation right covering ______ shares of Common Stock (the "SAR"), effective as of the Grant Date.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Restricted Stock Awards Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and conditions:

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Restricted Stock Shares of restricted stock granted to the Executive by the Company which have not become vested as of the date of termination of the Executive’s employment, as provided in Section 7(b), shall immediately become vested on a pro rata basis upon the Release becoming irrevocable. The number of such additional shares of restricted stock that shall become vested as of the date of the Executive’s termination of employment shall be that number of additional shares that would have become vested through the date of such termination of employment at the rate(s) determined under the vesting schedule applicable to such shares had such vesting schedule provided for the accrual of vesting on a daily basis (based on a 365-day year). The pro rata amount of shares vesting through the date of non-renewal shall be calculated by multiplying the number of unvested shares scheduled to vest in each respective vesting year by the ratio of the number of days from the date of grant through the date of non-renewal, and the number of days from the date of grant through the original vesting date of the respective vesting tranche. Any shares of restricted stock remaining unvested after such pro rata acceleration of vesting shall automatically be reacquired by the Company in accordance with the provisions of the applicable restricted stock agreement, and the Executive shall have no further rights in such unvested portion of the restricted stock. In addition, the Company shall waive any reacquisition or repayment rights for dividends paid on restricted stock prior to Executive’s termination of employment.

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