Stock Grant. Subject to the terms of the Plan, a copy of which has been provided to the Employee and is incorporated herein by reference, the Company grants to the Employee _________ shares of the common stock of the Company, subject to the terms and conditions and restrictions set forth below. If at any time while this Agreement is in effect (or shares of common stock granted hereunder shall be or remain unvested while Employee’s employment continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such shares, then the Committee shall make any adjustments it deems fair and appropriate (in view of such change) in the number of shares of common stock then subject to this Agreement. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.
Stock Grant. Simultaneously with the consummation of the IPO, Employee will be granted that number of shares of all classes of stock of the Holding Company equal to one percent (1.0%) of the number of shares of all classes of stock of the Holding Company outstanding immediately upon consummation of the IPO. Such shares so granted shall fully and completely vest on the date of issuance.
Stock Grant. (a) Subject to the terms and conditions of this Agreement, within [***] ([***]) days of the execution of this Agreement, Licensee will issue to COH and/or such reasonable number of designees as COH may specify (provided that each such designee has: (i) demonstrated to the reasonable satisfaction of Licensee that it is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933 (the “Act”), (ii) represented to Licensee that it is acquiring the shares for investment purposes only, and (iii) acknowledged that the shares to be received are restricted securities under the Act (each such designee, an “Accredited Designee,” and together with COH, the “COH Stockholders”)), 814,905 validly issued, fully-paid, non-assessable shares of Common Stock and shall deliver to the applicable COH Stockholders stock certificates evidencing such shares. At the closing of each Qualified Financing that occurs prior to, or that causes, the achievement of the Qualified Financing Protection Ceiling, Licensee will issue to COH and/or such reasonable number of Accredited Designees as COH may specify, a number of shares of validly issued, fully-paid, non-assessable shares of Common Stock that is determined such that upon the completion of such issuance, COH and its designees will hold [***] of the total number of shares of Qualifying Stock, calculated as of immediately after the closing of such Qualified Financing (the “Measurement Date”); provided, that, if a financing causes the achievement of the Qualified Financing Protection Ceiling, only the portion of such financing as would cause the achievement of the Qualified Financing Protection Ceiling shall be deemed a “Qualified Financing” for EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. purposes of calculating the number of additional shares of Common Stock issuable to COH pursuant to this sentence, and COH shall not be entitled to any additional shares of Common Stock as a result of any proceeds to the Company in a Qualified Financing exceeding the Qualified Financing Protection Ceiling. Promptly after the applicable Measurement Date, Licensee will deliver to the applicable COH Stockholders (i) certificates representing the shares of Common Stock to be issued in accordance with the foregoing, and (ii) a certificate, execut...
Stock Grant. (a) On the Transition Date, the Company shall issue and deliver to Franxx 000,000 Shares (the "Restricted Shares") as additional compensation for services rendered under this Agreement. The grant of the Restricted Shares in accordance with this paragraph (a) (the "New Stock Grant") shall be in lieu of, and not in addition to, the stock grants described in Section 3.2(a)(3) of the 1994 Agreement.
(b) Except as expressly set forth below in this Section 3.2, (i) the New Stock Grant shall be irrevocable and unconditional and (ii) none of the Restricted Shares shall be subject to forfeiture or surrender for any reason.
(c) Franxx xxxl not sell, transfer or otherwise dispose of any of the Restricted Shares other than by will or by laws of descent and distribution; provided, however, that the foregoing restriction (the "Transfer Restriction") shall lapse with respect to any Restricted Shares which are no longer subject to forfeiture by Franxx xxxsuant to paragraph (d) below and, provided further, that the Transfer Restriction shall automatically lapse in full (i) upon the occurrence of a Change in Control, (ii) in the event of Franxx'x xxxth or (iii) in the event Franxx'x xxxloyment is terminated by Franxx xxx Good Reason or on account of Disability or by the Company for any reason other than Misconduct on account of the conviction of Franxx xxx a felony.
(d) In the event Franxx'x xxxloyment is terminated by Franxx xxxsuant to Section 4.1 other than for Good Reason or by the Company pursuant to Section 4.2 for Misconduct, then -8- 9 Franxx xxxll forfeit and be obligated, for no consideration, to surrender to the Company that number of Restricted Shares determined by multiplying 108,000 by a fraction the numerator of which shall be the number of whole calendar months within the period beginning on the Termination Date and ending on the Expiration Date and the denominator of which shall be 36.
(e) The New Stock Grant shall be made pursuant to the Incentive Plan and shall become vested when the Transfer Restriction has lapsed with respect thereto.
(f) Certificates evidencing the Restricted Shares will be issued by the Company in Franxx'x xxxe. The Company may cause such certificates to bear a legend setting forth or incorporating the Transfer Restriction, and the Company may cause such certificates to be delivered upon issuance to the Secretary of the Company (or such other depositary as may be designated by the committee which administers the Incentive Plan) as a d...
Stock Grant. Subject to the terms and conditions of the Plan and as set forth herein, the Company hereby grants to the Participant, as of date hereof, the number of interests contained in the Stock Grant (the “Award”), as indicated in the Notice of Grant. MN Group will issue supporting units on a one-for-one basis to the Company for each Award hereunder, either at the time of vesting for RSUs or at the time of grant for RSSs. Upon termination of an Award, any such issued units to MNI shall be forfeited back to MN Group to the extent unvested.
Stock Grant. Promptly following execution and delivery of this Agreement and completion of all applicable registration and listing requirements, and upon Executive's payment to the Parent of the $.01 per share par value thereof, the Parent shall issue to the Executive 12,500 shares of Stock. Unless registered pursuant to applicable federal and state securities laws, such Stock shall bear a customary legend restricting transferability.
Stock Grant. The Company shall grant to Executive on the Operative Date 83,752 shares of common stock (the "Signing Bonus Shares"). The Signing Bonus Shares shall be fully vested on the Operative Date, but may not be transferred until the earlier of (i) the first anniversary of the Operative Date and (ii) Executive's termination of employment. The Company shall make a cash payment to Executive within 10 business days of the Operative Date in an amount such that after payment of all federal, state or local taxes on such amount (based upon the highest applicable marginal rate for Connecticut residents performing services in that state and net of the maximum reduction in federal income taxes attributable to the deduction of such state and local taxes), Executive is left with an amount equal to (i) the aggregate federal, state and local taxes on the Signing Bonus Shares less (ii) an amount equal to the product of (A) 15% plus the highest marginal long-term capital gains rate in Connecticut for residents performing services in that state times (B) the difference between the closing price of common stock on the Operative Date over $11.94 times (C) the number of Signing Bonus Shares (such amount in clause (ii), the "Signing Bonus Shares Capital Gains Amount"). In the event that the federal, state and local taxes (net of any reduction in federal income taxes attributable to the deduction of such state and local taxes) actually paid by Executive in excess of the Signing Bonus Shares Capital Gains Amount resulting from any payment under this Section 4(c)(i) exceed the amount paid to him by the Company in accordance with the third sentence of this Section 4(c)(i) at the time of the grant, the Company shall make an additional payment to the Executive such that Executive is left with an amount, together with the amount paid to him in accordance with the third sentence of this Section 4(c)(i), equal to the aggregate federal, state and local taxes actually paid by the Executive as a result of the receipt of the Signing Bonus Shares, less the Signing Bonus Shares Capital Gains Amount. In the event that the federal, state and local taxes (net of any reduction in federal income taxes attributable to the deduction of such state and local taxes) actually paid by Executive in excess of the Signing Bonus Shares Capital Gains Amount resulting from any payment under this Section 4(c)(i) are less than the amount paid to him by the Company in accordance with the third sentence of this Section 4...
Stock Grant. Upon the commencement of my employment under this Agreement, I will be entitled to a stock grant (“Grant”) of 2,000,000 shares of the Company’s common stock; certain percentage of the Grant shall vest and become exercisable according to the following table if I remain employed by the Company and its subsidiaries through the vesting date. Vesting date Stock grant December 31, 2007 200,000 shares of the Company’s common stock December 31, 2008 300,000 shares of the Company’s common stock December 31, 2009 400,000 shares of the Company’s common stock December 31, 2010 500,000 shares of the Company’s common stock December 31, 2011 600,000 shares of the Company’s common stock The Grant shall be subject to all terms of the Parent Company’s 2007 stock option/stock issuance plan or any future stock option/stock issuance plan under which it was issued.
Stock Grant. Employee is entitled to receive shares as additional compensation as the Board of Directors may from time to time grant. Any and all non-vested shares to which Employee which may be granted under any Employer plan shall become vested immediately prior to a Change of Control. For purposes of this Agreement, "Change of Control" shall mean any of the following: (i) a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of voting securities of the Company entitled to exercise more than 30% of the total voting power of all outstanding voting securities of the Company (calculated in accordance with Rule 13d-3 under the Exchange Act); (ii) the consummation of any merger, consolidation, business combination or similar transaction involving the Company that results in the beneficial owner's voting securities of the Company immediately prior to such consummation owning in the aggregate, directly or indirectly, voting securities representing less than 50% of the voting securities of the surviving entity outstanding immediately following such consummation; or (iii) the sale of all or substantially all of the assets of the Company, or any liquidation, dissolution or bankruptcy of the Company..
Stock Grant. The Executive will continue to be eligible for participation in the stock incentive plan of Net 1 under the terms of the Amended and Restated Stock Incentive Plan of Net 1 UEPS Technologies, Inc. (the “Stock Incentive Plan”).