Stock Grant Clause Samples

Stock Grant. Simultaneously with the consummation of the Combination, 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. 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. (a) On or promptly following the date hereof, the Company shall issue to Executive 29,286 shares of common stock (the "Common Grant Shares") and 792 shares of preferred stock of the Company (the "Preferred Grant Shares," and together with the Common Grant Shares, the "Grant Shares"), subject to (i) the terms of Articles IV and V of the Stockholders' Agreement, dated as of January 28, 1999 and (ii) the provisions of Section 7(b) hereof. (b) 11, 714 of the Common Grant Shares and 317 of the Preferred Grant Shares shall be subject to forfeiture in accordance with the following sentence. Commencing on the first anniversary hereof and on each subsequent anniversary hereof during the Term, so long as Executive remains employed by the Company on such anniversary, the forfeiture restrictions on 2,929 Common Grant Shares and 80 Preferred Grant Shares shall lapse; provided, however, that in the -------- ------- event of a Change of Control (as defined herein) of the Company, the forfeiture restrictions on any of the Grant Shares which are then in existence shall automatically lapse. (c) Executive shall possess all incidents of ownership of the Grant Shares issued hereunder, including the right to receive dividends with respect to such Grant Shares and the right to vote such Grant Shares; provided, -------- however, common stock distributed in connection with a stock split or stock ------- dividend, and other property distributed as a dividend, shall be subject to restrictions and risk of forfeiture to the same extent as the Grant Shares with respect to which such capital stock or other property has been distributed. (d) In the event that the employment of the Executive pursuant to this Agreement is terminated pursuant to Section 14(b), (c), (e) or (f) hereof, for one hundred and twenty days following the applicable Date of Termination, Executive or his heirs may require the Company to repurchase any Grant Shares which are no longer subject to forfeiture for $10 per Common Grant Share and $1000 per Preferred Grant Share. (e) In the event that the employment of the Executive pursuant to this Agreement is terminated pursuant to Section 14(d) or 14(g) hereof, for one hundred and twenty days following the applicable Date of Termination, Executive may require the Company to repurchase up to 17,572 Common Grant Shares and 475 Preferred Grant Shares for $10 per Common Grant Share and $1000 per Preferred Grant Share.

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. 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. Under the prior agreements, and upon the consummation of the public offering of Employer's common stock ("IPO"), Employee has been granted that number of shares of all classes of stock of Employer equal to one percent (1.0%) of the number of shares of all classes of stock of Employer outstanding immediately upon consummation of the IPO. Such shares so granted fully and completely vested on the date of issuance.

Stock Grant. Executive shall receive 50,000 Restricted Stock Units within five (5) days after the signing of this agreement. The restrictions on your shares of Restricted Stock Units will lapse and you will receive the equivalent number of shares of Common Stock on earlier of: (i) The first anniversary of the Award Date: (ii) In the event the Company’s raises $5,000,000 or more in cash in a single transaction through the sale of equity, notes, or any other structure. (iii) a Business Combination; and (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in connection with the transfer of all or substantially all of the assets of the Company to an affiliate or a subsidiary of the Company; provided that you have been continuously employed by the Company (or continuously provided services as a consultant to the Company) from the Award Date through the date of vesting and the lapse of restrictions (the “Vesting Date”). Upon the removal of the restriction, the Company agrees to repurchase the number of common to cover personal income taxes associated with the restriction removal.

Stock Grant. The Company shall grant to Executive on the Operative Date 50,251 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 1,500,000 shares of the Parent 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 100,000 shares of the Company’s common stock December 31, 2008 200,000 shares of the Company’s common stock December 31, 2009 300,000 shares of the Company’s common stock December 31, 2010 400,000 shares of the Company’s common stock December 31, 2011 500,000 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.