Stock-Based Awards. The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).
Stock-Based Awards. The Company has established the 2004 Stock Incentive Plan ("Stock Incentive Plan"). Subject to the terms and conditions of the Stock Incentive Plan, the Executive shall be eligible to participate in the Stock Incentive Plan, and shall be eligible to receive annual stock option and/or restricted stock awards under the Stock Incentive Plan. The Compensation Committee shall approve any such awards made to the Executive pursuant to the Stock Incentive Plan.
Stock-Based Awards. (a) 2002 EQUITY INCENTIVE PLAN OPTION GRANTS. The Company shall establish and maintain the 2002 Equity Incentive Plan ("Equity Incentive Plan"). The Company agrees that, on the closing of the 144A Offering, Executive will receive an initial grant of options (the "Initial Grant Options") to purchase 120,000 common shares of beneficial ownership of the Company, par value $.001 ("Common Shares"). The Initial Grant Options will have a term of ten (10) years and will vest and become exercisable with respect to 25% of the underlying Common Shares on the one-year anniversary of the date of grant and 6.25% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested in the Initial Grant Options upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his death, (iv) his becoming Permanently Disabled (as defined herein), or (v) subject to Compensation Committee approval, the Company's failure to renew this Agreement. Executive will forfeit all vested and unvested Initial Grant Options if he is terminated at any time for Cause, and will forfeit all unvested Initial Grant Options if he voluntarily terminates his employment with the Company for any reason. The exercise price of the Initial Grant Options shall be $10 per share, except to the extent otherwise required for the Initial Grant Options to be treated as ISO's (as defined below). Executive shall be eligible to receive future option grants as determined by the President, subject to review and approval by the Compensation Committee. The Initial Grant Options will meet the qualifications of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code" and "ISO" respectively) to the fullest extent possible and thereafter, they will be treated as stock options that do not meet the terms of Code Section 422 ("NQSO").
Stock-Based Awards. All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.
Stock-Based Awards. Executive shall be eligible to receive grants of stock options, performance units, stock appreciation rights, restricted stock, deferred shares, and other stock-based awards in accordance with the provisions of any stock-based award or long-term incentive plan (“Plan”) ITG may adopt or amend or supersede from time to time. The terms of such grants shall be determined by the Board of Directors (or its designee as provided in the Plan or as appointed by the Board of Directors) in accordance with the Plan, provided, however, that notwithstanding any provision of the Plan to the contrary, in the event of any termination of Executive’s employment for any reason other than for Cause pursuant to Section 9.3, or for termination of employment for other than Good Reason pursuant to Section 9.5, any stock-based award granted to Executive prior to such Termination Date shall immediately vest and be exercisable by or issued to the Executive under the Plan.
Stock-Based Awards. In the event of a Termination as set forth in paragraph 5 above, the restrictions on any outstanding stock-based awards (including, without limitation, nonqualified stock options, incentive stock options and restricted stock) granted to Executive under any incentive plan or arrangement shall lapse and such stock-based awards shall become 100% vested, and all stock options and stock appreciation rights granted to Executive shall become immediately exercisable. Notwithstanding anything to the contrary in the Executive’s stock option agreements with the Company, all such stock options shall be exercisable for a period of twelve (12) months after the date of Termination (but in no event beyond the expiration date applicable to such stock options)
Stock-Based Awards. The Parent has established the 2004 Stock Incentive Plan ("Stock Incentive Plan") for the benefit of the employees of the Parent and its subsidiaries. Subject to the terms and conditions of the Stock Incentive Plan, the Executive shall be eligible to participate in the Stock Incentive Plan, and shall be eligible to receive annual stock option and/or restricted stock awards under the Stock Incentive Plan. The Compensation Committee shall approve any such awards made to the Executive pursuant to the Stock Incentive Plan.
Stock-Based Awards. (a) Each valid option to purchase shares of Sunshine Common Stock (each, a “Sunshine Stock Option”), outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become fully vested and be converted into an option to purchase that number of shares of CenterState Common Stock as shall equal the product obtained by multiplying the Merger Consideration (the “Option Exchange Ratio”) by that number of shares of Sunshine Common Stock which such option entitled the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the Sunshine Stock Option by the Option Exchange Ratio (rounded to the nearest cent); provided however, that in the event that the Merger Consideration is modified as a result of the application of Section 2.09, then the Option Exchange Ratio shall be appropriately adjusted in order to reflect the impact of such modification to the Merger Consideration. Except with respect to the adjustment described in the preceding sentence, each Sunshine Stock Option shall remain in effect in accordance with its terms, including with respect to vesting and termination.
Stock-Based Awards. The Executive shall receive such stock option, restricted stock and other equity-based compensation awards each year as determined by the Human Resources & Compensation Committee of the Board of Directors in its sole discretion.
Stock-Based Awards. The REIT has established the 2004 Equity Incentive Plan ("Equity Incentive Plan") which provides for the grants of options to acquire shares of the Company's $.001 par value common stock (the "Common Shares"), awards of restricted Common Shares and awards of stock appreciation rights and performance units. The Company has reserved for issuance to the Company's executive officers and other employees two and six-tenths percent (2.6%) of the outstanding Common Shares on a fully-diluted basis for awards of restricted Common Shares ("Restricted Share Grants"). The Executive shall be eligible to receive Restricted Share Grants as approved by the Compensation Committee, and if the Compensation Committee approves Restricted Share Grants to executives of the Company, then, as appropriate in the context, the Executive will receive Restricted Share Grants consistent with, and appropriate in respect of, his position as Executive Vice President, General Counsel and Secretary. Restricted Share Grants awarded to the Executive shall be subject to vesting at the rate of 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change of Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) his death, or (v) his becoming Permanently Disabled (as defined herein). The Executive will forfeit all unvested Restricted Share Grants if he is terminated for Cause or he terminates for other than Good Reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.
