Equity Program. The Executive shall be eligible to participate in equity incentive programs established by the Company from time to time in the future to provide stock options and other equity-based incentives to key employees of the Company. All such stock options and other equity-based incentives shall be awarded in the discretion of the Board pursuant to the terms of the Company’s Amended and Restated 2014 Incentive Compensation Plan and/or such other plans as shall from time to time be established by the Company (the “Equity Plan”).
Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto, with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.
Equity Program. Executive shall receive an award of restricted stock units under the Warner Bros. Discovery, Inc. Stock Incentive Plan or a successor plan (the “Stock Plan”) on the next business day following the Effective Date (the “Promotion RSUs”). The Promotion RSUs shall vest over a period of almost three (3) years, in three (3) substantially equal installments beginning on the first anniversary of the Effective Date, the second anniversary of the Effective Date, and with the third installment vesting on a date no later than the day before the third anniversary of the Effective Date. The Promotion RSUs shall otherwise be subject to the terms and conditions of the Stock Plan and implementing award agreement. In all cases the Promotion RSUs shall vest by the end of the Term of Employment. The number of Promotion RSUs shall be calculated by dividing the target value of Two Million Dollars ($2,000,000) by the closing price of Warner Bros Discovery, Inc. shares on July 14, 2022, rounded up to the nearest whole share. Subject to the approval of the Compensation Committee of the Board of Directors of Warner Bros. Discovery, Inc., which Company shall use good faith efforts to obtain, beginning in 2023 (i.e., the first annual grant shall be made during the normal grant cycle in 2023) and for the balance of the Term of Employment, Executive shall receive an annual equity award under the Stock Plan at an annual target value of Eight Million Five Hundred Thousand Dollars ($8,500,000) during the normal annual grant cycle in accordance with Company’s then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). The equity instruments, terms and conditions, and calculation of number of awards shall be based on Company’s then-standard practices and procedures for awards to Senior Executives. In the award agreements granting the Promotion RSUs and any Annual Equity Grant, Company hereby agrees to provide that if an Approved Transaction, Control Purchase, or Board Change, as such terms are defined in the Stock Plan (each a “Change in Control”), occurs before such equity award has vested and provided that there is an equitable substitution or replacement for the equity award in connection with a Change in Control, the vesting of the equity award shall fully accelerate as a result of the Change in Control only if (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary (as defined in the Stock Plan) terminates Executive’s em...
Equity Program. During the Employment Term, Executive shall be entitled to participate in the Company’s equity program as described on Exhibit A attached hereto and incorporated herein.
Equity Program. Executive will be recommended for equity awards in the first quarter of 2014 as follows:
Equity Program. Executive will be recommended for an award of performance-based restricted stock units (“PRSUs”) under the Discovery Communications, Inc. 2013 Incentive Plan, or a successor plan (the “Stock Plan”), within 60 days after Executive’s execution of this Agreement. The award, which is subject to approval by the Compensation Committee, will be based on a target value of TWO MILLION DOLLARS ($2,000,000), with the number of PRSUs based on the target value divided by the fair market value of a share of Series A common stock of Discovery Communications, Inc. on the trading day prior to the date of grant. The award will be subject to the terms and conditions of the Stock Plan and the implementing award agreement, with 50% vesting on September 1, 2017 and 50% on September 1, 2018 (in both cases assuming satisfaction of the applicable performance metrics and the other terms and conditions of the award). Executive shall be considered for future equity awards in accordance with Company’s standard practices for awards to senior executives.
Equity Program. At Closing under the Purchase Agreement, in addition to any rollover equity issued to the Executive at that Closing (the “Rollover Equity”), Safety Products Holdings, Inc. or its parent company shall issue to Executive 4.25% of its fully diluted equity (the “Incentive Equity”). The Rollover Equity and the Incentive Equity shall be subject to the terms of an agreement to be negotiated by the parties that will be substantially consistent with those terms set forth in the term sheet attached hereto as Exhibit C.
Equity Program. Executive will be recommended for awards of nonqualified stock options (“Stock Options”) and restricted stock units (“RSUs”) under the Discovery Communications, Inc. 2005 Incentive Plan (the “Stock Plan”), during the first 60 days after Executive’s first day of employment. The award shall be subject to approval by the Equity Compensation Subcommittee of the Compensation Committee and made in two tranches: an award of Stock Options with a target value of ONE MILLION DOLLARS ($1,000,000), and an award of RSUs with a target value of ONE MILLION DOLLARS ($1,000,000). The number of units for the RSUs will be calculated by dividing the target value by the closing price of Discovery Series A common stock on the day before the date of grant, and the number of Stock Options using the Black-Scholes value as of the last trading day of the month prior to date of grant. The terms of the grant are subject to the terms of the Stock Plan and implementing award agreements. Beginning in 2013, Executive shall be considered for annual equity awards under the Company’s standard process for similarly-situated senior executives. Notwithstanding the foregoing, in the event that the Company reasonably concludes that Executive has not moved his primary residence to the Washington, DC metropolitan area on or before September 1, 2013, Executive shall not be entitled to be considered for an equity award in 2014.
Equity Program a. The following new Section III(E)(5) is hereby added at the end of Section III(E): “The Compensation Committee has reviewed the appropriate annual equity target for Executive for the annual award to be made in Q1 2019 and has determined that the target value shall be THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000), and Executive shall be recommended for an award of that target value in the annual equity cycle in Q1 2019. The equity instruments, terms and conditions, and calculation of number of units shall be based on Company’s standard practices and procedures for awards to senior executives at Executive’s level. Executive shall be considered for annual equity awards in 2020, 2021 and 2022 under Company’s standard process for similarly-situated senior executives.”
Equity Program. Executive will be recommended for awards of nonqualified stock options (“Stock Options”) and performance based restricted stock units (“PRSUs”) under the Discovery Communications, Inc. 2013 Incentive Plan (the “Stock Plan”), with a total target value of TWO MILLION DOLLARS ($2,000,000). The awards shall be subject to approval by the Compensation Committee and made in two grants: an award of Stock Options with a target value of ONE MILLION DOLLARS ($1,000,000), made within 30 days of Executive’s first day of employment with Company, and an award of PRSUs with a target value of ONE MILLION DOLLARS ($1,000,000), made at the same time as annual grants are made to similarly situated senior executives and in no event later than the 90th day of 2016. The number of units for the PRSUs will be calculated by dividing the target value by the closing price of Discovery Series A common stock on the day before the date of grant, and the number of Stock Options using the Black-Scholes value as of the last trading day of the month prior to date of grant. The terms of the grant are subject to the terms of the Stock Plan and award agreements in the standard forms utilized for similarly situated executives (including vesting schedule, which for the Stock Options will be no less favorable than annual vesting over four years beginning on the date of grant). Beginning in 2017, Executive shall be considered for annual equity awards under Company’s standard process for similarly-situated senior executives.
