Equity Vesting Benefits means that those outstanding and unvested equity awards that are subject to time-based vesting, held by the Executive as of the Date of Termination and scheduled to vest during the twelve (12) month period following the Date of Termination shall continue to vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable under this provision), subject to Executive’s continued compliance with Section 9 of this Agreement and the Company’s Confidential Information, Invention Assignment, and Arbitration Agreement. In the case of any outstanding and unvested equity awards that are held by the Executive that are subject to performance-based vesting, such awards shall be treated in accordance with the terms of the Incentive Equity Plan and the applicable award agreement.
Equity Vesting Benefits means A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of outstanding equity awards under the 2021 Plan, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, accelerated vesting of outstanding equity awards under the 2021 Plan that would have vested during the 12 month period following such Qualifying Termination had Executive remained continuously employed by the Company (including, in each case, for the avoidance of doubt, outstanding equity awards initially granted under the Company’s 2020 Stock Incentive Plan).
Equity Vesting Benefits mean (A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity-based awards, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ accelerated vesting of unvested equity-based awards. (v) “Change in Control” will mean: (A) during any period of not more than 24 months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director; (B) any “person” (as such term is defined in Section 3(a)(9) of the DocuSign Envelope ID: 479AE161-2189-4F34-B160-BC8FE34694D8
Examples of Equity Vesting Benefits in a sentence
If employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, subject to Section 8(e), the Company will provide to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits and (iv) the Equity Vesting Benefits.
More Definitions of Equity Vesting Benefits
Equity Vesting Benefits mean (A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity-based awards, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ accelerated vesting of unvested equity-based awards. (v) “Change in Control” will mean: (A) during any period of not more than 24 months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director; (B) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur on account of the ownership or acquisition of securities of the Company: (A) by the Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities or (D) pursuant to a Non-Qualifying Transaction (as defined in below); (C) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (directly or indirectly) that requires the approval of the Company’s stockholders, whether for such...
Equity Vesting Benefits mean (A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity based awards, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ accelerated vesting of unvested equity based awards.
Equity Vesting Benefits will be full vesting of all unvested equity or other Long Term Incentive, subject to the approval by the Employer’s Board of Directors For purposes of this Agreement, the Company or Employer will have “Cause” to terminate your employment upon you committing or being found to have committed any of the following: (a) conviction of or plea of no contest to any felony or any crime involving fraud, embezzlement or moral turpitude; DocuSign Envelope ID: AFFF8C13-C5FD-495E-8F13-DD37D375179D
Equity Vesting Benefits mean whether in the case of either a Qualifying or non-Qualifying CIC Termination such additional vesting as the Company’s 2020 Stock Incentive Plan Committee may determine pursuant to the 2020 Equity Incentive Plan, provided that such determination for Executive shall be made in a manner substantially similar to Company’s other executive officers.
Equity Vesting Benefits mean (A) with respect to the Initial RSU Award, full accelerated vesting on the Date of Termination and (B) with respect to all other awards outstanding under the LTI Plans, treatment in accordance with the terms of this Agreement and the applicable plan and award agreement, provided that such awards will vest upon a Qualifying CIC Termination (with performance-based awards earned based on assumed achievement of the greater of target performance or actual performance). In the event of a Qualifying Non-CIC Termination, Equity Vesting Benefits mean, with respect to time-vesting awards, full vesting of any such unvested units on the Date of Termination.
Equity Vesting Benefits mean (A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity or other Long Term Incentive Awards, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ accelerated vesting of unvested equity or other Long Term Incentive Awards. (v) “Change in Control” will mean: (A) during any period of not more than 24 months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or
Equity Vesting Benefits mean: (A) If such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity or other Long Term Incentive Awards that vest over time, plus, in the case of unvested equity or other Long Term Incentive Awards that contain performance-based vesting, vesting of all such unvested equity and Long Term Incentive Awards, or (B) If such Qualifying Termination is not a Qualifying CIC Termination, full vesting of all unvested equity or other Long Term Incentive Awards or other Long Term Incentive Awards that vest over time, plus, in the case of unvested equity or other Long Term Incentive Awards that contain performance-based vesting, vesting of a pro rata portion of such unvested equity and Long Term Incentive Awards based on Executive’s performance attainment measured against such target(s) as have been determined and approved by the Board or a committee thereof in consultation with the Board. Other than the above amendments, the Employment Agreement remains in full force and effect. The parties have signed this Amendment as of the date of the latter signature below. HYZON MOTORS USA INC. By: _______________________ Title: ______________________ Date: ______________________ XXXXXX XXXXX _______________________ Title: ______________________ Date: ______________________ DocuSign Envelope ID: 13A49750-C782-4276-8C0B-6C4E37E074DC 6/27/2023 Chief Legal Officer CEO 6/27/2023