Annualized Short Term Incentive at Target:
$450,000 (75% of base salary) (prorated from start date and paid based on 100% attainment for 2018, and then in subsequent years subject to attainment of performance targets determined by the Board in its sole discretion). The award will be subject to the terms and conditions of the incentive plan.
Initial grant valued at $1,950,000 on the first date of employment or soon thereafter, (80% in time-based restricted stock units and 20% in stock appreciation rights (SARs)), with annual continuing awards in the sole discretion of and subject to Board approval. The initial grant of restricted stock units will vest with respect to 1/3rd of the restricted stock units on each of the first three anniversaries of the grant date, and the initial grant of SARs will vest with respect to 1/4th of the shares subject to the award on each of the first four anniversaries of the grant date, in each case, subject to the Executive's continued employment on each applicable vesting date.
In the event (i) the Company terminates Executive's employment other than for Cause (as defined below), including upon mutual agreement; (ii) the Executive resigns for Good Reason (as defined below) or (iii) the Executive's employment with the Company is terminated for any reason other than Cause (including the Executive's resignation) following the third anniversary of his employment commencement date, any then-outstanding stock option, SAR, RSU and PSU awards will continue to vest in accordance with their terms, and the Executive shall be permitted to exercise any outstanding stock options or SARs until the expiration date of such award.
To the extent necessary to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no RSUs will be settled for six months following the termination date. Award agreement will include 6-month delay language consistent with Section 409A.
The Executive's right to continued vesting of equity awards following termination, as set forth above, is conditioned on the Executive's execution and non-revocation of a release in a form satisfactory to the Company, as well as continued compliance with