Award Eligibility and Limitations Clause Example with 29 Variations from Business Contracts

This page contains Award Eligibility and Limitations clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Award Eligibility and Limitations. Subject to this Article 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 6.2 Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem ...with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in CMI Acquisition, LLC contract

Variations of a "Award Eligibility and Limitations" Clause from Business Contracts

Award Eligibility and Limitations. Eligible Individuals Subject to this Article Section 6, Awards may be made under to any Eligible Individual based on their importance to the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests business of the Company Company, pursuant to the terms of the Plan, so long as (i) the Eligible Individual was not previously an employee or member of the B...oard, or the Eligible Individual is to become employed by the Committee. 6.2 Company or an Affiliate following a bona-fide period of non-employment and non-service; and (ii) the grant of the Award or Awards to the Eligible Individual is an inducement material to the Eligible Individual's entering into employment with the Company (or an Affiliate) in accordance with the requirements of the Inducement Award Rules. 6.2. Successive Awards An eligible person may receive more than one Award, subject to such restrictions as are provided herein. 6.3. Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Awards may be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee Participant to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, tandem or Substitute substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, award, the Board shall have the right to require the surrender of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for an any other award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Shares subject to Section 3.4, the Option Price of an Option Award is equivalent in value to the cash compensation (for example, RSUs or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) Restricted Stock). 6.4. Minimum Vesting Notwithstanding any other provision of the Fair Market Value of a share of Stock on Plan to the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award contrary, Share-based Awards granted pursuant to under the Plan shall be evidenced by an vest no earlier than the first anniversary of the date the Award Agreement, which shall be is granted, excluding, for this purpose, any (i) Substitute Awards and (ii) Shares delivered in such form or forms as lieu of fully vested cash Awards; provided, that, the Committee shall from time Board may grant Share-based Awards without regard to time determine. Award Agreements utilized the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Section 15); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Committee's discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award or otherwise. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in Anika Therapeutics contract
Award Eligibility and Limitations. Subject to this Article 6, Service Providers Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee shall Board may determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined time. 6.2. Successive Awards An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alone, Additional, Tandem..., and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted The Board may grant Awards either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Subsidiary, or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, a Subsidiary, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. any Subsidiary. Such additional, tandem, exchange, and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party Board will have the right to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such the new Award. Subject to Section 3.2, the Board will have the right to make Awards in substitution or exchange for any other award under another plan of the Company, any Subsidiary, or Substitute Award. any business entity to be acquired by the Company or a Subsidiary. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Subsidiary, in which the value of Shares subject to Section 3.4, the Option Price of an Option Award is equivalent in value to the cash compensation (for example, RSUs or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 Restricted Shares). 10 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall will be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall Board will from time to time determine. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award constitutes acceptance of all terms and conditions of the Plan and the notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions terms and conditions but shall will be consistent with the terms and conditions of the Plan. Each Award Agreement evidencing an Award of Options shall will specify whether such Options are intended to be Nonqualified Nonstatutory Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options shall options will be deemed to constitute Nonqualified Nonstatutory Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in Yoshiharu Global Co. contract
Award Eligibility and Limitations. Service Providers Subject to this Article 6, Section 6.1, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee shall may determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined time. 6.2. Successive Awards An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alone, Additional,... Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Awards may be granted either alone or in addition to, in tandem with, with or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, tandem or Substitute substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, award, the Committee shall have the right to require the surrender of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Committee may make Awards in substitution or exchange for an any other award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Shares subject to Section 3.4, the Option Price of Award is equivalent in value to the cash compensation (for example, RSUs or Restricted Stock). Without limiting the foregoing, an Option or Award Agreement may be provided in the SAR Price form of a SAR notice that is a Substitute Award may be less than one hundred percent (100%) provides that acceptance of the Fair Market Value Award constitutes acceptance of a share all terms and conditions of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as and the Committee shall from time to time determine. notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms and conditions of the Plan. 7 8.TERMS AND CONDITIONS OF OPTIONS 8.1. Option Price The Option Price of each Option shall be fixed by the Committee and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a Share. 8.2. Vesting Subject to Section 8.3, each Option shall become exercisable at such times and under such conditions (including performance requirements) as stated in the Award Agreement. 8.3. Term Each Option shall terminate, and all rights to purchase Shares thereunder shall cease 10 years from the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the related Award Agreement evidencing Agreement. 8.4. Limitations on Exercise of Option Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the Stockholders as provided herein or (ii) after the occurrence of an Award event that results in termination of the Option. 8.5. Method of Exercise An Option that is exercisable may be exercised by the Grantee's delivery of a notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time. 8.6. Rights of Holders of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, Unless otherwise provided in the absence applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a Stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him. Except as provided in Section 15 or the related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such specification, issuance. 8.7. Delivery of Stock Certificates Subject to Section 3.6, promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Options Grantee shall be deemed entitled to constitute Nonqualified Stock Options. In the event issuance of any inconsistency between the Plan and an Award Agreement, the provisions a stock certificate or certificates evidencing his or her ownership of the Plan shall control. Shares subject to the Option. View More
Found in Energous Corp contract
Award Eligibility and Limitations. ​6.1. Service Providers. Subject to this Article 6, Section 6.1, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee shall Board may determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined time. 6.2. Successive Awards. An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alon...e, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, may be granted either alone or in addition to, in tandem with, with or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, tandem or Substitute substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, award, the Board shall have the right to require the surrender of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for an any other award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Shares subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that Award is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined equivalent in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant value to the Plan shall be evidenced by an Award Agreement, which shall be in such form cash compensation (for example, RSUs or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. Restricted Stock). View More
Found in LILIS ENERGY, INC. contract
Award Eligibility and Limitations. Subject to this Article Section 6, Awards may be made under the Plan to (a) to: (i) any Service Provider, as the Committee shall determine and designate from time to time, and (b) (ii) any other 10 individual whose participation in the Plan is determined by the Committee to be in the best interests of the Company by the Committee. 6.2 Stand-Alone, Company. 6.2Stand-Alone, Additional, Tandem, Tandem and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretio...n of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an any Affiliate, or any business entity that has been a party to a transaction with be acquired by the Company or an any Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an any Affiliate. Notwithstanding Section 8.1 8.2 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) 100% of the Fair Market Value of a share of Stock Share on the original Grant Date, date of grant; provided that such the Option Price or SAR Price Price, as applicable, is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A 409A. 6.3Outside Director Limit The combined maximum number of Shares and LTIP Units subject to Awards granted during a single calendar year to any Outside Director, taken together with any cash fees paid during the calendar year in respect of the Outside Director's service as a member of the Board (including service as a member or chair of any regular committees of the Board), shall not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for any financial reporting purposes). The Committee may increase this limit to not more than $750,000 for a non-executive chair of the Board or, in extraordinary circumstances, for other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms individual Outside Directors, as the Committee shall from time may determine in its discretion, provided that the Outside Director receiving such additional compensation may not participate in the decision to time determine. award such increased compensation. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in MedAmerica Properties Inc. contract
Award Eligibility and Limitations. Subject to this Article 6, Section 6.1, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee Board shall determine and designate from time to time, and (b) any other individual whose participation time in the Plan is determined its discretion. 6.2.Successive Awards. An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alone, Additional, ...Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Subsidiary, or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, a Subsidiary, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. any Subsidiary. Such additional, tandem, exchange, and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party Board shall have the right to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such the new Award. Subject to Section 3.2, the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Subsidiary, or Substitute Award. any business entity to be acquired by the Company or any Subsidiary. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Subsidiary, in which the value of Stock subject to Section 3.4, the Option Price of Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock). Without limiting the foregoing, an Option or Award Agreement may be provided in the SAR Price form of a SAR notice which provides that is a Substitute Award may be less than one hundred percent (100%) acceptance of the Fair Market Value Award constitutes acceptance of a share all terms of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as and the Committee shall from time to time determine. notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Non-qualified Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options options shall be deemed to constitute Nonqualified Non-qualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in 2 Contracts from ASPEN TECHNOLOGY INC
Award Eligibility and Limitations. Subject to this Article 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 6.2 Limitation on Shares of Stock Subject to Awards and Cash Awards. During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, but subject to ...adjustment as provided in Article 16: The maximum number of shares of Stock that may be granted under the Plan, pursuant to Options or SARs, in a calendar year to any Person eligible for an Award under Section 6.1, other than a non-employee director of the Company, is five hundred thousand (500,000) shares; The maximum number of shares of Stock that may be granted under the Plan, pursuant to Awards other than Options or SARs that are intended to be Qualified Performance-Based Compensation and are Stock-denominated and are either Stock- or cash-settled, in a calendar year to any Person eligible for an Award under Section 6.1 who is a Covered Employee is five hundred thousand (500,000) shares; The maximum number of shares of Stock subject to Awards granted during a single calendar year to any non-employee director, taken together with any cash fees paid to such non-employee director during the calendar year, shall not exceed five hundred thousand dollars ($500,000) in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); and 10 The maximum amount that may be paid as a cash-denominated Performance-Based Award (whether or not cash-settled) that is intended to qualify as Performance-Based Compensation for a Performance Period of twelve (12) months or less to any Person eligible for an Award under Section 6.1 who is a Covered Employee shall be ten million dollars ($10,000,000), and the maximum amount that may be paid as a cash-denominated Performance-Based Award (whether or not cash-settled) that is intended to qualify as Performance-Based Compensation for a Performance Period of greater than twelve (12) months to any Person eligible for an Award under Section 6.1 who is a Covered Employee shall be ten million dollars ($10,000,000) times the number of years in the Performance Period. 6.3 Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Non-qualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Non-qualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in PERNIX THERAPEUTICS HOLDINGS, INC. contract
Award Eligibility and Limitations. Service Providers Subject to this Article Section 6, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee shall Board may determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined time. 6.2. Successive Awards An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alone, Additional..., Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Awards may be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee Participant to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, tandem or Substitute substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, award, the Board shall have the right to require the surrender of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for an any other award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Shares subject to Section 3.4, the Option Price Award is equivalent in value to the cash compensation (for example, RSUs or Restricted Stock). 6.4. Minimum Vesting Notwithstanding any other provision of an Option the Plan to the contrary, Share-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, excluding, for this purpose, any (i) Substitute Awards, (ii) Shares delivered in lieu of fully vested cash Awards, and (iii) Awards to Non-employee Directors that vest on the earlier of the one year anniversary of the date of grant or the SAR Price next annual meeting of a SAR stockholders (provided that is a Substitute Award such vesting period under this clause (iii) may not be less than one hundred 50 weeks after grant; provided, that, the Board may grant Share-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (100%) (5%) of the Fair Market Value of a available share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 reserve authorized for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Section 15); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Committee's discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award or otherwise. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in Anika Therapeutics contract
Award Eligibility and Limitations. 12 Subject to this Article Section 6, Awards may be made under the Plan to (a) (i) any Service Provider, as the Committee shall will determine and designate from time to time, time and (b) (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 6.2 Limitation on Common Shares Subject to Awards and Cash Awards. During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act... and provided that the Company is subject to Code Section 162(m): (a) the maximum number of Common Shares subject to Options or SARs that may be granted under the Plan in a calendar year to any person eligible for an Award under Section 6 is 750,000 Common Shares; (b) the maximum number of Common Shares that may be granted under the Plan other than pursuant to Options or SARs in a calendar year to any person eligible for an Award under Section 6 is 750,000 Common Shares; and (c) the maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of 12 months or less to any person eligible for an Award under Section 6 will be $5 million and the maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of greater than 12 months to any person eligible for an Award under Section 6 will be $7.5 million. The limitations in this Section 6.2 are subject to adjustment as provided in Section 17. 6.3 Stand-Alone, Additional, Tandem, Tandem and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, tandem and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall will require the surrender of such other Award or award under such other plan in consideration for the grant of such substitute or exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) 100% of the Fair Market Value of a share of Stock Common Share on the original Grant Date, Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Share Option and consistent with Code Section 409A for any other Option or SAR. 6.4 Minimum Vesting Requirement Except with respect to a maximum of five percent (5%) of the number of Common Shares available for issuance under the Plan, with respect to Awards made on or after February 23, 2017, (a) any SAR. 14 7. AWARD AGREEMENT Each 13 such Award granted pursuant to (other than Substitute Awards) that vests on the Plan basis of the Grantee's continued Service shall not provide for vesting which is any more rapid than vesting on the one (1) year anniversary of the Grant Date, and (b) any such Award (other than Substitute Awards) that vests upon the attainment of Performance Measures shall provide for a Performance Period of at least twelve (12) months. Notwithstanding the preceding, the Committee may provide for the earlier vesting, exercisability, and/or settlement under any such Award (i) in the event of the Grantee's death or Disability or (ii) in connection with a Change in Control. The foregoing five percent (5%) limit (the "Five Percent (5%) Share Amount") shall be evidenced by an Award Agreement, which shall be in such form or forms as subject to adjustment consistent with the Committee shall from time to time determine. adjustment provisions of Section 17 and the share usage rules of Section 4.3. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions provisions, but shall will be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall an Option will specify whether such Options are the Option is intended to be a Nonqualified Stock Options Share Option or an Incentive Stock Options, Share Option, and, in the absence of such specification, such Options shall the Option will be deemed to constitute Nonqualified Stock Share Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in American Homes 4 Rent contract
Award Eligibility and Limitations. Subject to this Article Section 6, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee Board shall determine and designate from time to time, and (b) any other individual whose participation time in the Plan is determined its discretion. 6.2.Successive Awards. An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 Stand-Alone, such restrictions as are provided herein. 6 6.3.StandAlone, Addi...tional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an any Affiliate, or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party Board shall have the right to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such the new Award. Subject to the requirements of applicable law, the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or Substitute Award. any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Stock subject to Section 3.4, the Option Price of Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock). Without limiting the foregoing, an Option or Award Agreement may be provided in the SAR Price form of a SAR notice which provides that is a Substitute Award may be less than one hundred percent (100%) acceptance of the Fair Market Value Award constitutes acceptance of a share all terms of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as and the Committee shall from time to time determine. notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Found in Voice Life Inc contract