Initial Grants Clause Samples

Initial Grants. At the first meeting of the Board following the Effective Date, it will be recommended that Executive be granted 129,500 restricted stock units, 129,500 performance-based restricted stock units and 140,000 stock options (the “Initial Awards”). Each Initial Award will vest as to 1/4th of the shares subject to the award on the one year anniversary of the vesting commencement date and 1/16th of the shares subject to the award on a quarterly basis thereafter, subject to Executive’s continued service through each vesting date. The Initial Award of performance-based restricted stock units also will be subject to vesting based on achievement of Company performance objectives to be determined by the Company. The Initial Awards will be subject to the terms, definitions and provisions of the Company’s 2020 Equity Incentive Plan (the “Equity Plan”) and form of award agreement thereunder. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇.▇▇▇.▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Initial Grants. As of the Commencement Date, Employee shall receive a one-time initial equity grant, which will be at a Black-Scholes value of approximately $1,400,000, divided approximately sixty percent (60%) in stock options, and forty percent (40%) in shares of restricted stock, in each case covering Purchaser common stock (which allocation of stock options and restricted stock will be conclusively determined by the Compensation Committee of Purchaser) pursuant to Purchaser’s 2004 Equity Plan (the “2004 Plan”) or any successor equity compensation plan as may be in place from time to time. Such stock options will have a per share exercise price equal to the fair market value of Purchaser common stock as of the date of grant. Subject to Employee’s continued employment with the Employer, the stock options shall vest in four equal annual installments, commencing as of the Commencement Date; and the restricted stock award shall vest in full on the third anniversary of the Commencement Date. Except as otherwise provided in this Agreement, the stock options and restricted stock awards shall be subject to the terms and conditions of the form stock option and restricted stock award agreements approved by the Compensation Committee of Purchaser.

Initial Grants. To the extent that you have been issued an Option and/or RSU pursuant to the Offer Letter (“Initial Grants”), the provisions of the Offer Letter and your individual Option and/or Restricted Stock Unit Award Agreement relating to such the Initial Grants shall remain in full force and effect without modification by this Amendment #1. This includes, without limitation, those provisions in the Offer Letter and your individual Option and/or Restricted Stock Unit Award Agreement relating to the vesting and acceleration upon change of control of the Initial Grants. Nothing in this Amendment #1 will be construed to modify the provisions of the 2006 New Recruit Equity Incentive Plan (the “2006 Plan”) and your individual Option and/or Restricted Stock Unit Award Agreement, which govern the Initial Grants.

Initial Grants. The Compensation Committee of the Board, which administers the Company's current Stock Option Plan (the "Plan"), has awarded Executive, as of the Employment Commencement Date, a non-qualified stock option (the "Initial Stock Option") under the Company's Plan to purchase a total of 400,000 shares of Company's common stock (the "Common Stock"), with a per share exercise price (the "Exercise Price") equal to 100% of the fair market value of the Company's Common Stock as of the Employment Commencement Date (which shall be the issuance date of the Initial Stock Option). The Initial Stock Option is for a term of 10 years and shall vest 20% on the date of its issuance and an additional 20% on each January 1 thereafter, until fully vested. The other terms and conditions of the Initial Stock Option are set forth in the standard form of option agreement that is attached to this Agreement as Exhibit A, except to the extent that any provision of this Agreement shall specifically modify such standard form of agreement, in which case this Agreement shall be controlling.

Initial Grants. Each individual who first becomes an Outside Director after the Effective Date shall at that time receive a one-time grant of that number of Restricted Shares equal to the quotient obtained by dividing 120,000 by the closing price of the Common Shares reported in The Wall Street Journal with respect to the date such Outside Director first joins the Board as an Outside Director (or the first trading date immediately preceding such date if such date is not a trading day). Restricted Shares granted under this Section 7.1 shall be granted on the date when such Outside Director first joins the Board as an Outside Director. Restricted Shares granted under this Section 7.1 will vest in full upon the earlier of the six-month anniversary of the date of grant, a Change in Control of the Company, or the death or Disability of the Outside Director.

Initial Grants. As soon as practicable (but in no event later than five business days) after the Effective Date, the Committee will award 506,650 Option Rights and 506,650 Restricted Shares (together, the “Initial Grant”), which Initial Grant will be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement and Restricted Share Agreement to be entered into in the form of Exhibit A and Exhibit B, respectively; provided, that, in the event that the Company’s stockholders shall fail to approve the amendment to the MOP as set forth in Exhibit A (“Amendment”) or fail to adopt a plan authorizing the issuance of restricted shares as set forth in Exhibit B (“Restricted Share Plan”) prior to the earlier of a Change of Control or the Amendment Approval Date, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for, the Initial Grant relating to the amendment or plan which was not approved or adopted shall be void ab initio and of no further force and effect. Failure to obtain such stockholder approval for either the Amendment or adoption the Restricted Share Plan by the earlier of a Change of Control or the Amendment Approval Date shall be a breach of this Section 4(c) and Exhibits A and B, entitling the Executive to terminate his employment for Good Reason.

Initial Grants. On the Commencement Date, the Company shall grant to Executive, subject to the terms of the Company’s 2005 Management Stock Ownership Program (“Stock Ownership Program”), an Option to purchase 250,000 Common Shares (the “Initial Option”) and 50,000 Restricted Stock Units (the “Initial RSUs”).

Initial Grants. (a) In connection with the commencement of the Executive's employment, the Company will grant, effective on the Employment Date, to the Executive in accordance with the terms of the Stock Plan: (i) Eight Million Seven Hundred Thousand ($8,700,000) Dollars in face value on the effective date of the grant of restricted AXA Group ADRs which shall vest at the rate of one-third per year over three (3) years, with the first one-third to vest on the first anniversary of the Employment Date, (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), in which case such vesting shall accelerate to the date of such termination). The number of restricted AXA Group ADRs granted to the Executive pursuant to this Section 7(a)(i) shall be calculated by dividing $8,700,000 by the closing price on the Employment Date for an AXA Group ADR as reported on the composite transaction tape of the New York Stock Exchange (as reported in the Wall Street Journal or, if not reported thereby, any other authoritative source chosen by the Committee) (the "Fair Market Value"). The Executive shall be entitled to receive all dividends and other distributions paid with respect to the restricted AXA Group ADRs granted pursuant to this Section 7(a)(i), provided that if any such dividends or distributions are paid in AXA Group ADRs, such AXA Group ADRs shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to the restricted AXA Group ADRs with respect to which they were paid. (ii) Four Million Six Hundred Thousand ($4,600,000) Dollars in present value on the effective date of the grant of options to purchase AXA Group ADRs which shall vest at the rate of one-third per year over three (3) years, with the first one-third to vest on the first anniversary of the Employment Date, (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), in which case such vesting shall accelerate to the date of such termination). The number of options granted pursuant to this Section 7(a)(ii) shall be calculated by dividing (x) $4,600,000 by (y) the product of 42% multiplied by the Fair Market Value on the Employment Date; all such options shall have an exercise price equal to the Fair Market Value on the Employment Date and a term of ten (10) years from th...

Initial Grants. As of the close of business on the date of the Executive’s first day of employment with the Company, the Company’s Compensation Committee shall grant Executive a non-statutory stock option (the “Initial Option ”) to purchase 650,000 shares of the Company’s common stock as defined in the Plan referenced in the immediately following sentence (the “Common Stock”) at an exercise price of $11.00 per share. Executive’s right to purchase shares of Common Stock under the Initial Option shall vest over the initial three years, as follows: the right to purchase 33.333% of such shares of Common Stock shall vest on the first anniversary of the Effective Date and the balance shall vest in 24 equal monthly installments thereafter. The Initial Option will be granted pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”) and will be subject to the terms and conditions of the Plan in effect as of the grant date and the related stock option agreements. The exercise price for all future stock options granted under the Plan shall be equal to either the then trading price of the Common Stock or the most recent appraisal done for Section 409A compliance process prior to the date of each such grant (which appraisals having been completed within the 12-month period preceding each such grant date). Furthermore, as of the close of business on the date of the Executive’s first day of employment with the Company, the Company’s Compensation Committee shall grant Executive a restricted stock unit award (the “Initial Restricted Stock Unit Award”) with respect to 500,000 shares of the Company’s Common Stock (which number of shares of the Company’s Common Stock shall be adjusted from time to time to take into account any stock dividends, forward stock splits and reverse stock splits) which shall vest over the initial three year Term of this Agreement, as follows: the right to purchase 33.333% of such shares of Common Stock shall vest on March 15, 2020, 33.333% of such shares of Common Stock shall vest on March 15, 2021, 33.334% of such shares of Common Stock shall vest on March 15, 2022. The Initial Restricted Stock Unit Award is subject to the terms and conditions set forth in the Plan and the related stock unit award agreement (the “Award Plan”); provided, however, notwithstanding anything in the Plan or the Award Plan to the contrary, (A) Executive may elect to satisfy any tax withholdings payable in connection with the issuance of shares of the Company’s Common Stock to Exe...