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 Executive by having the Company withhold a number of shares of Common Stock that have a fair market value equal to the taxes required to be withheld by the Company, and (B) to the extent of any differences between this Agreement and the Plan or the Award Plan, the provisions of this Agreement shall govern.
Appears in 1 contract
Initial Grants. As of On the close of business on Effective Date, Executive shall receive the date of following grants determined as follows:
(1) R▇▇ Energy will grant to the Executive’s first day of employment with the Company, the Company’s Compensation Committee shall grant Executive a non-statutory number of stock option (the “Initial Option ”) options to purchase 650,000 shares of the Company’s R▇▇ Energy common stock as defined in the Plan referenced in the immediately following sentence (the “Common Stock”) at having an exercise price aggregate expense to the Company over the vesting period of the options 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 282,444 on the date of grant determined using the ExecutiveFair Market Value (as defined in R▇▇ Energy’s first day of employment 2007 Long-Term Incentive Plan) and the accounting expense methodology that the Company has consistently used in the past in accordance with the Company, the Company’s Compensation Committee shall grant Executive a restricted stock unit award U.S. generally accepted accounting principles (the “Initial Restricted Stock Unit AwardOptions”) 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 Executive by having the Company withhold a number of shares of Common Stock that subject to the Options will be determined by dividing $282,444 by the value of an option to purchase a share of Common Stock on the date of grant utilizing this past expense methodology. The Options will have a fair market value an exercise price equal to the taxes required Fair Market Value of share of Common Stock on the date of grant, will vest and become exercisable as to 50% on each of the first and second anniversaries of the date of grant and will have a term of five years. The Options will be withheld granted by the CompanyCompensation Committee under and governed by the R▇▇ Energy’s 2007 Long-Term Incentive Plan and, and except as modified by this Section 4(c)(i)(1), shall be issued pursuant to an agreement in the form of the Nonqualified Stock Option Award Agreement filed as Exhibit 10.25 to R▇▇ Energy’s Annual Report on Form 10-K for the year ended December 31, 2007.
(B2) R▇▇ Energy will grant to Executive restricted shares of Common Stock (“Restricted Shares”) at a total expense to the extent Company at BOE Target Goal and DSCF ps Target Goal (as those terms are defined in the Form of any differences between this Award Agreement (as defined below)) of $564,889 over two years. The number of Restricted Shares granted will be determined by multiplying $564,889 by two and dividing by the Plan or Fair Market Value of a share of Common Stock on the Award Plandate of grant. The Restricted Shares will vest on December 31, 2012, subject to the Company’s attainment of the applicable performance targets. Notwithstanding the foregoing vesting schedule, the provisions Executive shall be eligible to receive 50% of the Restricted Shares that vest as of December 31, 2012, provided he remains employed with the Company from the grant date through December 31, 2011 and 100% of the Restricted Shares that vest as of December 31, 2012, provided he remains employed with the Company from the grant date through December 31, 2012. By March 15, 2013, the Compensation Committee shall certify as to whether and to what extent the applicable performance targets for the two year period ending December 31, 2012 have been satisfied. The Restricted Shares will be granted by the Compensation Committee under and governed by the R▇▇ Energy’s 2007 Long-Term Incentive Plan and, except as modified by this Section 4(c)(i)(2), shall be issued in an agreement in the form of the Restricted Stock Award Agreement shall governfiled as Exhibit 10.1 to R▇▇ Energy’s Current Report on Form 8-K file with the Securities and Exchange Commission on March 31, 2010 (the “Form of Award Agreement”). For the purposes of the Restricted Shares grant agreement, the Company has informed Executive of his performance targets.
Appears in 1 contract