Sign-On Restricted Stock Unit Grant Sample Clauses

Sign-On Restricted Stock Unit Grant. Subject to approval from the Board, the Executive will receive, in accordance with the terms of a Restricted Stock Unit agreement executed and delivered to the Company by the Executive on the Effective Date (the “Grant Date”), restricted stock units with respect to shares of Common Stock with a fair market value (average of high and low stock price) on Executive’s date of hire equal to $1,500,000 pursuant to Vertex Pharmaceuticals Incorporated’s Stock and Option Plan. This grant, including but not limited to the vesting schedule and the forfeiture provision contained therein, shall be subject to the other terms and conditions specified in a separate Restricted Stock Unit agreement attached hereto as Exhibit A.
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Sign-On Restricted Stock Unit Grant. As soon as practicable following the Commencement Date, Executive shall receive a one-time grant of restricted stock units (representing one share of Common Stock for each restricted stock unit granted), subject to and in accordance with the applicable terms of the 2017 Omnibus Incentive Plan, with a value on the Commencement Date (using the 30-day volume-weighted average price) equal to: (i) $1,000,000 (the “Sign-On Time-Vesting RSUs”), which shall vest in three equal annual (33 1/3%) installments over the first three anniversaries of the date of grant, provided the Executive remains employed by the Company through each such date; and (ii) $7,500,000 (the “Sign-On PSUs”), which shall vest subject to the achievement of adjusted EBITDA and return on invested capital performance metrics (to be determined by the Board and/or Compensation Committee) and in accordance with a form of award agreement substantially similar to the form Performance-Based Restricted Stock Units attached hereto as Exhibit B.
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Sign-On Restricted Stock Unit Grant. As soon as practicable following the Commencement Date, Executive shall receive a one-time grant (the “Sign-On Restricted Stock Unit Grant”) of restricted stock units (representing one share of Common Stock for each restricted stock unit granted), subject to and in accordance with the applicable terms of the 2017 Omnibus Incentive Plan, with a value on the Commencement Date (using the 30-day volume-weighted average price) equal to: (i) to $1,000,000 (the “Sign-On Time-Vesting RSUs”), which shall vest in three equal annual (33 1/3%) installments over the first three anniversaries of the date of grant, provided the Executive remains employed by the Company through each such date; and (ii) $7,500,000 (the “Sign-On PSUs”), which shall vest subject to the achievement of performance metrics set forth in Schedule A, provided the Executive remains employed by the Company on the date of the applicable final determination.
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Sign-On Restricted Stock Unit Grant. (a) On the Effective Date, Executive shall be granted an award of one hundred thousand (100,000) restricted stock units (the "RSU GRANT") with each unit representing the right to acquire one (1) share of common stock of Company. Except as otherwise provided in Section 5.2(c) and Section 8 herein, the RSU Grant shall vest as follows: twenty five thousand (25,000) units shall vest on each of the seventh (7th), eighth (8th), ninth (9th) and tenth (10th) anniversaries of the Effective Date. For purposes of tax withholding, Company shall withhold shares of common stock of Company at the time Company common stock underlying the RSU Grant are distributed (or otherwise become taxable) to Executive, and shall pay only the statutory minimum withholding amounts to the applicable tax authorities in accordance therewith. (b) Subject to the approval by the Compensation Committee, Executive may defer receipt of the common stock to be received upon the vesting of the RSU Grant by electing to defer such receipt by no later than the earlier of (i) the date six (6) months prior to the applicable vesting date or (ii) the December 31 immediately prior to the applicable vesting date; provided, however, that in the sole discretion of the Compensation Committee and based on the opinion of tax counsel, the election to defer may be required to be made at a different time or may be disallowed in its entirety. In addition, the parties hereto will attempt in good faith to mitigate any loss of deduction under Section 162(m) of the Internal Revenue Code (the "CODE"); provided that Executive shall not be under any obligation to incur any economic loss to effect such mitigation. (c) Upon termination of Executive's employment (i) by Company without Cause, (ii) by Executive for Good Reason, (iii) due to Disability or death, or (iv) upon the failure of Company to continue Executive's employment under this Agreement so that severance compensation would be paid under SECTION 8 hereto, then the vesting of the RSU Grant shall accelerate so that Executive shall be vested in a number of restricted stock units equal to the product of one hundred thousand (100,000) multiplied by a fraction with a numerator equal to the number of complete months from the Effective Date to the date of termination of Executive's employment and a denominator equal to one hundred twenty (120).
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Related to Sign-On Restricted Stock Unit Grant

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Settlement of Restricted Stock Units Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

  • Restricted Stock Unit Award Subject to the terms and conditions of the Plan and this Award Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units indicated in the Notice of Grant (the “RSUs”). Each RSU represents one notional Share.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.