Value Creation Options Clause Samples

Value Creation Options. Notwithstanding anything herein to the contrary, in the event of a Qualifying Termination, any unvested Value Creation Options shall, subject to no (i) Forfeiture Event occurring (in which case all Value Creation Options will be immediately forfeited and cancelled) and (ii) no Wind Up Date occurring, remain outstanding and eligible to vest and become exercisable based on the Trailing 12 Month Adjusted EBITDA for the first four complete fiscal quarters following the Termination Date (the “Post-Termination EBITDA Period”). Such Value Creation Options shall become vested and exercisable in the applicable percentages set forth in Section 2(c)(iv) to the extent a Performance Target is satisfied with respect to the Post-Termination EBITDA Period, effective as of the Determination Date occurring following the Post-Termination EBITDA Period. In no event shall a Contingent Option be exercisable following the close of business on the tenth (10th) anniversary of the date of this Agreement.
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Value Creation Options. The Company hereby grants to Optionholder, pursuant to the Plan, an Option to purchase up to [x] shares of Common Stock (the “Value Creation Option”), at an exercise price per share equal to the Option Price. The Option Price and the number of Option Shares issuable upon exercise of any Value Creation Option shall be subject to the adjustment provisions of Section 8 of the Plan. The Value Creation Option will expire as provided in Section 2(d) below. The Value Creation Options are not intended to be “incentive stock options” within the meaning of Section 422 of the Code.
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Value Creation Options. (A) Vesting. (1) As soon as reasonably practicable (but in no event more than sixty (60) days) following the end of each fiscal quarter, beginning with the fiscal quarter ending June 30, 2020, the Board shall determine the Adjusted EBITDA for the 12 month period ending on the last day of such fiscal quarter (the “Trailing 12 Month Adjusted EBITDA”). The date on which the Board determines any Trailing 12 Month Adjusted EBITDA is referred to herein as the “Determination Date”. If the Company’s Trailing 12 Month Adjusted EBITDA equals or exceeds a Trailing 12 Month Adjusted EBITDA Target set forth in the table below (each, a “Performance Target”), a number of Value Creation Options will vest and become exercisable on the applicable Determination Date in an amount equal to the applicable percentage set forth next to such target in the table less any Value Creation Options that had become vested and exercisable prior to such Determination Date, but, unless otherwise provided herein, only if Optionholder is and has been continuously employed by the Company or its Subsidiaries from the date of this Agreement through the last day of the fiscal quarter immediately prior to the applicable Determination Date. Any Value Creation Options that do not vest or become exercisable prior to the Wind Up Date shall expire as of such Wind Up Date. The Board’s good faith determination as to whether the Performance Targets have been achieved or exceeded shall be final, conclusive and binding on the Company and Optionholder. For the avoidance of doubt, in no event shall more than 100% of the Value Creation Options be eligible to vest and/or become exercisable. (2) As used in this Agreement, the term “Adjusted EBITDA,” shall mean the Company’s reported Adjusted EBITDA as disclosed to the Board or current Investor Funds. For the avoidance of doubt, EBITDA may be adjusted to exclude non-recurring or extraordinary expenses incurred in the trailing period, but shall not be pro forma for cost savings or related add-backs that have been acted on but not yet realized in the financial performance of the business. In addition, EBITDA will reflect the normal course capitalization treatment for appropriate development and software expenses. EBITDA will also include all ongoing operations (including acquired businesses) but will not be restated for the pre-acquisition performance of such acquisitions. In addition, to the extent that there are divestitures of ▇▇▇▇▇▇’s operations after the date ...
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Related to Value Creation Options

  • Access Options You may withdraw or transfer funds from your account(s) in any manner we permit (e.g., at an automated teller machine, in person, by mail, Internet access, automatic transfer, or telephone, as applicable). We may return as unpaid any check or draft drawn on a form we do not provide, and you are responsible for any loss we incur handling such a check or draft. We have the right to review and approve any form of power of attorney and may restrict account withdrawals or transfers. We may refuse to honor a power of attorney if our refusal is conducted in accordance with applicable state law.

  • Option; Option Price On the terms and subject to the conditions of the Plan and this Agreement, including, without limitation, Section 18 of this Agreement, the Optionee shall have the option (the “Option”) to purchase Shares at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. Payment of the Option Price may be made in the manner specified by Section 5.9 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 7 of this Agreement, the Option shall remain exercisable as to all Vested Options (as defined in Section 4) until the expiration of the Option Term (as defined in Section 3). Except as otherwise provided in the Plan or this Agreement, upon a Termination of Relationship, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate.

  • Termination Option Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2