These days, nearly everyone has signed some kind of post-employment restriction, either in an offer letter,
in a stock award agreement, or perhaps to collect an annual bonus.
(For These days, nearly everyone has signed some kind of post-employment restriction, either in an offer letter,
in a stock award agreement, or perhaps to collect an annual bonus.
Not exact matches
Despite a drop
in profits at CBS last year, Moonves» 2017 compensation was boosted by $ 43.7 million
in stock awards, which came
in part when he extended his employment
agreement last May.
(l) Except as otherwise set forth
in Schedule 2.7 (l) of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result of any of the transactions contemplated by this
Agreement, nor will any such transactions accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual; and (ii) the transactions contemplated by this
Agreement will not cause the Company to record additional compensation expense on its income statements with respect to any outstanding
Stock Option or other equity - based
award.
Subject to Section 6 and the other terms and conditions of the Plan, each
Stock Appreciation Right grant will be evidenced by an
Award Agreement (which may be
in electronic form) that will specify the exercise price, the term of the
Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.
If we terminate Mr. Drexler's employment without cause or he terminates his employment with good reason, Mr. Drexler will be entitled to receive (i) a payment of his earned but unpaid annual base salary through the termination date, any accrued vacation pay and any un-reimbursed expenses, and (ii) subject to Mr. Drexler's execution of a valid general release and waiver of claims against us, as well as his compliance with the non-competition, non-solicitation and confidential information restrictions described below, (a) a payment equal to his annual base salary and target cash incentive
award, one - half of such payment to be paid on the first business day that is six (6) months and one (1) day following the termination date and the remaining one - half of such payment to be paid
in six equal monthly installments commencing on the first business day of the seventh calendar month following the termination date, (b) a payment equal to the product of (x) the last annual cash incentive
award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator of which is the number of days of service completed by Mr. Drexler
in the year of termination and the denominator of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting of such portion of unvested restricted shares and
stock options as provided and pursuant to the terms of the relevant grant
agreements under our 2003 Equity Incentive Plan.
Each
Stock Appreciation Right grant will be evidenced by an
Award Agreement that will specify the exercise price, the term of the
Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.
The table above does not include (i) 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive
Award Plan (as described
in «Executive Compensation — New Employment
Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common
stock issuable upon exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers,
in connection with this offering as described
in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity
Awards,» and (y) 3,263,431 additional shares of Class A common
stock reserved for future issuance and (ii) 24,269,792 shares of Class A common
stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described
in «Certain Relationships and Related Party Transactions — SSE Holdings LLC
Agreement.»
The number of shares of our Class A common
stock outstanding after this offering as shown
in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive
Award Plan (as described
in «Executive Compensation — New Employment
Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common
stock issuable upon the exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers,
in connection with this offering as described
in «Executive Compensation --
A
Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth
in the
Award Agreement.
The number of shares of our Class A common
stock outstanding after this offering as shown
in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common
stock reserved for issuance under our 2015 Incentive
Award Plan (as described
in «Executive Compensation — New Employment
Agreements and Incentive Plans»), consisting of (i) shares of Class A common
stock issuable upon the exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers,
in connection with this offering as described
(gg) «
Stock Appreciation Right» or «SAR» means a right granted under Section 8 which entitles the recipient to receive an amount equal to the excess of the Fair Market Value of a Share on the date of exercise of the
Stock Appreciation Right over the exercise price thereof on such terms and conditions as are specified
in the
agreement or other documents evidencing the Award (the «SAR Agreement
agreement or other documents evidencing the
Award (the «SAR
AgreementAgreement»).
The defense was then
awarded over $ 1.79 million against plaintiff based on a fees clause
in a written
Stock Purchase
Agreement.
Two week trial resulting
in a $ 15 million dollar
award for our client who was the former president of an Internet automobile seller
in a battle for
stock that had been contractually promised
in the former president's employment
agreement.
These plans and
agreements provide that if we amend the Recoupment Policy from time to time,
in our discretion, including to comply with applicable laws or
stock exchange requirements or guidance, such amended policy will be incorporated into
award agreements issued under these plans and / or the employment
agreements, as applicable.
Such «restrictive covenants,» (a legal phrase for «
agreements to restrict one's freedom») can be found
in many places, including offer letters, bonus
award agreements, commission plans, promotion letters,
stock or equity plans, and even, at times, employee handbooks.
These
agreements can be found
in (a) offer letters, (b) employment contracts, (c)
stock option
agreements, (d) bonus
award agreements, (e) and employee handbooks.