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Initial Elections
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Initial Awards. Except as otherwise determined by the Board, each Non-Employee Director who is initially elected or appointed to the Board on any date (including the date of an Annual Meeting) shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to $400,000 (as determined in accordance with ASC 718). The awards described in this Section 2(b) shall be referred to as “Initial Awards.” For the avoidance of doubt and notwithstanding anything set forth herein, # no Non-Employee Director shall be granted more than one Initial Award, and # in the event that a Non-Employee Director’s Start Date occurs on the date of an Annual Meeting, such Director shall receive an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to $600,000 (as determined in accordance with ASC 718) (which is meant to represent the sum of an Initial Award and an Annual Award).

Initial Award. Each Non-Employee Director who is initially elected or appointed to the Board shall be granted, on the date of such initial election or appointment, either # an option to purchase the Company’s common stock (each, an “Initial Option”) having an aggregate Grant Date Fair Value (as defined below) in an amount determined by the Board, with any partial shares that result being rounded down to the nearest whole share or # a number of restricted stock units (the “Initial RSUs” and together with the Initial Option, the “Initial Award”) determined by dividing the aggregate value of the Initial RSUs as determined by the Board by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant, with any partial shares that result being rounded down to the nearest whole share. No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option, the per share fair value of the Initial Option determined as of the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model # the Fair Market Value of a share of the Company’s common stock on the Initial Option’s date of grant and # such other assumptions as were reported by the Company |

Initial Awards. Each Initial Award that is an Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date. Each Initial Award that is an Initial RSU shall vest in twelve (12) substantially equal quarterly installments following the date of grant, such that the Initial RSUs |

Initial Awards. Each individual who first becomes an Outside Director following the Effective Date will be granted an award of Options (an “Initial Award”) to purchase a number of Shares having a Value (as defined below) of $440,000, with any resulting fraction rounded down to the nearest whole Share. The Initial Award will be granted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as follows: One-thirty sixth (1/36th) of the Shares subject to the Initial Award will be scheduled to vest each month following the grant date, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall receive on the date of such initial election or appointment an option to purchase the lesser of # 122,527 shares of the Company’s common stock or # the largest whole number of shares of the Company’s common stock that results in such option having a Black-Scholes Value (as defined below) not exceeding $763,911. The awards described in this Section II(A) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Initial Awards. Each Nonemployee Director elected to the Board after this Policy is adopted, other than at an annual meeting of stockholders (a “New Director”), will be eligible to receive an RSU award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:

Initial Funding. Notwithstanding anything to the contrary in this Agreement, on the date hereof, [[Company:Organization]] and [[Investor:Organization]] hereby agree that [[Investor:Organization]] shall purchase 3,076,923 restricted common shares from [[Company:Organization]] on the date hereof at an effective priced of $0.65 per share (or $2,000,000 in the aggregate), with no registration rights.

Initial Improvements. Except for Landlord’s Work, the initial improvement of the Premises under this Lease shall be accomplished by Tenant or its designated contractor in accordance with [Exhibit B] and all other applicable provisions of this Lease (including, without limitation, Articles IX, XIII and XIX). Landlord is under no obligation to make any structural or other Alterations in or to the Premises or the Building except as may be otherwise expressly provided in this Lease, including [Exhibit B]. Alterations shall be deemed to include, without limitation, all trade fixtures.

without regard to whether such information was considered in the initial benefit determination.

INITIAL INVESTMENT. Starwood or one of its Affiliates has contributed $200,000 (the “Initial Investment”) in exchange for the initial issuance of Shares of the Company. Starwood or its Affiliates may not sell any of the Shares purchased with the Initial Investment while Starwood or its Affiliate acts in an advisory capacity to the Company. The restrictions included above shall not apply to any Shares acquired by Starwood or its Affiliates other than the Shares acquired through the Initial Investment. Neither Starwood, the Advisor, nor their Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding # the removal of [[Advisor:Organization]] as the Advisor or # the removal of any member of the Board who is affiliated with Starwood.

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