Investment RSUs. If, within the six (6) month period following the Start Date (the “6-Month Period”) and subject to Executive’s compliance with the Company’s insider trading policy and applicable pre-clearance and/or Rule 10b5-1 plan requirements for executives, as in effect from time to time, Executive purchases shares of Company common stock on the public market (each such purchase transaction, an “Acquisition”, and the shares so acquired, the “Investment Shares”), then on the applicable IRSU Grant Date (as defined below) the Company will grant Executive time-vesting RSUs (the “Investment RSUs”) for a number of shares equal to the number of Investment Shares purchased, provided that # only the first and second sequentially occurring Acquisitions within the 6-Month Period will be eligible for a corresponding grant of Investment RSUs (it being understood that a series of execution transactions executed by a broker pursuant to a single order shall be considered to be and treated as a single Acquisition for this purpose) and # no more than $7,500,000 in aggregate purchase price of Investment Shares, based on the aggregate purchase price of the Acquisitions considered in chronological order, will be eligible for a corresponding grant of Investment RSUs. For purposes of the Investment RSUs, the “IRSU Grant Date” means a date no more than thirty (30) days following the date on which Executive provides notice and reasonable documentation of his completion of one or both of the Acquisitions to the Compensation Committee. The vesting commencement date of the Investment RSUs will be the 10th day of the calendar month occurring concurrently with or after the applicable IRSU Grant Date (the “Investment RSUs Vesting Commencement Date”). The Investment RSUs shall vest over two (2) years in equal installments, with 1/8 of the Investment RSUs vesting on each of the eight (8) quarterly anniversaries of Investment RSU Vesting Commencement Date, subject to Executive’s Continuous CEO Service through each such vesting date, as applicable (except as set forth below in Section 7). The Investment RSUs will be subject to the form of award agreement previously presented to Executive.
Sign-On RSUs. On the later to occur of # the sixteenth (16th) trading day following the first public announcement by the Company of the Executive’s appointment as CEO (the “Announcement Date”) or # the Start Date (as applicable, the “Grant Date”), the Company will grant Executive time-vesting restricted stock units (“RSUs”) for a number of shares to be determined by dividing $20,000,000 by the average daily closing price of the Company’s common stock on the Nasdaq Global Select Market for the thirty (30) trading days ending on the fifteenth (15th) trading day following the Announcement Date (the “30-Day Average”) rounded down to the nearest whole share (the “Sign–On RSUs”). The vesting commencement date of the Sign-On RSUs will be the Executive’s Start Date. 100% of the Sign-On RSUs shall vest on the one-year anniversary of the Executive’s Start Date, subject to Executive’s Continuous Service (as defined in the 2018 Plan) on such vesting date (except as set forth below in Section 7). The Sign-On RSUs will be subject to the form of award agreement previously presented to Executive.
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