Vesting
The Compensation Committee determines any vesting conditions applicable to awards. Vesting conditions may include the continued employment or service of the participant, the attainment of specified individual or corporate performance goals, or other factors in the Compensation Committee’s discretion.
Dividend Equivalent Rights
Dividend equivalent rights may be granted in connection with awards (other than an award of options or SARs) under the 2023 Plan in the discretion of the Compensation Committee. A dividend equivalent right entitles the participant to payments or credits equal to the cash dividends that would otherwise have been paid with respect to the shares of our common stock subject to the related award, had such shares been outstanding. The Compensation Committee may provide that dividend equivalent rights will be paid or credited in cash, or paid or credited in shares of our common stock (based on the fair market value of those shares on the dividend payment date). In any case, dividend equivalent rights granted under the 2023 Plan may, in the discretion of the Compensation Committee, be subject to the same vesting conditions as the awards to which they relate.
Non-Employee Trustee Award Limits
Beginning with our first fiscal year following the effective date, the aggregate amount of equity and cash compensation payable to a non-employee trustee with respect to a fiscal year, whether under the 2023 Plan or otherwise, for services as a non-employee trustee, will not exceed $1,000,000. This trustee compensation limit will not apply to (i) compensation earned by a non-employee trustee solely in his or her capacity as chairman of our Board or lead independent trustee, (ii) compensation earned by a non-employee trustee for services he or she performs outside of his or her role as a non-employee trustee (e.g., as an advisor or consultant), or (iii) compensation awarded by our Board to a non-employee trustee in extraordinary circumstances, as determined by our Board in its discretion, so long as, in each case, the non-employee trustee does not participate in the decision to award him- or herself the additional compensation.
Adjustments for Stock Dividends, Stock Splits, Etc.
In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or other change in capital structure (other than ordinary cash dividends), or other similar corporate event or transaction affecting shares of our common stock, the Compensation Committee, to prevent dilution or enlargement of participants’ rights under the 2023 Plan, shall, in such manner as it deems equitable, substitute or adjust, in its sole discretion, the number and kind of shares that may be issued under the 2023 Plan or under outstanding awards, the number and kind of shares subject to outstanding awards, the exercise price, grant price or purchase price applicable to outstanding awards, and/or any other affected terms and conditions of the 2023 Plan and outstanding awards.
Change in Control
Unless otherwise provided in the applicable award agreement, upon the occurrence of a “change in control” (as defined in the 2023 Plan), outstanding awards will be (A) continued by us (subject to such adjustments as the Compensation Committee deems equitable to reflect the transaction), or (B) in the manner described in any applicable transaction documents, (1) assumed by our successor or its parent (subject to any adjustments contemplated to reflect the transaction), or (2) canceled and replaced with a substitute award issued by our successor or its parent.