Assumption of Partnership Long-Term Incentive Plans Sample Clauses

Assumption of Partnership Long-Term Incentive Plans. As of the Effective Time, Parent shall assume the obligations of the General Partner and the Partnership under the Partnership Long-Term Incentive Plans and such plans shall be deemed amended to conform to all of the terms and form of the UGI Corporation 2013 Omnibus Incentive Compensation Plan (as amended, the “Parent Plan”) and shall be combined with the Parent Plan; provided, however, that (i) the number of Common Units remaining available for grant and delivery pursuant to the Partnership Long-Term Incentive Plans as of the Effective Time (including unissued Common Units subject to outstanding Partnership LTIP Awards that are cancelled pursuant to this Section 3.8) shall be adjusted and converted into a number of Parent Shares to become available for grant and delivery pursuant to the Parent Plan following the Effective Time based on the conversion ratio implied by the Share Consideration as determined by the Parent Board or a committee thereof (the “Assumed Share Reserve”), (ii) notwithstanding the foregoing, the number of Parent Shares as comprises the Assumed Share Reserve shall not, when combined with the other Parent Shares issued or to become issued in connection with the Merger or any related transactions, exceed 19.99% of the number of Parent Shares outstanding immediately prior to the Effective Time, and (iii) from and after the Effective Time, awards from the Assumed Share Reserve may be granted only to those individuals who were eligible to receive awards under the Partnership Long-Term Incentive Plans immediately before the Effective Time (but including any individuals hired after the Effective Time by Parent or its Subsidiaries).
Sample 1
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Related to Assumption of Partnership Long-Term Incentive Plans

  • Long-Term Incentive Plans During the Employment Period, the Executive shall be eligible to participate in the ongoing equity and other long-term awards and programs of the Company as determined in the sole discretion of the Board or a committee thereof.

  • Long Term Incentive Plan The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve.

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Long-Term Incentive The Company shall provide Employee an opportunity to participate in the Company’s applicable long term incentive plan as it may or may not exist from time to time.

  • Long-Term Incentives The Company shall provide the Executive the opportunity to earn long-term incentive awards under the current equity and cash based plans and programs or replacements therefor at a level commensurate with the current aggregate opportunity being provided to the Executive.

  • Long-Term Incentive Program During the Term, the Employee shall participate in all long-term incentive plans and programs of the Group that are applicable to its senior executives in accordance with their terms and in a manner consistent with his position with the Company.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Long-term Incentive Compensation Programs During the Employment Period, the Executive shall participate in all long-term incentive compensation programs (including, without limitation, programs providing for the grant of stock options and other equity-based awards) for key executives at a level that is commensurate with the Executive's participation in such plans immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to the Executive or other similarly situated officers at any time thereafter.

  • Long-Term Incentive Programs The Executive shall be eligible to participate in the Company's long-term incentive compensation programs (including stock options and stock grants).

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