Benefit and Compensation Plans. Stock Option Plans. In 1988, the Company adopted an incentive and non-statutory stock option plan (the "1988 Plan") for which 2,251,834 shares have been reserved for issuance. Following adoption of the 1995 Stock Plan (the "1995 Plan") at the effectiveness of the Company's initial public offering ("IPO"), no further grants have been, or will be, made under the 1988 Plan. Options granted under the 1988 Plan and the 1995 Plan are for periods not to exceed ten years. Exercise prices of incentive stock option grants under both plans must be at least 100% of the fair market value of the stock at the date of grant and for nonstatutory stock options must be at least 85% of the fair market value of the stock at the date of grant. Under both plans, the options generally vest 25% at one year from date of grant, and an additional 1/48 per month thereafter. The Company has reserved 4,400,000 shares of Common Stock for issuance under the 1995 Plan. Upon the closing of the acquisition of HDS in January 1998, the 1997 Non-Statutory Option Plan (the "1997 Plan") became effective. The Company assumed all outstanding HDS options and issued new options at the closing totaling 800,000 shares. No further grants have been, or will be, made under the 1997 Plan. In 1999, the company adopted a non-statutory stock option plan (the "1999 Plan") for which 400,000 shares have been reserved for issuance. Options granted under the 1997 and 1999 Plans were at fair market value and for periods not to exceed ten years with vesting generally under the same terms as the 1988 and 1995 plans. Director Option Plan. Effective upon the IPO, the Company adopted the 1995 Director Option Plan (the "Director Plan") and reserved 100,000 shares of Common Stock for issuance thereunder. The Director Plan provides for the grant of nonstatutory stock options to certain nonemployee directors of the Company pursuant to an automatic, nondiscretionary grant mechanism. The following table summarizes activities under the Plans: WEIGHTED SHARES AVAILABLE STOCK OPTIONS AVERAGE FOR GRANT OUTSTANDING EXERCISE PRICE ------------- -------------- (IN THOUSANDS, EXCEPT EXERCISE PRICE) Balance at December 31, 1996............... 210 2,482 $ 3.28 Shares authorized.......................... 960 -- -- Options granted............................ (1,008) 1,008 9.04 Options exercised.......................... -- (370) 1.65 Options canceled........................... 308 (354) 7.13 ------ ------ ------ Balance at December 31, 1...
Benefit and Compensation Plans. (a) Executive shall be entitled during the Term to participate in all executive compensation plans, and other employee and executive benefits, practices, policies and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time ("Benefit Plans").
(b) During the Term, the Company will provide Executive with coverage by Company-paid group or individual life insurance or a combination thereof, all in accordance with the plans, policies, programs and arrangements as presently in effect or as they may be modified or added to by the Company from time to time.
(c) During the Term, Executive will participate in the Company's Executive Deferred Compensation Plan, and any supplemental retirement plans, benefits, practices, programs, or policies of the Company, as in effect on the Effective Date or as they may be modified or added to by the Company from time to time ("Compensation Plans").
Benefit and Compensation Plans. (a) The effect of your separation and this Agreement upon your participation in, or coverage under, any of Motorola’s benefit or compensation plans, including but not limited to the Motorola Elected Officers Supplemental Retirement Plan, the Motorola Elected Officers Life Insurance Plan, the Motorola Long Range Incentive Plan for any given performance cycle, the Motorola Incentive Plan, the Motorola Management Deferred Compensation Plan, the Motorola Financial Planning Program, the Motorola Omnibus Incentive Plan of 2006, any other applicable stock option plan and any restricted stock, stock unit or SAR agreements shall be governed by the terms of those plans and agreements. Motorola is making no guarantee, warranty or representation in this Agreement regarding any position that may be taken by any administrator or plan regarding the effect of this Agreement upon your rights, benefits or coverage under those plans.
(b) Following your Separation Date, except in the event you violate one or more of the restrictive covenants outlined in paragraph 8 below, each of your outstanding stock option grants will be accorded the most favorable treatment for which each grant qualifies per the terms of the applicable stock option plans or award documents.
(c) Benefits coverage in effect on your Separation Date under the Motorola Employee Medical Benefits Plan (“Medical Plan”), as amended from time to time, will be continued at the regular employee contribution rate through the end of April, 2009, provided that you comply with all terms and conditions of the Medical Plan, including paying the necessary contributions and provided further, if you are reemployed with another employer and become covered under that employer’s medical plan, the medical benefits described herein (if they are not terminated as provided in COBRA, defined below) shall be secondary to those provided under such other plan. After the total period of medical benefit continuation provided in this Agreement, you may elect to continue medical benefits under the Medical Plan at your own expense, in accordance with COBRA. The period of medical benefit continuation described immediately above counts toward and reduces the maximum coverage under Section 4980B of the Internal Revenue Code (“COBRA”), as described in Treasury Regulation Section 54.4980B-7, A-7(a). The COBRA period commences on the first of the month following the Separation Date. If you are eligible for coverage under the Motorola Post-Employme...
Benefit and Compensation Plans. (a) Executive shall be entitled during the Term to participate in all executive compensation plans, and other employee and executive benefits, practices, policies and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time ("Benefit Plans"); and during the Term, the Company will pay the cost of financial and tax planning services, up to a maximum amount in effect on the Effective Date of this Agreement. Such services shall be furnished by a provider selected by Executive.
(b) During the Term, the Company will provide Executive with coverage by long-term disability insurance and benefits; and group or individual life insurance or a combination thereof, all in accordance with the plans, policies, programs and arrangements as presently in effect or as they may be modified or added to by the Company from time to time.
(c) During the Term, Executive will participate in the Company's Executive Deferred Compensation Plan, ERISA Parity Plan, and any other supplemental retirement plans, benefits, practices, programs, or policies of the Company, as in effect on the Effective Date or as they may be modified or added to by the Company from time to time ("Compensation Plans").
Benefit and Compensation Plans. The Company has a Section 401-K Employee Benefit Plan, a copy of which has been made available to Purchaser, and has no other employee benefit or compensation plans except as set forth in SECTION 2.14 OF THE DISCLOSURE SCHEDULE.
Benefit and Compensation Plans. In no event shall Benefit Plans or Compensation Plans provide Executive with benefits or compensation, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company for Executive under Benefit Plans or Compensation Plans as in effect at any time during the 120-day period immediately preceding the Change of Control or if more favorable to Executive, those provided generally at any time after the Change of Control to other peer executives of the Company. If after a Change of Control (i) Executive terminates his employment with the Company with Good Reason, or (ii) Executive's employment with the Company is terminated without Cause, the actuarially equivalent value of nonqualified unfunded retirement benefits under any plan, program or arrangement of the Company shall be paid to Executive in a single sum within thirty (30) days after Executive is no longer employed by the Company.
Benefit and Compensation Plans. Executive acknowledges and agrees that except as to benefits and compensation expressly provided for in this agreement, any rights to receive payments and benefits from various employee benefit and compensation plans or programs shall be governed by the rules of those plans or programs as they now exist or are amended in the future, and further, that entering into this Agreement shall not limit the right of the Company, its subsidiaries or its or their successors to amend or terminate any such plans or programs or benefits thereunder. Any amendments or terminations of such plans, programs or benefits shall apply to Executive as they would to other participants or recipients of such plans, programs or benefits. Executive acknowledges that the restricted stock unit grant and the non-qualified stock option grant, both made on January 5, 2006, and the Performance Share Unit grant specified in 2006 will terminate, with no vesting having occurred, upon Executive’s Retirement Date. All other stock options will continue to vest according to the terms and conditions of the individual grants, consistent with retirement eligibility.
Benefit and Compensation Plans. The Company has a defined contribution savings plan covering substantially all employees. The Company's contributions under the plan were approximately $462,004, $548,471, and $1,069,283 for the years ended December 31, 1995, 1996, and 1997, respectively. In September 1990, the Company established a stock plan, pursuant to which incentive stock options and non-qualified stock options may be issued to employees and others through the year 2000. The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock plan. The FASB issued SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123") in 1995 and, if fully adopted by the Company, changes the method for recognition of cost on stock plans. Although the Company has elected not to adopt the cost recognition requirements under SFAS No. 123, pro-forma disclosures as of the Company had adopted the requirements beginning in 1995 are presented below: 1995 1996 1997 Net earnings--as reported............... $14,630,804 $10,682,399 $18,049,756 Net earnings--pro-forma................. 14,165,049 8,350,485 11,072,010 Earnings per share--as reported......... 0.67 0.44 0.73 Earnings per share--pro-forma........... 0.65 0.34 0.44 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for options granted for the years ended December 31, 1995, 1996 and 1997, respectively, weighted average expect volatility of 29.3%, 29.3%, 39.75%, no dividend payments are made for the expected terms; average expected term of 5.5 years for options that vest over time and 3 years for options which vest immediately; risk free interest rate on the date of grant with the maturity equal to the expected term; exercise price equal to the fair market value on grant date. Options which have vesting provisions that accelerate upon a change in control either in the option grant or through employment agreements have been accelerated to 1997 due to the expected changes in control on February 27, 1998. Incentive stock options may be granted at an exercise price not less than the fair market value of the Company's common stock on the date of grant. Non- qualified stock options may be granted at an exercise price not less than the lower of the book value of the Company's common stock or 50% of the fair market value per share of common stock on the date of grant. Accordingly, compensation expense for the diff...
Benefit and Compensation Plans. During the Term, the Executive shall be eligible to participate in the Company’s health, dental and other welfare benefit plans and programs, as well as any pension, profit-sharing, stock award, stock option or similar plan, in each case as may be available to senior executives of the Company from time to time, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.
Benefit and Compensation Plans a. The Company shall provide to Employee continued eligibility to participate in the Company’s medical plan coverage at normal active employee rates for a period of three months, and thereafter at the Company’s COBRA rates for the balance of the continuation period required by COBRA. All other health benefits for which Employee shall be eligible under COBRA shall be at the Company’s COBRA rates. Employee acknowledges and agrees that all medical and other health benefit premiums shall be at Employee’s own expense and are subject to premium increases.
b. The Company has included in Employee’s final paycheck the amount of $23,571 for unused vacation days. Employee acknowledges and agrees that the amount is correct. The Company confirms that this amount will be included in Employee’s final average earnings for calculation purposes of all pension benefits.
c. Employee acknowledges and agrees that except as to benefits and compensation expressly provided for in this Agreement, any rights to receive payments, stock, and benefits from various employee and executive benefit and compensation awards, plans or programs shall be governed by the rules and/or terms and conditions of those awards, plans or programs as they now exist or are amended in the future, and further, that entering into this Agreement shall not limit the right of the Company, its subsidiaries or its or their successors to amend or terminate any such awards, plans or programs or benefits thereunder. Any amendments or terminations of such awards, plans, programs, or benefits thereunder, shall apply to Employee as they would to other similar participants or recipients of such plans, programs or benefits.
d. Employee acknowledges and agrees that by accepting, agreeing to and executing this Agreement, Employee is not entitle to and waives any and all rights to Basic and Additional Benefits as defined under the Xxxxxxx Xxxxxxx, Inc. Separation Pay Plan - #594, and any payments under any annual incentive plan, including but not limited to the 2007 Executive Annual Incentive Plan except as provided in Paragraph 1(b).
