Cancellation of Options, Bonus Programs and Phantom Stock Plans Sample Clauses

Cancellation of Options, Bonus Programs and Phantom Stock Plans. SSC shall have provided for the cancellation, at or prior to the Closing, of all SSC stock options, deferred bonus programs or phantom equity plans. The amounts payable for the cancellation of the SSC Options and Xxxxxxx Deferred Compensation Agreement will be a reduction of the Cash Portion of the Purchase Price pursuant to Section 2(h), will be funded by Buyer to SSC at Closing and will be paid by SSC to the recipients at Closing. In conjunction with the cancellation of such programs, all eligible employees who have not executed new employment agreements shall have signed cancellation agreements which include provisions that each employee will not, for a period of one year from the date of Closing or one year from the termination of his or her employment with his or her employer (i.e., SSC) whichever period is longer: (i) service or solicit any customers of his or her employer, or (ii) solicit for employment any employee of his or her employer. In addition, each of the SSC Optionholders shall have received options at the Closing for the purchase of the Buyer's Common Stock (the "Buyer Options") for all SSC Options which would have vested after February 1999 (the "Unvested SSC Options"). The Buyer Options shall be in an aggregate amount equal to the number of shares of Buyer Common Stock that would have been issued to the SSC Optionholders if all the Unvested SSC Options had become vested as of the Closing Date. The exercise price for the Buyer Options shall be $.1055 per share and the Buyer Options shall become exercisable by the SSC Optionholders in accordance with the original vesting schedule for the Unvested SSC Options, all in accordance with the terms and conditions of Buyer's stock option plan to be adopted by Buyer prior to the Closing Date.
Sample 1
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Cancellation of Options, Bonus Programs and Phantom Stock Plans. SUPERNET shall have provided for the cancellation, at or prior to the Closing, of all SUPERNET stock options, deferred bonus programs or phantom equity plans. The amounts payable for the cancellation of the SUPERNET Options will be a reduction of the Cash Portion of the Transfer Consideration pursuant to Section ------- 2.2, will be funded by the Acquirer to SUPERNET at Closing and will be paid by --- SUPERNET to the recipients at Closing. In conjunction with the cancellation of such programs, all eligible employees who have not executed new employment agreements shall have signed cancellation agreements which include provisions that each employee will not, for a period of one year from the date of Closing or one year from the termination of his or her employment with SUPERNET whichever period is longer: (a) compete with SUPERNET, (b) service or solicit any customers of SUPERNET, or (c) solicit for employment any employee of SUPERNET.
Sample 1
Cancellation of Options, Bonus Programs and Phantom Stock Plans. CFT shall have provided for the cancellation, at or prior to the Closing, of all CFT Options, stock option plans, deferred bonus programs or phantom equity plans in exchange for ACG's Options listed on Annex V attached hereto pursuant to the terms of the Option Cancellation and Exchange Agreement in the form attached hereto as Exhibit F in exchange for the stock option agreement in the form attached hereto as Exhibit B-1 to purchase ACG's Options set forth on Annex V on the terms described therein. Any amounts payable for the cancellation of the CFT Options (in addition to ACG's Options issued to any such holder of CFT Options described in this Section 5(i)) will be paid by the Shareholders and at no cost to CFT or ACG, or, if paid by CFT, such payments will be a reduction of the Cash Portion of the Consideration pursuant to Section 2(h).
Sample 1
Cancellation of Options, Bonus Programs and Phantom Stock Plans. All WPC Options shall have been canceled at or prior to the Closing, and any stock option plans, deferred bonus programs and phantom equity plans outstanding with respect to WPC shall also have been canceled, at no cost to WPC. The payments made pursuant to Section 2(c) above and due pursuant to the cancellation of such programs will vest and be payable to the recipients on terms and conditions acceptable to Buyer. If in the reasonable judgment of Buyer, the current agreements between WPC and those employees whose options or other benefits as described above have been terminated (other than the Key Employees) do not protect WPC from unfair competition from its employees, in connection with the provision of additional benefits to such employees (e.g., participation in Buyer's stock option plan), Buyer may require that all such employees of WPC shall have signed agreements which include provisions that each employee will not, for a period of six (6) months from the date of Closing or six (6) months from the termination of his or her employment with his or her employer (i.e., WPC) whichever period is longer: (i) service or solicit any customers of his or her employer, or (ii) solicit for employment any employee of his or her employer.
Sample 1

Related to Cancellation of Options, Bonus Programs and Phantom Stock Plans

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

  • Stock Incentive Plans Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the General Partner, the Partnership or any of their Affiliates or from issuing REIT Shares, Capital Shares or New Securities pursuant to any such plans. The General Partner may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire REIT Shares, or the issuance of restricted REIT Shares), whether taken with respect to or by an employee or other service provider of the General Partner, the Partnership or its Subsidiaries, in a manner determined by the General Partner, which may be set forth in plan implementation guidelines that the General Partner may establish or amend from time to time. The Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the General Partner, amendments to this Agreement may become necessary or advisable and that any approval or Consent to any such amendments requested by the General Partner shall be deemed granted by the Limited Partners. The Partnership is expressly authorized to issue Partnership Units (i) in accordance with the terms of any such stock incentive plans, or (ii) in an amount equal to the number of REIT Shares, Capital Shares or New Securities issued pursuant to any such stock incentive plans, without any further act, approval or vote of any Partner or any other Persons.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Stock Plans With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s knowledge, was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) in the financial statements (including the related notes) of the Company.

  • Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:

  • Company Stock Plans (a) The Company shall take such action as shall be required:

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