Company Equity Plan. During the period of the Executive's employment with the Company he will be eligible to participate in the Company Equity Plan, at a target opportunity similar in amount to other senior executives at his level. The Company Equity Plan may be adjusted or modified from time to time by the Company in its discretion.
Company Equity Plan. Effective as of the Effective Date, the Company shall establish, adopt and maintain a plan or plans, for the benefit of selected Company Transferred Employees, providing for stock options, restricted stock, other equity-related awards and long-term performance awards.
Company Equity Plan. As of the Effective Time, Parent shall assume the Company Equity Plan with the number of shares reserved and remaining for issuance under such Company Equity Plan adjusted to a number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock reserved and remaining for issuance under such Company Equity Plan immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share.
Company Equity Plan. Prior to the Effective Time, the Company shall take all necessary action for the treatment of the Company Equity Awards as contemplated under this Section 2.5. At the Effective Time, Sodium shall assume all the obligations of the Company under the Company Equity Plan, each outstanding Company Equity Award and the agreements evidencing the grants thereof (as modified by this Section 2.5), and the number and kind of shares available for issuance under the Company Equity Plan shall be adjusted to reflect Sodium Shares in accordance with the provisions of the Company Equity Plan.
Company Equity Plan. The board of directors and shareholder(s) of TopCo shall, in consultation with the Company and ARYA, approve and adopt an omnibus equity incentive plan (“TopCo Equity Plan”), in the manner prescribed under Section 422 of the Code and other applicable Laws, effective as of the day before the Closing Date, reserving 8,057,779 TopCo Ordinary Shares for grant thereunder and with vesting terms and conditions set forth on Section 6.12 of the Company Disclosure Schedule and such other terms and conditions that are reasonably satisfactory to the Company and ARYA prior to the Closing or the compensation committee of the TopCo Supervisory Board following the Closing. Subject to the immediately subsequent sentence, following the Closing, TopCo will grant options to purchase TopCo Ordinary Shares under the TopCo Equity Plan (“TopCo Options”), in such amounts and allocations as the TopCo Board shall determine, which will vest in accordance with the vesting schedule set forth in Section 6.12 of the Company Disclosure Schedule and have such other terms and conditions that are reasonably satisfactory to the Company and ARYA prior to the Closing or by the TopCo Supervisory Board (or, if there only is one board of directors of TopCo at such time, then such board of directors of TopCo). As promptly as practicable after the date hereof (but in any event prior to the mailing of the Registration Statement / Proxy Statement with the SEC), ARYA and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either ARYA or the Company) to the members of management of the Company that will receive performance-based options out of the TopCo Equity Plan with the vesting schedule described in Section 6.12 of the Company Disclosure Schedule at or promptly following the Closing and the allocation thereof among such management members in an aggregate amount of 3,706,465 performance-based options out of the TopCo Equity Plan, and each of ARYA and the Company shall reasonably cooperate and work in good faith with each other in order to determine the foregoing.
Company Equity Plan. At the first meeting of the Board pursuant to Section 4.1(i) hereunder, the Board shall seek to establish an equity-based incentive plan (the "Equity Plan"). The terms and conditions of the Equity Plan shall be subject to approval by the Board by Supermajority Approval; provided, however, that the Equity Plan shall provide that any awards granted to MSK Directors, members of the Scientific Advisory Committee appointed by MSK or other individuals appointed by MSK may be assigned to MSK and any awards granted to Sequana Directors, members of the Scientific Advisory Committee appointed by Sequana or other individuals appointed by Sequana may be assigned to Sequana. Pursuant to the Equity Plan, the Board will initially reserve [***] shares of Class B Common Stock for the grant of awards to purchase shares of Class B Common Stock under the Equity Plan. The number of shares of Class B Common Stock reserved for issuance pursuant to the Equity Plan shall represent [***] of the outstanding shares of Common Stock on a fully diluted basis. Awards under the Equity Plan may be granted subject to Supermajority Approval to employees of the Company who are hired within the first eighteen months of the Company operations, members of the Board and members of the Scientific Advisory Committee.
Company Equity Plan. The Company has duly adopted the Company Equity Plan, which constitutes a Foreign Benefit Plan, and a correct and complete copy of the Company Equity Plan, as well as a form of all option awards thereunder, have been provided to SPAC. The Company Equity Plan is the only equity-based incentive plan currently in effect with respect to the Company. Section 3.11(l) of the Company Disclosure Schedules accurately sets forth the following information with respect to each Company Equity Award, as applicable: (i) the name of the Company Equity Award recipient; (ii) the number of shares of Company Ordinary Shares subject to such Company Equity Award; (iii) the exercise price of such Company Equity Award; (iv) the date on which such Company Equity Award was granted; (v) the vesting schedule applicable to such Company Equity Award; and (vi) the date on which such Company Equity Award expires. The Company Options, Company RSUs and Company Ordinary Shares that were intended to qualify under the capital gains route of Section 102 of the Ordinance have received a favorable determination or approval letter from, or have otherwise been approved by, or deemed approved by, the ITA, and such Company 102 Options, Company 102 Restricted Share Units and Company 102 Shares have been granted and/or issued, as applicable, in compliance with the applicable requirements of Section 102 of the Ordinance and the written requirements and guidance of the ITA, including the filing of the necessary documents with the ITA, the appointment of an authorized trustee to hold the Company 102 Options, Company 102 Restricted Share Units and Company 102 Shares, the receipt of all required consents and Tax rulings and the due and timely deposit of such Company Options, Company RSUs and Company Ordinary Shares with the 102 Trustee pursuant to the terms of Section 102 of the Ordinance and any regulation, publication or guidance issued by the ITA. The Company does not have any liability to the ITA or to any relevant fund with respect to any Employee Benefit Plan including, without limitation, the Company Equity Plan. The Company has provided to SPAC true and complete copies of the Company Equity Plan, all forms of award agreements evidencing such Company Equity Awards, all material communications to or from the ITA or any other Governmental Entity relating to the Company 102 Options, Company 102 Restricted Share Units and Company 102 Shares. Each Company Equity Award was duly authorized in all material r...
Company Equity Plan. At or immediately prior to the Effective Time, the Company shall terminate the Company Equity Plan and any award agreements entered into under the Company Equity Plan.
Company Equity Plan. Prior to the effectiveness of the Registration Statement / Proxy Statement, the Company Board (a) shall approve and adopt the ServiceMax, Inc. 2021 Omnibus Incentive Plan and the ServiceMax. Inc. Executive Officer Severance and Change of Control Plan, substantially in the form attached hereto as Exhibit G and Exhibit H and with any changes or modifications thereto determined by the Company Board, after reasonable consultation with Pathfinder and an independent compensation consultation, (the “Company Post-Closing Incentive Equity Plans”), in the manner prescribed under applicable Laws, effective at least one day prior to the Closing Date, and (b) may approve and adopt an employee stock purchase plan, with such terms and conditions determined by the Company, after reasonable consultation with Pathfinder and an independent compensation consultation, substantially in the form attached hereto as Exhibit I (the “Company Post-Closing Employee Stock Purchase Plan”), in the manner prescribed under applicable Laws, effective at least one day prior to the Closing Date.
Company Equity Plan. Within five (5) Business Days after the date of this Agreement, the Company Board, the Compensation Committee of the Company Board or a committee appointed by the Company Board to administer the Company Equity Plan, as applicable, shall adopt resolutions resolving to interpret and clarify that the “Purchase” (as defined in the Term Sheet) does not constitute a “Change in Control” as defined in the Company Equity Plan.
