Company Incentive Plans. (a) As of the Effective Time, each Company Option granted by the Company that is outstanding as of immediately prior to the Effective Time, whether or not then vested, will be cancelled and will immediately cease to be outstanding, without any payment with respect to such Company Option or cancellation thereof except as provided in the following sentence. In full satisfaction of the cancellation of each Company Option described in the immediately preceding sentence, Parent will cause the Surviving Corporation, as soon as reasonably practicable following the Effective Time (and no later than the second payroll date after the Effective Time), to pay, to the holder of such Company Option (which, for employees of the Company or any of the Company Subsidiaries, shall be in accordance with the general payroll practices of the Surviving Corporation), an amount in cash in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, multiplied by (ii) the number of Common Shares then subject to such Company Option (which number, in the case of Company Options subject to performance goals based on stock price hurdles, shall be determined based on actual performance in accordance with the terms of such Company Options, with any Company Options that do not vest being forfeited for no consideration) (such payment, if any, to be net of applicable Taxes withheld in accordance with Section 2.5 and without interest). For the avoidance of doubt, no consideration will be paid with respect to any Company Option that has a per-share exercise price that is greater than, or equal to, the Merger Consideration. As of the Effective Time, no Person will retain any rights with respect to any previously outstanding Company Options other than the rights of a holder to receive the payment contemplated by this Section 2.4(a).
(b) As of the Effective Time, each Company RSU, other than any Post-Signing Company RSU, that is outstanding as of immediately prior to the Effective Time, whether or not then vested, will be cancelled and will immediately cease to be outstanding, without any payment with respect to such Company RSU or cancellation thereof except as provided in the following sentence. In full satisfaction of the cancellation of each Company RSU described in the immediately preceding sentence, Parent will cause the Surviving Corporation, as soon as reasonably practicable following the Effective T...
Company Incentive Plans. (a) The Company shall be responsible for the payment of all liabilities and obligations for benefits due and payable or unpaid as of and through the Cut-off Date under each Company Incentive Plan with respect to any Prior Plan Year (other than the Current Plan Year). Any deferred bonuses that were earned with respect to any Prior Plan Year that are not paid as of the Cut-off Date shall be treated as benefits for the Current Plan Year in accordance with Section 2.07(b).
(b) Except as specifically provided in Section 2.06, for any Current Plan Year under each Company Incentive Plan, the Company and the Company Subsidiaries shall be responsible for the payment of all liabilities and obligations for benefits unpaid as of and through the Cut-off Date (including for deferred compensation) with respect to Company Individuals and New Xxxxxx and the New Xxxxxx Subsidiaries shall assume and be responsible for the payment of all liabilities and obligations for benefits unpaid as of and through the Cut-off Date (including for deferred compensation) with respect to New Xxxxxx Individuals. Except as specifically provided in Section 2.06, each of the Company and New Xxxxxx will, to the extent practicable, either continue each such Company Incentive Plan or adopt a new Plan in substitution therefor and, in this connection, adjust, in a manner equitable to participants, any incentive goals contained in each Company Incentive Plan to reflect the Distribution.
(c) For purposes of the Company Incentive Plans, individuals who, in connection with the Distribution, cease to be employees of the Company and become New Xxxxxx Employees shall not be deemed to have terminated employment for purposes of any deferral elections made by such individuals and service with New Xxxxxx shall be deemed continuous service with the Company.
Company Incentive Plans. Each party undertakes to take the relevant steps and other actions provided for in Schedule 1 in relation to the Company Incentive Plans.
Company Incentive Plans. With respect to each of the Company’s annual cash incentive plans set forth on Section 6.10(e) of the Company Disclosure Letter (each, a “Company Incentive Plan”), for the fiscal year in which the Effective Time occurs, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) pay to each Continuing Employee who remains employed with Parent, the Surviving Corporation or their respective Affiliates through the end of such fiscal year, at the same time or times that Parent, the Surviving Corporation or their applicable Affiliate pays annual bonuses in respect of such fiscal year to other similarly situated employees thereof but in no event later than March 15 immediately after the end of such fiscal year, a bonus for such fiscal year (the “Annual Bonus”) that is equal to the greater of (i) the target Annual Bonus that such Continuing Employee would have been entitled to receive under the applicable Company Incentive Plan for such fiscal year as set forth on Schedule 6.10(e), and (ii) the Annual Bonus that such Continuing Employee is entitled to receive under the applicable Company Incentive Plan based on actual level of achievement of the applicable performance criteria for such fiscal year (as determined after giving appropriate effect to the Transactions).
Company Incentive Plans. No later than thirty (30) days following the date of this Agreement, the Company shall amend the terms of the Company Incentive Plans and underlying grant and award documents by entering into amendment agreements, substantially in the forms provided to Acquiror prior to the date of this Agreement, to facilitate the conversion of each Restricted Stock Unit Award and Company Option into a Converted RSU Award and Assumed Option, respectively, pursuant to Section 4.1(b).
Company Incentive Plans. 37 5.10 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 37 5.11
Company Incentive Plans. 37 5.10 Indemnification.................................................... 37 5.11
Company Incentive Plans. The Company shall use its commercially reasonable efforts to terminate, effective as of the Effective Time, each of the Company Incentive Plans.
Company Incentive Plans. Prior to the Effective Time, the Company shall adopt such resolutions and take all other appropriate actions that do not involve the payment of any consideration required to effectuate the actions contemplated by this Section 3.1, including to ensure that (i) all awards issued under the Company Incentive Plans and the Executive Employment Letters shall be treated in accordance with this Section 3.1; (ii) after the Effective Time, except as otherwise agreed between Parent and a particular award holder, neither any holder of Company RSU Awards, Executive Company RSU Awards or Company Options nor any other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, or Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Equity Plans or the Executive Employment Letters, except as provided in this Section 3.1, and (iii) in accordance with Section 7.19, on and after the Effective Time, no further Company RSU Awards, Executive Company RSU Awards, Company Options or other rights with respect to any securities of the Company or the Surviving Corporation shall be granted or outstanding under any Company Incentive Plan.
Company Incentive Plans. With respect to each of the Company’s annual cash incentive plans (each, a “Company Incentive Plan”), for fiscal year 2023, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) pay to each Continuing Employee who remains employed with Parent, the Surviving Corporation or their respective Affiliates through the applicable Annual Bonus payment date, at the same time or times that Parent, the Surviving Corporation or their applicable Affiliate pays annual bonuses in respect of such fiscal year to other similarly situated employees thereof, but in no event later than March 15 immediately after the end of such fiscal year, a bonus for such fiscal year (the “Annual Bonus”) that is equal to the Annual Bonus that such Continuing Employee is entitled to receive under the applicable Company Incentive Plan based on actual level of achievement of the applicable performance criteria for such fiscal year.
