Company Plans Sample Clauses
Company Plans. Section 1.11(a)................ 6 Company................................Preamble....................... 1
Company Plans. Section 1.11(a).......... 6
Company Plans. (a) The Company shall, effective as of the earlier of (i) Effective Time or (ii) the expiration date of the Offer (if at such time the Shares tendered and not withdrawn pursuant to the Offer equal 80% or more) (such earlier date referred to herein as the "Acceleration Time") cause each outstanding employee stock option to purchase Shares (an "Employee Option") granted under the Company's 1992 Stock Option Plan and the Company's Equity Compensation Plan (the "Employee Option Plans") and each outstanding non-employee director option to purchase Shares ("Director Options" and, collectively with Employee Options, "Options") granted under the Company's Stock Option Plan for Non-Employee Directors (together with the Employee Option Plans, the "Option Plans"), whether or not then exercisable or vested, to become fully exercisable and vested. Concurrently with the execution hereof, the Company has evidenced to the Purchaser the agreement of each optionee under the Option Plans to the cancellation of all outstanding Options as of the Acceleration Time, in consideration for which (except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree), at the Acceleration Time, Parent will cause the Company (or, at Parent's option, the Purchaser and, in the event the Company is unable to do so, the Purchaser (which obligation of the Purchaser Parent agrees to fund on a timely basis)) to pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Option and (B) the number of Shares previously subject to the Option immediately prior to its cancellation (such payment to be net of withholding taxes). Cancellation of Options having an exercise price equal to or in excess of the Offer Price shall be for a consideration not in excess of $100 per optionee.
(b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Option Plans shall terminate as of the Acceleration Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries shall be deleted as of the Acceleration Time and no holder of options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporatio...
Company Plans. The Executive shall be entitled to perquisites and benefits established by the Company, from time to time, for management of the Company (including, without limitation, health and dental insurance, disability insurance, participation in the Company's 401(k) and deferred compensation plans), subject to the policies and procedures of the Company of general applicability in effect, from time to time, regarding participation in such benefits.
Company Plans. Except as otherwise contemplated by this Agreement, ------------- the Company Plans (as defined in Exhibit 2) described on Exhibits Exhibit 4.9 in effect at the date of this Agreement will remain in effect unless otherwise determined by the Parent after the Effective Time.
Company Plans. Executive shall be entitled to participate in such employee benefit plans and programs as Company may from time to time generally offer or provide to senior executive officers of Company, including medical and retirement plans. Nothing in the foregoing shall limit or restrict Company’s discretion to amend, revise or terminate any benefit or plan without notice to or consent of Executive.
Company Plans. During the Employment Period, Executive shall be entitled to participate in and enjoy the benefits of (i) the Company Health Insurance Plan, (ii) the Company 401(k) Savings Plan, (iii) the Company Supplemental Deferred Compensation ("SUDCOMP") Plan, and (iv) any health, life, disability, retirement, pension, group insurance, or other similar plan or plans which may be in effect or instituted by the Company for the benefit of executives generally, upon such terms as may be therein provided. A summary of such benefits as in effect on the date hereof has been provided to Executive, the receipt of which is hereby acknowledged.
Company Plans. (a) On the expiration date of the Offer, immediately prior to the acceptance for payment of Shares pursuant to the Offer, each outstanding employee stock option to purchase Shares (a "Company Option") granted under the 1991 Stock Option Plan and the 1989 Non-qualified Stock Option Plan (collectively, "Option Plans"), shall be surrendered to the Company and shall be forthwith cancelled and the Company shall pay to each holder of a Company Option, by check, an amount equal to (i) the product of the number of the Shares which are issuable upon exercise of such Company Option, multiplied by the Offer Price, less (ii) the aggregate exercise price of such Company Option. Prior to the Closing, the Company shall use its best efforts to take all actions (including, without limitation, soliciting any necessary consents from the holders of the Company Options) required to effect the matters set forth in this Section 2.4, including the surrender, cancellation and payment in consideration for the Company Options described in this Section 2.4(a). The Company shall withhold all income or other taxes as required under applicable law prior to distribution of the cash amount received under this Section 2.4(a) to the holders of Company Options.
(b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Company's Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its Subsidiaries shall be deleted as of the Effective Time and no holder of Company Options or any participant in the Option Plans or any other plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.
Company Plans. (a) Section 2.23(a) of the Disclosure Schedule sets forth an accurate and complete list of all Company Plans applicable to current Service Providers.
(b) The Company has made available to Purchaser an accurate and complete copy of (i) each writing that sets forth the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies of the Company, (iii) a written description of any Company Plan that is not otherwise in writing, (iv) all registration statements filed with respect to any Company Plan, (v) all insurance policies purchased by or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) with respect to any Company Plan that is a pension plan, whether registered or unregistered as those terms are defined in the UK Finance Act of 2004, all communications with UK Inland Revenue regarding the tax status of any Company Plan.
(c) Neither the Company nor any ERISA Affiliate has ever established, maintained or contributed to, or had an obligation to maintain or contribute to, any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or (ii) self-insured plan (including any plan pursuant to which a stop loss policy or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such Service Providers’ retirement or other termination of service.
(d) Each Company Plan is and at all times has been maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case in accordance with the terms of such Company Plan and in compliance with all applicable Law. Each Company Plan in which a U.S. Taxpayer participates that...
Company Plans. Employee shall be eligible to participate, on terms no less favorable than those afforded to other executives of the Company, in any incentive compensation plan that may hereafter be adopted by the Company for its executives and management employees from time to time. Such participation shall be subject to the terms of the applicable plans, generally applicable policies of the Company, applicable law and the discretion of the Board of Directors. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time.