Directors' Pensions. Subject to the Act, the Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director or former Director who had held any other salaried office or place of profit with the Company or to his widow or dependants or relations or connections and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
Directors' Pensions. The Purchaser agrees that, upon acceptance by the Purchaser for payment of Shares pursuant to the Offer, the Company shall pay to each non-employee director of the Company, in full satisfaction of such director's rights under the Non-Employee Directors Retirement Plan, an amount equal to the retirement benefit earned by such director under such Plan, as previously disclosed to the Purchaser in the Disclosure Letter. 6.6
Directors' Pensions. Upon Furox'x xcceptance for payment of Shares pursuant to the Offer, the Company will pay to each of its non-employee directors, in full satisfaction of such director's rights under the Company's Non-Employee Directors Retirement Plan, an amount equal to the retirement benefit earned by such director under such Plan. The aggregate amount of such payments is approximately $126,000. Expenses. Except as provided below, all fees and expenses incurred in connection with the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated. The Company must promptly (in no event later than five business days) pay to Furon a break-up fee equal to $7,965,074: (i) at the time of termination if the Merger Agreement is terminated because (a) the Company enters into a definitive agreement relating to any Acquisition Transaction as described above or (b) takes a Permitted Superior Takeover Action; or (ii) at the time an Acquisition Transaction is consummated if any person or group (as defined in Section 13(d)(3) of the Exchange Act) (other than Purchaser, Furon or any of its or their affiliates) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of at least 20% of any class or series of the Company's capital stock (including the Shares) after November 12, 1996 and prior to its termination (except if the Merger Agreement is terminated by Furon because the Company provided information to a third party as described above) and within one year after the acquisition of such beneficial ownership the Company consummates such Acquisition Transaction with one or more such persons; or (iii) at the time an Acquisition Transaction is consummated if any one or more persons makes, directly or indirectly, any proposal respecting such Acquisition Transaction to the Company or the Shareholders after the date of the Merger Agreement and prior to its termination (except if the Merger Agreement is terminated by Furon because the Company provided information to a third party as described above) and the Company and within one year of the making of the acquisition proposal, the Company consummates such Acquisition Transaction with any such person. Officers' and Directors' Insurance; Indemnification. Furon will cause the Surviving Corporation to (i) purchase and maintain a directors' and officers' insurance and indemnification policy substant...
