Equity Arrangements. On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
Equity Arrangements. (i) Executive shall participate during each calendar year during the Term commencing with fiscal year 1999, in the Parent's stock and performance incentive plans (or such plans of the Parent's affiliates maintained for the benefit of other officers of Parent) on the same basis as is made available to other executives of the Parent; it being understood that Executive's entitlement to performance based compensation in respect of fiscal years 1996, 1997 and 1998 shall be as set forth in Section 4.1(c)(iii)(2) and (3) below.
(ii) Executive and the Parent hereby acknowledge and agree that the Deferred Stock award with respect to 15,868 shares of DC's common stock granted to Executive under the DC 1994 Stock Incentive Plan (the "DC Incentive Plan") in connection with DC's initial public offering which will not have vested prior to the Effective Date shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into shares of common stock of Parent pursuant to the Merger Agreement.
(iii) Executive and Parent hereby acknowledge and agree that with respect to the Long-Term Incentive Deferred Stock award relating to 533,000 shares of DC's common stock previously granted to Executive under the DC Incentive Plan, of which 35,534 shares have previously vested and been issued:
(1) an aggregate of 97,616 shares of DC common stock, (relating to 1994 and 1995 fiscal year performance) shall be deemed fully vested immediately prior to the Effective Date, such shares to be converted into shares of common stock of Parent pursuant to the Merger Agreement; PROVIDED that if Executive determines that such vesting would result in the imposition of any excise tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended, at Executive's request, Parent will provide that such shares will be deemed to vest over a period of time, as agreed by Parent and Executive, in consideration of Executive's future performance of services so as to avoid the imposition of any such excise tax by the Executive;
(2) 106,600 shares of DC common stock (relating to 1996 fiscal year performance), subject to conversion into shares of common stock of Parent pursuant to the Merger Agreement, will no longer be subject to vesting on the basis of performance but will vest, subject to Executive's continued employment with the Parent, in equal 1/3 portions on each of the first, second and third anniversaries of the Effective Date; and
(3) the remaining 293,...
Equity Arrangements. Subject to the Board’s approval, the Company may from time to time grant equity awards to the Director including, without limitation, non-qualified stock options to purchase shares of common stock of the Company. The terms and conditions of any such awards shall be as specified in a “Notice of Grant of Non-Qualified Stock Option Award to Non-Employee Director” substantially in the form attached hereto as Exhibit A or in such other form agreement as approved by the Board.
Equity Arrangements. [Intentionally Omitted]
Equity Arrangements. On the Effective Date, the Executive is acquiring equity securities of Holding on the terms and conditions set forth in (i) the terms of the Holding stock incentive plan adopted on June 30, 2003 (as amended from time to time, the “Stock Incentive Plan”), (ii) a restricted stock subscription agreement to be entered into by the Executive and Holding, (iii) the stockholders’ agreement (as amended from time to time, the “Stockholders Agreement”) entered into on June 30, 2003 by Citigroup Venture Capital Equity Partners, L.P., a limited partnership organized under the laws of Delaware (“CVC”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws xx Xxxxxxx, Xxxxxx (“OTPP”), and certain other stockholders and (iv) a registration rights agreement entered into on June 30, 2003 by Holding, CVC, OTPP, and certain stockholders of Holding, as it may be amended from time to time. Copies of such agreements have been provided to the Executive.
Equity Arrangements. On the Commencement Date, Holdings will grant to Executive the right and option (the “Option”) to purchase, on the terms and conditions set forth in Holdings’ 2007 Equity Incentive Plan (the “Option Plan”) and the related option award agreement and provided such purchase is effected in accordance with any applicable requirements under the M&A, all or any part of 2,178,500 ordinary shares of Holdings, subject to adjustment as set forth in the Option Plan.
Equity Arrangements. You will continue to be eligible to participate in and receive grants in any stock option agreement and restricted stock agreement or other equity-based or equity related compensation agreement, programs or agreements of the Company, as determined by the Board.
Equity Arrangements. Exhibit A attached hereto describes certain equity awards granted to Executive in connection with the execution of the Original Agreement.
Equity Arrangements. Enter into any agreement, understanding or arrangement with respect to the sale, voting, registration or repurchase of shares of its capital stock except for any such transaction which is between the Company and any of its wholly owned Subsidiaries or between any such wholly owned Subsidiaries of the Company or pursuant to Contracts set forth on Section 5.1(n) of the Company Disclosure Schedule;
Equity Arrangements. During the month of January in each of the years 2003 and 2004, Executive shall receive a grant of options to purchase 25,000 shares of Company common stock at an exercise price per share equal to Fair Market Value (as defined in the Plan) on the date of grant (the "Annual Options"). Subject to Executive's continued employment with the Company, such Annual Options will vest in equal installments on each of the first three anniversaries of the date of grant, and will become fully vested upon the occurrence of a Change in Control of the Company. Other terms and conditions of the Annual Options shall be as set forth herein, in the Plan and an option agreement between the Company and Executive. If the Company should, prior to any Annual Option grant, be involved in any merger, reorganization, stock split or spinoff or other similar event, the number of shares subject to the Annual Options yet to be granted, as provided above, shall be adjusted on a pro rata basis.
