Equity Based Plans. Executive shall be eligible to participate in the applicable equity-based compensation plans for officers and key employees of PacifiCare Health Systems, Inc., as may be amended modified or replaced, from time to time, in accordance with the terms and conditions set forth herein and therein including eligibility for both stock options and restricted share awards.
Equity Based Plans. The Nomination and Remuneration Committee will: • review and report upon the design of all equity-based plans; • ensure that payment of equity-based executive remuneration is made in accordance with thresholds approved by shareholders; • continually review all plans under review in light of legislative, regulatory and market developments; • for each equity-based plan, recommend to the Board whether awards should be made under that plan; • review and recommend proposed awards under each plan; • in addition to considering awards to executive directors and ”Chief” level executives, review and recommend proposed awards under each plan on an individual basis for executives as required under the rules governing each plan or as determined by the Nomination and Remuneration Committee; and • review and make recommendations about performance criteria for each equity-based plan.
Equity Based Plans. The Nomination and Remuneration Committee will:
Equity Based Plans. Prior to the Effective Time, the Company shall take all actions necessary to ensure that after the Effective Time, neither the Company nor any of its Subsidiaries is bound by any Company Warrant or other equity-based right that would entitle any Person, other than Parent or its Affiliates, to beneficially own, or receive any payments other than as contemplated by this Agreement in respect of, any membership interest of the Company, the Surviving Company or any of their Subsidiaries; provided, that such actions may be expressly conditioned upon the consummation of the transactions contemplated hereby.
Equity Based Plans. 39 ERISA..................................................................... 17
Equity Based Plans. As of the Closing Date, Seller shall cause each Active Employee's participation under the Kimberly-Clark Corporation 1992 Equity Participation Plan (thx "Xxxxxx Xxrticipation Plan") and the Kimberly-Clark Corporation Global Stock Option Plan to termixxxx, xxx xx the extent outstanding awards are or become vested in connection with the transaction contemplated in this Agreement, such awards shall be exercisable (or payable in the case of Participation Share awards under the Equity Participation Plan) subject to and in accordance with the applicable terms of each such plan and the administrative rules thereunder as in effect on the date hereof, copies of which have been provided to Buyer. The transaction contemplated by this Agreement shall constitute a "layoff" under the Kimberly-Clark Corporation Global Stock Option Plan Committee Xxxxx, xx xx effect on the date hereof, a copy of which has been provided to Buyer.
Equity Based Plans. At the Effective Time, all unexercised and unexpired options to purchase TMW Common Stock, shares of restricted stock or other equity-based awards (collectively, the “TMW Awards”) then outstanding under TMW’s 1992 Non-Employee Director Stock Option Plan, 1996 Long-Term Incentive Plan or 2004 Long-Term Incentive Plan or other rights to acquire TMW Common Stock under TMW’s 401(k) Savings Plan or the TMW Employee Stock Discount Plan, as each is amended and in effect (collectively, the “TMW Plans”), whether or not then exercisable or vested, shall be assumed by TBI. Each TMW Award shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable TMW Plan and related agreement evidencing the TMW Award, except that appropriate changes shall be made to the TMW Plans and the TMW Awards to reflect the assumption, including that all references to TMW shall be to TBI and all references to TMW Common Stock shall be to TBI Common Stock and the right to receive TMW Common Stock under such TMW Awards shall become the right to receive shares of TBI Common Stock on a one-for-one basis.
Equity Based Plans
