Management Incentive Plans. At or before Closing, Parent shall (i) take all actions necessary to terminate, or cause to be terminated, without cost or Liability to the Company or its Subsidiaries, all Management Incentive Plans and all Liability of the Company and its Subsidiaries thereunder, other than those Management Incentive Plans identified as “stay bonuses” and “success bonuses” on Schedule 3.20(r), which shall remain in full force and effect after the Closing, and (ii) obtain a release of the Company and its Subsidiaries of and from any and all Actions and Liabilities arising out of or relating to the Executive Compensation Agreements from each of the respective executives who is a party to such agreements. The parties acknowledge that the employees of the Company will be eligible to participate following Closing in the incentive plans of ICF, subject to the terms and conditions of such plans. Recognizing that employees of the Company have worked for the Company for a portion of calendar year 2009, the parties agree that notwithstanding anything to the contrary herein, Final Working Capital shall include an accrual in respect to the Management Incentive Plans for calendar year 2009 in an amount equal to $1,127,000 (the “2009 MIP Accrual”).
Management Incentive Plans. 39 Section 6.5 Mutual Cooperation ........................................................... 39
Management Incentive Plans. The Executive shall be a participant in the Company's previously adopted (i) Cash Bonus Plan, to such degree and at such level as approved by the Compensation Committee of the Board of Directors in their sole discretion, except, for purposes of the Company's fiscal year 1997, the Executive shall be guaranteed a minimum cash bonus of $10,000, and (ii) the Management Incentive and Non-Employee Director Stock Plan at a level such that the Executive will be entitled to an award of 3.6% of the shares of stock of the Company subject to award under such plan such that one-third of such award, subject to the provisions of such plan, will vest on June 7, 1997, one-third will vest on June 7, 1998 and the remaining one-third will vest June 7, 1999.
Management Incentive Plans. (a) Key Management Employment Benefits. Purchaser shall provide to the managers listed on Schedule 6.4(a) ("Key Managers") employment benefits similar to those provided by Sellers to such individuals at the date hereof other than those provided under the Lender Retention Program.
(b) Key Management Severance and Termination Plans. Purchaser shall assume the severance and termination plans and protections provided by Sellers described in Schedule 6.4(b) with respect to Key Managers or adopt new severance and termination plans and protections on substantially similar terms.
Management Incentive Plans. 8.2.1 Subject at all times to Clause 12, post Completion, the Investors shall, in good faith, review the management compensation arrangements and incentive scheme(s) or plan(s) of the Group ("Management Incentive Plans") in the context of the status of the Target being an unlisted company post-Completion (including for inclusion of any management team members that do not have a direct or indirect shareholding in the Group post-Completion).
8.2.2 Other than a Management Incentive Plan falling within Paragraph (b) of the Permitted MIP definition or otherwise approved in accordance with Clause 12.2, the Company undertakes, and shall procure that the Target Group procures, that all exit-linked Management Incentive Plans (whether adopted post-Completion or otherwise), shall at all times rank structurally and contractually subordinated to the rights attaching to the Loan Notes and the Preference Shares regarding any priority of payment pursuant to Clause 21.2.
8.2.3 The costs of implementing any management compensation arrangements and incentive scheme(s) shall be borne by the Target Group.
Management Incentive Plans. Simultaneously with, and subsequent to, the Closing, each party hereto shall take all actions necessary to approve the conversion of (i) each share of Brookdale Common Stock issued pursuant to the Brookdale Living Communities Inc. Employee Restricted Stock Plan (the "Employee Stock Plan") into shares of Common Stock in accordance with the terms of the Employee Stock Plan (solely to the extent that such shares of Common Stock are reflected on Schedule 4.6 of the Disclosure Letter) and (ii) each security issued to members of the management of Alterra Healthcare Corporation pursuant to a management incentive plan into shares of Common Stock in accordance with the terms of such plan, such number of shares of Common Stock not to exceed in the aggregate 1.5% of the Common Stock issued and outstanding as of the Closing Date (after giving effect to the consummation of the transactions contemplated by this Agreement) (solely to the extent that such shares of Common Stock are reflected on Schedule 4.6 of the Disclosure Letter).
Management Incentive Plans. On or before April 28, 2006, Parent and FiberNet shall have entered into management incentive plans with Xxx X. XxXxxx and certain other officers identified by the Administrative Agent in writing to the Borrowers prior to April 14, 2006, such management incentive plans to be in form and substance satisfactory to the Administrative Agent and the Majority Lenders.
(g) Section 5.19 of the Credit Agreement is hereby amended by deleting such Section 5.19 in its entirety and substituting therefor the following new Section 5.19:
Management Incentive Plans. The Executive shall be a participant in the Company's previously adopted (i) Cash Bonus Plan, to such degree and at such level as approved by the Compensation Committee of the Board of Directors in their sole discretion, and (ii) the Management Incentive and Non-Employee Director Stock Plan at a level such that the Executive will be entitled to an award of 6.67% of the shares of stock of the Company subject to award under such plan.
Management Incentive Plans. In the event that the SplitCo Election is not made, the New Board will be authorized to implement a management incentive plan (the “Reorganized Parent Management Incentive Plan”) that provides for the issuance of options and/or other equity-based compensation to the management and directors of the reorganized Company. Up to 10% of the Reorganized Parent Common Stock, on a fully diluted basis (the “Reorganized Parent MIP Equity”), shall be reserved for issuance in connection with the Management Incentive Plan, with the actual amount to be reserved as Reorganized Parent MIP Equity to be determined by the New Board. The participants in the Reorganized Parent Management Incentive Plan, the allocations and form of the options and other equity-based compensation to such participants (including the amount of allocations and the timing of the grant of the options and other equity-based compensation), and the terms and conditions of such options and other equity-based compensation (including vesting, exercise prices, base values, hurdles, forfeiture, repurchase rights and transferability) shall be determined by the New Board. Any shares of Reorganized Parent MIP Equity acquired pursuant to the Reorganized Parent Management Incentive Plan shall dilute the shares of Reorganized Parent Common Stock otherwise distributed pursuant to the Plan (including, without limitation, any equity issued with respect to the Reorganized Parent Warrants and the Equity Rights Offering). In the event that the SplitCo Election is made, (a) New RemainCo Board will be authorized to implement a management incentive plan (the “Reorganized RemainCo Management Incentive Plan”) that provides for the issuance of options and/or other equity-based compensation to the management and directors of Reorganized RemainCo and (b) the Reorganized NAM Board will be authorized to implement a management incentive plan (the “Reorganized NAM Management Incentive Plan”) that provides for the issuance of options and/or other equity-based compensation to the management and directors of Reorganized NAM. Up to 10% of the Reorganized RemainCo Common Stock, on a fully diluted basis (the “Reorganized RemainCo MIP Equity”), and up to 10% of the Reorganized NAM Common Stock, on a fully diluted basis (the “Reorganized NAM MIP Equity”) shall be reserved for issuance in connection with the Reorganized RemainCo Management Incentive Plan and the Reorganized NAM Management Incentive Plan, as applicable, with the actual amount...
Management Incentive Plans. Included in Exhibit H are copies of written consents of directors of Parent and Subsidiary, executed prior to the execution of this Agreement, that set forth resolutions, together with the related agreements of all other parties, (a) terminating prior to the date hereof all options, warrants, calls, conversion rights and commitments pursuant to which any person or entity, including without limitation the Selling Stockholders, would otherwise have had any right or potential right to acquire any shares of capital stock of the Company and (b) implementing, conditioned upon and effective as of the Closing, the Management Incentive Plans. Such resolutions have not been revoked or superseded, and neither Parent nor Subsidiary has issued or granted shares of capital stock or any options, warrants, calls, conversion rights or commitments pursuant to which any person or entity, including without limitation the Selling Stockholders, have any right or potential right to acquire any shares of capital stock of Company prior to the Closing or the termination of this Agreement in accordance with its terms.
