Management Incentives. The Executive shall be eligible to participate in the Company’s Stock Incentive Plan, which shall provide that the management of the Company as a group shall have the right to earn shares of the Company’s common stock equal to an additional 7.5% ownership of the Company, based upon performance and incentive accomplishments set forth therein.
Management Incentives. Promptly following the date of this Agreement, the Board of Directors of JVCO shall meet to develop a plan to provide equity incentives to certain individuals (some designated by the CMH Directors and some designated by the FSPV Directors) who will serve the JV, which equity incentives may include grants of phantom or actual equity interests in the JV and which will vest (i) only upon an initial public offering of JVCO or any successor (which shall include a listing of interests of JVCO on the Hong Kong, 34 Shanghai or similar Stock Exchange, any U.S. national securities exchange or any similar listing); a merger, consolidation, stock sale or similar transaction resulting in a change in control; or a sale of substantially all of the assets of the JV and (ii) provided that such person was employed by or provided services to the JV at least one year prior to the first closing of such offering or sale event. The grants will be payable in the form of restricted stock or cash as agreed by the parties in advance.
Management Incentives. The Buyer will offer existing MFI management employment agreements and up to 15% of the equity of the Buyer, such equity to be offered in the form of options with 5% vesting over time with no performance minimums, 5% vesting over time with performance criteria based on the "management case", and up to 5% for value obtained in excess of the "management case." All of the management options will be subject to customary antidilution adjustment provisions.
Management Incentives. Terms of Management Options and employment agreements to be provided for in the Plan subject to prior approval by two-thirds in amount of the Committed Noteholders and New Investors. 3 Reorganized ONCO will be a public company and intends to seek listing of the New Common Stock and the New Convertible Preferred Stock on NASDAQ or NYSE. This Registration Rights Agreement (this “Agreement”), dated as of , 2004, is entered into by and among Oglebay Norton Company, an Ohio corporation (the “Company”) and the holders of Subordinated Notes (as defined herein) signatories hereto (each, a “Noteholder” and, collectively, the “Noteholders”) and certain third party accredited investors signatory hereto (the “Third Party Investors” and, together with the Noteholders, the “Subscribers”).
Management Incentives. 19 Stichting matters
Management Incentives. The Members hereby agree to grant “profits interests” to the executive management team of the Company and its subsidiaries in the form of Class B Units. The aggregate grant of profits interests and other equity incentives to the executive management team of the Company and its subsidiaries shall not exceed 5% of the fully-diluted Interests. Class B Units granted to Class B Members shall be subject to the following terms and conditions:
(a) Each Class B Unit granted as of the date hereof and any additional Class B Units, whenever granted, will be eligible to receive Distributions with respect to such Unit to the extent provided in Section 5.5, subject to any limitations and restrictions (including without limitation vesting and forfeiture provisions) set forth below. The Class B Units have been granted in exchange for services provided or to be provided to the Company and its subsidiaries, and the intent of this Section 4.7 and Section 5.5 is to ensure that all Class B Units issued qualify as “profits interests” under Revenue Procedure 93-27, I.R.B. 1993-24, June 9, 1993 and Revenue Procedure 2001-43, I.R.B. 2001-34, August 2, 2001, and this Agreement shall be interpreted and applied consistently therewith. Each recipient of a Class B Unit (whether issued on or after the date hereof) agrees to timely and properly make an election under Section 83(b) of the Code with respect to each Class B Unit received and to provide the Company with a copy of such election at the time of filing. The Board of Managers is hereby authorized to cause the Company to make an election to value any Class B Units issued to a Member as compensation for services to the Company (the “Compensatory Interest”) at liquidation value (the “Safe Harbor Election”), as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to Proposed Regulations Section 1.83-3(l) and IRS Notice 2005-43 (collectively, the “Proposed Rules”), provided that such final successor rules are substantially similar to the Proposed Rules or the Board of Managers decides, in its sole discretion, that such Safe Harbor Election is appropriate. The Board of Managers shall cause the Company to make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor Election. The Board of Managers is hereby authorized and empowered, without ...
Management Incentives. (a) the Subscribers will procure that the Brand Companies pay $4 million of management incentives that will be owing to management as a result of the change of control of the Brand Companies, as notified by CBI to the Subscriber prior to the date of this agreement;
(b) the parties will consult with each other with respect to management incentive programs and the Subscribers and CBI will each contribute up to $500,000 in support of such programs.
Management Incentives. Terms of Management Options and employment agreements to be provided for in the Plan subject to prior approval by two-thirds in amount of the Committed Noteholders and New Investors.
Management Incentives. The Compensation Committee of the Board intends to adopt a return-on-invested-capital performance hurdle to the Company’s management incentive program, and will evaluate the implementation of this modification in good faith.
Management Incentives. All necessary actions have been taken by Parent and Merrill Corporation to provide the members of Company management an aggregate pool of options to purchase 250,000 shares of common stock of Merrill Corporation pursuant to its 1999 Stock Option Plan, as amended, in accordance with the terms set forth in the letter agreement dated the date hereof between Merrill Corporation and the Company (the "Merrill Options").
