Other Compensation Arrangements. (a) Except as disclosed in the Company SEC Documents or in Section 3.11(a) of the Disclosure Schedule, and except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 180 calendar days notice or less and involving the payment of more than $150,000 per annum, (ii) agreement with any executive officer of the Company or any of the Subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 per year, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Railtex Inc), Agreement and Plan of Merger (Railamerica Inc /De)
Other Compensation Arrangements. (a) Except as disclosed in the Company SEC Documents or in Section 3.11(a) on Schedule 4.11 of the Company Disclosure Schedule, and or except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is not a party to any oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less (except for third party agreements for the development of, and assignment to, the Company of Intellectual Property in the ordinary course of business) and involving the payment of more than $150,000 30,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, Agreement or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 30,000 per year, annum or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Agreement, other than as contemplated by Section 3.01(d), or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Purdue Acquisition Corp), Agreement and Plan of Merger (Cocensys Inc)
Other Compensation Arrangements. (a) Except as disclosed in the Company SEC Documents or in Section 3.11(a) 3.11 of the Disclosure Schedule, and except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less and involving the payment of more than $150,000 100,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries its subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 100,000 per year, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc)
Other Compensation Arrangements. (a) Except as disclosed in the Company SEC Documents or in Section 3.11(a) 3.11 of the Disclosure Schedule, and except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less and involving the payment of more than $150,000 100,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries its subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 100,000 per year, or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. SECTION 3.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Winsloew Furniture Inc)
Other Compensation Arrangements. (a) Except as disclosed in the Company SEC Documents on Schedule 4.11, or in Section 3.11(a) of the Disclosure Schedule, and except as provided in this the Agreement, as of the date of this the Agreement, neither the Company nor any of the Subsidiaries its subsidiaries is a party to any binding oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less and involving the payment of more than $150,000 50,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries its subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, the Agreement or (y) providing any term of employment or compensation guarantee extending for a period longer than two years one year or the payment of more than $150,000 100,000 per year, annum or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this the Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this the Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services Inc)
Other Compensation Arrangements. (a) Except as disclosed in the Company Filed SEC Documents or in Section 3.11(a) of the Disclosure Scheduleon Schedule 4.11, and or except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less (except for third party agreements for the development of, and assignment to, the Company of Intellectual Property in the ordinary course of business) and involving the payment of more than $150,000 100,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries its subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, Agreement or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 100,000 per year, annum or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atc Group Services Inc /De/)
Other Compensation Arrangements. (a) Except as disclosed in the Company SEC Documents or in Section 3.11(a) 4.11 of the Disclosure Schedule, and except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less and involving the payment of more than $150,000 100,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries its subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, Agreement or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 100,000 per year, year or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco International LTD)
Other Compensation Arrangements. (a) Except as disclosed in the Company Filed SEC Documents or in Section 3.11(a) of the Disclosure Scheduleon Schedule 4.11, and or except as provided in this Agreement, as of the date of this Agreement, neither the Company nor any of the Subsidiaries its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on 180 not more than 60 calendar days notice or less (except for third party agreements for the development of, and assignment to, the Company of Intellectual Property in the ordinary course of business) and involving the payment of more than $150,000 100,000 per annum, (ii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries its subsidiaries (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, Agreement or (y) providing any term of employment or compensation guarantee extending for a period longer than two years or the payment of more than $150,000 100,000 per year, annum or (iii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Section 4.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (WPG Corporate Development Associates v Lp)