Phantom Stock Plan. In addition to the stock options set forth above, the Company agrees to credit Employee with 2,000,000 (two million) shares of stock, with 40% (forty percent) of such shares allocated on January 1, 2009; 30% (thirty percent) allocated on January 1, 2010; and the remaining 30% (thirty percent) allocated on January 1, 2011, as set forth in a separate Phantom Stock Plan. The Company agrees to provide a Phantom Stock Plan to Employee within 30 (thirty) days of the Effective Date. Any stock of the Company that is provided to Employee pursuant to this provision shall be properly registered shares with the United States Securities and Exchange Commission.
Phantom Stock Plan. Prior to the Closing, the board of directors of the Seller, and, as applicable, the boards of directors or other applicable governing bodies of the Company and the Company Subsidiaries shall adopt resolutions providing that, effective as of the Closing, the Phantom Stock Plan shall be terminated, no Award under the Phantom Stock Plan will be subject to a Settlement in Kind (as such capitalized terms are defined in the Phantom Stock Plan), and the participants thereunder shall not have any present or future right to receive any portion of the Aggregate Consideration (except as described in the final sentence of this Section 6.18) nor any right under the Phantom Stock Plan to own or acquire any share capital or other security of the Company or any of its Affiliates. Prior to Closing, Seller shall deliver, or cause to be delivered, to Purchaser such resolutions evidencing the foregoing termination of the Phantom Stock Plan as of Closing. For clarity, if despite the foregoing, any obligations arise under the Phantom Stock Plan and remain outstanding as of or following the Closing, (a) such obligations would be treated as Transaction Expenses, (b) the Purchaser will, within thirty (30) days after Closing, cause the Company or an applicable Company Subsidiary to make payments through
Phantom Stock Plan. The Company shall take all actions necessary to terminate The Reliable Life Insurance Company Phantom Stock Bonus Plan at or prior to the Effective Time so that the Company has no liability following the Effective Time to any participant thereunder.
Phantom Stock Plan. Sellers represent, warrant and covenant that the Company phantom stock plan ("Phantom Stock Plan") will be terminated at or prior to the Effective Closing Date. All benefits and payments owed to any participant of the Phantom Stock Plan will be paid on the Business Day prior to the Effective Closing Date except for any deferred amount which will be accrued as of the Business Day prior to the Effective Closing Date and will be paid by the Acquired Companies promptly thereafter. The Sellers, jointly and severally, guarantee to Buyer that Buyer will have no liability under the Phantom Stock Plan except to the extent that the Acquired Companies will be liable for the amount accrued as of the Business Day prior to the Effective Closing Date, and except that Buyer agrees to loan the Acquired Companies' funds on such Business Day prior to the Effective Closing Date, if necessary, to provide sufficient liquidity to pay said liabilities prior to or after Closing. Such liabilities shall be paid ninety-five percent (95%) on the Business Day prior to the Effective Closing Date and five percent (5%) at such time as the final payment of the Purchase Price is made to Sellers, subject to adjustment as set forth in SECTION 1.7(e). A copy of all documents associated with the Phantom Stock Plan are attached to SCHEDULE 2.15.
Phantom Stock Plan. Buyer shall permit the Acquired Companies to, and shall lend to the Acquired Companies the funds necessary to enable the Acquired Companies to, pay the amount accrued with respect to the Phantom Stock Plan as set forth in SECTION 2.28.
Phantom Stock Plan. Hucks, Dusenbury, Smith, CNB, and Bank acknowledge and agree that this settlement anx xxx releases herein do not alter or affect the rights of Hucks, Dusenbury, or Smith under the terms of the Phantom Stock Plan and Hucks Phantom Stxxx Xgreement, the Dusenbury Phantom Stock Agreement xxx the Phantom Stock Agreement xxxxx December 5, 2000 between Smith and Bank (collectively, the "Phantom Stock Agreements"), exxxxx as specifically modified herein. Hucks, Dusenbury, and Smith shall each retain his rights in any vested benefits in their xxxxective Phantom Stock Agreement as of the date of his termination and cease further vesting of additional benefits as of the date of his termination according to the terms of that Phantom Stock Plan and the Phantom Stock Agreements. Such vested benefits shall accrue interest and shall be paid in accordance with the terms of the Phantom Stock Plan and the Phantom Stock Agreements. Smith, CNB and the Bank acknowledge that Smith is fully vested in thx Xxxntom Stock Plan. Hucks, CNB and the Xxxx acknowledge that Hucks is 90% vested in the Xxxxxom Stock Plan as of the date of thix Xxreement. Dusenbury, CNB and the Bank acknowledge that Dusenbury is 80% vestxx xx xxx Phantom Stock Plan as of the date of xxxx Xxxxement. Dusenbury, Hucks, Smith, CNB and the Bank also acknowledge thax Xxx Xxust performed a valuation of the CNB stock for the purposes of the Conway National Bank Profit-Sharing and Savings Plan and that as xx Xeptember 30, 2006 such valuation was $162.00 per share and that such valuation shall be used to value the CNB stock for the purposes of this Agreement, the Phantom Stock Plan and the Phantom Stock Agreements.
Phantom Stock Plan. The Company's Phantom Stock Plan shall have been terminated and all benefits thereunder canceled or paid, and the Purchaser shall have received a waiver of Section 12 of such plan and a release from any Liability with respect thereto from each of the participants thereunder.
Phantom Stock Plan. The Company has established a Phantom Stock Plan for senior executives and has initially granted phantom stock in an amount equal to five perecent (5%) of the Company's fair market value.
Phantom Stock Plan. The Omega Flex, Inc. 2006 Phantom Stock Plan (the “Phantom Stock Plan”) and any agreement(s) issued in connection therewith will govern all issues regarding any phantom stock units that were awarded to Xxxxxxx under the Phantom Stock Plan, or the status and disposition of any rights Xxxxxxx may have thereunder. Without limitation of the foregoing, Xxxxxxx acknowledges and agrees that (a) as of the Resignation Date, he has no vested phantom stock units under the Phantom Stock Plan, (b) that after the Resignation Date, all awards of phantom stock units granted to him will be forfeited, and (c) after the Resignation Date he will have no rights or interests under the Phantom Stock Plan.
Phantom Stock Plan. Each party hereto that is a participant in the Phantom Stock Plan (a "Participant") hereby agrees, effective as of the Closing, (i) to elect to have all of such Participant's shares of Phantom Stock liquidated in accordance with the terms of the Phantom Stock Plan, (ii) to elect to receive in consideration for the liquidation of such Participant's Phantom Stock an amount in immediately available funds equal to the product of the per share consideration to be paid to the Sellers pursuant to the Stock Purchase Agreement for shares of Common Stock multiplied by the number of units of Phantom Stock awarded to such Participant and (iii) to waive, release and forever discharge any and all claims, causes of action, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs or expenses, whether in law or equity, known or unknown, fixed or contingent, of any nature whatsoever, which such Participant now has or may hereafter discover, without regard to any present actual knowledge on the part of such Participant, directly or indirectly, against the Company and its successors and assigns, to the extent relating to any interest in any Phantom Stock granted, sold, issued or otherwise delivered to Participant by the Company, including pursuant to the Phantom Stock Plan or any Phantom Stock award.
