Pre-Closing Long-Term Incentive Grants Sample Clauses

Pre-Closing Long-Term Incentive Grants. Except as otherwise provided herein, long-term incentive grants made to Executive by Continental which are outstanding immediately prior to the Effective Date shall be subject to the terms of the applicable plan, program and/or grant agreement under which the awards were granted, as modified by the terms of the Merger Agreement. Notwithstanding the foregoing, Executive hereby waives the accelerated vesting and payment of Executive’s restricted stock unit and other long-term incentive awards granted under Continental’s Incentive Plan 2000 or Incentive Plan 2010 and applicable programs thereunder (collectively, “Pre-Merger Awards”) which would otherwise occur by reason of Executive’s eligibility for retirement under the terms of such awards. For purposes of clarification, it is understood that (a) the vesting of the Pre-Merger Awards shall be subject to Executive’s continued employment with the Employers to the date on which the Pre-Merger Awards would otherwise vest absent Executive’s retirement eligibility; provided, however, that the Pre-Merger Awards shall be subject to accelerated vesting and payment upon termination of Executive’s employment pursuant to paragraph 2.2(i) or 2.2(ii) of this Agreement, or without Cause or for Good Reason (as such terms are defined in paragraphs 2.2 and 2.3, respectively, of this Agreement), (b) satisfaction of performance-based conditions relating to the transactions contemplated by the Merger Agreement is not being waived by Executive and such conditions shall be deemed achieved in accordance with the terms of the plans, programs and grant agreements applicable to the Pre-Merger Awards and (c) with respect to those long-term incentive grants constituting part of the Pre-Merger Awards the payment of which is determined, in whole or in part, by a grantee’s salary at the end of the performance period, Executive acknowledges and agrees that payment will instead be based on Executive’s base salary as in effect immediately prior to the Effective Date.
Sample 1
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Related to Pre-Closing Long-Term Incentive Grants

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Long-Term Incentive Plans During the Employment Period, the Executive shall be eligible to participate in the ongoing equity and other long-term awards and programs of the Company as determined in the sole discretion of the Board or a committee thereof.

  • Long-Term Incentive The Company shall provide Employee an opportunity to participate in the Company’s applicable long term incentive plan as it may or may not exist from time to time.

  • Long-Term Incentives The Company shall provide the Executive the opportunity to earn long-term incentive awards under the current equity and cash based plans and programs or replacements therefor at a level commensurate with the current aggregate opportunity being provided to the Executive.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Long Term Incentive Plan The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve.

  • Long-term Incentive Compensation Programs During the Employment Period, the Executive shall participate in all long-term incentive compensation programs (including, without limitation, programs providing for the grant of stock options and other equity-based awards) for key executives at a level that is commensurate with the Executive's participation in such plans immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to the Executive or other similarly situated officers at any time thereafter.

  • Long-Term Incentive Programs The Executive shall be eligible to participate in the Company's long-term incentive compensation programs (including stock options and stock grants).

  • Long-Term Incentive Program During the Term, the Employee shall participate in all long-term incentive plans and programs of the Group that are applicable to its senior executives in accordance with their terms and in a manner consistent with his position with the Company.

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