Puts and Calls. BAD TERMINATIONS GOOD TERMINATIONS --------------------------------------------------------------------------------------------------------------------------------- FIRED FOR QUIT W/O FIRED W/O "CAUSE"/ QUIT DEATH/DISABILITY "CAUSE" "
Puts and Calls. The Executive and Company hereby agree to the terms and conditions of certain “put” and “call” rights set forth on Attachment C hereto.
Puts and Calls. To ensure the availability of continued ownership participation to future key employees, the Company has options to repurchase ("Calls") certain equity interests in Affiliates owned by partners or members. The options were exercisable beginning in 1998. In addition, Affiliate management owners have options ("Puts"), exercisable beginning in the year 2000, which require the Company to purchase certain portions of their equity interests at staged intervals. The Company is also obligated to purchase ("Purchase") such equity interests in Affiliates upon death, disability or termination of employment. All of the Puts and Purchases would take place based on a multiple of the respective Affiliate's Owners' Allocation but using reduced multiples for terminations for cause or for voluntary terminations occurring prior to agreed upon dates, all as defined in the general partnership, limited partnership or limited liability company agreements of the Affiliates. Resulting payments made to former owners of acquired Affiliates are accounted for as adjustments to the purchase price for such Affiliates. Payments made to equity holders who have been awarded equity interests in connection with their employment are accrued, net of estimated forfeitures, over the service period as equity-based compensation. The Company's contingent obligations under the Put and Purchase arrangements at December 31, 1998 ranged from $11.0 million on the one hand, assuming all such obligations occur due to early resignations or terminations for cause, and $227.5 million on the other hand, assuming all such obligations occur due to death, disability or terminations without cause. The Put and Purchase amounts above were calculated based upon $32.0 million of average annual historical Owners' Allocation. Assuming the closing of all such Put and Purchase transactions, AMG would own all the prospective Owners' Allocations.
Puts and Calls. Somewhat more rare is a provision giving a shareholder the ability to require the company or another shareholder to buy that shareholder’s stock, or allowing the company and certain shareholders the ability Continued on next page
Puts and Calls. The Company and each Management Investor (which term, for purpose of this Section 5.2, shall include all Permitted Transferees thereof as the context may require) shall be subject to the following purchase and sale obligations and rights:
(a) Subject to Section 5.2(c), upon any termination of employment of a Management Investor by reason of:
(i) death or permanent disability,
(ii) retirement from the Company and its subsidiaries at age 62 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or any subsidiary for at least three years after the Closing Date ("Normal Retirement"), or
(iii) involuntary termination from the Company and its subsidiaries without Cause or voluntary termination from the Company and its subsidiaries for Good Reason, the Management Investor and his Permitted Transferees or his or their representative shall be entitled for a period of 120 days following the effective date of such termination of employment to exercise a put (any such put, a "Put") to the Company of all of the Stock and Vested Stock Rights of such Management Investor or Permitted Transferees by requiring the Company to (A) purchase such Stock at a price per share (the "Put Price") equal to (i) if such purchase is consummated prior to the second anniversary of the Closing Date, the Book Value or (ii) if such purchase is consummated on or after the second anniversary of the Closing Date, the Fair Market Value and (B) purchase such Vested Stock Rights at a price (the "Option Put Price") equal to the excess of (x) the product of the Put Price multiplied by the number of shares to be received upon exercise of the Vested Stock Rights over (y) the aggregate exercise price of those shares. A Put shall be exercised by delivery of written notice to the Company. The purchase shall be consummated within 30 days after receipt of such notice by the Company.
(i) Subject to Section 5.2(c), upon the termination of employment of any Management Investor for any reason, including, without limitation, death or permanent disability, and provided such Management Investor or his Permitted Transferee shall not have previously exercised a Put pursuant to Section 5.2(a), the Company shall be entitled for a period of one year after the effective date of such termination of employment to exercise a call (any such call, a "Call") on all of the shares of Stock and all Vested Stock Rights owned by such Management Investor and...
Puts and Calls. The options (and the underlying shares) acquired pursuant to an Exchange Agreement would be subject to puts and calls upon termination of employment, the specifics of which will be discussed by the parties. Board Seats WH would have one board seat unless the board has 11 or more directors in which case WH would have an additional board seat. WH/MH would have the right to designate a member of their family to serve on the board in WH's place. The family may designate non-family member(s) to represent them on the board, the identity of whom would be subject to Xxxxx'x consent, such consent not to be unreasonably withheld. Any such non-family board member would receive the same director's fee being paid to other outside directors. The board seat would not be transferable outside of the WH/MH family, subject to the right of designation described above. J-PE would have one board seat, so long as he is CEO. Xxxxx would have the right to designate the remaining directors which would constitute a majority of the board of directors. Veto Right WH would have a veto on affiliate transactions, except for (1) Xxxxx fees as described below and (2) payments pursuant to the financial advisory agreement described below. This veto right would only be exercisable by WH, or in the event that WH is no longer a director, a family member, if any, who is serving on the board. If there are no family members on the board, then affiliate transactions would be reviewed by the disinterested board. Xxxxx Fees Xxxxx will receive an up front fee of $4,950,000 and annual fee of $495,000 pursuant to a financial advisory agreement between Xxxxx and the Company. Xxxxx will also receive a customary exit fee, consistent with their past practices that will be negotiated with the Company at that time. WH would participate pro rata in the exit fee based on stock ownership at the time of exit, but capped at 15% for WH. WH's Rights WH to receive an annual director's fee of $100,000. The fee would be payable to WH or a designated family member serving on the board. WH to continue benefits under SERP ($157,500 per year with acceleration as a result of the transaction so that payments would commence beginning the month in which the closing occurs). Employment Agreements Existing employment agreements, except as otherwise mutually agreed upon. Minority Shareholder No charter amendments that would disproportionately Protections affect roll-over shareholders. Others, if any, to be discussed. Management O...
Puts and Calls. Within fifteen days after the date hereof, TeleNova -------------- and ITXC shall enter into an amendment to this Agreement that shall provide for a series of puts and calls to apply in the event that (i) ITXC effects an initial public offering, (ii) ITXC is acquired, (iii) either TeleNova or ITXC effects a Territory Non-Exclusive Arrangement pursuant to Section 14 hereof or (iv) an impasse develops. Such amendment shall be consistent with each of the provisions of the Exit Clause Outline annexed hereto as Exhibit H and shall acknowledge that to the extent that TeleNova acquires stock pursuant to such puts and calls, such stock generally will not be registered under any applicable securities law. In the event that TeleNova and ITXC are unable to agree upon the text of such amendment within such fifteen day period, then either such Party shall have the right to terminate this Agreement and the License Agreement without liability upon notice to each of the Parties.
Puts and Calls. (a) In the event this Agreement is terminated by Empire, SYN shall have a call right to purchase Empire's shares of common stock of SYN at a price equal to 100% of fair market value, determined by appraisal, and Empire shall have a put right to sell to SYN Empire's shares of common stock of SYN at a price equal to 90% of fair market value, determined by appraisal, provided that, in case of a put by Empire, SYN has adequate liquidity, as reasonably determined by its Board, to make such purchase.
(b) In the event this Agreement is terminated by SYN, SYN shall have a call right to purchase Empire's shares of common stock of SYN at a price equal to 110% of fair market value, determined by appraisal, and Empire shall have a put right to sell to SYN Empire's shares of common stock of SYN at a price equal to 100% of fair market value, determined by appraisal, provided that in the case of a put by Empire, SYN has adequate liquidity, as reasonably determined by its Board, to make such purchase.
(c) For these purposes, fair market value of the shares of common stock of SYN to be sold and purchased shall be determined by an appraiser or investment banker selected as provided in Section 1.04(a)(ii) of the Stock Agreement, with the appraisal made in accordance with such Section.
Puts and Calls. 7
(a) The Management Put....................................................................................7 (b) The Company Call on Management Securities.............................................................8
(c) The Xxxxx, Xxxxx Entities and Xxxxx Family Entities Put...............................................8 (d) The Purchase Price....................................................................................8 (e) Determination of the Purchase Price for the Management Put or Management Call.........................9 (f) Determination of the Purchase Price for the Xxxxx Put................................................10 (g) Closing of Purchases.................................................................................10
Puts and Calls. (a) Westaim shall be irrevocably entitled to deliver to the Executive, at any time during the Call Period, a Put-Call Notice requiring the Executive to sell to Westaim all but not less than all of the Outstanding Option Rights and/or all or such portion of the Optioned Shares held by the Executive as may be specified in such Put-Call Notice and, upon receipt of such Put-Call Notice, the Executive shall sell to Westaim that number of the Outstanding Option Rights and/or Optioned Shares described in such Put-Call Notice upon the terms and conditions set out in section 9(c) of this Agreement. As a condition precedent to Westaim delivering a Put-Call Notice to the Executive in circumstances where there are Outstanding Option Rights of the Executive which Westaim intends to purchase pursuant to such Put-Call Notice, Westaim shall, at least 3 business days prior to delivering such Put-Call Notice (the “3 Day Period”), deliver to the Executive a preliminary Put-Call Notice (the “Preliminary Put-Call Notice”) specifying therein that Westaim will be delivering at the end of the 3 Day Period a Put-Call Notice to the Executive which will, at a minimum, require the Executive to sell to Westaim all but not less than all of the Outstanding Option Rights held by the Executive at such time. Upon receipt of such Preliminary Put-Call Notice, the Executive shall be entitled during the 3 Day Period to fully exercise the Option (notwithstanding section 3) with respect to all Outstanding Option Rights. The Optioned Shares acquired by the Executive as a result of exercising such Outstanding Option Rights shall be included in the Optioned Shares which Westaim requires the Executive to sell to Westaim pursuant to the Put-Call Notice. The call right described in this section 9(a) shall be assignable without restriction by Westaim.
(b) The Executive shall be irrevocably entitled to deliver to the Corporation, at any time during the Put Period, a Put-Call Notice requiring the Corporation to purchase all or any portion of the Optioned Shares held by the Executive and, upon receipt of such Put-Call Notice, the Corporation shall purchase that number of the Optioned Shares described in such Put-Call Notice upon the terms and conditions set out in section 9(c) of this Agreement.
(c) The sale of the Outstanding Option Rights and/or Optioned Shares pursuant to section 9(a) and the sale of the Optioned Shares pursuant to section 9(b) of this Agreement shall be governed by the following terms...
