Puts and Calls. BAD TERMINATIONS GOOD TERMINATIONS ---------------------------------------------------------------------------------------------------------------- Fired for Quit w/o Fired w/o "
Puts and Calls. Section 5.2 Willx........................................
Puts and Calls. 7.1 Call Option of the Seller For the period of January 1, 1998 to December 31, 2001 UGL, or a party designated by UGL, shall have the right to purchase the Company's shares then held by the Purchaser. The exercise price shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement increased by 20% per annum, compounded annually and calculated for the 42 period between payment of the purchase price by the Purchaser and exercise of the call option by UGL. If UGL wishes to exercise its call option, it shall notify the Purchaser in writing no later than by 12.00 noon on December 31, 2001. If such date is not a date on which banks are open for business in Zurich, the exercise notice shall reach the Purchaser by 12.00 noon on the last business day of 2001. The sale shall be completed within 10 business days of receipt of the exercise notice by the Purchaser and shall take place by the Purchaser delivering its shares in the Company to UGL or its designee against receipt of the exercise price. Each party shall bear its own costs and expenses incurred in connection with the exercise of the call option. Notwithstanding the above, UGL hereby commits not to exercise its call option as long as EIBA's put option against UGL, pursuant to its Shareholders Agreement dated January 17, 1997, has not expired.
7.2 Put Option for the Purchaser For the period of February 1st, 2000 until December 31st, 2001, or immediately if UGL breaches Sec. 8.4, the Purchaser shall have the right to sell its shares in the Company to one of the following parties (in that order of priority): first, to UGL, second, if UGL fails to fulfill its purchase obligation under this Sec. 7.2, within twenty days of notification by the Purchaser, to the Company, and third, if the company fails to fulfill its purchase obligation under this Sec. 7.2 within twenty days of notification by the purchaser, to UHLD. The exercise price for the put option shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement, increased by 12% per annum compounded annually and calculated for the period between the date of purchase by the Purchaser and the date of exercise of the put option by the Purchaser. If the Purchaser wishes to exercise its put option it shall notify the party concerned in writing, indicating that it exercises its put option and the exercise price. The sale shall be completed within 10 business days of receipt of the exercise not...
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. BAD TERMINATIONS GOOD TERMINATIONS --------------------------------------------------------------------------------------------------------------------------------- FIRED FOR QUIT W/O "GOOD FIRED W/O "CAUSE"/QUIT DEATH/DISABILITY "CAUSE" REASON" WITH "GOOD REASON" --------------------------------------------------------------------------------------------------------------------------------- OPTION SHARES Any Option Any Option Shares Any Option Shares can be Called at May put Option Shares to Company at Shares can be can be Called at FMV prior to a Public Offering. FMV prior to a Public Offering. Called at the the lesser of lesser of cost cost or FMV. Any Option Shares may be put to or FMV. the Company at FMV prior to a No put. Public Offering. No put or call subsequent to a No Put. Public Offering. No put or call subsequent to a Public Offering. --------------------------------------------------------------------------------------------------------------------------------- OPTIONS All Options All Options Options shall remain outstanding Options shall remain outstanding terminate terminate without until termination of the Agreement until termination of employment without any any payment. plus 3 months. plus one year. payment. May put Options to the Company at May put Options to Company at the the difference between FMV and the difference between FMV and the exercise price prior to a Public exercise price prior to a Public Offering. Offering.
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. 7.1 Call Option of the Seller For the period of August 1, 1998 to December 31, 2001 UGL, or a party designated by UGL, shall have the right to purchase the Company's shares then held by the Purchaser. The exercise price shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement increased by 15% per annum, compounded annually and calculated for the period between payment of the purchase price by the Purchaser and exercise of the call option by UGL. If UGL wishes to exercise its call option, it shall notify the Purchaser in writing between August 1, 1998 and no later than by 12.00 noon on December 31, 2001. If such date is not a date on which banks are open for business in Zurich and Geneva, the exercise notice shall reach the Purchaser by 12.00 noon on the last business day of 2001. The sale shall be completd within 10 busines days of receipt of the exercise notice by the Purchaser and shall take place by the Purchaser delivering its shares in the Company to UGL or its designee against receipt of the exercise price. Each party shall bear its own costs and expenses incurred in connection with the exercise of the call option, except that UGL will pay all stamp duties related to the exercise of the call option.
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. 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. 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.