Rule 14d-10. Prior to the Acceptance Time, the Compensation Committee of the Company Board (the “Compensation Committee”) will take such steps as are required to cause each employment compensation, severance or other employee benefit arrangement, including all Company Benefit Plans, pursuant to which consideration is payable to any holder of any security of the Company to be approved by the Compensation Committee in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.
Rule 14d-10. Prior to the expiration of the Offer, the Company will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by the Company or its Subsidiaries with current or future directors, officers or employees of the Company or its Subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.
Rule 14d-10. Prior to the expiration of the Offer, GFI (acting through GFI Board or its compensation committee) will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by GFI, Parent or any of their respective Affiliates with current or future directors, officers or employees of GFI or its Subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.
Rule 14d-10. Prior to the Offer Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall take all such steps as may be required to cause to be exempt under Rule 14d–10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company, Surviving Corporation and their Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such rule.
Rule 14d-10. The Parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment compensation, severance and other employee benefit plans of the Company, including the GFI Stock Plans and the GFI Benefit Plans, to certain holders of Shares and holders of other equity interests of the Company (“Covered Securityholders”) as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Prior to the expiration of the Offer, GFI (acting through GFI Board or its compensation committee) (i) at a meeting duly called and held will adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (A) each GFI Benefit Plan, including each GFI Stock Plan, (B) the treatment of the GFI RSUs in accordance with the terms set forth herein, the applicable GFI Stock Plan and any applicable GFI Benefit Plans, (C) the arrangements described in Exhibits D, E, F, G and H that have been or will be entered into after the date of this Agreement by GFI, BGCP or any of their respective Affiliates with current or future directors, officers or employees of GFI or its Subsidiaries and (ii) will take all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d) under the Exchange Act with respect to the foregoing arrangements.
Rule 14d-10. This Agreement does not restrict in any manner the rights Executive or any other parties to the Stockholders Agreements have under any Law (including without limitation Rule 14d-10 under the Exchange Act); Executive’s receipt of the Offer Consideration pursuant to the Offer satisfies in full all legal requirements in respect thereto (including without limitation Rule 14d-10 under the Exchange Act); and Executive is not entitled to any additional consideration in connection with the Offer or the Merger pursuant to any Law in respect thereto (including without limitation Rule 14d-10 under the Exchange Act).
Rule 14d-10. All approvals as may be required or advisable to satisfy the requirements of the non-exclusive safe harbor described in Rule 14d-10 under the Exchange Act with respect to all employment compensation, severance and other employee benefit arrangements (and payments made or to be made or benefits granted or to be granted according to such arrangements) have been duly given.
Rule 14d-10. Prior to the Acceptance Time, the Company (acting through its compensation committee of independent directors) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into prior to, on or after the Agreement Date by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such rule. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on any Company Board or compensation committee resolutions proposed to be adopted by the Company pursuant to this Section 5.10 prior to the adoption thereof.
Rule 14d-10. As of the Acceptance Time, a committee of the independent members of the Company Board (each member of which the Company Board has determined is an “independent director” in accordance with the requirements of Rule 14d–10(d)(2) under the Exchange Act) shall have: (i) at a meeting duly called and held, duly adopted resolutions approving each employment compensation, severance and employee benefit agreement, arrangement or understanding entered into or established on or before the Agreement Date by the Company or its Subsidiaries with or for the benefit of current or future directors, officers or employees of the Company and its Subsidiaries as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act; and (ii) taken all other actions and made all other determinations necessary or advisable to ensure that any such arrangements fall within the safe harbor provisions of Rule 14d–10(d).
Rule 14d-10. The Company Board has determined that each of the members of the Compensation Committee of the Company Board (the “Compensation Committee”) are, and the Company represents and warrants that each of the members of the Compensation Committee are and at the Acceptance Time will be, “independent directors” as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules and eligible to serve on the Compensation Committee under the Exchange Act and the rules and regulations thereunder and all applicable NASDAQ Marketplace Rules. On or prior to the date hereof, the Compensation Committee approved each Company Compensation Arrangement (as defined in this Section 4.23) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Approved Company Compensation Arrangement”), and has taken all other action necessary to satisfy the requirements of the non-exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance with Rule 14d-10(d)(2) under the Exchange Act. The Company has provided copies of all resolutions adopted or actions taken in connection with all Approved Company Compensation Arrangements. Each Approved Company Compensation Arrangement in existence as of the date hereof is listed on Section 4.23 of the Company Disclosure Schedule. As used in this Agreement, “Company Compensation Arrangement” means (i) any employment agreement, severance agreement or change of control agreement between the Company or any of its Subsidiaries, on the one hand, and any officer, director or other stockholder of the Company or any of its Subsidiaries, on the other hand, and any amendments thereto entered into during the 12 months immediately prior to the date hereof and (ii) any Company Stock Options.
