Stock Incentive Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the General Partner, the Partnership or any of their Affiliates or from issuing REIT Shares, Capital Shares or New Securities pursuant to any such plans. The General Partner may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire REIT Shares, or the issuance of restricted REIT Shares), whether taken with respect to or by an employee or other service provider of the General Partner, the Partnership or its Subsidiaries, in a manner determined by the General Partner, which may be set forth in plan implementation guidelines that the General Partner may establish or amend from time to time. The Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the General Partner, amendments to this Agreement may become necessary or advisable and that any approval or Consent to any such amendments requested by the General Partner shall be deemed granted by the Limited Partners. The Partnership is expressly authorized to issue Partnership Units (i) in accordance with the terms of any such stock incentive plans, or (ii) in an amount equal to the number of REIT Shares, Capital Shares or New Securities issued pursuant to any such stock incentive plans, without any further act, approval or vote of any Partner or any other Persons.
Stock Incentive Plans. During the Employment Period, the Executive shall be entitled to participate in any stock incentive, option, performance share and other stock-based incentive plans (if any) on the same basis as other Peer Executives. For example, if other Peer Executives are awarded stock options or restricted stock units or shares based on references to comparative market data, Executive's awards shall be made on the same basis, and shall, in any event, contain the same terms and conditions, and if applicable, be subject to the same performance criteria, as applied to awards to other Peer Executives. Notwithstanding the foregoing, such long-term incentive opportunities for the Executive shall in no event be less favorable, in each case and in the aggregate, than those provided by the Company and its Affiliates for the Executive during the fiscal year during which the Effective Date occurs, provided that any special or one-time awards (such as those associated with a new hire or promotion) shall not be taken into account.
Stock Incentive Plans. The effect of a Change of Control on the rights of the Executive with respect to options and restricted shares awarded to him under the Interpublic 1986 Stock Incentive Plan, the 1996 Stock Incentive Plan and the 1997 Performance Incentive Plan, shall be governed by those Plans and not by this Agreement.
Stock Incentive Plans. 26 Section 4.7
Stock Incentive Plans. Each stock option granted by the Company under the Company’s stock incentive plans was granted (i) in accordance with the terms of one of the Company’s stock incentive plans and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock incentive plans has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Stock Incentive Plans. Employee shall be eligible to participate in the Corporation’s stock incentive plans, subject to approval of the Compensation Committee (or other applicable committee) of the Board of Directors of the Corporation, and subject to any limitation as may be provided by applicable law or regulation.
Stock Incentive Plans. (a) __Upon the consummation of the Offer, as and to the extent provided in the Company's Change of Control Plan (i) each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Incentive Plans") outstanding immediately prior to the consummation of the Offer, whether or not then exercisable, shall be canceled by the Company in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option immediately prior to the consummation of the Offer and (y) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option (the "Net Amount"); (ii) each phantom stock unit granted under the Company's Value Incentive Plan outstanding immediately prior to the consummation of the Offer shall, whether or not exercisable, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to (x) the excess of (1) the price per Share paid in the Offer over (2) the award price assigned to the phantom stock unit, multiplied by (y) the number of Shares subject to such unit (the "SAR Amount"); (iii) each dividend share credit ("DSCs") accrued, credited or issued immediately prior to the consummation of the Offer in connection with a Company Stock Option or phantom stock unit, and each DSC that would have been accrued, credited or issued (as determined in accordance with the Company's Change of Control Plan) through the remainder of the term of each such Company Stock Option or phantom stock unit, shall, whether or not vested, be canceled in exchange for an amount in cash, payable at the time of such cancellation, equal to the price per Share paid in the Offer (the "DSC Amount"); (iv) each share of contingent restricted stock issued under the Company's 1998 Long Term Incentive Plan (the "1998 LTIP") that is eligible for conversion upon achievement of the current Return on Capital Managed target (the "RCM") performance level established under the 1998 LTIP shall, immediately prior to the consummation of the Offer, be converted to performance-based restricted stock on a pro-rated basis based on a calculation of the percentage of the current RCM performance objective achieved as of the consummation of the Offer (but not to exceed 25% of the outst...
Stock Incentive Plans. Each Award granted by the Company under the Company’s Incentive Plans was granted (i) in accordance with the terms of the applicable Company Incentive Plan and (ii) if applicable, with an exercise price at least equal to the fair market value of the Common Stock on the date such Award would be considered granted under GAAP and applicable law. No Award granted under the Company’s Incentive Plans has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, Awards prior to, or otherwise knowingly coordinate the grant of Awards with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Stock Incentive Plans. (a) If grants of REIT Shares are made in connection with a Stock Incentive Plan:
(i) The Company, through the General Partner and GTA LP, shall contribute, as soon as practicable after such grant, to the Partnership (to be thereafter taken into account for the purposes of calculating any cash distributable to the Partners), an amount equal to the price, if any, paid to the Company by the party receiving such REIT Shares;
(ii) The Partnership shall issue to the General Partner and GTA LP an aggregate number of additional Partnership Units equal to the product of (1) the number of such REIT Shares issued by the Company, MULTIPLIED BY (2) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution; and
(iii) The General Partner's and GTA LP's Percentage Interest and the Percentage Interests of the other Limited Partners shall be adjusted as set forth in Section 4.02.
(b) If stock options or warrants granted in connection with a Stock Incentive Plan are exercised:
(i) The Company, through the General Partner and GTA LP, shall contribute, as soon as practicable after such exercise, to the Partnership (to be thereafter taken into account for purposes of calculating any cash distributable to the Partners), an amount equal to the exercise price, if any, paid to the Company by the exercising party in connection with the exercise of the option or warrant;
(ii) The Partnership shall issue to the General Partner and GTA LP an aggregate number of additional Partnership Units equal to the product of (1) the number of REIT Shares issued by the Company in satisfaction of such exercised option or warrant, MULTIPLIED BY (2) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution; and
(iii) The General Partner's and GTA LP's Percentage Interest and the Percentage Interests of the other Limited Partners shall be adjusted as set forth in Section 4.02.
(c) If the Company grants any director, officer or employee share appreciation rights, performance share awards or other similar rights ("Incentive Rights"), then simultaneously, the Partnership shall grant the General Partner and GTA LP corresponding and economically equivalent rights with respect to their Partnership Units. Consequently, upon the cash payment by the Company to its directors, officers or employees pursuant to such Incentive Rights, the Partnership s...
Stock Incentive Plans. Executive shall also be eligible to receive additional incentive compensation in the form of stock option or restricted stock grants. Review for any such grant shall be concurrent with Executive's annual salary review and shall be in the sole discretion of the Compensation Committee of the Board. For the avoidance of any doubt, the vesting of any stock option or restricted stock grant shall be governed by the award agreement pursuant to which such stock option or restricted stock grant was granted.
