Treatment of Equity-Based Compensation. Except as otherwise provided in this Section 2(c), the Executive’s rights as of the Separation Date with respect to all equity-based compensation awards previously granted or awarded to the Executive under any equity-based compensation plans of the Company, including, without limitation, the 1998 Long-Term Incentive Plan (the “1998 LTIP”) and the 2006 Chemtura Corporation Long-Term Incentive Plan (the “2006 LTIP”, and, together with the 1998 LTIP and the individual grant documents, the “Equity Plans”), including the Executive’s rights with respect to vesting, exercise and expiration of such awards, shall be determined in accordance with and subject to the terms of the applicable Equity Plan.
Treatment of Equity-Based Compensation. All equity-based compensation awards previously granted or awarded to the Executive in the form of stock options or otherwise under any equity-based compensation plan of the Company, including, without limitation, the Company's long-term management incentive plans, (together with the individual grant documents, the "Equity Plans"), to the extent not yet vested, shall vest on the Resignation Date and each stock option shall continue to be exercisable in accordance with its terms until December 31, 2003, subject to the Executive's compliance in all material respects with the provisions of Section 4 below, it being understood and agreed that this Section 2.2 supersedes any conditions to the contrary as to vesting or exercisability contained in the Equity Plans.
Treatment of Equity-Based Compensation. In accordance with the terms and conditions of the equity-based compensation plans of the Company and the grant and other agreements and documents used in connection therewith in which the Executive participates or has participated, including, without limitation, the Long-Term Incentive Compensation Plan, the Long-Term Incentive Compensation Plan for Managers and Producers and the Managing Partners Incentive Program (together with the individual grant and other agreements and documents, the “Equity Plans”), the Company hereby confirms and agrees that the Executive, as of the Retirement Date, satisfied all age, years of service and other requirements to qualify for “Retirement” as defined in the Equity Plans, and the Executive shall be entitled to all the rights and benefits arising from such qualification. As soon as practicable after the date hereof, the Company shall deliver to the Executive a list of all Equity Plans and all equity awards to the Executive thereunder, and the respective vesting dates, restricted periods, and, in the case of stock options, expiration dates and exercise prices, in respect thereof.
Treatment of Equity-Based Compensation. In accordance with the terms and conditions of the equity-based compensation plans of the Company and the grant and other agreements and documents used in connection therewith in which the Executive participates or has participated, including, without limitation, the 2003 Stock Incentive Plan and the 1998 Stock Incentive Plan (together with the individual grant and other agreements and documents, the “Equity Plans”), the Company hereby confirms and agrees that the Executive, as of the Retirement Date, satisfied all age, years of service and other requirements to qualify for “Retirement” or “Early Retirement” as defined in the applicable Equity Plan, and the Executive shall be entitled to all the rights and benefits arising from such qualification, including immediate vesting. Attached as Exhibit 2.2 is an agreed upon list of all of the Executive’s outstanding (a) options to acquire shares of common stock of the Company (with the number of shares subject to such option, the exercise price per share thereunder, the grant date thereof and the expiration date thereof, assuming the Executive’s retirement hereunder) and (b) restricted shares of common stock of the Company (with the number of such shares).
Treatment of Equity-Based Compensation. (a) At the Migratory Merger Effective Time, each option granted by Banknorth to purchase shares of Banknorth Common Stock (each, a “Banknorth Option”) which is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall cease to represent a right to acquire shares of Banknorth Common Stock and shall be converted into an option to acquire, on the same terms and conditions as were applicable under the Banknorth Option, the number of shares of Banknorth Delaware Common Stock equal to the number of shares of Banknorth Common Stock subject to such Banknorth Option, at the per share exercise price specified in such Banknorth Option; provided, however, that in the case of any Banknorth Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.
(b) At the Migratory Merger Effective Time, each stock account under the Banknorth deferred compensation plan shall cease to represent shares of Banknorth Common Stock and shall represent the number of shares of Banknorth Delaware Common Stock equal to the number of shares of Banknorth Common Stock subject to such stock account.
Treatment of Equity-Based Compensation. The restricted stock unit previously awarded to the Executive under the 2000 Employee Equity Plan (together with the individual award agreements applicable to the Executive’s awards, the ”Equity Plan”), as listed on Schedule A hereto, shall be fully vested and shall be settled in accordance with the terms and provisions of the Equity Plan. In addition, the stock options previously awarded to the Executive under the Equity Plan, as listed on Schedule A (the “Stock Options”), shall be fully vested and shall remain exercisable in accordance with the terms of the Equity Plan until the second anniversary thereof; provided that, in the event of any merger or consolidation of the Company or other transaction affecting the Company’s Common Stock, the Compensation Committee of the Company’s Board of Directors, in its sole discretion and without your consent, may provide for:
(i) the continuation of the Stock Options by the Company (if the Company is the surviving corporation);
(ii) the assumption of the Stock Options by the surviving corporation;
(iii) the substitution by the surviving corporation of stock option(s) with substantially the same terms for the outstanding Stock Options; or
(iv) the cancellation of the Stock Options upon payment to you of a per share amount in cash or cash equivalents equal to (A) the highest price paid for a share of the Company’s Common Stock in such merger, consolidation or other transaction, minus (B) the exercise price of the applicable Stock Option.
Treatment of Equity-Based Compensation. (i) The Stock Options previously awarded to Executive under the 2000 Employee Equity Plan (together with the individual award agreements applicable to Executive’s awards, (the “Equity Plan”)), as listed on Schedule B hereto (the “Stock Options), which vested prior to the date hereof, shall remain exercisable in accordance with the terms of the Equity Plan until the second anniversary of the Retirement Date.
(ii) Stock Options granted on June 9, 2005 (the “Xxxx Xxxxx”), as listed on Schedule B, will be treated as follows: If Executive remains actively employed through the Retirement Date, 50% of the Xxxx Xxxxx will vest on June 9, 2006 and the remainder of the Xxxx Xxxxx will be forfeited immediately. The Xxxx Xxxxx (to the extent vested) shall remain exercisable in accordance with the terms of the Equity Plan until the second anniversary of the Retirement Date.
(iii) In the event of any merger, sale or consolidation of the Company or other transaction affecting the Company’s Common Stock, the Compensation Committee of the Company’s Board of Directors, in its sole discretion and without Executive’s consent, may provide for:
(A) the continuation of the Stock Options by the Company (if the Company is the surviving corporation);
(B) the assumption of the Stock Options by the surviving corporation; and
(C) the substitution by the surviving corporation of stock option(s) with substantially the same terms for the outstanding Stock Options; or the cancellation of the Stock Options upon payment to Executive of a per share amount in cash or cash equivalents equal to (A) the highest price paid for a share of the Company’s Common Stock in such merger, sale, consolidation or other transaction, minus (B) the exercise price of the applicable Stock Option.
(iv) Restricted Stock Units (“Stock Awards”) granted on June 9, 2005, as listed on Schedule B, will be treated as follows: If Executive remains actively employed through the Retirement Date, 50% of the Stock Awards will vest on June 9, 2006 and the remainder will be forfeited immediately.
(v) Stock Awards shall be settled in accordance with the terms and provisions of the Equity Plan.
Treatment of Equity-Based Compensation. The options and warrants to purchase shares of the Company's common stock that have been granted to the Executive by the Company, as well as the PMC Options (collectively, the "Options"), shall remain outstanding through December 31, 2005 and continue to vest in accordance with and be governed by the terms of the applicable non-qualified stock option agreements and stock option plan or the PMC Agreement, as applicable, and shall be fully exercisable at any time after they have vested up to December 31, 2005; provided however, that this Agreement shall supersede any provisions of the applicable non-qualified stock option agreements and stock option plan or the PMC Agreement that are inconsistent with the provisions of this Agreement. Attached hereto as Exhibit A is a list of all Options held by the Executive, together with their respective vesting schedules.
Treatment of Equity-Based Compensation. Except as otherwise provided in this Section 2(c), the Executive's rights as of the Separation Date with respect to all equity-based compensation awards previously granted or awarded to the Executive under any equity-based compensation plan of the Company, including, without limitation, the 1998 Long-Term Incentive Plan (the "1998 LTIP" and, together with the individual grant documents, the "Equity Plans"), including the Executive's rights with respect to vesting, exercise and expiration of such awards, shall be determined in accordance with and subject to the terms of the applicable Equity Plan.
Treatment of Equity-Based Compensation. The unvested shares of Company restricted common stock granted to the Executive, as set forth on Schedule A attached hereto, shall become fully vested on the Effective Date and shall be settled within thirty (30) days of such date. Except as specifically provided herein, any other unvested restricted common stock and stock options to purchase shares of Company common stock held by the Executive on the Separation Date shall be cancelled without payment. Any vested and exercisable stock options to purchase shares of Company common stock held by the Executive shall expire in accordance with the terms of the applicable award agreement and equity plan.
