Company Compensation Arrangement definition

Company Compensation Arrangement. Section 3.13(e) “Company Disclosure Schedule” Article 3

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.

Company Compensation Arrangement means (i) any employment agreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during the eighteen months immediately prior to the date hereof, and (ii) any Company Options awarded to, or any acceleration of vesting of any Company Options held by, any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary during the eighteen months immediately prior to the date hereof.

Examples of Company Compensation Arrangement in a sentence

• All amounts payable under each Company Compensation Arrangement (i) are being paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing (and matters incidental thereto) and (ii) are not calculated based on the number of shares tendered or to be tendered into the Offer by the applicable holder or holders of Company Shares.

• Each Approved Company Compensation Arrangement in existence as of the date hereof described in clause (i) below is listed on Section 4.23 of the Company Disclosure Schedule and each Approved Company Compensation Arrangement in existence as of the date hereof described in clause (ii) below has been made available to the Parent.

• Contributors and Spiexxx xxxresent and warrant to each other that no broker or finder (other than MS, whose fees shall be reimbursed by Spiexxx xxxsuant to Section 2.4(b), and TDC, whose costs and expenses shall be reimbursed by the Contributors) was instrumental in arranging or bringing about this transaction and that there are no claims or rights for brokerage commissions or finders' fees in connection with the transactions contemplated hereby by any person or entity other than MS and TDC.

• Prior to the scheduled expiration of the Offer (as it may be extended hereunder), neither the Company Board nor the Compensation Committee shall withdraw, nor permit the withdrawal of, the Company Compensation Arrangement Approvals.

• No action, suit, proceeding, hearing or investigation with respect to the administration, or the investment of the assets, of any Company Compensation Arrangement or Plan (other than routine claims for benefits) is pending or, to the knowledge of the Company or the PEG Parties, threatened, except for any such action, suit, proceeding, hearing or investigation that would not have a Material Adverse Effect.

More Definitions of Company Compensation Arrangement

Company Compensation Arrangement means (i) any employment agreement, severance agreement or change of control agreement between the Company, any Company Subsidiary or CPS, on the one hand, and any holder of Shares who is or was a director, officer or employee of the Company, any Company Subsidiary or CPS, on the other hand, entered into during the twelve (12) months immediately prior to the date hereof, and (ii) any Company Options awarded to, or any acceleration of vesting of any Company Options held by, any holder of Shares who is or was a director, officer or employee of the Company, any Company Subsidiary or CPS during the twelve (12) months immediately prior to the date hereof.

Company Compensation Arrangement means (i) any employment agreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, (ii) any Company Options or Company RSUs awarded to, or any acceleration of vesting of any Company Options or Company RSUs held by, any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary and (iii) each of the agreements, plans and arrangements entered into or adopted and set forth on Section 3.13(f) of the Company Disclosure Schedule.

Company Compensation Arrangement means (A) any employment agreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during the 18 months immediately prior to the date of this Agreement, and (B) any Company Options, Company Restricted Stock, Company RSUs or other Equity Plan Stock Awards awarded to, or any acceleration of vesting of any Company Options, Company RSUs or other Equity Plan Stock Awards held by, any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary during the 18 months immediately prior to the date of this Agreement

Company Compensation Arrangement means any employment compensation, severance or other employee benefit arrangement (including, without limitation, any employment or change of control agreement, Company Option or RSU), or payments made or to be made or benefits granted or to be granted according to such an arrangement 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.

Company Compensation Arrangement means (i) any employment agreement, severance agreement or change of control agreement between the Company or a Company Subsidiary and any holder of Company Shares and any amendments thereto entered into during the 12 months immediately prior to, on, or after, the date of this Agreement, (ii) any Company Options or other equity awards awarded, or any acceleration of vesting of any Company Options or other unvested equity awards during the 12 months immediately prior to the date of this Agreement; (iii) the treatment of Company Options under Section 5.9 hereof; (iv) the Non-competition, Non-disclosure and Intellectual Property Assignment Agreements, dated as of the date hereof, among Parent, Purchaser and certain employees of the Company; (v) the provision of employee benefits as specified in Section 5.10 hereof; (vi) the provision of the D&O Insurance Policy for the benefit of the Company’s directors and officers as specified in Section 5.11(b) hereof; and (vii) any other plan, program, agreement or arrangement between the Company and a holder of Company Shares that is an Employment Compensation Arrangement.

Company Compensation Arrangement means (i) any employment agreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during the eighteen months immediately prior to the date hereof, (ii) any Company Options or Company RSUs awarded to, or any acceleration of vesting of any Company Options or Company RSUs held by, any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary during the eighteen months immediately prior to the date hereof, and (iii) any other arrangement with any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary that may reasonably be considered conditional on, related to or otherwise an integral part of the Offer or Merger.

Company Compensation Arrangement means (a) any employment agreement, severance agreement or change of control agreement between the Company or a Company Subsidiary and an Executive and any amendments thereto entered into during the 12 months immediately prior to the date of this Agreement, (ii) any Company Options or other equity awards awarded to, or any acceleration of vesting of any Company Options or other unvested equity awards held by, an Executive during the 12 months immediately prior to the date of this Agreement, and (iii) any Company Options or other equity awards awarded to, or any acceleration of vesting of any Company Options or other unvested equity awards held by, a member of the Company Board during the 12 months immediately prior to the date hereof.