Equity Based Plans Sample Clauses

Equity Based Plans. The Nomination and Remuneration Committee will: (i) review and report on the design of all equity-based plans; (ii) ensure payment of equity-based executive remuneration is made in accordance with thresholds approved by shareholders; (iii) continually review all plans under review in light of legislative, regulatory and market developments; (iv) for each equity-based plan, recommend to the Board whether awards should be made under that plan; (v) review and recommend proposed awards under each plan; (vi) in addition to considering awards to executive directors and direct reports to the Managing Director, review and recommend proposed awards under each plan on an individual basis for executives as required under the rules governing each plan or as determined by the Nomination and Remuneration Committee; and (vii) review and make recommendations about performance criteria for each equity-based plan.
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Equity Based Plans. Executive shall be eligible to participate in the applicable equity-based compensation plans for officers and key employees of PacifiCare Health Systems, Inc., as may be amended modified or replaced, from time to time, in accordance with the terms and conditions set forth herein and therein including eligibility for both stock options and restricted share awards.
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Equity Based Plans. As of the Closing Date, Seller shall cause each Active Employee's participation under the Kimberly-Clark Corporation 1992 Equity Participation Plan (thx "Xxxxxx Xxrticipation Plan") and the Kimberly-Clark Corporation Global Stock Option Plan to termixxxx, xxx xx the extent outstanding awards are or become vested in connection with the transaction contemplated in this Agreement, such awards shall be exercisable (or payable in the case of Participation Share awards under the Equity Participation Plan) subject to and in accordance with the applicable terms of each such plan and the administrative rules thereunder as in effect on the date hereof, copies of which have been provided to Buyer. The transaction contemplated by this Agreement shall constitute a "layoff" under the Kimberly-Clark Corporation Global Stock Option Plan Committee Xxxxx, xx xx effect on the date hereof, a copy of which has been provided to Buyer.
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Equity Based Plans. At the Effective Time, all unexercised and unexpired options to purchase TMW Common Stock, shares of restricted stock or other equity-based awards (collectively, the “TMW Awards”) then outstanding under TMW’s 1992 Non-Employee Director Stock Option Plan, 1996 Long-Term Incentive Plan or 2004 Long-Term Incentive Plan or other rights to acquire TMW Common Stock under TMW’s 401(k) Savings Plan or the TMW Employee Stock Discount Plan, as each is amended and in effect (collectively, the “TMW Plans”), whether or not then exercisable or vested, shall be assumed by TBI. Each TMW Award shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable TMW Plan and related agreement evidencing the TMW Award, except that appropriate changes shall be made to the TMW Plans and the TMW Awards to reflect the assumption, including that all references to TMW shall be to TBI and all references to TMW Common Stock shall be to TBI Common Stock and the right to receive TMW Common Stock under such TMW Awards shall become the right to receive shares of TBI Common Stock on a one-for-one basis.
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Equity Based Plans. Prior to the Effective Time, the Company shall take all actions necessary to ensure that after the Effective Time, neither the Company nor any of its Subsidiaries is bound by any Company Warrant or other equity-based right that would entitle any Person, other than Parent or its Affiliates, to beneficially own, or receive any payments other than as contemplated by this Agreement in respect of, any membership interest of the Company, the Surviving Company or any of their Subsidiaries; provided, that such actions may be expressly conditioned upon the consummation of the transactions contemplated hereby.
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Equity Based Plans. 39 ERISA..................................................................... 17
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Equity Based Plans 
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Related to Equity Based Plans

  • Equity-Based Awards (a) Each award of phantom units that corresponds to Partnership Common Units and vests solely based on the passage of time (including any Seconded Employee Phantom Awards), whether vested or unvested (“Partnership Phantom Units”), that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be assumed by Parent and converted into a restricted unit award representing a contractual right to receive Parent Common Units or, in the case of Seconded Employees, the right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such Assumed Restricted Unit Award shall be converted into a restricted unit award to receive a number of Parent Common Units (or the cash equivalent thereof, as applicable) equal to the product obtained by multiplying (x) the number of Partnership Common Units subject to such Partnership Phantom Unit immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting, distribution equivalent rights and issuance) as were applicable to the Partnership Phantom Unit immediately prior to the Effective Time. (b) Each award of performance units that corresponds to Partnership Common Units, including Seconded Employee Performance Awards (each, a “Partnership Performance Award,” and together with the Partnership Phantom Units, the “Partnership Equity Awards”), that is outstanding and unvested as of the Effective Time, shall, as of the Effective Time, be measured as to performance as of the Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such Partnership Performance Award shall, with respect to the number of Partnership Common Units that are considered earned with respect thereto based on the higher of actual performance or target shall, as of the Effective Time (the “Earned Performance Units”), be assumed by Parent and converted into an Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest solely based on continued service at the end of the performance period that was originally applicable thereto; provided, however, that the Earned Performance Units will vest upon a “qualifying termination” and, to the extent applicable, will incorporate the provisions related to termination due to “retirement,” as provided in the Partnership Phantom Unit Awards. Notwithstanding the foregoing, with respect to Partnership Performance Awards granted in 2021, the number of Earned Performance Units shall be equal to the target number of units granted, regardless of performance. The number of Parent Common Units that are subject to such Assumed Restricted Unit Awards shall be equal to the number of Earned Performance Units with respect to the corresponding Partnership Performance Award, multiplied by the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Any performance units that correspond to Partnership Common Units that are not Earned Performance Units shall, upon the Effective Time, automatically be cancelled for no consideration. (c) The General Partner shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of the Code.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Equity Plans Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

  • Equity Awards “Equity Awards” will mean Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Equity Incentive Plans Each stock option granted by the Company under the Company’s equity incentive plan was granted (i) in accordance with the terms of the Company’s equity incentive plan 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 equity incentive plan 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.

  • Compensation Plans Following any termination of the Executive's employment, the Company shall pay the Executive all unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due.

  • Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:

  • Bonus Plans A bonus is a lump sum payment that is not a permanent increase to the base salary of the individual and may be granted at the discretion of the President. A bonus may be awarded at any time and may be used for a variety of salary adjustments including, but not limited to the following:

  • Deferred Compensation Plans Employees are to be included in the State of California, Department of Personnel Administration's, 401(k) and 457 Deferred Compensation Programs. Eligible employees under IRS Code Section 403(b) will be eligible to participate in the 403(b) Plan.