Benefit and Compensation Plans. (a) Executive shall be entitled during the Term to participate in all executive compensation plans, and other employee and executive benefits, practices, policies and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time ("Benefit Plans").
Benefit and Compensation Plans. Stock Option Plans. In 1988, the Company adopted an incentive and non-statutory stock option plan (the "1988 Plan") for which 2,251,834 shares have been reserved for issuance. Following adoption of the 1995 Stock Plan (the "1995 Plan") at the effectiveness of the Company's initial public offering ("IPO"), no further grants have been, or will be, made under the 1988 Plan. Options granted under the 1988 Plan and the 1995 Plan are for periods not to exceed ten years. Exercise prices of incentive stock option grants under both plans must be at least 100% of the fair market value of the stock at the date of grant and for nonstatutory stock options must be at least 85% of the fair market value of the stock at the date of grant. Under both plans, the options generally vest 25% at one year from date of grant, and an additional 1/48 per month thereafter. The Company has reserved 4,400,000 shares of Common Stock for issuance under the 1995 Plan. Upon the closing of the acquisition of HDS in January 1998, the 1997 Non-Statutory Option Plan (the "1997 Plan") became effective. The Company assumed all outstanding HDS options and issued new options at the closing totaling 800,000 shares. No further grants have been, or will be, made under the 1997 Plan. In 1999, the company adopted a non-statutory stock option plan (the "1999 Plan") for which 400,000 shares have been reserved for issuance. Options granted under the 1997 and 1999 Plans were at fair market value and for periods not to exceed ten years with vesting generally under the same terms as the 1988 and 1995 plans. Director Option Plan. Effective upon the IPO, the Company adopted the 1995 Director Option Plan (the "Director Plan") and reserved 100,000 shares of Common Stock for issuance thereunder. The Director Plan provides for the grant of nonstatutory stock options to certain nonemployee directors of the Company pursuant to an automatic, nondiscretionary grant mechanism. 41 HARMONIC INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes activities under the Plans: WEIGHTED SHARES AVAILABLE STOCK OPTIONS AVERAGE FOR GRANT OUTSTANDING EXERCISE PRICE ---------------- ------------- -------------- (IN THOUSANDS, EXCEPT EXERCISE PRICE) Balance at December 31, 1996............... 210 2,482 $ 3.28 Shares authorized.......................... 960 -- -- Options granted............................ (1,008) 1,008 9.04 Options exercised.......................... -- (370) 1.65 Options canceled...
Benefit and Compensation Plans. The Company has a Section 401-K Employee Benefit Plan, a copy of which has been made available to Purchaser, and has no other employee benefit or compensation plans except as set forth in SECTION 2.14 OF THE DISCLOSURE SCHEDULE.
Benefit and Compensation Plans. In no event shall Benefit Plans or Compensation Plans provide Executive with benefits or compensation, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company for Executive under Benefit Plans or Compensation Plans as in effect at any time during the 120-day period immediately preceding the Change of Control or if more favorable to Executive, those provided generally at any time after the Change of Control to other peer executives of the Company. If after a Change of Control (i) Executive terminates his employment with the Company for any reason, or (ii) Executive's employment with the Company is terminated without Cause, the actuarially equivalent value of nonqualified unfunded retirement benefits under any plan, program or arrangement of the Company shall be paid to Executive in a single sum within thirty (30) days after Executive is no longer employed by the Company.
Benefit and Compensation Plans. The Company has a defined contribution savings plan covering substantially all employees. The Company's contributions under the plan were approximately $462,004, $548,471, and $1,069,283 for the years ended December 31, 1995, 1996, and 1997, respectively. In September 1990, the Company established a stock plan, pursuant to which incentive stock options and non-qualified stock options may be issued to employees and others through the year 2000. The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock plan. The FASB issued SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123") in 1995 and, if fully adopted by the Company, changes the method for recognition of cost on stock plans. Although the Company has elected not to adopt the cost recognition requirements under SFAS No. 123, pro-forma disclosures as of the Company had adopted the requirements beginning in 1995 are presented below: 1995 1996 1997 Net earnings--as reported............... $14,630,804 $10,682,399 $18,049,756 Net earnings--pro-forma................. 14,165,049 8,350,485 11,072,010 Earnings per share--as reported......... 0.67 0.44 0.73 Earnings per share--pro-forma........... 0.65 0.34 0.44 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for options granted for the years ended December 31, 1995, 1996 and 1997, respectively, weighted average expect volatility of 29.3%, 29.3%, 39.75%, no dividend payments are made for the expected terms; average expected term of 5.5 years for options that vest over time and 3 years for options which vest immediately; risk free interest rate on the date of grant with the maturity equal to the expected term; exercise price equal to the fair market value on grant date. Options which have vesting provisions that accelerate upon a change in control either in the option grant or through employment agreements have been accelerated to 1997 due to the expected changes in control on February 27, 1998. Incentive stock options may be granted at an exercise price not less than the fair market value of the Company's common stock on the date of grant. Non- qualified stock options may be granted at an exercise price not less than the lower of the book value of the Company's common stock or 50% of the fair market value per share of common stock on the date of grant. Accordingly, compensation expense for the diff...
Benefit and Compensation Plans. (a) The effect of your retirement and this Agreement upon your participation in, or coverage under, any of Motorola’s benefit or compensation plans, including but not limited to the Motorola Elected Officers Supplemental Retirement Plan, the Motorola Elected Officers Life Insurance Plan, the Motorola Long Range Incentive Plan for any given performance cycle; the Motorola Incentive Plan, the Motorola Management Deferred Compensation Plan, the Motorola Financial Planning Program, any applicable stock option plan and any restricted stock agreements (collectively, with each Motorola benefit or compensation plan or program in which you participated at any time during your employment with Motorola, referred to herein as the “Motorola Plans”) shall be governed by the terms of those plans and agreements, except as and unless otherwise explicitly provided herein. Except as and unless explicitly provided herein, Motorola is making no guarantee, warranty or representation in this Agreement regarding any position that may be taken by any administrator or plan regarding the effect of this Agreement upon your rights, benefits or coverage under those plans.
Benefit and Compensation Plans. (a) The effect of your separation and this Agreement upon your participation in, or coverage under, any of Motorola’s benefit or compensation plans, including but not limited to the Motorola Elected Officers Supplemental Retirement Plan, the Motorola Elected Officers Life Insurance Plan, the Motorola Long Range Incentive Plan for any given performance cycle, the Motorola Incentive Plan, the Motorola Management Deferred Compensation Plan, the Motorola Financial Planning Program, the Motorola Omnibus Incentive Plan of 2006, any other applicable stock option plan and any restricted stock, stock unit or SAR agreements shall be governed by the terms of those plans and agreements. Motorola is making no guarantee, warranty or representation in this Agreement regarding any position that may be taken by any administrator or plan regarding the effect of this Agreement upon your rights, benefits or coverage under those plans.
Benefit and Compensation Plans. (a) The effect of your separation and this Agreement upon your participation in, or coverage under, any of Motorola’s benefit or compensation plans, including but not limited to the Motorola Elected Officers Supplementary Retirement Plan, the Motorola Elected Officers Life Insurance Plan, the Motorola Long Range Incentive Plan for any given performance cycle, the Motorola Incentive Plan, the Motorola Management Deferred Compensation Plan, the Motorola Financial Planning Program, the Motorola Omnibus Incentive Plan of 2006, any other applicable stock option plan and any restricted stock, stock unit or SAR agreements shall be governed by the terms of those plans and agreements. Motorola is making no guarantee, warranty or representation in this Agreement regarding any position that may be taken by any administrator or plan regarding the effect of this Agreement upon your rights, benefits or coverage under those plans. Pursuant to the Motorola Management Deferred Compensation Plan, your deferred compensation elections, and applicable law, your deferred compensation payments will commence in April, 2008.
Benefit and Compensation Plans. Employee will be eligible to participate in Employer's benefit and compensation plans commensurate with other similarly situated executive officers of the Employer (for purposes of this Agreement, "similarly situated executive officers" shall mean direct reports of the CEO and other key officers such as the CIO and CMO but not including the COO or CFO). Employee will receive separate information detailing the terms of such benefit and compensation plans and the terms of those plans will control. During the term of this Agreement, Employee will be entitled to such other benefits of employment with Employer as are now or may later be in effect for salaried employees of Employer, and also will be eligible to participate in other benefits adopted for similarly situated executive officers.
Benefit and Compensation Plans. Each benefit and compensation plan, agreement, policy and arrangement that has been established or maintained by the Company and its subsidiaries for current or former employees or directors of, or independent contractors with respect to, the Company or any of its subsidiaries, and with respect to which the Company or any of its subsidiaries could reasonably be expected to have any current, future or contingent liability or responsibility, is in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, except where any failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and its subsidiaries are in compliance with all applicable statutes, orders, rules and regulations in regard to such plans, agreements, policies and arrangements, except where any failure to comply would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
