EMPLOYEE DIRECTORS STOCK OPTIONS for a total of __________ shares of Common Stock of Osage Bancshares, Inc. (the "Company") is hereby granted to _____________________________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2007 Stock Compensation and Incentive Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended.
Stock Option Plans; Employee Benefits 6.26.1 The Acquiror Company has no stock option plans providing for the grant by the Acquiror Company of stock options to directors, officers or employees.
Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.
Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option 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 stock option 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.
Incentive Compensation Plans The occurrence of any of the following: (i) a material reduction by the Corporation in the Executive’s (A) annual incentive compensation target or maximum opportunity, or (B) long-term incentive compensation target or maximum opportunity (measured based on grant date fair value of any equity-based awards), in each case, as in effect immediately prior to the Change in Control, or (ii) a change in the performance conditions, vesting, or other material terms and conditions applicable to annual and/or long-term incentive compensation awards granted to Executive after the Change in Control which would have the effect of materially reducing the Executive’s aggregate potential incentive compensation from the level in effect immediately prior to the Change in Control; or
Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.
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.
Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.
The Plan This Plan is the Fund's written distribution and service plan for Class N shares of the Fund (the "Shares"), contemplated by Rule 12b-1 as it may be amended from time to time (the "Rule") under the Investment Company Act of 1940 (the "1940 Act"), pursuant to which the Fund will compensate the Distributor for its services in connection with the distribution of Shares, and the personal service and maintenance of shareholder accounts that hold Shares ("Accounts"). The Fund may act as distributor of securities of which it is the issuer, pursuant to the Rule, according to the terms of this Plan. The terms and provisions of this Plan shall be interpreted and defined in a manner consistent with the provisions and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc., or any applicable amendment or successor to such rule (the "NASD Conduct Rules") and (iv) any conditions pertaining either to distribution-related expenses or to a plan of distribution to which the Fund is subject under any order on which the Fund relies, issued at any time by the U.S. Securities and Exchange Commission ("SEC").
Nonqualified Deferred Compensation Plans Effective on or before the Distribution Date, Columbia shall adopt, establish and maintain nonqualified deferred compensation plans for the benefit of employees of the Columbia Parties (the “Columbia Deferred Compensation Plans”) and shall establish one or more grantor trusts to be a source of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to the NiSource Deferred Compensation Plans and the grantor trusts maintained by NiSource with respect to the NiSource Deferred Compensation Plans (the “NiSource Rabbi Trusts”). As of the Distribution Date, the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource Rabbi Trusts to transfer to the Columbia Rabbi Trusts cash, life insurance policies or other assets having an aggregate fair market value equal to (i) the aggregate fair market value of all assets held in the NiSource Rabbi Trusts as of the Distribution Date multiplied by (ii) a percentage, the numerator of which shall be the lump sum present value of the benefits assumed by the Columbia Deferred Compensation Plans pursuant to this Section 3.03 and the denominator of which shall be the lump sum present value of all benefits accrued under the NiSource Deferred Compensation Plans immediately prior to the Distribution Date.
