Approval and Terms of Equity Awards. PNX, acting as the sponsor of the PNX Stock Plans and as majority shareholder of Spinco shall, and shall cause Spinco to, take such actions and give or obtain such approvals as are necessary or desirable to ensure that the issuance of the Spinco awards provided for in this Exhibit A shall comply with all applicable tax, securities law and stock exchange requirements. The parties intend that each Spinco Option and Spinco Service-Vested RSU and Adjusted Spinco Performance-Vested RSU (each, a “Spinco Adjustment Award”) shall be (i) granted pursuant to governing plan terms of a Spinco Stock Plan which are substantially similar to the plan terms of the relevant PNX Stock Plan under which the relevant predecessor award was granted and (ii) subject to the terms of the applicable award agreement under which the relevant predecessor award was granted (as such plan and award documents may have been duly amended from time to time), except to the extent that the terms of such Spinco Adjustment Award shall be varied pursuant to the terms of this Agreement or by any action of Spinco.
Approval and Terms of Equity Awards. By approval of the Cabinets Board of Directors and the Fortune Brands Compensation Committee pursuant to Sections 6.01, 6.02, and 6.03, Cabinets, as issuer of substitute and replacement awards provided xxxxxxxxx, and Fortune Brands, as sole shareholder of Cabinets, shall adopt and approve, respectively, the issuance of the substitute and replacement options and other awards provided for herein. Except as set forth above, the terms of the Fortune Brands LTIPs and of the outstanding equity compensation awards held by participants under the Fortune Brands LTIPs and the substitute Cabinets equity awards shall be subject to the terms of such plans and applicable award agreements, except that references in such outstanding substitute and replacement Cabinets awards to “Board” and “Committee” shall mean the Board, Compensation Committee or any other designated committee of Cabinets (as applicable) and references to the “Company” shall mean Cabinets. Notwithstanding the foregoing, substitute awards made under the Cabinets LTIP pursuant to Cabinets’ obligations under this Agreement shall take into account all employment and service with both Fortune Brands and Cabinets, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate.
Approval and Terms of Equity Awards. Notwithstanding the foregoing, equity-based incentive compensation awards made under the Kenvue Stock Plan pursuant to Kenvue’s obligations under this Agreement shall take into account all employment and service with both J&J and Kenvue, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. The Kenvue Group shall be solely responsible for all Liabilities with respect to the Kenvue Stock Plan, including the Substitute Kenvue RSU Awards and the Substitute Kenvue Option Awards.
Approval and Terms of Equity Awards. By approval of the Columbia Board and the NiSource Compensation Committee pursuant to Sections 6.01, 6.02, 6.03, 6.04 and 6.05, Columbia, as issuer of substitute and replacement awards provided hereunder, and NiSource, as sole shareholder of Columbia, shall adopt and approve, respectively, the issuance of the substitute and replacement awards provided for herein. Except as set forth above, the substitute Columbia equity awards shall be subject to the terms of the NiSource Stock Plan and applicable award agreements, except that references in such outstanding substitute and replacement Columbia awards to “Board” and “Committee” shall mean the Board, Compensation Committee or any other designated committee of Columbia (as applicable) and references to the “Company” shall mean Columbia. Notwithstanding the foregoing, substitute awards made under Columbia Stock Plans pursuant to Columbia’s obligations under this Agreement shall take into account all employment and service with both NiSource and Columbia, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate.
Approval and Terms of Equity Awards. By approval of the H&S Board of Directors, the Fortune Brands CSOC and the Nominating Committee pursuant to Sections 6.01, 6.02, 6.03 and 6.04, H&S, as issuer of substitute and replacement awards provided hereunder, and Fortune Brands, as sole shareholder of H&S, shall adopt and approve, respectively, the issuance of the substitute and replacement options and awards provided for herein. Except as set forth above, the terms of the Fortune Brands LTIPs and of the outstanding equity compensation awards held by participants under the Fortune Brands LTIPs and the substitute H&S equity awards shall be subject to the terms of such plans and applicable award agreements, except that references in such outstanding substitute and replacement H&S awards to “Board” and “Committee” shall mean the Board, CSOC or any other designated committee of H&S (as applicable) and references to the “Company” shall mean H&S. Notwithstanding the foregoing, substitute awards made under the H&S LTIP pursuant to H&S’s obligations under this Agreement shall take into account all employment and service with both Fortune Brands and H&S, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. Neither H&S nor Fortune Brands shall change the administrator or recordkeeper of the H&S LTIP or Fortune Brands LTIPs, respectively, without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed.
Approval and Terms of Equity Awards. Xxxxxx Xxxxxxx, acting as the sponsor of the Xxxxxx Xxxxxxx Equity Plans and as sole shareholder of Discover shall, and shall cause Discover to, take such actions and give or obtain such approvals as are necessary or desirable to ensure that the issuance of the Discover awards provided for in this Article 3 shall comply with all applicable tax, securities law and stock exchange requirements. The parties intend that each Discover Stock Option and Discover RSU (each, a “Discover Adjustment Award”) shall be (i) granted pursuant to governing plan terms of a Discover Equity Plan which are substantially similar to the plan terms of the relevant Xxxxxx Xxxxxxx Equity Plan under which the relevant predecessor award was granted and (ii) subject to the terms of the applicable award agreement under which the relevant predecessor award was granted (as such plan and award documents may have been duly amended from time to time), except to the extent that the terms of such Discover Adjustment Award shall be varied pursuant to the terms of this Agreement or by any action of Discover.
Approval and Terms of Equity Awards. By its approval of this Article V, the Board of Directors of Western Union, as issuer of substitute and replacement awards provided hereunder, and the Compensation Committee of the Board of Directors of First Data, as sole shareholder of Western Union, hereby adopt and approve, respectively, the issuance of the substitute and replacement options and awards provided for herein. Except as set forth above, the terms of the First Data LTIPs and of the outstanding equity compensation awards held by participants under the First Data LTIPs and this Agreement and the substitute Western Union equity awards shall be subject to the terms of such plans and applicable award agreements. Notwithstanding the foregoing, substitute awards made under the Western Union LTIPs pursuant to Western Union’s obligations under this Agreement shall take into account all employment with both First Data and Western Union, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. Such substitution shall be intended to satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code.
Approval and Terms of Equity Awards. By its approval of this Article V, the Board of Directors of Western Union, as issuer of substitute and replacement awards
Approval and Terms of Equity Awards. By approval of SpinCo’s Board of Directors and Parent’s Board of Directors or Compensation Committee pursuant to Section 8(a), (b) and (c), SpinCo, as issuer of substitute and replacement awards provided hereunder, and Parent as sole shareholder of SpinCo, shall adopt and approve, respectively, the issuance of the substitute or replacement awards, or modifications to awards, provided for herein. Except as set forth above or otherwise determined by Parent’s Board of Directors or Compensation Committee or SpinCo’s Board of Directors, the terms of the Parent Equity Plan and of the outstanding equity compensation awards held by participants under the Parent Equity Plan and the substitute or replacement SpinCo equity awards shall be subject to the terms of such plans and applicable award agreements, except that references in such outstanding substitute and replacement SpinCo awards to “Board” and “Committee” shall mean the Board, Compensation Committee or any other designated committee of SpinCo (as applicable) and references to the “Company” shall mean SpinCo. Notwithstanding the foregoing, substitute or replacement awards made under the SpinCo Plan pursuant to SpinCo’s obligations under this Employee Matters Agreement shall take into account all employment and service with both Parent Group and SpinCo Group, and their respective subsidiaries and affiliates, for purposes of determining when such awards vest and terminate.
Approval and Terms of Equity Awards. By its approval of this Article V, the Board of Directors of Western Union, as issuer of substitute and replacement awards provided hereunder, and the Compensation Committee of the Board of Directors of First Data, as sole shareholder of Western Union, hereby adopt and approve, respectively, the issuance of the substitute and replacement options and awards provided for herein. Except as set forth above, the terms of the First Data LTIPs and of the outstanding equity compensation awards held by participants under the First Data LTIPs and this Agreement and the substitute Western Union equity awards shall be subject to the terms of such plans and applicable award agreements (including but not limited to, the First Data LTIP provisions which require full vesting upon a change of control of First Data), except that references in such outstanding substitute and replacement Western Union awards to “Board” and “Compensation Committee” shall mean the Board and Compensation Committee of Western Union and references to the “Company” as issuer of securities thereunder and as the holder and transferee of unvested shares of Western Union Restricted Stock shall mean Western Union. Notwithstanding the foregoing, substitute awards made under the Western Union LTIPs pursuant to Western Union’s obligations under this Agreement shall take into account all employment with both First Data and Western Union, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. Such substitution shall be intended to satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code.
