Common use of Compensation Arrangements Clause in Contracts

Compensation Arrangements. On or prior to the date hereof, the Compensation Committee has (a) approved each Company Benefit Plan or other arrangement, understanding or agreement, and each amendment or supplement thereto or modification thereof, pursuant to which any payments have been or are to be made or benefits have been or are to be granted to any officer, director or employee of the Company or any of its Subsidiaries (collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, and (b) taken all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with Rule 14d-10(d)(2) under the Exchange Act (the approvals and actions referred to in clauses (a) and (b) above, the “Compensation Arrangement Approvals”); all payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (i) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee, and (ii) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each of the members of the Compensation Committee are, and the members of the Compensation Committee are, “independent directors” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto.

Compensation Arrangements. On In the case of the Company only, on or prior to the date hereof, the Compensation Committee of the Company Board (the “Compensation Committee”) has (ai) approved all amounts payable to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Company Benefit Plan Arrangement or other arrangement, understanding or agreement, and each amendment or supplement thereto or modification thereof, pursuant to which any payments have been or are to be made or benefits have been or are to be granted to any officer, director or employee of the Company or any of its Subsidiaries (collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(214d-10(d) under the Exchange Act, Act and (bii) taken all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with to Rule 14d-10(d)(214d-10(d) under the Exchange Act (the approvals and actions referred to in clauses (ai) and (bii) above, the “Company Compensation Arrangement Approvals”); all payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (iA) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee, employee and (iiB) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each of the members of the Compensation Committee are, and the members of the Compensation Committee are, “independent directors” in accordance with the requirements of Rule 14d-10(d)(214(d)-10(d)(2) under the Exchange Act and the instructions theretoAct.

Compensation Arrangements. On or prior to the date hereof, the Compensation Committee has of the Company Board (athe “Compensation Committee”) (i) approved each Company Benefit Plan or other arrangement, understanding or agreement, and each amendment or supplement thereto or modification thereof, pursuant to which any payments have been or are to be made or benefits have been or are to be granted all amounts payable to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Benefit Arrangement or other arrangement, understanding or agreement (together with each amendment thereof or supplement thereto, collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(214d-10(d) under the Exchange Act, Act and (bii) taken took all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with Rule 14d-10(d)(214d-10(d) under the Exchange Act (the approvals and actions referred to in clauses (ai) and (bii) above, the “Company Compensation Arrangement Approvals”); all . All payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (iA) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee, employee and (iiB) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each of the members member of the Compensation Committee are, and the members of the Compensation Committee are, is an “independent directorsdirector” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act Act. Prior to the execution and delivery of this Agreement, the Compensation Committee adopted a resolution consistent with the interpretative guidance of the SEC so that the disposition of shares of Company Capital Stock or Company Stock Options pursuant to this Agreement and the instructions theretoMerger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Compensation Arrangements. On or prior to the date hereof, the Compensation Committee of the Company Board (the “Compensation Committee”) has (a1) approved each Company Benefit Plan or other arrangement, understanding or agreement, and each amendment or supplement thereto or modification thereof, pursuant to which any payments have been or are to be made or benefits have been or are to be granted all amounts payable to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Benefit Arrangement or other arrangement, understanding or agreement (together with each amendment thereof or supplement thereto, collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(214d-10(d) under the Exchange Act, Act and (b2) taken all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with Rule 14d-10(d)(214d-10(d) under the Exchange Act (the approvals and actions referred to in clauses (a1) and (b2) above, the “Company Compensation Arrangement Approvals”); all . All payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (iA) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee, employee and (iiB) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each of the members member of the Compensation Committee are, and the members of the Compensation Committee are, is an “independent directorsdirector” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions theretoAct.