Non-Employee Director Stock Purchase Plan Sample Clauses

Non-Employee Director Stock Purchase Plan. Effective as of the Effective Time, the Company's 1995 Non-Employee Director Stock Purchase Plan (the "Director Stock Purchase Plan"; together with the Employee Stock Purchase Plan, the "Company Stock Purchase Plans"), shall be terminated and the then applicable Accumulation Period (as defined in the Director Stock Purchase Plan) shall be deemed to have ended on the last trading day of the Class A Common Stock immediately prior to the Effective Time. At the Effective Time, Acquiror shall, on behalf of Merger Sub, pay to each member of the Company's Board of Directors who is a participant in the Director Stock Purchase Plan as of the Effective Time, an amount in cash equal to the Per Share Amount multiplied by the number of shares of Class A Common Stock which the accumulated funds in such director's account would have been entitled to purchase under the terms of the Director Stock Purchase Plan as of the end of such Accumulation Period. Such payments shall be deemed to satisfy all obligations of the Company and the Surviving Corporation to the participants in the Director Stock Purchase Plan. Such payments shall be subject to all applicable federal, state and local tax withholding requirements. All funds in the accounts of the participants as of the Effective Time after such payments, shall belong to and be disbursed in accordance with the instructions of Acquiror. The Company shall terminate the Director Stock Purchase Plan as of the Effective Time so that on and after the Effective Time no former participant in the Director Stock Purchase Plan shall have any right to purchase shares of Class A Common Stock or any other equity interest in the Company under the Director Stock Purchase Plan.
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Non-Employee Director Stock Purchase Plan. The terms and conditions of the outstanding Bank Non-Employee Director Stock Purchase Plan shall be converted into and deemed to be the terms and conditions of the outstanding Holding Company Non-Employee Director Stock Purchase Plan which shall be effective on and continue after the Effective Date. WITNESS, the following signatures and seals for the parties, each hereunto set by its President and attested by its Secretary, pursuant to duly authorized resolutions of its Board of Directors. ATTEST OPTIMUMBANK HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Chief Executive Officer ATTEST XXXXXXXXXXX.XXX By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx President Exhibit A PLAN OF SHARE EXCHANGE BETWEEN XXXXXXXXXXX.XXX AND OPTIMUMBANK HOLDINGS, INC.
Sample 1
Non-Employee Director Stock Purchase Plan. Effective as of the Effective Time, the Company's 1995 Non-Employee Director Stock Purchase Plan (the "Director Stock Purchase Plan"; together with the Employee Stock Purchase Plan, the "Company Stock Purchase Plans"), shall be terminated and the then applicable Accumulation Period (as defined in the Director Stock Purchase Plan) shall be deemed to have ended on the last trading day of the Class A Common Stock immediately prior to the Effective Time. At the Effective Time, Acquiror shall, on behalf of Merger Sub, pay to each member of the Company's Board of Directors who is a participant in the Director Stock Purchase Plan as of the Effective Time, an amount in cash equal to the Per Share Amount multiplied by the number of shares of Class A Common Stock which the accumulated funds in 4
Sample 1

Related to Non-Employee Director Stock Purchase Plan

  • Employee Stock Purchase Plan The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share 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, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • 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.

  • 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.

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • REGISTERED RETIREMENT SAVINGS PLAN 1. In this Article:

  • Option Plan This Option is subject to certain additional terms and ----------- conditions set forth in the Plan pursuant to which this Option has been issued. Optionee acknowledges receipt of a copy of the Plan on file with the Secretary of the Company and, by acceptance hereof, agrees to and accepts this Option subject to the terms of the Plan. Except as otherwise defined herein, defined terms used in this Agreement shall have the meaning ascribed thereto in the Plan.

  • Deferred Compensation Plan Manager shall be eligible to participate in the First Mid-Illinois Bancshares, Inc. Deferred Compensation Plan in accordance with the terms and conditions of such Plan.

  • Deferral Plan The deferral portion of the plan shall involve an employee spreading four (4) years' salary over a five (5) year period, or such other schedule as may be mutually agreed between the employee and the Hospital. In the case of the four (4) years' salary over a five (5) year schedule, during the four (4) years of salary deferral, 20% of the employee's gross annual earnings will be deducted and held for the employee. Such deferred salary will not be accessible to the employee until the year of the leave or upon the collapse of the plan. In the case of another mutually agreed upon deferral schedule, the percentage of salary deferred shall be adjusted appropriately.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

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