NTELOS Employees Clause Samples
NTELOS Employees. From and after the Distribution Date, a member of the NTELOS Group will continue the employment of each NTELOS Employee (listed on Schedule B to this Agreement, which may be amended to add or remove employees in writing by mutual agreement of the Parties at any time prior the Distribution Date) and, for a period of one (1) year following the Distribution Date, maintain or cause to be maintained for the benefit of each NTELOS Employee base salary or hourly compensation, as applicable, annual cash incentive opportunities, long-term incentive opportunities and benefits that are substantially comparable in the aggregate to that provided to such NTELOS Employees immediately prior to the Distribution Date; provided, however, that nothing herein shall be construed as (i) requiring any member of the NTELOS Group to continue the employment of any specific person for any particular period of time after the Distribution Date or to provide any specific level or kind of base salary or hourly compensation, annual cash incentive opportunities, long-term incentive opportunities or benefits after the Distribution Date or to continue any benefits at current costs or cost-sharing levels or (ii) precluding any member of the NTELOS Group from making any adverse changes to the compensation or benefits of any specific person in the course of performance evaluations. The applicable member of the NTELOS Group shall be responsible for severance payments or benefits (if any) in respect of the termination of employment of any NTELOS Employee by a member of the NTELOS Group following the Distribution Date (other than an NTELOS Employee who becomes a Delayed Transfer Employee).
NTELOS Employees. Subject to the terms of the Tax Sharing Agreement, the NTELOS Committee shall have full discretion to grant options to purchase NTELOS Common Stock, award restricted stock or grant other forms of compensation that are derived from the value of the equity of NTELOS, provided that the exercise of such discretion does not cause a materially adverse tax or accounting effect on Wireline or any member of the Wireline Group.
NTELOS Employees. Each option to purchase shares of NTELOS Common Stock (each, a “NTELOS Option”) outstanding under the NTELOS Stock Plans at the Distribution Time which is held by any Person other than a Wireline Employee (and other than the individuals identified on Schedule K to this Agreement, which may be amended to add or remove employees in writing by mutual agreement of the Parties at any time prior to the second anniversary of the Distribution Date, each a “Joint Service Employee” and collectively the “Joint Service Employees”) shall remain an option to purchase NTELOS Common Stock issued under the NTELOS Stock Plans (each such option, a “Remaining NTELOS Option”). Each Remaining NTELOS Option shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding NTELOS Option immediately prior to the Distribution. Subject to Section 14.2(f), the exercise price and number of shares subject to each Remaining NTELOS Option shall be adjusted by action of the NTELOS Committee under the applicable NTELOS Stock Plan as follows: (i) the number of shares of NTELOS Common Stock subject to each such Remaining NTELOS Option shall be equal to the product of (x) the quotient obtained by dividing the number of shares of NTELOS Common Stock subject to the corresponding NTELOS Option immediately prior to the Distribution Time by the Reverse Stock Split Ratio and (y) the NTELOS Share Ratio, with fractional shares rounded down to the nearest whole share, and (ii) the per-share exercise price of each such Remaining NTELOS Option shall be equal to the product of (x) the product of the per-share exercise price of the corresponding NTELOS Option immediately prior to the Distribution Time and the Reverse Stock Split Ratio and (y) the NTELOS Price Ratio, rounded up to the nearest whole cent.
NTELOS Employees. Each NTELOS Restricted Stock Award outstanding under the NTELOS Stock Plans at the Distribution Time which is held by any person other than a Wireline employee (and other than a Joint Service Employee) shall remain an NTELOS Restricted Stock Award issued under the NTELOS Stock Plans (each such award, a “Remaining NTELOS Restricted Stock Award”). Each Remaining NTELOS Restricted Stock Award shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding NTELOS Restricted Stock Award prior to the Distribution. Subject to Section 14.3(f), the number of shares subject to each Remaining NTELOS Restricted Stock Award shall be adjusted by action of the NTELOS Committee under the applicable NTELOS Stock Plan as follows: (i) the number of shares of NTELOS Common Stock subject to each such Remaining NTELOS Restricted Stock Award shall be equal to the product of (a) the quotient obtained by dividing the number of shares of NTELOS Common Stock subject to the corresponding NTELOS Restricted Stock Award immediately prior to the Distribution Time by the Reverse Stock Split Ratio and (y) the NTELOS Share Ratio, with fractional shares rounded down to the nearest whole share.