Other Plan Provisions. All rights of the Optionee and all obligations of the Company with respect to the Option granted hereby or otherwise arising under this Agreement are further limited and qualified as set forth in the Plan, and, in the event of any conflict between provisions of the Plan and those of this Agreement, the Plan provisions shall govern.
Other Plan Provisions. RELEASES AND EXCULPATION The Company/Debtors will release their respective officers and directors, the Revolving Loan Lenders and agent under the Revolving Loan Agreement, the Term Loan Lenders and agent under the Term Loan Agreement, and the respective officers, directors, employees, agents, advisors and professionals of each of the foregoing, including of the Company/Debtors, from all claims arising on or before the Effective Date, other than for claims based on willful misconduct, intentional fraud, or criminal conduct as determined by a final order entered by a court of competent jurisdiction. The Plan will include standard exculpation for individuals and professionals participating in the Debtors' chapter 11 cases. The Term Loan Lenders will release the Debtors and their respective officers, directors, employees, agents, advisors, and professionals from all claims arising on or before the Effective Date, other than for claims based on willful misconduct, intentional fraud, or criminal conduct as determined by a final order entered by a court of competent jurisdiction.
Other Plan Provisions. 1. If your Employer or bargaining unit terminates participation in the RSP before you retire and have not enrolled in the RSP Gold or Silver, you will not be eligible for RSP.
Other Plan Provisions. The Company agrees that the following sections of the Plan shall not apply to this Agreement or the Option granted hereunder: (a) Section 15(b)(ii) of the Plan; and (b) the provisions in the first sentence of Section 4(d) of the Plan relating to rights of first refusal and rights of repurchase. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. REALD INC. NOTICE OF EXERCISE OF NONSTATUTORY PERFORMANCE STOCK OPTION BY OPTIONEE RealD Inc. 000 X. Xxxxxxxx Xxxxx, Xxxxx 000 Beverly Hills, California 90210 Attention: Secretary Re: Exercise of Nonstatutory Performance Stock Option to Purchase Shares of Company Stock Xxxxxxx X. Xxxxx [PRINT NAME OF OPTIONEE] Pursuant to the Nonstatutory Performance Stock Option Agreement dated , 2010 between RealD Inc., a Delaware corporation, (the “Company”) and me, made pursuant to the 2010 Stock Incentive Plan (the “Plan”), I hereby request to purchase Shares (whole number only and must be not less than 25 Shares or the remaining number of vested Shares under this Option) of common stock of the Company (the “Shares”), at the exercise price of $ per Share. I am hereby making full payment of the aggregate exercise price by one or more of the following forms of payment in accordance with the whole number percentages that I have provided below. I further understand and agree that I will timely satisfy any and all applicable tax withholding obligations as a condition of this Option exercise. Percentage of Payment Form of Payment As Provided In the Nonstatutory Performance Stock Option Agreement % Cash/My Personal Check/Cashier’s Check/Money Order (payable to “RealD Inc.”) % Cashless Exercise as provided in the Nonstatutory Performance Stock Option Agreement % Surrender of vested Shares (Valued At Their Fair Market Value) Owned By Me For More Than Six (6) Months 100 % Check one: ¨ The Shares certificate is to be issued and registered in my name only. ¨ The Shares certificate is to be issued and registered in my name and my spouse’s name. [PRINT SPOUSE’S NAME, IF CHECKING SECOND BOX] Check one (if checked second box above): ¨ Community Property or ¨ Joint Tenants With Right of Survivorship I acknowledge that I have received, understand and continue to be bound by all of the terms and conditions set forth in the Plan and in the Nonstatutory Performance Stock Option Agreement. Dated: (Optionee’s Signature) (Spouse’s Signature)** **Spouse must sign this Notice of Ex...
Other Plan Provisions. The rights granted under this Award Agreement are subject to all of the provisions of the Plan, as it may be amended from time to time, and, except as otherwise expressly provided, to all constructions, interpretations, rules and regulations which may be adopted in connection with the Plan. Capitalized terms not otherwise defined in this Award Agreement shall have the meanings assigned to them in the Plan.
Other Plan Provisions. Releases and Exculpation The Debtors will release their respective current and former officers and directors, the Senior Secured Lenders, the Second Lien Noteholders, the Administrative Agent, the Collateral Agent, the Indenture Trustee, the Senior Representatives, the Second Lien Representative, and the respective officers, directors, employees, agents, advisors, and professionals of each of the foregoing, including the Debtors (all of the foregoing the “Releasees”), from all claims arising before the Effective Date other than claims (i) based upon willful misconduct, intentional fraud, or criminal conduct as determined by a final order entered by a court of competent jurisdiction and (ii) claims against any Senior Secured Lender and Second Lien Noteholder relating to the purported termination of certain of Debtors’ rights and agreements with respect to USS Products Investor LLC. The Plan will include standard exculpation for the Releasees for participating in the Debtors’ chapter 11 cases, including any parties’ respective present or former officers, directors, employees, agents, and advisors of each of the forgoing. The Senior Secured Lenders and the Second Lien Noteholders will release the Debtors and their respective current and former officers, directors, employees, agents, advisors, and professionals from all claims arising on or before the Effective Date, other than claims (i) based upon willful misconduct, intentional fraud, or criminal conduct as determined by a final order entered by a court of competent jurisdiction and (ii) claims relating to the purported termination of certain of Debtors’ rights and agreements with respect to USS Products Investor LLC. To the extent permitted by applicable law, the Administrative Agent, the Collateral Agent, the Indenture Trustee, the Senior Representatives, the Second Lien Representative and their respective officers, directors, agents, advisors, and professionals shall be released by all creditors and interest holders from any and all claims arising at any time. Governance The New Board shall (a) have up to seven (7) members, two (2) of whom shall be members of management, at least one (1) of whom shall be independent and shall serve as the Chairman of the New Board, and the remainder shall not be members of management. The initial New Board shall be appointed by the Requisite Senior Lenders (in consultation with (but not subject to the consent of) the Second Lien Representative, provided that the New Boar...
Other Plan Provisions. Effective Date: ___________________________________________________________________________________________ SCHEDULE D SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION The following elections are made with regard to the Plan’s Safe Harbor status pursuant to Section VII herein. For Plan Years indicated below, the Plan hereby invokes a Safe Harbor status in accordance with IRS Notices 98-52 and 2000-3. For all Plan Years in which this Safe Harbor election is being made, the limitations and restrictions found in Section VII herein apply.
Other Plan Provisions. The Company agrees that the following sections of the Plan shall not apply to this Agreement or the Option granted hereunder: (a) Section 15(b)(ii) of the Plan; and (b) the provisions in the first sentence of Section 4(d) of the Plan relating to rights of first refusal and rights of repurchase.
Other Plan Provisions. The Plan shall contain customary release provisions with respect to directors, officers and employees of the GCX Debtors, preserve any pre-petition claims of directors, officers and employees of the GCX Debtors to the extent of coverage therefor under GCX's existing Directors and Officers Insurance Policy ("D&O Policy") and preserve the rights of the current GCX directors and officers consistent with the GCX bylaws against reorganized GCX with respect to advancement of legal fees and expenses up to an aggregate maximum of $250,000 for all individuals, claims and occurrences (subject to replenishment by any reimbursement received by reorganized GCX from any source). In addition, AMCE will fund the procurement of "tail" coverage under the D&O Policy, up to a maximum premium cost of $350,000, which amount will not be an Deduction Claim within the meaning of the Term Sheet. We look forward to working with you on the Proposed Transaction. Very truly yours, AMC Entertainment Inc. By: Xxxxx X. Xxxxx Chairman, Chief Executive Officer and President ACKNOWLEDGED AND AGREED TO: GC Companies, Inc. By: G. Xxxx Xxxxxxx President and Chief Operating Officer THE COMMITTEE OF UNSECURED CREDITORS IN THE CHAPTER 11 CASES OF THE GCX DEBTORS By: Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: Name: Title: HARCOURT GENERAL, INC. By: Name: Title: Please see Term Sheet attached to Support Agreement as Exhibit "A"
Other Plan Provisions. A. RELEASES The Plan will provide customary releases by the Company for all current directors, officers, and Noteholders who execute lockup agreements (the "LOCK-UP NOTEHOLDERS") and their and the Company's respective advisors and such other releases that may be agreed upon with the Company and the Ad Hoc Committee.
