Sxxxxx xxx is or is presumed or deemed to be unable or admits inability to pay its debts (by reason of actual or anticipated financial difficulties), suspends making payments on any of its debts.
Sxxxxx. I agree to the terms described above. ----------------------------------------------- Lawrxxxx X. Xxxxxxx Xxtachments: Exhibit A - Founders' Grant Exhibit B - Performance Share Retention Unit Grant Exhibit C - Special Retention Account Program Exhibit D - Excise Tax Gross-Up Exhibit E - Covenants EXHIBIT A VERIZON COMMUNICATIONS INC. FOUNDERS' GRANT STOCK OPTION AGREEMENT AGREEMENT between Verizon Communications Inc. ("Verizon") and the participant identified on the attached signature page (the "Participant").
Sxxxxx. Xotwithstanding the foregoing, the provisions of this Section 5 shall not apply to any shares of Common Stock owned by Vinnxxxx xxxor to February 25, 1991.
Sxxxxx. Xxxxx Singh, son of Sh. Uday Pxxxxx Xxxxx residing at F-0000 Xxxxxxxxxxx Xxxx, New Delhi-110019
Sxxxxx. I agree to the terms described above. ----------------------------------------------- Mary Xxxx Xxxxxx Xxtachments: Exhibit A -- Founders' Grant Exhibit B -- Performance Share Retention Unit Grant Exhibit C -- Special Retention Account Program Exhibit D -- Excise Tax Gross-Up Exhibit E -- Covenants EXHIBIT A VERIZON COMMUNICATIONS INC. FOUNDERS' GRANT STOCK OPTION AGREEMENT AGREEMENT between Verizon Communications Inc. ("Verizon") and the participant identified on the attached signature page (the "Participant").
Sxxxxx. Xx compensation for the performance of the Executive's services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $475,000, payable in accordance with the Company's standard payroll policies (the "Base Salary"). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Board (or a committee thereof) in its discretion. 2.2.
Sxxxxx. Xxx Xxxxxx xxx xx xxx xxxx xx xxxx xxxx to time, at its sole discretion and without demand and without notice to anyone, setoff any liability owed to the Borrower by the Lender, whether or not due, against any Obligation, whether or not due. In addition, each other Person holding a participating interest in any Obligations shall have the right to appropriate or setoff any deposit or other liability then owed by such Person to the Borrower, whether or not due, and apply the same to the payment of said participating interest, as fully as if such Person had lent directly to the Borrower the amount of such participating interest.
Sxxxxx. 2.0% of the Company's fully-diluted restructured Common Stock in the form of restricted stock to vest 2/3 on the second anniversary of the Effective Date and 1/3 on the third anniversary date of the Effective Date (with vesting of such stock fully accelerated upon a termination without Cause, a termination for Good Reason, a termination due to death or Disability or a change of control of the Company).
Sxxxxx. Each Shareholder and D. Sxxxxx xxxntly and severally represent and warrant to Buyer and WAXS as follows:
Sxxxxx. Xxis Agreement has been duly and validly executed and delivered by the Shareholders and D. Sxxxxx xxx constitutes their legal, valid and binding obligation, enforceable in accordance with its terms. The execution and delivery of this Agreement by the Shareholders and D. Sxxxxx, xxe consummation of the transactions contemplated herein by the Shareholders and D. Sxxxxx, xxd the performance of the covenants and agreements of the Shareholders and D. Sxxxxx xxxl not, with or without the giving of notice or the lapse of time, or both, (i) violate or conflict with any of the provisions of any charter document or bylaw of any Shareholder; (ii) violate, conflict with or result in
