Treatment of Abbott Options/Non-Retirement Eligible Sample Clauses

Treatment of Abbott Options/Non-Retirement Eligible. Subject to Sections 7.1(c) and (d) of this Agreement, as of the Distribution Date, (i) Abbott shall cancel, as of the Distribution Date, each Abbott Option held by a Transferred Employee who is not eligible to retire under the Abbott ARP or any other Abbott retirement plan designated by Abbott as of the Distribution Date (where that retirement eligibility shall be determined by Abbott in its sole discretion as of the Distribution Date, based on the terms and conditions of the Abbott ARP or such other retirement plan covering the applicable Transferred Employee, as applicable) and which is outstanding immediately prior to the Distribution Date (whether or not then exercisable), and (ii) Hospira shall grant each such Transferred Employee a Hospira Option in respect of such cancelled Abbott Option. The number of covered shares and the exercise price of the Hospira Options shall reflect the Distribution and preserve the corresponding Abbott Option's intrinsic value as of the Distribution Date, that value being equal to (A) the difference between the fair market value of a share of Abbott common stock at the last closing price prior to the Distribution less that Abbott Option's exercise price per share, multiplied by (B) the number of shares subject to that Abbott Option. Each Hospira Option shall maintain the same ratio between the exercise price per share and the fair market value per share as reflected in the respective Abbott Option being cancelled. The exercise price and number of shares subject to a Hospira Option granted in respect of the cancelled Abbott Option shall be determined in accordance with Section 424 of the Code so as to retain, where applicable and possible, the tax and accounting treatment of each such Abbott Option. The Hospira Options shall contain substantially similar terms and conditions as the Abbott Options for which they were substituted. On or prior to the Distribution Date, Abbott and Hospira shall take such actions necessary to effectuate the foregoing, including compliance with securities laws and other legal requirements associated with the grant of stock options in the affected non-U.S. jurisdictions. Abbott agrees to assist and facilitate the adoption and approval of the Hospira SIP in order to maximize the possible tax benefits to Hospira consistent with the requirements of Treasury Regulation Section 1.162-27(f)(4)(iii). (b)
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Related to Treatment of Abbott Options/Non-Retirement Eligible

  • Death After Separation from Service But Before Benefit Distributions Commence If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Bank of the Executive’s death certificate.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

  • Disability; Retirement If, as a result of your incapacity due to physical or mental illness, You shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given You shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination of your employment by the Company or You due to your "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to You.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • Post-Retirement Benefits The present value of the expected cost of post-retirement medical and insurance benefits payable by the Borrower and its Subsidiaries to its employees and former employees, as estimated by the Borrower in accordance with procedures and assumptions deemed reasonable by the Required Lenders is zero.

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