Management Incentives. The Executive shall be eligible to participate in the Company’s Stock Incentive Plan, which shall provide that the management of the Company as a group shall have the right to earn shares of the Company’s common stock equal to an additional 7.5% ownership of the Company, based upon performance and incentive accomplishments set forth therein.
Management Incentives. The members hereby agree to grant “profits interest” or other equity incentives (collectively, “Equity Incentives”) to the executive management team of the Company and its subsidiaries, subject to the following:
Management Incentives. All necessary actions have been taken by Parent and Merrill Corporation to provide the members of Company management an aggregate pool of options to purchase 250,000 shares of common stock of Merrill Corporation pursuant to its 1999 Stock Option Plan, as amended, in accordance with the terms set forth in the letter agreement dated the date hereof between Merrill Corporation and the Company (the "Merrill Options").
Management Incentives. Promptly following the date of this Agreement, the Board of Directors of JVCO shall meet to develop a plan to provide equity incentives to certain individuals (some designated by the CMH Directors and some designated by the FSPV Directors) who will serve the JV, which equity incentives may include grants of phantom or actual equity interests in the JV and which will vest (i) only upon an initial public offering of JVCO or any successor (which shall include a listing of interests of JVCO on the Hong Kong, Shanghai or similar Stock Exchange, any U.S. national securities exchange or any similar listing); a merger, consolidation, stock sale or similar transaction resulting in a change in control; or a sale of substantially all of the assets of the JV and (ii) provided that such person was employed by or provided services to the JV at least one year prior to the first closing of such offering or sale event. The grants will be payable in the form of restricted stock or cash as agreed by the parties in advance.
Management Incentives. The Members hereby agree to grant “profits interests” to the executive management team of the Company and its subsidiaries in the form of Class B Units. The aggregate grant of profits interests and other equity incentives to the executive management team of the Company and its subsidiaries shall not exceed 5% of the fully-diluted Interests. Class B Units granted to Class B Members shall be subject to the following terms and conditions:
Management Incentives. The Buyer will offer existing MFI management employment agreements and up to 15% of the equity of the Buyer, such equity to be offered in the form of options with 5% vesting over time with no performance minimums, 5% vesting over time with performance criteria based on the "management case", and up to 5% for value obtained in excess of the "management case." All of the management options will be subject to customary antidilution adjustment provisions. (h)
Management Incentives. Terms of Management Options and employment agreements to be provided for in the Plan subject to prior approval by two-thirds in amount of the Committed Noteholders and New Investors.
Management Incentives. On or before the reorganization contemplated by the Shareholder Approval, the Company and the Subsidiaries shall have issued all of the securities to be issued to management as set forth in Schedule 3.1(g) attached hereto.
Management Incentives. Terms of Management Options and employment agreements to be provided for in the Plan subject to prior approval by two-thirds in amount of the Committed Noteholders and New Investors. 3 Reorganized ONCO will be a public company and intends to seek listing of the New Common Stock and the New Convertible Preferred Stock on NASDAQ or NYSE. Exhibit B FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of , 2004, is entered into by and among Oglebay Norton Company, an Ohio corporation (the “Company”) and the holders of Subordinated Notes (as defined herein) signatories hereto (each, a “Noteholder” and, collectively, the “Noteholders”) and certain third party accredited investors signatory hereto (the “Third Party Investors” and, together with the Noteholders, the “Subscribers”).
Management Incentives. The Compensation Committee of the Board intends to adopt a return-on-invested-capital performance hurdle to the Company’s management incentive program, and will evaluate the implementation of this modification in good faith.
