Management Equity Plan. On or before the Closing Date, the Company shall establish a Management Equity Plan.
Management Equity Plan. Section 2(d)(iii) of the Agreement is hereby amended by deleting its entirety and inserting the following in lieu thereof:
Management Equity Plan. As of the Effective Date, the Reorganized Debtors shall adopt and implement the Management Equity Plan, substantially in the form set forth in the Plan Supplement.
Management Equity Plan. (a) The Company has provided Consultant with the following documents: (i) an offering memorandum describing an opportunity to purchase certain units (the "A Units") in the Company's current ultimate parent, Nalco LLC (the "Management Equity Plan"), (ii) a Limited Liability Company Agreement for Nalco LLC, (iii) a Registration Rights Agreement for Nalco LLC, (iv) a Management Members Agreement for A Units and (v) a Subscription Agreement permitting Consultant the opportunity of purchasing $200,000 of A Units pursuant to the Management Equity Plan and (vi) 2004 Unit Plan (collectively the "Management Equity Plan Agreements"). Consultant may purchase $200,000 in A Units subject to the Management Equity Plan, by executing the Management Equity Plan Agreements, making the payment to Nalco LLC for $200,000 and executing this Agreement (the "Consultant A Units"). (b) Consultant acknowledges that the Management Equity Plan was initially created for employees of the Company and that the Management Equity Plan Agreements refer to the participants as employees of the Company, but that notwithstanding any such references Consultant shall not be an employee of the Company or Nalco LLC and shall not have any rights as an employee by reason of his participation in the Management Equity Plan or his execution of the Management Equity Plan Agreements. (c) In the event that Consultant elects Reduced Services pursuant to Section 2 during the Term, the Company shall have the option to purchase from Consultant a pro-rata percentage of the Consultant A Units at their then fair market value (as determined pursuant to the Management Equity Plan) where such pro-rata percentage equals the percentage reduction in Services elected by Consultant. Further, in the event Consultant elects to terminate this Agreement at his will during the Term, the Company shall have the option to purchase all of the Consultant A Units at their then fair market value. (d) These call options are in addition to the call options in the Management Equity Plan Section
Management Equity Plan. We have established a management equity plan (the Plan) designed lo align the interests of management with those of the holders of our Units. Pursuant to the LLC Agreement, we initially reserved for issuance 3,175 Class B Units and 6,095 Class C Units for issuance pursuant to the Plan. Under the Plan, a management participant purchases interests in either Ripplewood Chemical Management LLC or Ripplewood Chemical Management Corporation (the Management Equity Vehicles). The Management Equity Vehicle then purchases a like number of our Units. For each Class B Unit indirectly acquired by each participant in the Plan, that participant is granted a number of Class C Units. The participant is fully vested in each of his Class B Units, but the Class C Units granted to him are subject to forfeiture, based upon a declining scale, if the participant voluntarily terminates his employment without “Good Reason” prior to the fourth anniversary of the date of grant, or terminates employment with “Good Reason,” or is terminated by us without “Cause” prior to the third anniversary of the date of grant. Participants terminated for “Cause” prior to the fourth anniversary of the date of grant forfeit all Class C Units. At December 31, 2002 and 2001, 2,220 Class B Units and 4,308 Class C Units had been issued to the Management Equity Vehicles pursuant to the Plan, which Units are included in the numbers outstanding described above. In connection with the Plan, KRATON loaned to each Plan participant up to 75% of the purchase price of the Class B Units issued to such participant. Each such loan matures in four consecutive annual installments, commencing on the fourth anniversary of the date thereof, in amounts equal to 6.67%, 6.67%, 6.67%, and 79.99% of the principal amount of the Loan on the fourth, fifth, sixth, and seventh anniversary dates of such loan, respectively. Interest accrues on such loans at the prime rate in effect at The Chase Manhattan Bank plus 0.5%. At December 31, 2002 and 2001, such loans in the principal amount of $1.4 million and $1.3 million, respectively, were outstanding and included in members’ equity. RIPPLEWOOD CHEMICAL HOLDINGS LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2002 and 2001
Management Equity Plan. If the Scheme becomes effective, the Company may invite managers to participate in the Management Equity Plan and become Management Shareholders. Eligible managers invited to participate will be issued Class C Shares – being securities issued by HoldCo designated as Class C Shares. Other provisions
Management Equity Plan. Effective as of the Closing Date, there will be 10,000,000 authorized Holdco Common Shares, of which 393,710 Holdco Common Shares will be reserved for issuance of equity awards to certain employees, consultants and independent directors of Holdco and its Subsidiaries pursuant to a management equity compensation plan (the “Management Equity Plan”) to be established on the Closing Date, substantially in the form attached as Exhibit I hereto, as will be amended at or prior to the Closing in accordance with the provisions of the term sheet attached as Exhibit L hereto (the “Management Equity Term Sheet”). Equity awards under the Management Equity Plan in respect of 201,347 Holdco Common Shares shall be awarded upon the Closing Date to those individuals selected by board of directors of Holdco or a committee thereof.
Management Equity Plan. (a) The Company has provided Consultant with the following documents: (i) an offering memorandum describing an opportunity to purchase certain units (the ‘‘A Units’’) in the Company’s current ultimate parent, Nalco LLC (the ‘‘Management Equity Plan’’), (ii) a Limited Liability Company Agreement for Nalco LLC, (iii) a Registration Rights Agreement for Nalco LLC, (iv) a Management Members Agreement for A Units and (v) a Subscription Agreement permitting Consultant the opportunity of purchasing $200,000 of A Units pursuant to the Management
Management Equity Plan. At the Closing, the Company shall establish the NQSOP and shall issue options to such individuals and in such amounts as set forth on Exhibit C hereto.
Management Equity Plan. As of the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors shall adopt and implement the Management Equity Plan, which shall include, among other things, the grant of stock options to the Reorganized Debtors’ senior management for a percentage of New Common Stock not to exceed 10% of the total voting and economic interest of the Reorganized Debtors. The awards of stock options to members of the Debtors’ senior management shall be determined by the New Board of the Reorganized Debtors, which awards may consist of, among other things, restricted stock and/or time and performance based options, and will take account of any other bonus and compensation plans. The members of management and the employees entitled to participate in the Management Equity Plan, and the awards for each, will be determined by the New Board in its sole and absolute discretion. Except as otherwise provided in the Plan, any pre-existing understandings, either oral or written, between the Debtors and any current or former director, officer, or employee as to entitlement to participate in any equity or other incentive plan of any kind existing as of the Petition Date shall be null and void as of the Effective Date and shall not be binding on the Reorganized Debtors with respect to the Management Equity Plan or any other incentive plan implemented after the Effective Date. All decisions as to entitlement to participate after the Effective Date in any new incentive plan shall be within the sole and absolute discretion of the New Board.
