Management Equity Incentive Plan. Prior to the Closing Date, the board of directors of TopCo and Pegasus as the sole shareholder of TopCo may approve and adopt a management equity incentive plan which is agreed with the Company. Such management equity incentive plan, if approved and adopted, shall specify which members of the future TopCo management shall be beneficiaries of the plan. The details of this management equity incentive plan shall be further discussed and agreed between the Company and Pegasus before the Closing Date.
Management Equity Incentive Plan. On or as soon as reasonably practical following the Effective Date, the Reorganized Hertz Parent Board will adopt and implement the Management Equity Incentive Plan, which shall provide for not less than 5% of Reorganized Hertz Parent Common Interests to be reserved for directors, officers, and employees of the Reorganized Debtors in accordance with the MIP Term Sheet and as otherwise determined by the Reorganized Hertz Parent Board.
Management Equity Incentive Plan. Each Shareholder acknowledges and agrees that pursuant to the Management Equity Incentive Plan, until the Second Step Closing, a portion of the total equity of the Group shall be held by management of the Company (such portion not to exceed 2.872% of the Group’s total share capital).
Management Equity Incentive Plan. The Parent Board (or the compensation committee thereof) shall have adopted the Management Equity Incentive Plan.
Management Equity Incentive Plan. Each Committed Holder and each Kohlberg Stockholder hereby agrees to permit a new XXXX management equity incentive plan on terms to be mutually agreed with the Companies and the Kohlberg Stockholders, effective as of the Closing.
Management Equity Incentive Plan. On the Effective Date, the Management Equity Incentive Plan shall be implemented and shall be substantially in the form of Exhibit 5.9 hereto.
Management Equity Incentive Plan. The Company shall seek to amend its existing management equity incentive plan and/or adopt a new management equity incentive plan, and the Purchaser shall support an amendment to the Company’s existing management equity incentive plan and/or adoption of a new management equity incentive plan, which, among other things, (i) provides for a number of shares of Common Stock issuable thereunder in an amount (when taken together with grants already issued or available for issuance under the existing management incentive equity plan) equal to fifteen (15%) of the sum of (I) the Common Stock of the Company outstanding immediately following the Closing Date and (II) the Common Stock Equivalents outstanding immediately prior to the Closing Date that have an exercise price or conversion price below the Initial Conversion Price, (ii) provides for grants under the amended and/or new management equity incentive plan that are priced equal to or greater than the Conversion Price, (iii) sets aside thirty percent (30%) of the amended and/or new management equity incentive plan for promotions, extraordinary performance and new hires, (iv) provides for vesting that is tied to, among other things, satisfaction of major value creation milestones determined by the compensation committee of the Board of Directors of the Company and other terms and conditions reasonably acceptable to Xxxx Capital, (v) provides that any unallocated portion of the amended and/or new management equity incentive plan shall be allocated to management upon a Fundamental Transaction (other than pursuant to clauses (ii) of the definition thereof) and (vi) restricts the transfer of any such management equity incentive grants under such amended and/or new management equity incentive plan (including any shares of Common Stock issuable upon exercise of any option grants) except in limited circumstances, such as estate planning purposes. The Company and its Board of Directors and Xxxx Capital shall work together, in good faith, toward the establishment of such amended and/or new management equity incentive plan following the Closing, which amended and/or new management equity incentive plan shall be reasonably acceptable to Xxxx Capital.
Management Equity Incentive Plan. Parent shall seek, and use its commercially reasonable efforts to obtain, the approval of Parent’s stockholders, at the next regularly scheduled annual meeting of stockholders of Parent, to adopt the Management Equity Incentive Plan.”
Management Equity Incentive Plan. (a) Each Party acknowledges that on and/or after the date of this Agreement, certain members of Management shall acquire equity directly or indirectly in a member of the Group in accordance with the terms and conditions of a Management Equity Incentive Plan. Coty agrees that it shall cooperate and take all reasonable steps required by Rainbow Capital for the purposes of implementing and amending a Management Equity Incentive Plan, and each of Rainbow Capital and Coty agree that any issuances of any New Securities pursuant to such Management Equity Incentive Plan shall, directly or indirectly, dilute each of them proportionately on a pro rata basis (without impact to their respective Shareholder Group’s Equity Percentages). Rainbow Capital shall consult with the Coty Parent prior to the implementation of any such Management Equity Incentive Plan.
Management Equity Incentive Plan. The parties acknowledge and ----------------------------------- consent to the implementation by the Company as soon as practicable after the date hereof of an equity incentive plan for management of the Company; such plan shall provide for the issuance of up to 1,200 shares of Company Common Stock to key management personnel of the Company, with the "vesting" of such stock to occur over a three year period based upon the achievement of financial and operating goals established by the Company.
