Voting of Qualifying Employer Securities Sample Clauses

Voting of Qualifying Employer Securities. To the extent a Participant's Account is invested in qualifying employer securities, the following shall have the right to exercise any voting rights with respect to such securities: (Select one.) The Participant (or in the event of his death, his Beneficiary); or The Employer (if more than one Employer has adopted the Plan, the first Employer named in this Adoption Agreement); or The Plan Administrator; or An investment manager appointed under the terms of the Trust Agreement; or The Trustee; or Other: _____________________________________ ____________________________________________ ____________________________________________
Sample 1
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Voting of Qualifying Employer Securities. (a) Except as otherwise provided in this Appendix E, the duty with respect to the voting, retention, and tendering of Qualifying Employer Securities held in the Stock Fund A or the Stock Fund B shall be solely that of the Master Trustee, to be exercised solely in the Master Trustee's discretion.
Sample 1
Voting of Qualifying Employer Securities. To the extent a Participant's Account is invested in qualifying employer securities, the following shall have the right to exercise any voting rights with respect to such securities: (Select one.) [ ] The Participant (or in the event of his death, his Beneficiary); or [ ] The Employer (if more than one Employer has adopted the Plan, the first Employer named in this Adoption Agreement); or
Sample 1
Voting of Qualifying Employer Securities. The Committee shall direct the Trustee as to the manner in which voting rights of Qualifying Employer Securities are to be exercised, except that if more than 10 percent of the assets of the Trust are invested in Qualifying Employer Securities each Participant and beneficiary shall be entitled to direct the Trustee as to the exercise of voting rights on Qualifying Employer Securities allocated to his Employer Stock Account with respect to a corporate action which involves the voting of such shares with respect to the approval or disapproval of any corporate merger, consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business or a similar transaction specified in regulations under Section 409(e)(3) of the Code. In that event, any allocated Qualifying Employer Securities with respect to which voting directions are not given shall not be voted, and shares of Qualifying Employer Securities held by the Trust which are not then allocated to Participant's Employer Stock Accounts shall be voted in the manner determined by the Committee. Notwithstanding anything else in this Section 8.12 or the Plan to the contrary, the Committee shall vote proxies of Employer Securities as the investment manager of those assets, unless pursuant to the Plan the vote is to be passed through to participants, in which case the vote shall be passed through to participants. If the Employer has a registration-type class of securities, each Participant or beneficiary in the Plan is entitled to direct the Plan as to the manner in which securities of the Employer which are entitled to vote and which are allocated to the account of such Participant or beneficiary are to be voted.
Sample 1
Voting of Qualifying Employer Securities. Each Participant, Former Participant, or Beneficiary of a deceased Participant or Former Participant shall be the "named fiduciary," as such term is defined in Section 402(a)(2) of the Act, with respect to the Qualifying Employer Securities allocated to his Account and shall be entitled to direct the Trustee concerning the manner in which such Qualifying Employer Securities are to be voted. Not less than. fifteen (15) days nor more than fifty (50) days prior to holding of each annual or special meeting of the shareholders of the Company, the Trustee shall furnish to each Participant, Former Participant, and Beneficiary of a deceased Participant or Former Participant a ballot form or proxy covering those issues to be voted on, on which may be set forth the Participants, Former Participants, or Beneficiary's instruction as to the manner of voting those Qualifying Employer Securities with respect to which he is entitled to direct the Trustee under this Section 13.3. Upon receipt of such instructions, the Trustee shall vote (or exercise dissenters rights where applicable) such Qualifying Employer Securities in accordance with the instructions received. The Trustee shall be the "named fiduciary" with respect to any nonvoted or unallocated Qualifying Employer Securities and shall vote such Qualifying Employer Securities in its sole and absolute discretion.
Sample 1
Voting of Qualifying Employer Securities. (a) Anything in this Trust Agreement to the contrary notwithstanding, if any Plan Assets are invested in qualifying employer securities pursuant to an Adoption Agreement, the Trustee shall exercise any voting rights pertaining to any such securities in accordance with any instructions received from the person or persons designated in the Adoption Agreement as having the right to exercise such voting rights. In the event that any such person or persons shall fail to so instruct the Trustee, then the Trustee shall have the same power to act (or refrain from acting) with respect to any such vote as it has with any other Plan Asset.
Sample 1
Voting of Qualifying Employer Securities 
Sample 1
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Related to Voting of Qualifying Employer Securities

  • Stock-Based Employee Benefit Plans Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

  • Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.2. Executive may exercise such options in accordance with the terms and conditions of the stock option plan and the agreement pursuant to which such options were granted.

  • Participation in Retirement and Employee Benefit Plans The Employee shall be entitled to participate in all plans relating to pension, thrift, profit-sharing, group life and disability insurance, medical and dental coverage, education, cash bonuses, and other retirement or employee benefits or combinations thereof, in which the Bank's executive officers participate.

  • Employees; Employee Benefit Plans (a) Section 4.11(a) of the Hxxxxx United Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of ERISA, including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of Hxxxxx United or any of its Subsidiaries has any present or future right to benefits and under which Hxxxxx United or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Hxxxxx United Benefit Plans.”

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Insurance for Own Account Nothing in Section 4.06 shall limit or prohibit (a) Owner from maintaining the policies of insurance required under Annex B with higher limits than those specified in Annex B, or (b) Mortgagee from obtaining insurance for its own account (and any proceeds payable under such separate insurance shall be payable as provided in the policy relating thereto); provided, however, that no insurance may be obtained or maintained that would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by Owner pursuant to this Section 4.06 and Annex B.

  • Stock Option Plans; Employee Benefits 6.26.1 The Acquiror Company has no stock option plans providing for the grant by the Acquiror Company of stock options to directors, officers or employees.

  • Distributions on Account of Separation from Service If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless and until the Executive incurs a “separation from service” within the meaning of Section 409A.

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

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