Establishment. Except as otherwise specifically provided in this Agreement or by non-waivable provision of the Delaware Act, the business, property and affairs of the Company shall be managed, operated and controlled at the sole, absolute and exclusive direction of the board of managers (the “Board” and each manager of the Board, a “Manager”) in accordance with the terms of this Agreement. Except as otherwise expressly provided by this Agreement, no Member shall have management authority or voting or other rights over, or any other ability to take part in the conduct or control of the business of, the Company. Each Manager shall be a “manager” (as defined in the Delaware Act) of the Company, but notwithstanding the foregoing, no Manager shall have any rights or powers beyond the rights and powers granted to such Manager in this Agreement. Notwithstanding any duty existing at law, in equity or otherwise, with respect to any matter that is to be voted on by the Managers, a Manager may grant a proxy to any other Manager or other Person.
Establishment. The Procter & Gamble Company, an Ohio corporation (the “Company”), hereby establishes an incentive compensation plan to be known as The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “Plan”), as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Units, Cash-Based Awards and Other Stock-Based Awards. This Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect as provided in [Section 1.3].
Establishment. Arrow Electronics, Inc., a New York corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the 2004 Omnibus Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document.
Establishment. Pure Cycle Corporation hereby establishes the Pure Cycle Corporation 2024 Equity Incentive Plan (the “Plan”) for certain officers, employees, consultants, and directors of the Company.
Establishment. The Parties agree that the joint venture contemplated by this Agreement shall be carried out exclusively through AI-NOVA ACQUISITION CORP, which will be established in accordance with the License Agreement.
Establishment. Bank shall establish the policies, credit scoring systems, and standards applicable to the Program for determining who will be granted credit and in what amount and how the Credit Limit may be modified or terminated (the “Risk Management Policy”). Bank shall review all Program Card Applications received by or on behalf of Bank and Bank shall approve for credit those Applicants who meet the standards of
Establishment. Promptly following the Effective Date, each Party shall designate an individual to act throughout the Term as the primary contact for such Party for the business relationship and for the resolution of non-technical matters related to this Agreement (each, such Partys Alliance Manager).
Establishment. The Solid Ventures, LLC Equity Incentive Plan (the Original Plan) was established effective as of . The Original Plan is hereby amended and restated in its entirety effective as of . The Original Plan, as so amended and restated, shall be known as the Solid Biosciences, LLC Amended and Restated Equity Incentive Plan (the Plan).
Establishment. Mentor Graphics Corporation, an Oregon corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the Mentor Graphics Corporation 2010 Omnibus Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document. This Plan permits the issuance of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards. This Plan shall become effective upon stockholder approval and shall remain in effect as provided in [Section 1.3] hereof.
The National Western Life Group, Inc. Incentive Plan (the “Plan”) established as of , is hereby amended and restated, effective as of , which amendment and restatement # removes certain provisions in the Plan that have become non-operative as a result of the elimination by the U.S. Congress of certain provisions of Code section 162(m) in , # prospectively modifies the definition of “Change in Control” and # makes certain non-substantive technical corrections to the Plan. Capitalized terms used herein without definition shall have the respective meanings assigned to them in [Section 2].
Establishment of Fees. Manager shall assist Provider in establishing the commercially reasonable fees that Provider shall charge for all Wound Care Products offered for sale by Provider.
Establishment of Fees. Manager shall assist Provider in establishing the commercially reasonable fees that Provider shall charge for Storage and for Cells.
The Potlatch Corporation Deferred Compensation Plan for Directors II was adopted effective , by the Board of Directors of Potlatch Corporation, and most recently amended and restated effective to provide Directors an opportunity to defer payment of their Director’s Fees and to credit their Deferred Equity-Based Awards. The Plan is also intended to assist the Company in attracting and retaining persons of outstanding achievement and ability as members of the Board.
Establishment and Purpose. Telos Identity Management Solutions, LLC, a Delaware limited liability company doing business as Telos ID ("Telos ID"), hereby adopts the Telos ID Sale Bonus Plan (this "Plan"), effective as of , the date on which this Plan was adopted by Telos ID's Board of Directors (the "Board"). The purpose of this Plan is to provide a long-term incentive program to motivate key executives of Telos ID to participate in the value creation of Telos ID and enjoy the benefits of participation in future increases in the value of Telos ID and its underlying assets. Capitalized terms not defined in this Plan have the meanings ascribed to them in the Second Amended and Restated Operating Agreement of Telos ID, dated as of .
Establishment of Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount equal to all Indemnifiable Liabilities reasonably anticipated at the time to be incurred in connection with any Claim. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; # the trustee of the Trust shall advance, within ten (10) business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under this Agreement); # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; # the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and # all unexpended funds in that Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee. Nothing in this [Section 4] shall relieve the Company of any of its obligations under this Agreement.
This Executive Severance Plan (the “Plan”) is established to provide severance and other welfare benefits for eligible executives of Interpublic and its Subsidiaries in the event that their employment is terminated either # by Interpublic or a Subsidiary for a reason other than Cause or # by the executive for Good Reason. The Plan is an unfunded welfare plan maintained primarily for the purpose of providing severance and other welfare benefits to a select group of management and highly compensated employees.
Establishment of Plan. This Plan was established effective , to permit Directors of the Company who are not salaried employees of the Company to voluntarily defer receipt of some or all of their meeting fees and retainer and to share in the long-term growth of the Company by acquiring, on a deferred basis, an ownership interest in the Company. This amended and restated Plan is effective .
Establishment and Amendment. On the Board adopted the “TRUSTCO BANK CORP NY 2010 EQUITY INCENTIVE PLAN”. On , the Board amended the Plan, and on , the Board amended and restated the Plan. Effective as of , the Board hereby further amends and restates the Plan.
Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under [Section 4].
Establishment of Trust. The Participating Employers shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan except as provided in the Trust. The Participating Employers may from time to time transfer to the Trust cash, or other marketable securities or other property acceptable to the trustee in accordance with the terms of the Trust. If the Participating Employers have deposited funds in the Trust, such funds shall remain the sole and exclusive property of the Participating Employer that deposited such funds.
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