By this Letter, the Company is by no way offering a permanent contract or guarantee of future employment with the Company. It is our expectation that in order to be eligible to receive this payment you will be employed through the payment date set forth in this Letter. Except as provided in the schedule below, the award described in Part I of this Letter is conditioned upon and subject to your continuous and uninterrupted employment with the Company described above. Should your employment with the Company terminate prior to the payment date, the following rules shall apply:
transfer agent) on behalf of the Participant. As a condition of accepting this award, the Participant hereby irrevocably appoints Services, Inc., or its successor, as the Participant’s attorney-in-fact, with full power of substitution, to transfer (or provide instructions to the Company’s transfer agent to transfer) such shares on the Company’s books.
Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.
Terms and Conditions. The terms and conditions of each Restricted Stock Unit granted under this Section 6 shall be as described in Section 9.
Terms and Conditions. Subject to the terms of the Plan, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may change specific provisions of the Performance Award, provided, however, that such change may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the change. Performance goals for Performance Awards may be based on any performance criteria selected by the Committee, including but not limited to any of the following:
Terms and Conditions. Performance Awards may be valued by reference to the Fair Market Value of a Share or according to any formula or method deemed appropriate by the Committee, in its sole discretion, including, but not limited to, achievement of specific financial, production, sales, cost or earnings performance measures or objectives that the Committee believes to be relevant to the Company and/or one or more business units, divisions or Subsidiaries and for remaining in the employ or active service of the Company for a specified period of time, or the Company’s performance or the performance of its Shares (or the performance one or more business units, divisions or Subsidiaries) measured against the performance of the market, the Company’s industry segment or its direct competitors. Such performance measures or objectives may include, but are not limited to, sales (net placed annualized target premium for life business and total placed premium for annuity business); net sales; expense management; GAAP profitability; persistency; earnings; earnings per share; pre-tax earnings; net earnings; operating income; operating income before taxes; EBIT (earnings before interest and taxes); EBITDA (earnings before interest, taxes, depreciation and amortization); gross margin; revenues; revenue growth; market value added; economic value added; return on equity; return on investments; return on assets; return on net assets; return on capital; return on invested capital; total stockholder/shareholder return; profit; economic profit; operating profit; capitalized economic profit; net operating profit after tax; net profit before taxes; pre-tax profit; cash flow measures; cash flow return; comparable division or product sales; stock price (and stock price appreciation, either in absolute terms or in relationship to the appreciation among members of a peer group determined by the Committee); market share and/or market penetration; expenses; cost per policy; strategic milestones; goals related to acquisitions or divestitures; book value; book value per share; book value excluding accumulated other comprehensive income from stockholders’ equity; and/or book value per share excluding accumulated other comprehensive income from stockholders’ equity. Performance Awards may be paid in cash, Shares (including Restricted Stock) or other consideration, or any combination thereof. If payable in Shares, the consideration for the issuance of the Shares may be the achievement of the performance objective established at the time of the grant of the Performance Award. Performance Awards may be payable in a single payment or in installments and may be payable at a specified date or dates or upon attaining the performance objective, all at the Committee’s discretion. The extent to which any applicable performance objective has been achieved shall be conclusively determined by the Committee.
Terms and Conditions. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may specify in the applicable grant or thereafter. The Committee may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state laws, as it considers necessary or advisable.
Terms and Conditions. Other Stock-Based Awards made pursuant to this Article 9 shall be set forth in an Award Agreement and shall be subject to the following terms and conditions:
Terms and Conditions. In addition to the terms and conditions set forth in [Section 5], Restricted Stock Units awarded under the Plan shall be subject to the following terms and conditions and any Award Agreement providing for the grant of Restricted Stock Units shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable:
Terms and Conditions. In addition to the terms and conditions set forth in [Section 5], Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable:
Terms and Conditions. Awards made under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable:
Terms and Conditions. The terms and conditions of each Restricted Stock Unit granted under this [Section 6] shall be as described in [Section 9].
Terms and Conditions. The Awarded Shares shall be registered in the name of the Grantee effective on the Grant Date. The Company shall issue the Awarded Shares either # in certificated form, subject to a restrictive legend substantially in the form attached hereto as Exhibit “A” and stop transfer instructions to its transfer agent, and shall provide for retention of custody of the Awarded Shares prior to vesting and/or # in the form of a book-entry or direct registration, subject to restrictions and instructions of like effect. Prior to vesting (and if the Awarded Shares have not theretofore been forfeited in accordance herewith), the Grantee shall have the right to enjoy all shareholder rights (including without limitation the right to receive dividends (subject to forfeiture as more fully set forth below) and to vote the Awarded Shares at all meetings of the shareholders of the Company at which holders of Stock have the right to vote) with the exception that:
Other Terms and Conditions. All applicable terms and conditions of each Award described in this [Article 8], including, without limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion; provided, however, that the value of the consideration paid by a Participant for an Award shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.
General Terms and Conditions. The Employee hereby expressly agrees to all of the general terms and conditions set forth in [Exhibit B] attached hereto, all of which are hereby incorporated herein by reference.
Customary Terms and Conditions. All terms and conditions concerning the Acquisition will be stated in one or more definitive agreements, including but not limited to the Acquisition Agreement (and Schedules thereto), and the Employment Agreements (the Acquisition Documents) subject to the approval of the parties, acting on advice of counsel. The terms and conditions contained within the Acquisition Documents will be usual and customary in an Acquisition of this nature and mutually acceptable to the parties. The Acquisition Agreement will contain customary representations and warranties about the assets, with such representations and warranties surviving the Closing for twelve (12) months, and the only post-Closing remedy for any breach thereof to be limited to an offset against the BRGO Incentive Common Shares equal to the amount of damages resulting from such breach. Other than as described in the prior sentence, there will be no post-Closing remedies, indemnification, or other liability on the part of or its Shareholders pursuant to such Acquisition Agreement, except in the event of fraud.
Utilization of Multi-Trade Lines facilities is allowed to finance sales to your related companies at capping limit of from total Multi-Trade Lines limit of as approved by the Bank as follows:
Other Terms and Conditions. The Agreement to be entered into pursuant to this Plan shall contain such other terms, provisions and conditions not inconsistent with this Plan as shall be determined by the Committee. Where appearing in this Plan or the Agreement, the masculine shall include the feminine and the plural shall include the singular, unless the context clearly indicates otherwise. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the Code, to the extent applicable, or an exemption thereunder, and this Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with section 409A of the Code or an exemption thereunder and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. In no event may Participant, directly or indirectly, designate the calendar year of payment. Further, to the extent that any amounts payable under this Agreement constitutes non-qualified deferred compensation subject to section 409A of the Code, notwithstanding any provision of this Agreement to the contrary, # in no event shall the Participant’s execution of the Release, directly or indirectly, result in the Participant’s designation of the calendar year of payment, and # if such non-qualified deferred compensation payment that is subject to the Participant’s execution of the Release could be made in more than one taxable year, payment shall commence in the later taxable year. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). If Participant is a “specified employee” (as that term is used in section 409A of the Code and regulations and other guidance issued thereunder) on the date of Participant’s separation from service, any severance benefits payable under this Agreement that constitute non-qualified deferred compensation subject to section 409A of the Code shall be delayed until the earlier of # the first business day following the six-month anniversary of the date of Participant’s separation from service, or # the date of Participant’s death. On the earlier of # the first business day following the six-month anniversary of the date of Participant’s separation from service, or # Participant’s death, the Corporation shall pay Participant (or Participant’s estate or beneficiaries) a lump-sum payment equal to all payments deferred pursuant to the preceding sentence. No action or failure to act pursuant to this Subsection shall subject the Corporation nor any affiliate thereof to any claim, liability or expense, and neither the Corporation nor any affiliate thereof shall have any obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to section 409A of the Code.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.