Common use of Compensation Arrangements Clause in Contracts

Compensation Arrangements. On or prior to the date hereof, the Compensation Committee of the Company Board (the “Compensation Committee”) (i) approved all amounts payable to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Benefit Arrangement or other arrangement, understanding or agreement (together with each amendment thereof or supplement thereto, collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d) under the Exchange Act and (ii) took all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with Rule 14d-10(d) under the Exchange Act (the approvals and actions referred to in clauses (i) and (ii) above, the “Company Compensation Approvals”). All payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (A) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee and (B) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each member of the Compensation Committee is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. Prior to the execution and delivery of this Agreement, the Compensation Committee adopted a resolution consistent with the interpretative guidance of the SEC so that the disposition of shares of Company Capital Stock or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Compensation Arrangements. On or prior to the date hereof, the Compensation Committee of the Company Board has (the “Compensation Committee”) (ia) approved all amounts payable each Company Benefit Plan or other arrangement, understanding or agreement, and each amendment or supplement thereto or modification thereof, pursuant to which any payments have been or are to be made or benefits have been or are to be granted to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Benefit Arrangement or other arrangement, understanding or agreement (together with each amendment thereof or supplement thereto, collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d14d-10(d)(2) under the Exchange Act Act, and (iib) took taken all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with Rule 14d-10(d14d-10(d)(2) under the Exchange Act (the approvals and actions referred to in clauses (ia) and (iib) above, the “Company Compensation Arrangement Approvals”). All ; all payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (Ai) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee employee, and (Bii) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each member of the members of the Compensation Committee is an are, and the members of the Compensation Committee are, “independent directordirectors” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. Prior to the execution and delivery of this Agreement, the Compensation Committee adopted a resolution consistent with the interpretative guidance of the SEC so that the disposition of shares of Company Capital Stock or Company Stock Options pursuant to this Agreement Act and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Actinstructions thereto.

Compensation Arrangements. On In the case of the Company only, on or prior to the date hereof, the Compensation Committee of the Company Board (the “Compensation Committee”) has (i) approved all amounts payable to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Benefit Arrangement or other arrangement, understanding or agreement (together with agreement, and each amendment thereof or supplement theretothereto or modification thereof, (collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d) under the Exchange Act and (ii) took taken all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with to Rule 14d-10(d) under the Exchange Act (the approvals and actions referred to in clauses (i) and (ii) above, the “Company Compensation Approvals”). All ; all payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (A) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee and (B) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each member of the members of the Compensation Committee is an are, and the members of the Compensation Committee are, “independent directordirectors” in accordance with the requirements of Rule 14d-10(d)(214(d)-10(d)(2) under the Exchange Act. Prior to the execution and delivery of this Agreement, the Compensation Committee adopted a resolution consistent with the interpretative guidance of the SEC so that the disposition of shares of Company Capital Stock or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Compensation Arrangements. On or prior to the date hereof, the Compensation Committee of the Company Board (the “Compensation Committee”) has (i1) approved all amounts payable to any officer, director or employee of the Company or any of its Subsidiaries pursuant to each Benefit Arrangement or other arrangement, understanding or agreement (together with each amendment thereof or supplement thereto, collectively, the “Compensation Arrangements”) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d) under the Exchange Act and (ii2) took taken all other action necessary to satisfy the requirements of the nonexclusive safe harbor with respect to such Compensation Arrangements in accordance with Rule 14d-10(d) under the Exchange Act (the approvals and actions referred to in clauses (i1) and (ii2) above, the “Company Compensation Approvals”). All payments made or to be made and benefits granted or to be granted pursuant to such Compensation Arrangements (A) were, or will be, paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from being performed, by such officer, director or employee and (B) were not, and will not, be calculated based on the number of securities tendered or to be tendered in the Offer by such director, officer or employee. The Company Board has determined that each member of the Compensation Committee is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. Prior to the execution and delivery of this Agreement, the Compensation Committee adopted a resolution consistent with the interpretative guidance of the SEC so that the disposition of shares of Company Capital Stock or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.