Phantom Stock Plan Clause Samples

Phantom Stock Plan. The Company has established a Phantom Stock Plan for senior executives and has initially granted phantom stock in an amount equal to five perecent (5%) of the Company's fair market value.

Phantom Stock Plan. At Closing, Clarant shall make an additional distribution in an aggregate cash amount equal to the product of 60,900 x IPO price per share of Clarant Common Stock (the "Other Consideration"). Clarant shall distribute the Other Consideration as follows: (a) To the extent the Other Consideration does not exceed $670,000, Clarant shall make a capital contribution to the Company equal to the amount of the Other Consideration, which shall then be distributed to certain employees of the Company pursuant to the phantom stock plan described on SCHEDULE 5.3; (b) To the extent the Other Consideration exceeds $670,000 (by virtue of the IPO price per share exceeding $11.00), Clarant shall distribute any such excess amount directly to the Stockholders as additional merger consideration in the form of cash pro rata as their interests in the Company appear on SCHEDULE 5.3;

Phantom Stock Plan. Sellers represent, warrant and covenant that the Company phantom stock plan ("Phantom Stock Plan") will be terminated at or prior to the Effective Closing Date. All benefits and payments owed to any participant of the Phantom Stock Plan will be paid on the Business Day prior to the Effective Closing Date except for any deferred amount which will be accrued as of the Business Day prior to the Effective Closing Date and will be paid by the Acquired Companies promptly thereafter. The Sellers, jointly and severally, guarantee to Buyer that Buyer will have no liability under the Phantom Stock Plan except to the extent that the Acquired Companies will be liable for the amount accrued as of the Business Day prior to the Effective Closing Date, and except that Buyer agrees to loan the Acquired Companies' funds on such Business Day prior to the Effective Closing Date, if necessary, to provide sufficient liquidity to pay said liabilities prior to or after Closing. Such liabilities shall be paid ninety-five percent (95%) on the Business Day prior to the Effective Closing Date and five percent (5%) at such time as the final payment of the Purchase Price is made to Sellers, subject to adjustment as set forth in SECTION 1.7(e). A copy of all documents associated with the Phantom Stock Plan are attached to SCHEDULE 2.15.

Phantom Stock Plan. Prior to the Closing, the board of directors of the Seller, and, as applicable, the boards of directors or other applicable governing bodies of the Company and the Company Subsidiaries shall adopt resolutions providing that, effective as of the Closing, the Phantom Stock Plan shall be terminated, no Award under the Phantom Stock Plan will be subject to a Settlement in Kind (as such capitalized terms are defined in the Phantom Stock Plan), and the participants thereunder shall not have any present or future right to receive any portion of the Aggregate Consideration (except as described in the final sentence of this Section 6.18) nor any right under the Phantom Stock Plan to own or acquire any share capital or other security of the Company or any of its Affiliates. Prior to Closing, Seller shall deliver, or cause to be delivered, to Purchaser such resolutions evidencing the foregoing termination of the Phantom Stock Plan as of Closing. For clarity, if despite the foregoing, any obligations arise under the Phantom Stock Plan and remain outstanding as of or following the Closing, (a) such obligations would be treated as Transaction Expenses, (b) the Purchaser will, within thirty (30) days after Closing, cause the Company or an applicable Company Subsidiary to make payments through payroll to participants in the Phantom Stock Plan in respect of any Phantom Stock Appreciation Rights that are in-the-money as of Closing and either taken into account in the Transaction Expenses or for which Seller has wired the Company or the applicable Company Subsidiary the amount so required for such purpose, and (c) to the extent not taken into account in the calculation of the Final Closing Cash Consideration, shall be treated as an Indemnifiable Matter under Section 10.02.

Phantom Stock Plan. Hucks, Dusenbury, Smith, CNB, and Bank acknowledge and agree that this settlement an▇ ▇▇▇ releases herein do not alter or affect the rights of Hucks, Dusenbury, or Smith under the terms of the Phantom Stock Plan and Hucks Phantom St▇▇▇ ▇greement, the Dusenbury Phantom Stock Agreement ▇▇▇ the Phantom Stock Agreement ▇▇▇▇▇ December 5, 2000 between Smith and Bank (collectively, the "Phantom Stock Agreements"), ex▇▇▇▇ as specifically modified herein. Hucks, Dusenbury, and Smith shall each retain his rights in any vested benefits in their ▇▇▇▇ective Phantom Stock Agreement as of the date of his termination and cease further vesting of additional benefits as of the date of his termination according to the terms of that Phantom Stock Plan and the Phantom Stock Agreements. Such vested benefits shall accrue interest and shall be paid in accordance with the terms of the Phantom Stock Plan and the Phantom Stock Agreements. Smith, CNB and the Bank acknowledge that Smith is fully vested in th▇ ▇▇▇ntom Stock Plan. Hucks, CNB and the ▇▇▇▇ acknowledge that Hucks is 90% vested in the ▇▇▇▇▇om Stock Plan as of the date of thi▇ ▇▇reement. Dusenbury, CNB and the Bank acknowledge that Dusenbury is 80% vest▇▇ ▇▇ ▇▇▇ Phantom Stock Plan as of the date of ▇▇▇▇ ▇▇▇▇ement. Dusenbury, Hucks, Smith, CNB and the Bank also acknowledge tha▇ ▇▇▇ ▇▇ust performed a valuation of the CNB stock for the purposes of the Conway National Bank Profit-Sharing and Savings Plan and that as ▇▇ ▇eptember 30, 2006 such valuation was $162.00 per share and that such valuation shall be used to value the CNB stock for the purposes of this Agreement, the Phantom Stock Plan and the Phantom Stock Agreements.

Phantom Stock Plan. The Company's Phantom Stock Plan shall have been terminated and all benefits thereunder canceled or paid, and the Purchaser shall have received a waiver of Section 12 of such plan and a release from any Liability with respect thereto from each of the participants thereunder.

Phantom Stock Plan. Effective immediately prior to the Closing, the Company shall (i) pay to each holder of Phantom Shares a lump sum representing the full amount of Phantom Share Payments to which such holder is due pursuant to the Phantom Stock Plan and (ii) cause the Phantom Stock Plan to terminate.

Phantom Stock Plan. At the Effective Time, cash will be paid to the holders entitled thereto pursuant to the terms of the 312.28779 vested “dividend equivalent units” issued pursuant to the Phantom Stock Plan. Any “stock units” issued pursuant to the Phantom Stock Plan that are outstanding, whether vested or unvested, as of the Effective Time will automatically expire and no payment will be made with respect thereto.

Phantom Stock Plan. Buyer shall permit the Acquired Companies to, and shall lend to the Acquired Companies the funds necessary to enable the Acquired Companies to, pay the amount accrued with respect to the Phantom Stock Plan as set forth in SECTION 2.28.