ALL » Topics » 2.3 Stock Incentive Awards .

These excerpts taken from the ALL 10-K filed Feb 27, 2008.

2.3             Stock Incentive Awards.

(a)             On the Effective Date of a Change of Control, (i) all of Executive’s unvested Stock Options then outstanding (whether granted before or after the Agreement Date) shall immediately become fully vested and exercisable, and (ii) all of Executive’s Restricted Shares then outstanding shall immediately become fully vested and nonforfeitable.

 

(b)             [This Section 2.3 amends all award agreements dated as of any date before the Agreement Date.  Accordingly, all provisions of such award agreements relating to a change of control of the Company, including all grants of limited stock appreciation rights, are hereby cancelled (if not previously cancelled), effective as of the Agreement Date.]5

 

2.4             Unfunded Deferred Compensation.  On the Effective Date of a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including a SERP) that is not qualified under Section 401(a) of the Code (a “Non-Qualified Plan”).  Within five business days after the Effective Date of a Change of Control, the Company shall pay to Executive a lump-sum cash amount equal to:

2.3             Stock Incentive Awards.



(a)             On the Effective Date of a Change of Control, (i) all of
Executive’s unvested Stock Options then outstanding (whether granted before or
after the Agreement Date) shall immediately become fully vested and
exercisable, and (ii) all of Executive’s Restricted Shares then outstanding
shall immediately become fully vested and nonforfeitable.



 



(b)             [This Section 2.3 amends all award agreements dated as
of any date before the Agreement Date. 
Accordingly, all provisions of such award agreements relating to a
change of control of the Company, including all grants of limited stock
appreciation rights, are hereby cancelled (if not previously cancelled),
effective as of the Agreement Date.]5



 



2.4             Unfunded Deferred Compensation.  On the Effective Date of a Change of Control,
Executive shall become fully vested in all benefits previously accrued under
any deferred compensation Plan (including a SERP) that is not qualified under
Section 401(a) of the Code (a “Non-Qualified Plan”).  Within five business days after the Effective
Date of a Change of Control, the Company shall pay to Executive a lump-sum cash
amount equal to:



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008
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