Additional Benefits Agreements Sample Clauses

Additional Benefits Agreements. (a) Section 6.05(a) of the Disclosure Schedule sets forth a contingent payment for certain Assumed Employees employed in the United States (a "Benefit Gap Payment"). Prior to the Closing, Purchaser shall calculate a 52 Benefit Gap Payment for certain other Assumed Employees (which, in the aggregate for such Assumed Employees, shall not exceed $3,000,000 minus the aggregate payments shown on Section 6.05(a) of the Disclosure Schedule) intended to compensate such Assumed Employees for the difference in value between the benefits provided to such Assumed Employees prior to Closing by Seller or the Selling Subsidiaries and the benefits provided to such Assumed Employees after Closing by Purchaser or the applicable Purchaser Subsidiary. Purchaser shall pay the applicable Benefit Gap Payment in two equal installments on the six month anniversary of the Closing Date and the first annual anniversary of the Closing Date to the relevant Assumed Employees if, and only if, such Assumed Employees are on the active payroll of the Purchaser or its Affiliates on each such date.
Sample 1
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Additional Benefits Agreements. 52 Section 6.06. Seller's Additional Indemnity Obligations..............54 Section 6.07. Purchaser's Additional Indemnity Obligations...........54
Sample 1
Additional Benefits Agreements. (a) Section 6.05(a) of the Disclosure Schedule sets forth a contingent payment for certain Assumed Employees employed in the United States (a "Benefit Gap Payment"). Prior to the Closing, Purchaser shall calculate a 52 <page> Benefit Gap Payment for certain other Assumed Employees (which, in the aggregate for such Assumed Employees, shall not exceed $3,000,000 minus the aggregate payments shown on Section 6.05(a) of the Disclosure Schedule) intended to compensate such Assumed Employees for the difference in value between the benefits provided to such Assumed Employees prior to Closing by Seller or the Selling Subsidiaries and the benefits provided to such Assumed Employees after Closing by Purchaser or the applicable Purchaser Subsidiary. Purchaser shall pay the applicable Benefit Gap Payment in two equal installments on the six month anniversary of the Closing Date and the first annual anniversary of the Closing Date to the relevant Assumed Employees if, and only if, such Assumed Employees are on the active payroll of the Purchaser or its Affiliates on each such date. (b) Purchaser shall provide a retention pool consisting of (i) US$5,000,000 in cash and (ii) options to purchase 900,000 shares of Purchaser common stock (the "Retention Options"). Seller shall provide a retention pool of US$7,500,000 in cash. (Purchaser's retention pool and Seller's retention pool shall collectively be referred to herein as the "Retention Pool"). The entire Retention Pool shall be used for the purpose of retaining the services of the Specified Business Employees through the Closing Date and for a reasonable period thereafter, and shall be allocated (in the case of cash) and granted (in the case of Retention Options) as of the Closing Date to the individuals listed and in the amounts and at the times indicated on Section 6.05(b) of the Disclosure Schedule. The Retention Options shall be granted by Purchaser as of the Closing Date to the Assumed Employees listed and in the amounts indicated on Section 6.05(b) of the Disclosure Schedule, and shall have (A) an exercise price equal to the fair market value of Purchaser common stock on the Closing Date, and (B) a vesting schedule pursuant to which not less than 25% of the options vest on each of the first through the fourth anniversaries of the Closing Date; provided that Purchaser and its Affiliates shall not be required to grant any Retention Options in violation of applicable Law. No later than 30 days prior to the date any As...
Sample 1

Related to Additional Benefits Agreements

  • Additional Benefits During the term of this Agreement, the Employee shall be entitled to the following fringe benefits:

  • Severance Agreements In the event any Newco Group Employee is eligible for severance benefits on account of a termination of employment on or after the Effective Time, Newco shall require such employee, as a condition of receiving severance benefits, to agree in writing to a release of existing claims and confidentiality and non-solicitation provisions in favor of Newco, Vornado, and JBG, in a form substantially the same as Schedule 7.2(b); provided that for a Newco Group Employee who is subject to an individual employment or severance agreement or arrangement, the release of claims shall be as set forth in such individual employment or severance agreement or arrangement.

  • Compensation; Employment Agreements 18 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies.................................................. 18 5.16

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Post-Termination Benefits If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

  • Post-Agreement Employment In the event the Executive remains in the employ of the Company or any of its Affiliates following termination of this Agreement, by the expiration of the Term or otherwise, then such employment shall be at will.

  • Separation Benefits If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

  • SUPPLEMENTAL BENEFITS The employer shall maintain a “Supplemental Unemployment Benefits Plan” pursuant to the Employment Insurance Act and Regulations. The employer shall make amendments as appropriate to ensure that the Plan provides the maximum permissible benefits in conjunction with Article 17.03.

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