Agreements of Executive Sample Clauses

Agreements of Executive. The Executive covenants and agrees as follows: (a) Provision of services when Change of Control is threatened. If any person begins a tender or exchange offer for voting securities of the Company, or circulates a proxy to shareholders of the Company or takes any other action for the purposes of effecting a Change of Control of the Company, then notwithstanding the terms of the Employment Agreement or any other agreement between the Executive and the Company the Executive will not voluntarily leave the employment of the Company and will render the services contemplated in the recitals to this Agreement until either (i) such person has abandoned or terminated his efforts to effect a Change of Control or (ii) three months have elapsed since the date on which a Change of Control has occurred.
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Agreements of Executive. In consideration of the compensation and benefits to be paid or provided to Executive by Employer under this Agreement, Executive covenants as follows:
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Agreements of Executive. Executive hereby consents to the assignment of the Employment Agreement from Assignor to Assignee effective as of, but subject to the occurrence of, the Distribution Date and agrees that such assignment shall not constitute a termination of employment or Good Reason for Executive to terminate his employment. Executive and Assignee agree that upon effectiveness of the assignment contemplated by this Agreement, all references to the “Company” in the Employment Agreement shall mean Assignee and all references to employee benefit plans of Assignor in the Employment Agreement shall mean the comparable plans of Assignee. Except as otherwise provided in the Separation Agreement, Executive agrees that his obligations to Assignor under Section 9(b) with respect to Confidential Information (as defined in the Employment Agreement) of Assignor related to the EWS Business, Section 9(d) with respect to works-for-hire created as an employee of Assignor for the benefit of the EWS Business prior to the Distribution Date and Section 9(e) with respect to the EWS Business shall continue in effect in accordance with their terms for the benefit of Assignor.
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Agreements of Executive. In consideration of the compensation and benefits to be paid or provided to Executive by the Company under this Agreement and the promise set forth in Section 6.1, Executive covenants as follows:
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Agreements of Executive. A. Executive's employment with the Company shall terminate on the Termination Date, and his participation in all employee benefits shall terminate on such date except as described in Section I.A.2., above, provided that Executive and/or his dependents comply with the terms and conditions of COBRA. Executive represents and warrants that, as of the Effective Date of this Agreement, he has received all wages earned and owed to him through the Termination Date. B. Executive understands that the amount forgiven pursuant to Section I.B.3., above, is imputed taxable income to Executive, and is subject to applicable tax and related withholdings, which amount of tax and related withholdings shall be deducted from the total net amount to be paid to Executive pursuant to Section I.B.1. C. The Company shall apply the total net amount to be paid to Executive pursuant to Section I.B.1., above, after offset of the tax and related withholdings described in Section II.B., above, to the remaining amounts that Executive owes to the Company under the loans described in, and after the forgiveness provided by, Section I.B.3., above ("Remaining Loan Debt"). D. Executive understands that the amount owed to Executive from the Company as a result of the Ask Jeeves en Español dissolution distribution (the "AJEE Distribution") is imputed taxable income to Executive, subject to applicable tax and related withholdings, and is subject to the Company receiving a signed copy of the Third Amendment to Incentive Agreement and Release from Executive, attached hereto as Attachment B. Provided that this Agreement becomes effective and enforceable, and after applicable tax and related withholdings, the Company shall apply the total net amount it owes to Executive (from a gross amount owed of $284,501.00), as a result of the AJEE Distribution, to the Remaining Loan Debt. E. Executive hereby fully and forever releases and waives any and all claims against the Company and its parent, subsidiary and affiliated companies, predecessors and successors thereto including but not limited to Ask Jeeves, Inc. (together the "Company"), as well as the Company's officers, directors, agents, employees, affiliates, representatives, shareholders and assigns, from any and all claims, actions, charges, complaints, grievances and causes of action of whatever nature, whether now known or unknown, which exist or may in the future exist arising from or relating to events, acts or omissions prior to the Effective Date ...
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Agreements of Executive. A. Association with Genesys ------------------------ 1. Executive understands that because his employment with Genesys ceases on July 24, 1998, Executive will not be eligible to participate thereafter in any benefits provided by Genesys to its employees except that Executive may elect to continue medical coverages for himself and his eligible dependents after July 31, 1998, pursuant to COBRA. 2. Executive understands that, his status as a shareholder and member of the Board of Directors aside, his association with Genesys as of July 25, 1998 can only be that of an Independent Consultant pursuant to the terms of the Independent Consulting Agreement attached hereto as Exhibit 1, and shall not be that of an employee, agent, joint venturer or partner of Genesys.
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Agreements of Executive. (a) Executive agrees that, on or before the Effective Date, he will turn over to Company any Company Materials (as defined below) that he has in his possession, custody or control (whether directly or indirectly) as of such date. (b) Executive shall provide Company with information relating to Executive’s tenure with Company, as may be reasonably requested by Company from time to time.
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Agreements of Executive 
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Related to Agreements of Executive

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • AGREEMENTS OF THE EXECUTIVE In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:

  • Covenants of Executive The Company and the Executive recognize that the Executive's services are special and unique and that the provisions herein for compensation under Section 4 and Section 5 are partly in consideration of and conditioned upon the Executive's compliance with the covenants contained in this Section 9. Accordingly, during the Term of the Agreement and until the end of the Compensation Period (as defined in Section 4(a)(ii) herein), the Executive shall be subject to the covenants contained in Sections 9(b), 9(c) and 9(d) herein.

  • Representation of Executive The Executive represents and warrants that the Executive is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Indemnification of Executive To the fullest extent permitted under applicable law, in the event a Change of Control and a Termination of Employment of Executive as a Retired Early Employee occurs, Arrow and the Bank shall indemnify the Executive for all legal fees and expenses subsequently incurred by the Executive in seeking to obtain or enforce any right or benefit provided under this Agreement related to such events, provided, however, that such right to indemnification will not apply if and to the extent that a court of competent jurisdiction shall determine that any such fees and expenses have been incurred as a result of the Executive's bad faith. Indemnification payments payable hereunder by Arrow and the Bank shall be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as Arrow or the Bank may reasonably request, provided, however, that such indemnification and reimbursement payments shall not be made later than the last day of the calendar year following the calendar year in which the expenses were incurred.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Duties of Executive Subject to the approvals by and the ultimate supervision of the Board, Executive during the term hereof shall serve as Employer’s Chairman of the Board, President and Chief Executive Officer. Subject to the control of the Board, Executive shall have the responsibilities commensurate with Executive’s title and as otherwise provided in Employer’s bylaws and other governing documents, but in any event, construed in a manner generally consistent with the responsibilities of Executive that existed immediately prior to the Effective Date. During the period of employment hereunder, Executive shall devote to the business of Employer substantially the same amount of Executive’s time and efforts that Executive devoted to the business of Employer prior to the Effective Date; provided, however, that this Section shall not be construed as preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (as hereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employer acknowledges that Executive owns a material ownership interest in HealthTronics, Inc., a Delaware corporation (“HTRN”), and that Executive serves as a director and may serve as an officer of HTRN. Employer agrees that Executive may continue to serve HTRN in such capacities and devote Executive’s time and efforts to such service in a manner generally consistent with the time and efforts devoted by Executive prior to the Effective Date. Consistent with the foregoing, Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.”

  • Compensation of Executive (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith. (c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder. (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter. (f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.

  • Representations of Executive Executive represents and warrants to the Company that: (a) Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound; and (b) Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

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