Amendments to Employment Agreement. a. Section 2 of the Employment Agreement is hereby amended by amending and restating the first sentence thereof in its entirety as follows: “The term of this Agreement shall commence on the date hereof and shall end on December 31, 2012 (the “Initial Term”), subject to earlier termination pursuant to the provisions of Section 10.” b. Section 4 of the Employment Agreement is hereby amended as follows: (i) The first sentence thereof is hereby amended and restated in its entirety as follows: “Effective as of January 1, 2010 and during the term of this Agreement, the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Agreement and the Employee’s observance and performance of all of the provisions hereof, a salary of $750,000 per year (the “Base Compensation”).” (ii) In the fifth sentence thereof the words “50% of Base Compensation each year for achieving the Company’s EBITDA and earnings per share budget and up to 100% of Base Compensation for achieving EBITDA 10% higher than budget and EPS 10% higher than budget” are hereby deleted and in their place the following shall be inserted: “50% of Base Compensation in each year if the Company achieves the Company’s budgeted earnings per share target for such year as approved by the Board of Directors and up to 100% of Base Compensation in each year if the Company achieves earnings per share equal to the performance target set by the Compensation Committee for payment of maximum bonus to the Company’s employees generally.” (iii) The sixth sentence thereof is hereby deleted in its entirety. (iv) The last sentence of the second paragraph thereof is hereby amended and restated in its entirety as follows: “During the Initial Term and any Renewal Terms, the Company will reimburse Employee up to $25,000 per year for the cost of premiums for life insurance for the benefit of the Employee.” (v) All references to “May” in such section are hereby deleted and replaced with “January.” (vi) The following is hereby added immediately prior to the fourth paragraph thereof: “In addition, the Employee shall be entitled to receive the following grant of Restricted Stock with respect to the final year of the Employment Period on the grant date indicated, provided the Employee is employed on the specified grant date: Grant Date Maximum Target Stock Price Appreciation (%) over Closing Price on Last Trading Day of Prior Year 65,000 January 1, 2012 12 %”
Appears in 1 contract
Samples: Employment Agreement (Jarden Corp)
Amendments to Employment Agreement. a. Section 2 of the Employment Agreement is hereby amended by amending and restating the first sentence thereof in its entirety as follows: “The term of this Agreement shall commence on the date hereof and shall end on December 31, 2012 (the “Initial Term”), subject to earlier termination pursuant to the provisions of Section 10.”
b. Section 4 of the Employment Agreement is hereby amended as follows:
(ia) The first sentence thereof is words "taxes, depreciation and amortization" are hereby amended and restated in its entirety as follows: “Effective as deleted from Section 3(b)(i) of January 1, 2010 and during the term of this Agreement, the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Employment Agreement and the Employee’s observance and performance of all following words are hereby added to Section 3(b)(i) of the provisions hereofEmployment Agreement following the word "interest" as it appears in the second line thereof: "(excluding, however, interest expense on account of mortgage loans secured by real property in which the Company retains, directly or indirectly, a salary one hundred percent (100%) equity ownership interest), taxes, depreciation and amortization; with such earnings, however, being further adjusted so as to exclude all non-recurring items, including, without limitation, loan fees which the Company receives from limited partnerships or other entities in which it retains a minority interest and the accounts of $750,000 per year (which are not consolidated in the “Base Compensation”)Company's financial statements, net income from disposal of non-core assets, restructuring costs and all other extraordinary gains or losses; all as".”
(iib) In The words "shall issue to Employee" as they appear in Section 3(c) of the fifth sentence thereof the words “50% of Base Compensation each year for achieving the Company’s EBITDA and earnings per share budget and up to 100% of Base Compensation for achieving EBITDA 10% higher than budget and EPS 10% higher than budget” Employment Agreement are hereby deleted and in their place the following language is substituted therefor: "shall be inserted: “50% of Base Compensation in each year if the Company achieves the Company’s budgeted earnings per share target for such year as approved by the Board of Directors and up issue to 100% of Base Compensation in each year if the Company achieves earnings per share equal to the performance target set by the Compensation Committee for payment of maximum bonus to the Company’s employees generally.”
(iii) The sixth sentence thereof is hereby deleted Provident Bank, a state chartered bank, in its entirety.
capacity as Trustee under that certain Executive Deferred Compensation Rabbi Trust Agreement dated as of April 18, 1996 (iv) The last sentence of the second paragraph thereof is hereby amended and restated in its entirety as follows: “During the Initial Term and "Trust Agreement"), or any Renewal Termssuccessor trustee thereunder ("Trustee"), the Company will reimburse Employee up to $25,000 per year for the cost of premiums for life insurance for the benefit of the Employee".”
(vc) All references to “May” in such section are The second sentence of Section 3(c) of the Employment Agreement is hereby deleted and replaced with “Januarythe following sentence is substituted therefor: "Any Matching Stock which Trustee is entitled to receive from Employer shall be issued to Trustee within thirty (30) days of Employee's purchase of any shares of Common Stock and shall be subject to all restrictions and limitations imposed by applicable state and federal securities laws and regulations.”"
(vid) The following language is hereby added immediately prior to the fourth paragraph thereof: “In addition, the Employee shall be entitled to receive the following grant end of Restricted Stock with respect to the final year Section 3(c)(i) of the Employment Period on Agreement: "and except for the grant date indicated, provided terms of Employer's Executive Deferred Compensation Plan and the Employee is employed on terms of the specified grant date: Grant Date Maximum Target Stock Price Appreciation (%) over Closing Price on Last Trading Day of Prior Year 65,000 January 1, 2012 12 %”Trust Agreement".
Appears in 1 contract
Samples: Employment Agreement (Cardinal Realty Services Inc)
Amendments to Employment Agreement. a. (a) From and after the date of this First Amendment, all references to "Employer" in the Employment Agreement shall refer to Lexford, Inc. and not LEAF.
(b) From and after the date of this First Amendment, all references to "CRSI" are deleted and replaced with "Employer."
(c) Section 2 1(b) of the Employment Agreement is hereby amended by amending deleting the term "Executive Vice President of Investment Management" and restating the first sentence thereof in its entirety as follows: “The term of this Agreement shall commence on the date hereof replacing it with "Executive Vice President and shall end on December 31, 2012 Chief Operating Officer."
(the “Initial Term”), subject to earlier termination pursuant to the provisions of d) Section 10.”
b. Section 4 1(b)(ii) of the Employment Agreement is hereby amended by deleting the term "Chief Investment Officer" and replacing it with "Chief Operating Officer."
(e) Sections 1(b) and 1(c) of the Employment Agreement are hereby amended by deleting the phrase "(including Employer)" in both sections.
(f) Section 1(c) of the Employment Agreement is further amended by deleting the phrase "or CRSI" in the second sentence of section 1(c).
(g) Section 2(b) of the Employment Agreement is hereby amended by deleting the clause "the limited liability company organizational documents of Employer" near the end of the second sentence and replacing it with "or other organizational documents of Employer."
(h) Section 3(a) of the Employment Agreement is amended by adding the following paragraphs:
(v) Notwithstanding the foregoing, the Employee's Base Compensation from and after January 1, 1998 shall be Two Hundred Thirty Thousand ($230,000) annually payable in equal bi-monthly installments.
(vi) Employee's Base Compensation for fiscal 1998 shall be paid in equal bi-monthly installments of cash and quarterly installments of shares of Common Stock as follows:
(iA) The first sentence thereof is hereby amended and restated Two Hundred Thousand Dollars ($200,000) in its entirety cash, and
(B) Thirty Thousand Dollars ($30,000) in shares of Common Stock of Employer valued at "Fair Market Value" (as follows: “Effective as defined below) on the date of January 1, 2010 and during the term of this Agreementissuance (i.e., the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation for the performance last day of services under this Agreement and the Employee’s observance and performance of all of the provisions hereof, a salary of $750,000 per year (the “Base Compensation”each calendar quarter in which Employer's Common Stock is traded).”
(ii) In the fifth sentence thereof the words “50% of Base Compensation each year for achieving the Company’s EBITDA and earnings per share budget and up to 100% of Base Compensation for achieving EBITDA 10% higher than budget and EPS 10% higher than budget” are hereby deleted and in their place the following shall be inserted: “50% of Base Compensation in each year if the Company achieves the Company’s budgeted earnings per share target for such year as approved by the Board of Directors and up to 100% of Base Compensation in each year if the Company achieves earnings per share equal to the performance target set by the Compensation Committee for payment of maximum bonus to the Company’s employees generally.”
(iii) The sixth sentence thereof is hereby deleted in its entirety.
(ivvii) The last sentence For purposes of this Employment Agreement "Fair Market Value" shall mean the second paragraph thereof closing price of Employer's Common Stock on the NASDAQ National Market System on the date of issuance, or if Employer's Common Stock is hereby amended and restated not listed or admitted to trading in its entirety as follows: “During the Initial Term and any Renewal Termssuch system, the Company will reimburse Employee up principal securities exchange on which Employer's Common Stock is listed or admitted to $25,000 per year for the cost of premiums for life insurance for the benefit of the Employeetrading.”
(v) All references to “May” in such section are hereby deleted and replaced with “January.”
(vi) The following is hereby added immediately prior to the fourth paragraph thereof: “In addition, the Employee shall be entitled to receive the following grant of Restricted Stock with respect to the final year of the Employment Period on the grant date indicated, provided the Employee is employed on the specified grant date: Grant Date Maximum Target Stock Price Appreciation (%) over Closing Price on Last Trading Day of Prior Year 65,000 January 1, 2012 12 %”
Appears in 1 contract
Samples: Employment Agreement (Lexford Residential Trust /Md/)
Amendments to Employment Agreement. a. The parties hereto are also parties to the Employment Agreement. The parties desire, effective as of the Grant Date, to further modify the Employment Agreement to extend the Employment Period (as defined in the Employment Agreement) and provide for an additional payment to the Participant in connection with the expiration of the Employment Period.
Section 2 1 of the Employment Agreement is hereby amended by amending deleting the phrase “the earlier of (a) the Closing Date (as defined in that certain Agreement and restating Plan of Merger, dated as of February 12, 2018, among Nationstar Mortgage Holdings Inc., WMIH Corp., a Delaware corporation and Wand Merger Corporation (as it may be amended, the “Merger Agreement”)) or (b) the End Date (as defined in the Merger Agreement)” and replacing it with “on August 3, 2018”. The first sentence thereof in its entirety as follows: “The term of this Agreement shall commence on the date hereof and shall end on December 31, 2012 (the “Initial Term”), subject to earlier termination pursuant to the provisions of Section 10.”
b. Section 4 4(d) of the Employment Agreement is hereby amended as follows:
(i) The first sentence thereof is hereby amended and restated in its entirety to read as follows: “Effective as If Executive’s employment shall be terminated by reason of January 1the expiration of the Employment Period, 2010 and during the term of this Agreement, then the Company shall pay to will provide Executive with (i) the Employee, Accrued Obligations and the Employee shall accept from the Company, as compensation for the performance of services under this Agreement and the Employee’s observance and performance of all of the provisions hereof, a salary of $750,000 per year (the “Base Compensation”).”
(ii) In the fifth sentence thereof the words “50% of Base Compensation each year for achieving the Company’s EBITDA and earnings per share budget and up to 100% of Base Compensation for achieving EBITDA 10% higher than budget and EPS 10% higher than budget” are hereby deleted and a lump sum cash payment in their place the following shall be inserted: “50% of Base Compensation in each year if the Company achieves the Company’s budgeted earnings per share target for such year as approved by the Board of Directors and up to 100% of Base Compensation in each year if the Company achieves earnings per share an amount equal to $27,855.15, payable on the performance target set by the Compensation Committee for payment of maximum bonus to the Company’s employees generally.”
(iii) The sixth sentence thereof is hereby deleted in its entirety.
(iv) The last sentence date of the second paragraph thereof is hereby amended and restated in its entirety as follows: “During the Initial Term and any Renewal Terms, the Company will reimburse Employee up to $25,000 per year for the cost of premiums for life insurance for the benefit of the Employee.”
(v) All references to “May” in such section are hereby deleted and replaced with “January.”
(vi) The following is hereby added immediately prior to the fourth paragraph thereof: “In addition, the Employee shall be entitled to receive the following grant of Restricted Stock with respect to the final year expiration of the Employment Period on Period, in order for Executive to pay for continued health coverage and/or obtain health coverage under a private insurance policy.” Except as expressly modified by the grant date indicatedforegoing, provided all other terms, conditions and provisions of the Employee is employed on Employment Agreement shall remain in full force and effect. These amendments are effected pursuant to Section 10(f) of the specified grant date: Grant Date Maximum Target Stock Price Appreciation (%Employment Agreement. This Section 6 shall be governed by and construed in accordance with Section 10(d) over Closing Price on Last Trading Day of Prior Year 65,000 January 1, 2012 12 %”the Employment Agreement and any controversy or claim related to this Section 6 shall be conducted in accordance with Section 10(e) of the Employment Agreement.
Appears in 1 contract
Amendments to Employment Agreement. a. Section 2 of the Employment Agreement is hereby amended by amending and restating the first sentence thereof in its entirety as follows: “The term of this Agreement shall commence on the date hereof and shall end on December 31, 2012 (the “Initial Term”), subject to earlier termination pursuant to the provisions of Section 10.”
b. Section 4 of the Employment Agreement is hereby amended as follows:
(ia) The first sentence thereof is words "taxes, depreciation and amortization" are hereby amended and restated in its entirety as follows: “Effective as deleted from Section 3(b)(i) of January 1, 2010 and during the term of this Agreement, the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Employment Agreement and the Employee’s observance and performance of all following words are hereby added to Section 3(b)(i) of the provisions hereofEmployment Agreement following the word "interest" as it appears in the fifth line thereof: "(excluding, however, interest expense on account of mortgage loans secured by real property in which the Company retains, directly or indirectly, a salary one hundred percent (100%) equity ownership interest), taxes, depreciation and amortization; with such earnings, however, being further adjusted so as to exclude all non-recurring items, including, without limitation, loan fees which the Company receives from limited partnerships or other entities in which it retains a minority interest and the accounts of $750,000 per year (which are not consolidated in the “Base Compensation”)Company's financial statements, net income from disposal of non-core assets, restructuring costs and all other extraordinary gains or losses; all as".”
(ii) In the fifth sentence thereof the words “50% of Base Compensation each year for achieving the Company’s EBITDA and earnings per share budget and up to 100% of Base Compensation for achieving EBITDA 10% higher than budget and EPS 10% higher than budget” are hereby deleted and in their place the following shall be inserted: “50% of Base Compensation in each year if the Company achieves the Company’s budgeted earnings per share target for such year as approved by the Board of Directors and up to 100% of Base Compensation in each year if the Company achieves earnings per share equal to the performance target set by the Compensation Committee for payment of maximum bonus to the Company’s employees generally.”
(iiib) The sixth sentence thereof third entry in the table set forth in Section 3(b)(i) of the Employment Agreement is hereby deleted in its entiretythe following entry is substituted therefore: 2 119 Greater than 110% Additional Percentage Increase in up to 120% Comparison EBITDA (above 110%) multiplied by 2; plus, if applicable, --------------
(c) The dollar amount $9,072,649 relating to "Comparison EBITDA" as it appears in Section 3(b)(ii) of the Employment Agreement is hereby deleted and the dollar amount "$7,606,000" is hereby substituted therefor.
(ivd) The words "the Employer's Incentive Equity Plan, as amended, and" are hereby deleted from Section 3(b)(iv) of the Employment Agreement.
(e) The last sentence of Section 3(b)(v) of the second paragraph thereof Employment Agreement is hereby amended deleted and restated the following sentence is substituted therefor: "No fractional share shall be payable to Employee in connection with the Stock Bonus, but Employee will be entitled to a cash payment equal to the dollar value of any fractional share to which he would otherwise be entitled under the Stock Bonus, to be paid to Employee together with the payment of Employee's Cash Bonus hereunder."
(f) The words "shall issue to Employee" as they appear in Section 3(c) of the Employment Agreement are hereby deleted and the following language is substituted therefor: "shall issue to The Provident Bank, a state chartered bank, in its entirety capacity as follows: “During Trustee under that certain Executive Deferred Compensation Rabbi Trust Agreement dated as of April 18, 1996 (the Initial Term and "Trust Agreement"), or any Renewal Termssuccessor trustee thereunder ("Trustee"), the Company will reimburse Employee up to $25,000 per year for the cost of premiums for life insurance for the benefit of the Employee".”
(vg) All references The second sentence of Section 3(c) of the Employment Agreement is hereby deleted and the following sentence is substituted therefor: "Any Matching Stock which Trustee is entitled to “May” in such section receive from Employer shall be issued to Trustee within thirty (30) days of Employee's purchase of any shares of Common Stock and shall be subject to all restrictions and limitations imposed by applicable state and federal securities laws and regulations."
(h) The words "to the terms of Employer's Incentive Equity Plan, as amended" are hereby deleted and replaced with “Januaryfrom the first sentence of Section 3(d) of the Employment Agreement.”
(vii) The following language is hereby added immediately prior to the fourth paragraph thereof: “In addition, the Employee shall be entitled to receive the following grant end of Restricted Stock with respect to the final year Section 3(d)(i) of the Employment Period on Agreement: "and except for the grant date indicated, provided terms of Employer's Executive Deferred Compensation Plan and the Employee is employed on terms of the specified grant date: Grant Date Maximum Target Stock Price Appreciation (%) over Closing Price on Last Trading Day of Prior Year 65,000 January 1, 2012 12 %”Trust Agreement".
Appears in 1 contract
Samples: Employment Agreement (Cardinal Realty Services Inc)