Certain Employment Arrangements. (a) Not less than fifteen (15) days prior to the Closing, Buyer will provide to Company a list identifying the number of the Employees that will be offered employment (each, a “Specified Employee”) as Buyer determines satisfy Buyer’s needs and hiring criteria (which shall be not less than seventy percent (70%) of Sellers’ employees). Prior to (but conditioned upon) the Closing, Buyer shall offer each of the Specified Employees engagement or employment with Buyer. Other than the Specified Employees, Buyer shall have no obligation to engage or hire any Seller Employees.
(b) Sellers shall be solely responsible for (i) ensuring compliance with the WARN Act (to the extent applicable), (ii) payment of accrued vacation or paid time off, (iii) payment of any severance payments that may be due to any of its Employees, and (iv) all other legal requirements in connection with any reductions in force or other terminations of Sellers’ Employees.
Certain Employment Arrangements. Parent agrees to treat the outstanding Company arrangements, set forth in Exhibit B, and to undertake new arrangements set forth in Exhibit B, from and after the Effective Time in the manner, and upon the terms and conditions, set forth in such Exhibit B.
Certain Employment Arrangements. The Company shall have entered into an independent contractor agreement with the President, WizKids Media/Licensing Division, and they shall have terminated all other agreements between them.
Certain Employment Arrangements. 42-
(a) Purchaser, Company and Seller shall cooperate to have the Employment Agreement, pursuant to which Thomas Schulz provides services to Company, assigned and transferred xx Xxxxxx xx such of Seller's affiliates as Seller may designate, or terminated in such manner as Seller may reasonably request. Seller, and not Purchaser or Company, shall be responsible following the Closing Date to pay and perform any and all obligations of Company pursuant to such agreement.
(b) Attached as Schedule 2 are (i) a list of certain employees of ---------- Company, each of whom are entitled to severance payments pursuant to written agreements in the event his or her employment is terminated (the "Listed Employees") and (ii) the amount of severance potentially payable to each Listed Employee. In the event that a Listed Employee is terminated after the Closing and such termination results in severance payments to be paid by Purchaser, Company or Subsidiaries to such Listed Employee pursuant to an express provision for payment of severance in such Listed Employee's written employment agreement as in effect as of the Closing Date (the "Severance Payments"), the amount of the Severance Payments shall be taken into account in determining the Severance Adjustment Amount as provided in Section 1.8.
(c) Prior to Closing, Seller shall assign to Company all rights, interests and obligations of Seller as set forth in that certain Employment Agreement dated January 1, 2000 between USIIS and James Pennington (the "Pennington Agreement") and, if necessary, Selxxx xxxxx xxxxxx the coxxxxx xx Xr. Pennington for such assignment. Seller agrees that (i) the severxxxx xxxxxxxx, (ii) change of control payments and (iii) any other payments triggered as a result of the transactions contemplated by the Agreement pursuant to an express provision set forth in the Pennington Agreement shall, in the event Purchaser or Company is oblxxxxxx xx pay any such payments to Mr. Pennington after the Closing Date, constitute Severance Payments xx xx xxxxx xnto account in determining the Severance Adjustment Amount as provided in Section 1.8.
Certain Employment Arrangements. Prior to the Closing, Parent shall not request or require the Company to amend or terminate the notice of termination of employment and severance rights of any of Xxxxx Xxxxxxxxxxx, Xxxxxx Xxxxx or Xxx Xxx set forth in Section 6.12 of the Company Disclosure Schedule which shall remain binding obligations of the Company immediately after the Closing.
Certain Employment Arrangements. (a) The Seller shall be solely responsible for ensuring compliance with the WARN Act (to the extent applicable), payment of accrued vacation or paid time off, and all other Legal Requirements in connection with any reductions in force or other terminations of employees of any of the Seller Corporations.
(b) The Seller hereby covenants and agrees that except to the extent legally or contractually obligated, it will not pay or permit to be paid to any officers, directors or members of senior management of any of the Seller Corporations any bonuses otherwise payable upon a change of control of Seller or termination unless and until Seller shall have fully paid or cause to be paid or otherwise provided for (in a manner satisfactory to the Purchaser) all other Liabilities of the Seller Corporations.
Certain Employment Arrangements. Commencing at the Closing, the Company shall hire Polinelli (and Polinelli agrees to serve for a period of two (2) years) as a “director” of the Company and, in such capacity, Polinelli shall have the authority to manage the day-to-day operations of the Company, subject to the supervision of the board of directors of the Company such that Polinelli shall not have the authority to (i) hire or fire members of management of the Company without approval of the board of directors of the Company or (ii) cause the Company to deviate in its expenditures by more than five percent (5%) from the Company’s operating budget as approved from time to time by the Company’s board of directors prior to the commencement of the fiscal year. Polinelli shall be paid a pre-tax salary of [CONFIDENTIAL TREATMENT REQUESTED] for each year of such service, plus
Certain Employment Arrangements. Prior to the Closing Date, Buyer will negotiate in good faith with Xx. Xxxxxxxx X. Derito with respect to his employment with Buyer. Buyer agrees to offer Xx. Xxxxxx an employment arrangement providing for base compensation, bonus and insurance coverage substantially equivalent to his current base salary, bonus and insurance arrangements as described in the Form S-1 and with other terms of such employment to be negotiated between Buyer and Xx. Xxxxxx. Buyer also agrees to negotiate in good faith with Messrs. Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxxxx, offering base compensation and incentive compensation terms substantially equivalent to that described in the Form S-1 or severance in an amount equal to one year's base salary and any applicable pro rata incentive bonus. Buyer and Seller agree that, if Buyer fails to reach such an agreement with any of such executives, Buyer will only be responsible for severance for such executive in an amount equal to one year's base salary and a pro rata portion of such executive's bonus in the amounts described in the Form S-1 (plus, in the case of Xx. Xxxxxx, insurance coverage equivalent to his current insurance coverage described in the Form S-1).
Certain Employment Arrangements. The Employment Agreements executed and delivered as of the date hereof between the Company and Xxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx have not been rescinded, revoked or otherwise terminated by any of the individuals subject to such employment agreements as of the Effective Time.
Certain Employment Arrangements. (a) At or prior to the Effective Time, Franxxxx X. Xxxxx ("XROWX") xhall receive a lump-sum severance payment in an amount equal to his annual salary, such payment to be in cancellation of Executive's existing rights with respect to severance under his employment agreement. At the Effective Time, Imagyn and Browx xxxll have executed a Non-competition Agreement in the form attached hereto as Exhibit 6.14
(a) Such Non-competition Agreement shall restrict Browx xxxm engaging in a business that is competitive with Imagyn's current business for a 12 month term after the Effective Time and provide for a payment of $120,000 on January 2, 1998 and $120,000 on June 30, 1998.
(b) At or prior to the Effective Time, Urohealth and each of Chrixxxxxxx Xxxx, Xxsax Xxxx, Xxnuxx Xxxxxx-Xxxxxx, Xxisxxxx Xxxxxx, X.C. XxxXxx, xxd Keitx Xxxxxx xxxll have executed an employment agreement substantially in the form of Exhibit 6.14(b) hereto. Such agreement shall provide for the employment of such person for a 12-month term at such person's current salary with severance for the balance of such 12-month period in the event of termination of such person's employment by Urohealth without cause, or termination of employment by such person for "good reason." Any of the foregoing individuals employed by Imagyn at the Effective Time who are not offered, or do not accept, employment with Imagyn or Urohealth following the Effective Time shall at the Effective Time receive a severance payment in an amount equal to his or her annual salary.
(c) Urohealth shall assume the agreements between Imagyn and each of Imagyn's two regional managers and one director of national accounts.
(d) Urohealth shall assume the employment agreement, dated December 12, 1996, as modified by a letter dated February 26, 1997, by and between Imagyn and Gary Xxxxx. Xrohealth shall assume the employment agreement dated January 10, 1997 between Imagyn and Thomxx Xxxxx.
(e) Each individual listed in the disclosure letter and referencing this Section 6.14
