CIC Agreement Sample Clauses

CIC Agreement. The CIC Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.
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CIC Agreement. The Company and the Executive agree to treat the Executive’s retirement pursuant to Section 1 as a “Termination of Employment” (as defined in the CIC Agreement) for purposes of the CIC Agreement and, in connection with such Termination of Employment, the Company agrees to pay or provide to the Executive, in full satisfaction of the Company’s obligations under Sections 3.1, 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(e) of the CIC Agreement, the severance payments and benefits set forth on Exhibit A to this Separation Agreement. For the avoidance of doubt, Section 3.2(f) and 3.3 of the CIC Agreement are not modified by this Agreement.
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CIC Agreement. The Company and Employee agree that the CIC Agreement shall be null and void except as expressly set forth in this Employment Agreement and that the Employment Agreement fully supersedes and replaces the CIC Agreement except as expressly set forth herein. Further, the Company agrees to indemnify and hold harmless Employee from and against any claim, cause of action, liability or other damage arising out of or relating to any claim by the Internal Revenue Service that this Employment Agreement, including the indemnification obligation set forth in this Paragraph 1, results in payments or distributions to Employee by the Company to or for the benefit of Employee that would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties incurred by Employee with respect to such excise tax.
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CIC Agreement. On December 30, 2005, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the minimum amount set forth in Section 4(a)(ii) of the CIC Agreement, or if greater, two times the sum of the Executive’s (i) current annual salary plus (ii) annual bonus for 2005 (as provided for in Section 4(a)(ii) of the CIC Agreement). Such payment shall be subject to applicable tax withholding. Upon payment of such amount, the CIC Agreement shall terminate and be of no further force or effect, except that (a) Sections 4(a)(iv) (including the related definitions in Section 1 of the CIC Agreement) shall continue to apply to any Company stock options held by Executive as of the date hereof, (b) Sections 4(a)(iii) (relating to benefits continuation) and 4(a)(vi) (relating to outplacement services) (including the related definitions in Section 1 of the CIC Agreement) shall continue to apply upon Executive’s termination of employment to the extent provided in the CIC Agreement, provided that, in lieu of continuation of benefits described in Section 4(a)(iii), the Company shall pay Executive a cash payment of $30,000, less applicable taxes; (c) Section 5 of the CIC Agreement (relating to the “Gross-Up Payment”) shall continue to apply, (d) Sections 6, 7 and 11(b) of the CIC Agreement (relating to tax withholding and dispute resolution) and (e) Section 15 of the CIC Agreement (relating to covenants not to solicit Company clients and employees and confidential information) shall continue to apply during Executive’s employment and following any termination thereof, in each instance as if such provisions of the CIC Agreement were fully set forth herein.
Sample 1
CIC Agreement. While you are employed by the Company or RemainCo, you will continue to be covered by the terms of that certain Change in Control Severance Letter Agreement dated effective as of January 1, 2012 (“CIC Letter”).
Sample 1

Related to CIC Agreement

  • 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.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • 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.

  • Original Agreement Except as expressly amended above, all other terms and conditions of the original Agreement are still in full force and effect. Agency certifies that the representations, warranties and certifications in the original Agreement are true and correct as of the effective date of this Amendment and with the same effect as though made at the time of this Amendment.

  • Severance Plan The term “Severance Plan” shall mean the Assured Guaranty Ltd. Executive Severance Plan.

  • Section 409A Amendment The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

  • Prior Agreement This Agreement supersedes any prior agreement relating to the subject matter hereof among the parties.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

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