Compensation to Executive Sample Clauses

Compensation to Executive. In consideration for the general release and for the covenants contained herein, the Company agrees to pay to Executive the following amounts, subject to the terms hereof. Except as set forth in this Agreement, Executive acknowledges that there is no other compensation, wages, salary, or other amounts due and owing to him from the Company:
Sample 1
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Compensation to Executive. In consideration for the covenants and promises by Executive set forth below, and Executive’s execution, delivery and non-revocation of this Release, and the related addendum to this Release on or after the Termination Date, the Company or RBSG, as the case may be, shall in consequence of Executive’s employment terminating by reason of Retirement provide Executive with: (a) participation for Executive and her dependents in the RBS Retiree Medical Plans including access to prescription drug coverage as provided for under those Plans (or any successors thereto) from the Termination Date through the first day of the month in which Executive reaches the age of sixty five (65); (b) subject to Paragraph 4 below, favorable treatment of the awards granted to Executive in March 2011 and March 2012 under the LTIP, by waiving the pro-rating requirement under Rule 6.3.2 of the rules of the LTIP; (c) subject to Paragraph 4 below, favorable treatment of the award granted to Executive in March 2013 under the LTIP, by determining that two thirds of the relevant performance period will be deemed to have elapsed by the Termination Date, resulting in a smaller pro-rata reduction under Rule 6.3.2 of the rules of the LTIP than would otherwise be applicable; and (d) eligibility to be considered for a discretionary pro-rated performance award in respect of the period from January 1, 2013 through the Termination Date, with any such award being subject to the rules of RBSG’s 2010 Deferral Plan or any successor plan that is applicable to awards granted for that period (the “Deferral Plan”); provided, however, that (i) the pro rated percentage of the performance award for which Executive is eligible to be considered for performance in 2013 shall be 75%; and (ii) any performance award made to Executive for performance in 2013 shall be delivered to Executive in accordance with the deferral arrangements for performance year 2013 that are applicable to Code Staff; and (iii) the rules of the Deferral Plan as applied to any performance award made to Executive for performance in 2013 shall be no less favorable than the rules as applied to the awards made to other senior executives of the RBSG Entities who are Code Staff; and (e) a payment of $500,000, less applicable taxes and voluntary deductions, to be made in equal installments on each of the Company’s normal pay dates in October 2013, November 2013 and December 2013.
Sample 1
Compensation to Executive. Upon payment by Company of all Sales and Marketing Expenses, the remaining amount of the Designated Company Revenues shall be paid to Executive as compensation for Executive’s services as Managing Director of the Company. For the first two years of this Agreement, Company shall pay the amount of any shortfall in Designated Company Revenues to ensure that Managing Director is paid $250,000 in each such year. After the Initial Term, Executive’s sole source of compensation shall be the excess amount of Designated Company Revenues over Sales and Marketing Expenses incurred by the Company during the Term. The Company, at its sole discretion, may, without having any obligation to do so, pay bonuses to Executive. If compensation to the Executive is subject to withholding or other taxes in any jurisdiction, the payments to Executive shall be reduced by the amounts required to be withheld by the appropriate taxing authority.
Sample 1
Compensation to Executive. Company shall provide to Executive: a. A special severance payment in the total gross amount of Eight Hundred Fifty Thousand dollars ($850,000), less withholdings required by law, payable in a lump sum through Company's payroll system, through direct deposit to Executive's designated bank account, on or before December 27, 2004; b. Transfer of title of the automobile provided by Company for Executive's use, as soon as practicable following the Effective Date; provided, however, that Executive shall be responsible for all licensing, registration and other such fees and costs associated with such transfer, as well as any income tax attributable to Executive as a result of the transfer of such title; and c. COBRA notice within the time required by law following Executive's last day on Company's payroll. The parties agree that, except as expressly provided herein, nothing in this Agreement shall be construed to limit, diminish, enlarge, or otherwise modify any rights Executive has under Company's vacation/PTO policies as well as Company's retirement plans, supplemental excess retirement plan, health plan, life insurance plans, long term care insurance plan, existing compensation plans, or discontinued plans in which Executive was a participant, but as to which Executive retains rights, including Company's: Value Management Plan for the three-year cycles ending December 31, 2004, December 31, 2005, and December 31, 2006; Deferred Compensation Plan for the years 1993 through 2004, inclusive; Stock Appreciation Rights Plan; Long Term Incentive Plan of 1988; and 1997 Equity and Incentive Plan, and equity grants thereunder.
Sample 1
Compensation to Executive. The Company will pay to Executive, and Executive agrees to accept as full consideration for the performance of his duties hereunder, the following: (a) Base compensation. Executive shall receive the sum of $92,000 per month through December 31, 2003, and the sum of $46,000 per month for the period from January 1, 2004 through June 30, 2004.
Sample 1
Compensation to Executive. In consideration for the general release and for the covenants contained herein, the Company agrees to pay to Executive the following amounts, subject to the terms hereof. Except as set forth in this Agreement, Executive acknowledges that there is no other compensation, wages, salary, or other amounts due and owing to him from the Company: i. on the Termination Date, Executive will receive a severance payment of $266,000.00 representing one year's salary and bonus, $416,000.00 as an accelerated vesting and full payout of the Executive's SERP entitlement, $10,000.00 for financial planning expenses (less amounts paid to Executive for financial planning prior to the Termination Date) and $7,380.00 to defray the cost of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for one year; ii. On the Termination Date the Company will transfer to Executive free and clear title to the automobile currently leased for the Executive; iii. on the Termination Date, Executive shall become Fully vested in 3,990 shares (which represents 3,694 existing shares and an additional grant, effective on the Termination Date, of 296 shares) of Company common stock (the "Stock") and will receive, in consideration for the surrender by Executive of the certificates representing the Stock and an executed stock power in blank, the sum of $1,516,000.00. In addition, as consideration for the surrender of his entitlements under the Euramax International, Inc. 1999 Phantom Stock Plan, Executive will receive $80,000.00 in cash on December 31, 2002 and $80,000.00 in cash on January 6, 2003. For the avoidance of doubt, Executive acknowledges that (A) following the surrenders referred to in this clause 2.iii, the Executive will cease to have any interest in any equity of the Company or any of its Subsidiaries and (B) he will not receive any cash payments with respect to stock or otherwise until such time as he has delivered documents satisfactory to Company's counsel evidencing the surrenders referred to in this clause 2.iii; iv. on the Termination Date, a profit share of $11,400.00 will be paid by the Company to the credit of Executive's 401(k) account; v. Executive will receive health plan continuation coverage for Executive and one additional family member under COBRA; vi. Executive will receive a bonus to be determined representing Executive's 2002 EICP entitlement, to be paid in accordance with the Company's usual and customary payroll practices as if Executiv...
Sample 1
Compensation to Executive. If, at any time while the Executive is employed by the Parent or any Parent Affiliate (a) the Executive's employment is terminated by the Parent or the Employer (it being understood that neither the Parent nor the Employer can terminate the Executive before December 31, 2002), (b) the Executive resigns (but solely for purposes of this Agreement any such resignation shall be effective no earlier than December 31, 2002 and December 31, 2002 shall be the date of such resignation), (c) the Executive dies, or (d) the Executive suffers a permanent Disability (each of (a), (b), (c), and (d) is hereafter referred to as a "Triggering Event"), then upon the first to occur of a Triggering Event, the following compensation shall be due and payable to the Executive on the terms and conditions set forth below: (a) The Employer shall pay the Executive one-twelfth of his last annual base salary immediately preceding the date of the Triggering Event each month for a period of 36 months (the "Severance Period") with such amount to be payable on the same basis as the base compensation for all of the other executives of the Employer or the Parent (the "Severance Pay"). The Severance Pay shall be subject to all appropriate tax withholding. (b) During the Severance Period, the Executive shall be entitled to any dental insurance, health insurance, disability insurance, and/or life insurance benefit plans or programs as maintained by the Employer or the Parent for the benefit of its or their employees and the Executive's coverage under such plans during the Severance Period shall be at least equal to the coverage provided to the Executive at the time immediately preceding the commencement of the Severance Period; provided, however, if the Parent or the Employer terminates the participation of all participants in any benefit plan or program, then the Executive's participation in any such benefit plan or program may also be terminated without any violation of this Agreement. (c) Upon the occurrence of a Triggering Event, the Parent and the Employer hereby commit to promptly loan (the "Loan") the Executive sufficient funds to allow the Executive to exercise all unexercised stock options (but not warrants) to acquire the Parent's Common Stock. The Loan shall be for a term of three (3) years at an interest rate equal to the prime rate or base rate of Bank of America, N.A. on the date of the Loan. The principal amount of the Loan shall be due and payable at the end of the Loan period. ...
Sample 1
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Compensation to Executive. If there is a Change in Control of the Company during the term of this Agreement, the Executive shall be entitled to termination payments as described in Section 8.6 hereof in the event that Executive’s employment by Company is involuntarily terminated in anticipation of, in connection with, or within one (1) year after the Change in Control, unless such termination is pursuant to the provisions of Sections 3.1, 3.2, 3.3, or 3.4 hereof.
Sample 1
Compensation to Executive 
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Related to Compensation to Executive

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

  • Compensation to NCPS (a) Issuer Party shall pay or cause to be paid to NCPS for its services as the facilitator of escrow as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party’s obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party’s request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS. (b) All of the compensation and reimbursement obligations shall be payable by Issuer Party upon demand by NCPS and will be charged automatically by NCPS to the credit card or other payment method separately provided or as otherwise agreed by the Parties. Issuer Party consents to NCPS retaining and using Issuer Party’s payment information for future invoices and as provided in this Agreement. Issuer Party agrees and acknowledges that NCPS and its third party vendors may retain and use Issuer Party’s payment information to facilitate the payments provided for in this Agreement. Issuer Party agrees to provide NCPS written notice (which may be via email) of any update or changes to Issuer Party’s payment information. Absent current payment information, Issuer Party shall make, or cause to be made, all payments to NCPS within 10 days of receiving an invoice therefor. All payments made to NCPS shall be in US dollars in immediately available funds. (c) If Issuer Party fails to make any payment when due then, in addition to all other remedies that may be available: (a) NCPS may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or if lower, the highest rate permitted under Law, which Issuer Party shall pay; such interest may accrue after as well as before any judgment relating to collection of the amount due; and (b) Issuer Party shall reimburse, or cause to be reimbursed, NCPS for all costs incurred by NCPS in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; provided that cumulative late payments are subject to the overall limits as may be required by Law as set forth in Exhibit B. (d) Only upon the fulfillment of the Minimum Offering, and only when Escrowed Funds are eligible to be released to Issuer in accordance with Section 4(a), and otherwise in compliance with Law, NCPS is authorized to and may disburse from time to time, to itself or to any NCPS Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any NCPS Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer Party of any disbursement from the Escrow Funds to itself or to any NCPS Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. (e) Only upon the fulfillment of the Minimum Offering, and only when Escrowed Funds are eligible to be released to Issuer in accordance with Section 4(a), and otherwise in compliance with Law, Issuer shall grant to NCPS and the NCPS Parties a security interest in and lien upon such Escrow Funds (but only to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the NCPS Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (but only to the extent of Issuer’s rights thereto). If for any reason the Escrow Funds available to NCPS and the NCPS Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer Party shall promptly pay such amounts to NCPS and the NCPS Parties upon receipt of an itemized invoice.

  • Benefits to Executive Subject to and conditional upon Executive executing this Agreement and not revoking his acceptance hereof within the timeframes specified below, Company agrees to provide Executive with the following benefits:

  • Compensation of the Executive 3 4. Termination.........................................................................

  • Executive Compensation Until such time as the Investor ceases to own any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, the Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior Executive Officers comply in all respects with Section 111(b) of the EESA as implemented by any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does not comply therewith. “Senior Executive Officers” means the Company's "senior executive officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Severance Compensation In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • Director Compensation Petitioner shall not compensate members of the Charter School’s Governing Board in excess of reasonable expenses incurred in connection with actual attendance at board meetings or with performance of duties associated therewith.

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