During the Transition Period. Except for the MSG Networks Plans described in Articles III, V, VII and VIII herein, until the Transition Period End Date, Spinco and each member of the Spinco Group that presently participates in a particular MSG Networks Plan may continue to be a Participating Company in such MSG Networks Plan, and MSG Networks and Spinco shall take all necessary action to effectuate each such continuation. Spinco and each member of the Spinco Group shall pay MSG Networks for any Spinco Employee or Former Spinco Employee’s participation in the MSG Networks Plans.
During the Transition Period. During the Transition Period, if Executive’s employment is terminated by Executive pursuant to Section 6(a) hereof, or by Gannett pursuant to Section 5(e) hereof, and conditioned upon and subject to Executive executing a valid release agreement releasing Gannett, its affiliates, and their respective employees, directors and agents, from any and all claims which Executive has or may have against such parties arising out of Executive’s employment (the “Release”), the following shall apply:
(i) Executive shall be entitled to receive a cash severance payment equal to 1.5 times the sum of Executive’s (1) annual salary at the then current rate, and (2) most recent annual bonus paid to Executive prior to the Termination Date (both prior to any elective deferrals or any other deductions as to such salary or bonus). Such cash payment shall be payable 30 days after the Termination Date, provided that the Release has become effective on or before such date; and
(ii) All outstanding stock options granted to Executive on or prior to the Termination Date shall vest in full on the Termination Date. In the event that Gannett grants any stock-based awards to Executive that are subject to performance-based vesting, such awards granted to Executive on or prior to the Termination Date shall be deemed to have been fully earned as of such date and the value thereof shall be promptly paid to Executive; and
(iii) Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in respect of any claims which Gannett may have against Executive, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned as a result of Executive’s self-employment or employment with another employer.
During the Transition Period. During the Transition Period, in lieu of payment of a Base Salary, Company will pay or cause to be paid to Executive in cash, in periodic installments not less frequently than monthly, an amount equal to $500,000 (the "Transition Payment") for each year of the Transition Period; provided, however, that Company's obligation to pay such Transition Payment during the Transition Period shall terminate immediately upon any breach by Executive of his duties under SECTION 3(B) or of the restrictive covenant provisions of SECTION 12. Notwithstanding such cessation of payment upon a breach of the restrictive covenant provisions of SECTION 12, Company shall retain the right to fully enforce the restrictive covenant provisions. In the event that a Change of Control occurs after the Transition Period has commenced, the aggregate amount of the unpaid Transition Payment payable for the period measured from the date of the Change of Control through the end of the Transition Period will be paid to Executive by Company in a single sum payment on the date that the Change of Control occurs, but Executive's obligations under SECTION 3(B) shall remain intact and Company shall retain the right to fully enforce the restrictive covenant provisions of SECTION 12. In the event that the Transition Period commences on or after a Change of Control (as defined in SECTION 10(C)) as a result of a termination of employment under the circumstances described in SECTION 10(C), Executive shall receive the amounts and benefits set forth in SECTION 10(C) in lieu of the amounts set forth in this SECTION 4(B), but Executive's obligations under SECTION 3(B) shall remain intact and Company shall retain the right to fully enforce the restrictive covenant provisions of SECTION 12.
During the Transition Period. Except as otherwise expressly provided for in this Agreement, and except for the EWS Benefit Plans described in Articles VI, VII, and VIII herein, until the Transition Period End Date, SNI and each member of the SNI Group that presently participates in a particular EWS Benefit Plan may continue to be a Participating Company in such EWS Benefit Plan, and EWS and SNI shall take all necessary action to effectuate each such continuation.
During the Transition Period. During the Transition Period, Executive will (i) be employed by Company as a part-time employee providing, at the request and direction of the Chief Executive Officer and/or Board, not more than 500 hours of service per 12-month period (at mutually agreed-upon times) at the Company’s offices in Annapolis, Maryland, such services to be commensurate with the general nature of services performed by Executive or other executive-level employees of Company during the Employment Term or of a nature that the Chief Executive Officer and/or Board determines is necessary or desirable to transition Executive’s position to his successor, and (ii) have such title, or no title, as shall be determined by the Chief Executive Officer and/or Board in his or its discretion.
During the Transition Period. (a) At any time during the Transition Period, either Party shall be entitled to request ATI from the other Party or its Affiliates regarding:
(i) the Patent Documents or the IDFs delivered before the Effective Date or pursuant to Article III of this Agreement;
(ii) any Project included on a list delivered pursuant to Article IV hereof;
(iii) any other Project completed prior to the Information Exchange Date; or
(iv) any of the formulas, ingredient lists or product specifications included on a list delivered pursuant to Article IV hereof.
(b) At any time during the Transition Period, a Party that has elected not to continue joint funding of a Project after the Effective Date shall be entitled to request ATI regarding that Project obtained or created before the Effective Date.
During the Transition Period. Sellers shall enable Purchaser to continue conducting a confirmatory due diligence with respect to the Sold Business at Purchaser’s own costs. During such confirmatory due diligence, Sellers shall in particular (i) grant Purchaser full access to all financial data regarding the Sold Business (provided that such access may only be indirect in the presence of an employee or auditor of the Sellers) and (ii) provide Purchaser with all information and employee access (including to the relevant sales teams) required to conduct its confirmatory due diligence as required to reasonably conduct the confirmatory due diligence.
During the Transition Period. (i) TRW will permit WI reasonable access to its facilities such that WI is able to use the Capital Assets then in such facilities as and when needed, (ii) TRW will not charge WI any storage, facilities or other fees in connection with the Capital Assets, and (iii) TRW will maintain at its sole cost and expense the Capital Assets in good working order, subject to normal wear and tear.
During the Transition Period. (a) the Parties shall abstain from any actions which will cause the representations and warranties hereunder not to be in any respect true, complete and accurate at the date of the execution of the Promised Agreement;
(b) each Party shall notify the other Party of any circumstances which might cause any of the representations and warranties hereunder to cease to be true or accurate; and
(c) following the completion of Due Diligence, the Seller shall notify the Buyer immediately, and in any case no later than 7 (seven) days from the receipt of the respective information, of any event that the Seller has become aware of that has caused or might cause any Material Adverse Change in the operation of any of the Target Companies.
During the Transition Period. Subject to Executive’s execution, non-revocation and compliance with this Agreement, during the Transition Period: (i) Executive shall continue to receive his annual base salary, at the rate in effect as of the date of this Agreement; (ii) Executive shall continue to be eligible to participate in the Company’s employee benefit plans to the same extent as similarly situated employees, subject to the terms of such plans; (iii) Executive’s outstanding equity awards shall continue to vest in accordance with the terms of the applicable Restricted Stock Unit Award Agreements, Performance Unit Award Agreements and Stock Option Agreements (collectively, the “Award Agreements”); and (iv) Executive shall continue to be eligible for reimbursement of business expenses pursuant to the Company’s expense reimbursement policy to the same extent as similarly situated employees.
