Employee Payout Sample Clauses

The Employee Payout clause defines the terms under which an employee receives financial compensation upon certain events, such as termination, resignation, or completion of a contract. Typically, this clause outlines the calculation method for the payout, which may include accrued salary, unused vacation days, bonuses, or severance, and specifies the timing and manner of payment. Its core function is to ensure both parties understand the financial obligations at the end of employment, thereby reducing disputes and providing clarity regarding final payments.
Employee Payout. (a) Subject to Section 1.11, on the Closing Date, Parent shall pay to the Persons named in Schedule 4.12(a) the Aggregate Employee Cash Payout, as set forth in Schedule 4.12(a) (subject to deduction and withholding by Parent (or any subsidiary of Parent, as applicable) of all social security, Medicare and any other withholding required by applicable law in respect of the Aggregate Employee Cash Payout); provided, that, Parent shall be deemed to have paid such Persons the Aggregate Employee Cash Payout if Parent shall have wired the Aggregate Employee Cash Payout to the Company on the Closing Date and the Surviving Company shall make the cash payments to the individuals set forth in Schedule 4.12(a) on the date of the Surviving Company’s next payroll. (b) Subject to Section 1.11, as soon as practicable following the Closing Date, and subject to satisfaction of applicable Legal Requirements (including but not limited to Israeli Tax and securities Legal Requirements), Parent shall issue to the Persons named in Schedule 4.12(b) (together with the Persons set forth on Schedule 4.12(a), the “Employee Payout Recipients”) shares of Parent Common Stock equal in the aggregate to the Aggregate Employee Stock Payout pursuant to (x) Parent’s 2009 Equity Incentive Plan, in the case of Persons employed by the Company or (y) an Israeli supplement to Parent’s 2009 Equity Incentive Plan, in the case of Persons employed by the Israeli Subsidiary, in each case as set forth in Schedule 4.12(b) (subject to deduction and withholding by Parent (or any subsidiary of Parent, as applicable) as required by applicable law in respect of the Aggregate Employee Stock Payout). No fractional shares of Parent Common Stock shall be paid to Employee Payout Recipients pursuant to this Section 4.12(b). Parent shall be permitted to “round up” and “round down” to the nearest whole number in order in order to avoid issuing any fractional shares. (c) The holders of Company Capital Stock, by the adoption of this Agreement, hereby approve the payment of the Aggregate Employee Cash Payout and Aggregate Employee Stock Payout to the Employee Payout Recipients.
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Related to Employee Payout

  • Certain Employee Payments The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time-to-time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time-to-time by the Company for the benefit of its senior executives, other than any annual cash incentive plan.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.12.

  • Employee Participation The Employer will assist employees' participation in health promotion and health education programs. Health promotion and health education programs that have been endorsed by the Employer (Minnesota Management & Budget) will be considered to be non-assigned job-related training pursuant to Administrative Procedure 21. Approval for this training is at the discretion of the Appointing Authority and is contingent upon meeting staffing needs in the employee's absence and the availability of funds. Employees are eligible for release time, tuition reimbursement, or a pro rata combination of both. Employees may be reimbursed for up to one hundred (100) percent of tuition or registration costs upon successful completion of the program. Employees may be granted release time, including the travel time, in lieu of reimbursement.

  • Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement. (b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan. (c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever. (d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.