Employee Retention Fund Sample Clauses

Employee Retention Fund. XXX.XXX and Federal will provide a fund of One Hundred Thousand Dollars ($100,000.00) to pay to designated employees of the FSB in connection with arrangements intended to encourage such employees to remain with the FSB up to and through the Closing. Representatives of CACI Sub and Federal will consult with each other to designate employees to receive payments and to determine the amounts of such requests and the appropriate contractual instruments by which to implement such arrangements.
Sample 1
AutoNDA by SimpleDocs
Employee Retention Fund. Effective as of the Closing, the Purchaser, with the advice of the Company, will establish certain retention arrangements (the “Retention Arrangements”) described in Schedule 8.3 for certain Acquired Employees listed in Schedule 8.3 (the “Retention Employees”), which Retention Arrangements will provide for payments to such Retention Employees of portions of a $2,000,000 minimum aggregate pool that shall be funded by the Purchaser. The retention payments payable to the Retention Employees shall be in the amounts set forth in Schedule 8.3 and shall be paid by or on behalf of the Purchaser to the Retention Employees in accordance with the Retention Arrangements. For the avoidance of doubt, the funding of the Retention Arrangements by the Purchaser shall not be considered Merger Consideration.
Sample 1
Employee Retention Fund. XXX.XXX and Federal will provide a fund of One Hundred Thousand Dollars ($100,000.00) to pay to designated employees of the FSB in connection with arrangements intended to encourage such employees to remain with the FSB up to and through the Closing. Representatives of CACI Sub and Federal will consult with each other to designate employees to receive payments and to determine the amounts of such requests and the appropriate contractual instruments by which to implement such arrangements. : CONDITIONS PRECEDENT Conditions Precedent to the Obligations of Each Party. The obligations of Federal, XXX.XXX, CACI Sub and CACI Parent to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing of the following conditions and the parties shall exert their best efforts to cause each such condition to be so fulfilled: No injunction or restraining or other order issued by a court of competent jurisdiction that prohibits or materially restricts the consummation of the Acquisition or any other material transaction contemplated by this Agreement shall be in effect (each party agreeing to use its best efforts to have any such injunction or other order lifted), and no governmental action or proceeding shall have been commenced or threatened in writing seeking any injunction or restraining or other order that seeks to prohibit, restrain, invalidate or set aside consummation of the Acquisition. There shall not have been any action taken, and no statute, rule or regulation shall have been enacted, by any state or federal government agency since the date of this Agreement that would prohibit or materially restrict the Acquisition. All filings with and notifications to, and all approvals and authorizations of, third parties (including, without limitation, governmental entities and authorities) required for the consummation of the Acquisition and for the business and operation of the Assets to be continued in the same manner as currently conducted shall have been made or obtained and all such approvals and authorizations obtained shall be effective and shall not have been suspended, revoked or stayed by action of any governmental entity or authority (it being understood that, as to contracts that may be novated, approval of the government contracting authority may be sought after the Closing). The Escrow Agreement, the Royalty Agreement, the Subcontract and the Strategic Alliance Agreement shall have been executed by all parties thereto. All applicabl...
Sample 1

Related to Employee Retention Fund

  • Employee Retention The two Company employees listed in ------------------ Schedule 7.02(f) shall have entered into employment and noncompetition ---------------- agreements with Parent providing for such employees to be employed by Parent (or to continue to be employed by the Surviving Corporation) after the Effective Time; both such employment agreements shall be in full force and effect; and neither of such employees shall have ceased employment with Company or given notice to the Board of Directors of Parent or the Board of Directors of Company of his intention to cease employment with Parent or Company after the Effective Time.

  • Retention Bonuses Provided Executive becomes and remains an active employee of Mercantile, Mercantile will pay Executive retention bonuses in accordance with the following schedule:

  • Employees; Benefits Employee shall be entitled to all benefits to which other Executive Vice Presidents are entitled, on terms comparable thereto, which may be maintained by the Company for the benefit of its executives. The Company reserves the right to alter and amend the benefits received by Employee from time to time at the Company’s discretion.

  • Benefits; Vacation Employee shall be eligible to receive all benefits as are available to similarly situated employees of Employer generally, and any other benefits that Employer may, in its sole discretion, elect to grant to Employee from time to time. In addition, Employee shall be entitled to four (4) weeks paid vacation per year, which shall be pro-rated for the first partial year of employment and shall accrue in accordance with Employer’s policies applicable to similarly situated employees of Employer.

  • Retention Bonus You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereof.”

  • Benefits and Vacation The Executive shall be eligible to participate in such insurance programs (health, disability or life) or such other health, dental, retirement or similar employee benefits programs as the Board may approve, on a basis comparable to that available to other officers and executive employees of the Company. The Executive shall be entitled to a minimum of three (3) weeks of paid vacation per year. Vacation time may be accumulated for up to one year beyond the year for which it is accrued and may be used any time during such year. Any vacation time not used during such additional year shall be forfeited. The value of any accrued but unused and unforfeited vacation time shall be paid in cash to the Executive upon termination of Executive's employment for any reason.

  • Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.

  • 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.

  • Severance Pay In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following:

  • Employees; Benefit Plans (a) Following the Closing Date, BHB may choose to maintain any or all of the LSBG Benefit Plans in its sole discretion. Effective no later than the day immediately preceding the Closing Date, LSBG shall terminate any LSBG Benefit Plans for which participant consent is not required and that BHB has requested to be terminated by providing written notice to LSBG at least fifteen (15) days prior to the Closing Date. No later than the day immediately preceding the Closing Date, LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any LSBG Benefit Plan terminated for which there is a comparable BHB Benefit Plan of general applicability (other than the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB), BHB shall take all reasonable action so that employees of LSBG shall be entitled to participate in such BHB Benefit Plan to the same extent as similarly-situated employees of BHB (it being understood that inclusion of the employees of LSBG in the BHB Benefit Plans may occur at different times with respect to different plans). BHB shall cause each BHB Benefit Plan in which employees of LSBG are eligible to participate to take into account for purposes of eligibility and vesting under the BHB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by LSBG (other than for the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BHB to amend or terminate any of the LSBG Benefit Plans or BHB Benefit Plans in accordance with their terms at any time; provided, however, that BHB shall continue to maintain the LSBG Benefit Plans (other than stock-based or incentive plans and the defined benefit pension plan and any nonqualified deferred compensation plans or arrangements) for which there is a comparable BHB Benefit Plan until the LSBG Employees are permitted to participate in the BHB Benefit Plans, unless such BHB Benefit Plan has been frozen or terminated with respect to similarly-situated employees of BHB or any Subsidiary of BHB.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!