Employee Retention Payments Sample Clauses

Employee Retention Payments. Purchaser acknowledges that it shall be responsible for the payment after Closing of certain retention payment to employees of Proton pursuant to the retention letter agreements referred to on Schedule 4.2(n).
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Employee Retention Payments. (a) On the six (6) month anniversary of the Employee Cutoff Date, or if such day is not a business day, on the business day immediately preceding such anniversary date (such date is referred to herein as the "Six Month Anniversary Date"), Acquiror may be entitled, subject to the terms and conditions of this Section 8.5, to payment from Platinum based upon the number of Retained Employees who, on the Six Month Anniversary Date, either (i) are employed by Acquiror or any of its direct or indirect subsidiaries (including Pilot), (ii) have died or become permanently disabled in such a manner that a physician has indicated in writing that such Retained Employee will not be able to perform his or her employment duties for a period of at least six consecutive months, or (iii) are no longer employed on the Six Month Anniversary Date because their employment was terminated prior thereto due to termination without Cause (as defined below) or a result of a Constructive Discharge (as defined below) (such Retained Employees collectively referred to herein as the "Remaining Employees"). Such payment, if any, shall be equal to the product of (A) the difference between (x) 80% of the number of Retained Employees (rounded to the nearest whole number), less (y) the number of Remaining Employees, multiplied by (B) 1.25% of the Tax Amount; provided, however, that the amount of such payment shall not exceed 10% of the Tax Amount. Such payment shall be due and payable within 30 days of the final agreement or determination regarding the number of Remaining Employees, as determined in accordance with Section 8.5(c) and 8.5(d).
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Employee Retention Payments. 51 6.11. Post-Closing ...........................................................................................................52 6.12. Wetland Mitigation Bank Contract ........................................................................52 6.13. Buyer Transaction Expenses ..................................................................................52 6.14. Confidentiality Agreements ...................................................................................52 7. SELLERS’ REPRESENTATIVE. .....................................................................................53 7.1. Appointment ..........................................................................................................53 7.2. Authorization .........................................................................................................53 7.3. Agency ...................................................................................................................54 7.4. Indemnification of Sellers’ Representative ............................................................54 7.5. Reasonable Reliance ..............................................................................................54
Sample 1
Employee Retention Payments. No employee or independent contractor of the Company, either of the Subsidiaries or any other Person will be entitled to any retention payment or other similar compensation or payment from the Company or either of the Subsidiaries as a result of, or in connection with, the consummation of the Transactions.
Sample 1
Employee Retention Payments. Schedule 1(b) hereto (the "Employee Retention Schedule"), sets forth (i) the names of certain employees of Securant at the Effective Time (the "Eligible Employees"), and (ii) the amount of cash payable to each such employee (the "Employee Payment"), in accordance with provisions of Securant's form of Retention Bonus Agreement, a copy of which is attached hereto as Attachment A (the "Retention Bonus Agreement").
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Employee Retention Payments. Hired Employees not covered by the management retention payment program detailed in Section 6.2(i) hereof will be eligible for an employee retention payment to facilitate the operation of the Card Program through Conversion. Each Hired Employee (i) who remains an employee of Bank, JNB or Z Del, as the case may be, in good standing through Conversion or (ii) whose employment is terminated prior to Conversion by Bank, JNB or Z Del, as the case may be, for reasons other than cause or voluntary resignation will be eligible for the employee retention payment set forth in this Section 6.2(h). The amount of the retention payment will be calculated as follows: - $3,500 for non-exempt full time personnel - $2,000 for non-exempt part time personnel
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Employee Retention Payments. (a) Subject to Section 12 hereof, the parties agree that certain key non-stockholder employees of Seller, to be designated by Seller pursuant to Section 6.04(d) and this Section 6.05, who become employees of Purchaser after the Closing (the "Non-Shareholder Employees"), will be entitled to receive distributions from Purchaser of an aggregate amount of $5,000,000 (the "Employee Retention Payment"). Seller shall designate prior to the Closing Date the Non-Shareholder Employees entitled to receive $3,000,000 of the Employee Retention Payment and shall designate prior to September 30, 2002 the Non-Shareholder Employees entitled to receive the remaining $2,000,000 of the Employee Retention Payment. The Employee Retention Payment will be payable, at Purchaser's sole option, in cash, shares of Parent Common Stock, options for shares of Parent Common Stock or any combination thereof. Subject to Section 6.04(d), the Managing Director and the other Founder Shareholders shall determine the distribution of the Employee Retention Payment among the Non-Shareholder Employees in a manner which, in the good faith determination of the Managing Director and other Founder Shareholders, will encourage the retention of the such Non-Shareholder Employees by Purchaser. Any Employee Retention Payment distributed in the form of cash will be subject to applicable Tax withholdings. The Employee Retention Payment will be payable as follows:
Sample 1
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Employee Retention Payments. Except as set forth on Schedule 6.5, following the Closing Date, Buyer shall establish a retention bonus program for each of the Transferred Employees pursuant to which each Transferred Employee shall be eligible to receive up to $10,000 of additional compensation (a “Retention Payment”) for each of the three consecutive twelve month periods starting on the Closing Date (each twelve month period, a “Retention Period”). Except as set forth on Schedule 6.5, the Retention Payment for each Retention Period shall be paid no later than 30 days following the first day of such Retention Period, with the first Retention Payment being paid no later than 30 days following the Closing Date. Each Transferred Employee’s right to receive and retain a Retention Payment shall be subject to such Transferred Employee’s continued employment with Buyer through the applicable Retention Period and to such other terms and conditions as determined by Buyer in its sole discretion. The full amount of all Retention Payments for the first Retention Period following the Closing Date shall be the obligation of Seller. Buyer and Seller shall each be obligated to pay one half of the Retention Payments for the second Retention Period following the Closing Date. The Retention Payments for the final Retention Period shall be the obligation of Buyer. Seller’s obligation to fund Retention Payments for the first Retention Period shall be satisfied out of the Employee Escrow Amount. Any excess Employee Escrow Amount shall be used to satisfy Seller’s obligation to pay Retention Payments in the second Retention Period. Notwithstanding the foregoing, after the satisfaction of the Seller’s obligations to make Retention Payments under this Section 6.5, any remaining portion of the Employee Escrow Amount shall be disbursed to Seller in accordance with the Employment Escrow Agreement. Buyer and Seller agree that they shall promptly issue mutual instructions to the Escrow Agent with respect to the disposition of the Employee Escrow Amount in accordance with this Section 6.5.
Sample 1
Employee Retention Payments. Pursuant to the terms of the Employment Agreement with Ex Xxxxxx and the Retention Agreements, Buyer agrees, and NS Group agrees to cause Buyer, to pay to Ex Xxxxxx and those employees set forth on Schedule 1.85 an aggregate of $1,815,000 upon the satisfaction of certain terms and conditions set forth in such agreements. Upon payment by Buyer of an aggregate of $312,000 (less applicable taxes and withholdings that may be required by law) to Mxxxxxx Xxxxx (who is holding executed copies of each Retention Agreement in escrow) for distribution to those employees set forth on Schedule 1.85, Seller shall cause Mxxxxxx Xxxxx to deliver to Buyer the Retention Agreements, duly executed by such employees.
Sample 1

Related to Employee Retention Payments

  • Retention Payments (a) In the event that Executive is employed by the Company on January 1, 2002, Executive shall be entitled to a lump sum cash retention payment equal to 150% of the sum of (i) Executive's Base Salary and (ii) Executive's target annual bonus, each as in effect for the 2001 fiscal year (such sum, the "2002 Retention Bonus").

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • Severance Payments 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Retention Payment If Employee remains employed by Company or its subsidiaries on the first anniversary of the Closing Date, then Company shall pay to Employee in a lump sum within five (5) business days thereafter, an amount equal to $460,000 (the “Retention Payment”).

  • Severance Payments; Salary and Benefits The Company agrees to provide Executive with the severance payments and benefits described in Section 4(b) [and Section 4(c)] of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Separation Pay and Benefits Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, the Company agrees as follows:

  • 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:

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