Employee Retention Pool Sample Clauses

Employee Retention Pool. At Closing, cash in the aggregate amount as provided on Schedule 2.2.2, which schedule shall be provided by Company to Parent at least five business days prior to Closing (the “Employee Retention Pool Amount”, and together with the Escrow Amount, the “Escrow Amounts”) that would otherwise be received by holders of Company Shares in accordance with Section 2.1.3 (pro rata based upon the total consideration to be received by such holder at Closing) will not be distributed to or made available for holders of Company Shares in accordance with Section 2.1.3 but rather will be deposited by Parent with, and held by Xxxxxx Pepper PLLC or such bank or trust company as Parent may choose in its discretion, as escrow agent, in an escrow fund (the “Employee Retention Escrow”) in accordance with the Employee Retention Escrow Agreement substantially in the form attached hereto as Exhibit 2.2.2 (the “Employee Retention Escrow Agreement”, and together with the Escrow Agreement, the “Escrow Agreements”) to fund payments related to the employee retention pool to be created in accordance with Section 6.8(d). The release to Parent or Company of the portion of the Employee Retention Pool Amount earned by eligible employees, as listed on Schedule 2.2.2, who are employed with Parent or Company on the six (6) month anniversary of the Closing and have satisfied any other conditions necessary to earn their respective retention bonuses, as specified on Schedule 2.2.2, plus the employer’s share of FICA (OASDI and Medicare) taxes on such portion will occur shortly after the six (6) month anniversary of Closing, with the remaining portion (if any) of the Employee Retention Pool Amount to be used to pay fees and expenses of the Employee Retention Escrow or retained under the Employee Retention Escrow Agreement until immediately prior to the distribution of the Escrow Amount. As soon as practicable after the six (6) month anniversary of the Closing and Company’s or Parent’s receipt of the applicable funds from the Employee Retention Escrow, Company or Parent shall pay retention bonuses (less applicable tax withholdings and any other required withholdings or deductions) to the eligible employees who earned the right to receive such bonuses and remit the employees’ withheld taxes plus the employer’s share of FICA taxes to the applicable taxing authority. Immediately prior to the distribution of the Escrow Amount, the remaining Employee Retention Escrow Amount (including any interest accruin...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Employee Retention Pool. (i) The Purchaser undertakes to establish or procure the establishment of an employee retention pool pursuant to the terms of this Section 2.02(i), which shall have the purpose of providing incentive retention compensation to employees of the Company from time to time (the “Employee Retention Pool”).
Sample 1Sample 2
Employee Retention Pool. Finisar shall establish a pool of cash in the aggregate amount of $1,000,000 (the "Retention Pool") for retention of Transwave employees. The Retention Pool shall be allocated among the Transwave employees in accordance with a schedule to be mutually agreed upon by Finisar and Transwave prior to the Closing Date.
Sample 1
Employee Retention Pool. Purchaser shall distribute the Employee Retention Pool to Hired Employees in accordance with the terms and subject to the conditions set forth on SCHEDULE 16. Purchaser shall have the right to retain any amounts remaining from the Employee Retention Pool after the distributions to Hired Employees in accordance with the terms and subject to the conditions set forth on SCHEDULE 16.
Sample 1
Employee Retention Pool. Promptly following the Effective Time, Parent will establish a pool in an amount equal to $2,000,000 (the "RETENTION POOL") that will be distributed to the Retention Employees
Sample 1
Employee Retention Pool. The Board has approved the establishment of a pool of $700,000 in cash for making payments to certain executive officers and employees either prior to or after the effectiveness of the Merger in connection with employee retention bonuses. The retention bonuses shall be allocated as follows: $400,000 to Xx. Xxxxx, $150,000 to Xx. Xxxxxxxx and $150,000 to Xx. XxXxxxx.
Sample 1
Employee Retention Pool. 35 Section 6.15 Sensors 401(k) Plan..........................................35 Section 6.16
Sample 1
AutoNDA by SimpleDocs
Employee Retention Pool. Finisar shall establish a pool of cash in the aggregate amount of $2,000,000 (the "Retention Pool") for retention of Sensors employees. The Retention Pool shall be allocated among the employees listed on SCHEDULE 6.11(e) hereto (excluding Xxxxxxx X. Xxxxx) in proportion to their current base salary as set forth on a list to be delivered by Sensors to Finisar prior to the Closing. One-fourth of the amount allocated to each eligible employee will vest at the Effective Time provided such eligible employee accepts continued employment with the Surviving Corporation and will be payable on the next regular payroll date thereafter. Eligible employees will vest in the remaining amount allocated to them in equal installments on the first, second and third anniversaries of the Closing Date, subject to their continued employment by Finisar or a Subsidiary of Finisar.
Sample 1

Related to Employee Retention Pool

  • 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.

  • Employee Participants 2.01 ELIGIBILITY.

  • Employee Relations Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company's or its subsidiaries' employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

  • Employee Records Any and all employee books and records to the extent that such transfer of books and records would be in violation of any laws.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

  • Employee Rights (a) Nothing herein expressed or implied shall confer upon any employee of any IPC Company, Seller or its Affiliates, or Purchaser or its Affiliates, or upon any legal representative of such employee, or upon any collective bargaining agent, any rights or remedies, including any third party beneficiary rights or any right to employment or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement.

  • 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.

  • Employee Release Any obligation of Cubist to provide you severance payments or other benefits under this Agreement is expressly conditioned upon your reviewing and signing (and not revoking during any applicable revocation period) a general release of claims in a form reasonably satisfactory to Cubist. Cubist shall provide you with the general release promptly after the date on which you give or receive, as the case may be, notice of termination of your employment.

  • Group Benefits The Executive will participate in the Company's Group Benefit Plan and any other group perquisites all as in effect from time to time.

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

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