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...
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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”). (ii) If and only if Tranche 2 Consideration is due and payable, and then, only to the extent any Tranche 2 Consideration is due and payable, the Purchaser undertakes at the same time as any such Tranche 2 Consideration may be due and payable, to make or to procure that the Guarantor makes a payment (the “Purchaser Cash Contribution”) to the Employee Retention Pool of an amount which would be equal to the amount of Tranche 2 Consideration calculated in accordance with Section 2.02(d) if the Xxxxx 0 Xxxxxxxx, Xxxxx 0 Multiple and Level 3 Multiple were substituted with the following multiples: (A) Level 1 Multiple: 0.01429 (B) Level 2 Multiple: 0.02714 (C) Level 3 Multiple: 0.04407 , provided, always, that in no event shall the maximum aggregate amount of the Purchaser Cash Contribution be more than US$1,000,000. For the avoidance of doubt, in the event that pursuant to Section 2.02(g) hereof, any amounts are held back by Purchaser, then, notwithstanding anything herein to the contrary, the Purchaser shall be entitled to hold back from the Purchaser Cash Contribution all or such portion of the Purchaser Cash Contribution that equals the proportion to which the amount held back pursuant to Section 2.02(g) bears to the total Tranche 2 Consideration payable (but for such hold back) at the time of such hold back (the “Held-Back Purchaser Cash Contribution”). The Held-Back Purchaser Cash Contribution shall be payable only if and to the extent and at the same time that the Purchaser is required to pay to the Management Sellers the amount of Tranche 2 Consideration so held back. (iii) If and only if Tranche 2 Consideration is due and payable, and then, only to the extent any Tranche 2 Consideration is due and payable, in addition to the obligation contained in Section 2.02(i)(ii), the Purchaser shall make or procure that either the Guarantor or CDC makes a contribution (the “CDC Cash/Stock Contribution”) to the Employee Retention Pool of an amount equal to the Purchaser Cash Contribution and the CDC Cash/Stock Contribution shall be made at the same time as the Purchaser Cash Contribution is payable provided always that in no event shall the aggregate maximum amount of t...
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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
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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.
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Employee Retention Pool. 35 Section 6.15 Sensors 401(k) Plan..........................................35 Section 6.16
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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.
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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.
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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.
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Related to Employee Retention Pool

  • Employee Removal At District’s request, Contractor shall immediately remove any Contractor employee from all District properties in cases where the District in its sole discretion determines that removal of that employee is in the District’s best interests.

  • Employee Responsibilities The Employer's policy with respect to employee responsibilities provides for employees:

  • Employee Resignation (a) Unless otherwise agreed by the Employer and an Employee, an Employee other than a probationary Employee may resign at any time by giving a minimum of four weeks' written notice to the Employer. (b) In the event an Employee resigns and elects to leave before serving the required notice period, the balance of the notice period not served will not be paid out by the Employer.

  • 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.

  • Returning Employee Rights Employees returning from authorized leave without pay will be employed in the same position or in another position in the same job classification, as determined by the Employer, provided that such reemployment is not in conflict with other articles in this Agreement. The employee and the Employer may enter into a written agreement regarding return rights at the commencement of the leave.

  • Employee Records ‌ Each employee shall be entitled to receive a record of their sick leave standing and a copy of any performance appraisal or disciplinary action which is added to their file.

  • 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. Pursuant to Chapter 123, Public Laws of 1975, the Board hereby agrees that every employee shall have the right to organize, join, and support the Association and its affiliates for the purpose of engaging in collective negotiations. B. Nothing contained herein shall be construed to deny or restrict to any employee such rights as he/she may have under New Jersey School Laws or other applicable laws and regulations. C. No employee shall be prevented from wearing pins or other identification of membership in the Association or its affiliates. D. Whenever any employee is required to appear before his/her supervisor for the purpose of formal discipline which could, in the opinion of the supervisor, adversely affect the continuation of that employee's employment, the employee shall be given 48 hours prior written notice of the reasons for such meeting and shall be entitled to representation by a member of the Association. E. Communications of a professional nature between the administrator and/or Board and an employee, or between employees regarding a student or students, shall remain confidential. F. Any person who leaves the employ of the Board shall be entitled to request an exit interview, through the Superintendent of Schools, with the Board or sub-committee of the Board, as per Board policy, and shall be entitled to have a member of the Association present. G. No employee shall be discharged, disciplined, reprimanded or reduced in work or compensation, or deprived of any professional advantage, without just cause. Any such action asserted by the Board, or any agent or representative thereof, shall be subject to the grievance procedure herein set forth. H. Each teacher shall plan and teach course content in the manner he/she considers most practical and useful within the limits of District philosophy, Board policy, approved curriculum, State and Federal laws, and the Administrative Code. I. Employees shall be notified one day in advance of any maintenance work to be done in their classrooms during the school day. It is understood that repairs which necessitate immediate attention in order to continue usage of the facilities shall be exempt from prior notification.

  • Employee Responsibility Each employee is responsible for the care and maintenance of such equipment. The Company retains the right to inspect the equipment at any time and to require the employee to provide an accounting of any loss or abuse.

  • Grantee Responsibility for System Agency’s Termination Costs If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Xxxxxxx’s failure to perform any work in accordance with the terms of the Grant Agreement.

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