Employee Trust Sample Clauses

Employee Trust. At or prior to Closing, Parent shall establish a trust (the "ESOT") for the purpose of holding 1,772,324 shares of Parent Common Stock (which shall be deposited therein, collectively, by Parent, US Acquisition Sub, US Acquisition Sub II and Australia Acquisition Sub on or prior to the Closing Date) (the "ESOT Shares") for distribution to certain JLW Employees. The trust agreement and the related agreements required to establish the ESOT (the "ESOT Agreements") shall reflect the terms set forth in Annex L attached hereto and such other terms as Parent and the Sellers' Representatives shall mutually agree. The trustee of the ESOT (the "ESOT Trustee") will be determined in accordance with and shall have the rights and obligations specified in Annex L hereto and the ESOT Agreements. The ESOT Agreements shall provide (to the extent set forth in Annex L) for the creation of sub trusts within the ESOT for the benefit of employees of specified Companies, Asian Region Companies and Australasia Region Companies and the Subsidiaries thereof(each a "Sub Trust" or an "ESOT Sub Trust", which Sub Trusts shall include a "JLW Australasia ESOT Sub Trust," a "JLW Asia ESOT Sub Trust," a "JLW England ESOT Sub Trust," a "JLW Scotland ESOT Sub Trust" and the "JLW Ireland ESOT Sub Trust"), which Sub Trusts shall be controlled by one or more persons designated pursuant to the SCCA. Parent and Sellers' Representatives agree to cooperate in good faith to determine the additional requirements of the ESOT and to negotiate in good faith the satisfactory resolution of such requirements prior to Closing. The parties hereto agree that (i) 91,988 ESOT Shares (the "ESOT Escrow Shares") shall be included in the Escrow Shares and (ii) 108,895 ESOT Shares (the "ESOT Adjustment Shares") shall be included in the Adjustment Shares, in each case to be delivered to the Escrow Agent on behalf of the ESOT pursuant to Section 1.3 hereof and Section 1.3 of each of the Other Purchase Agreements.
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Employee Trust. 56 Section 6.8
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Employee Trust. Shire agrees to recommend to the trustee of the Shire Employee Benefit Trust that the trustee will, in priority to the issue of Shares by Shire, use the Shares currently comprised in the trust to satisfy any vesting and/or exercise of options and/or awards under any of the Shire employee incentive arrangements which occurs following the date of this agreement.
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Employee Trust. After the satisfaction or waiver of the conditions set forth in Section 5.1 hereof, and on the date (the "Trust Establishment Date") which is the Closing Date, if: (i) the conditions precedent set forth in Sections 5.2 and 5.3 hereof would be satisfied if the Trust Establishment Date were the Closing Date, or, if applicable, the party or parties entitled to do so have irrevocably agreed to waive satisfaction of any such condition precedent which would not thus be satisfied; and (ii) none of the conditions or circumstances authorizing termination of this Agreement under Section 6.1 hereof have occurred or exist as of the Trust Establishment Date, or if applicable, the Company, Grey Wolf and the Buyer have all agreed to waive any right to terminate this Agreement pursuant to Section 6.1 by reason of the occurrence or existence of any such condition or circumstance which has occurred or exists as of the Trust Establishment Date, the Company shall establish an irrevocable trust (the "Employee Trust") by execution of a Trust Agreement (the "Trust Agreement") with Bank One Texas, N.A. as trustee (in such capacity being herein called the "Trustee") in the form of Exhibit 7 attached hereto and incorporated herein, and will be obligated to contribute and pay to the Trustee for inclusion in the principal of the Employee Trust the sum of $8,600,000 in cash on the Closing Date. As more fully set forth in and subject to the provisions of the Trust Agreement, the Employee Trust shall be for the benefit of those employees and retired, disabled and former employees of the Company identified in Exhibit A to the Murco Drilling Corporation Deferred Compensation Plan (the "Plan") attached to the Trust Agreement who remain employed (other than the retired, disabled and former employees) by the Company on the date of establishment of the Employee Trust (the "Murco Employees"), subject to addition and deletion by the Company up until the funding of the Employee Trust. The Buyer will cause the Employee Trust to be funded contemporaneously with Closing. In the event the purchase and sale contemplated by this Agreement does not close for any reason, the Plan and the Employee Trust may be terminated at the option of the Company.
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Employee Trust. Concurrently with the execution hereof, the Company is establishing a deferred compensation plan providing as follows: (a) The Company will establish an irrevocable trust (the "Trust") and will fund the Trust to the extent of $250,000 for each fiscal quarter commencing with the quarter ending March 31, 1999. Such fund shall be held in a separate bank or brokerage account and Executive shall promptly be given notice of the location of such account and the balance in the account. The principal and interest of the Trust shall be used exclusively as set forth in this Agreement, provided, however, that the principal and income of the Trust shall be subject to claims of judgment creditors of Company and no payments may be made to Executive if the Company is insolvent. Executive's interest in income or principal of the Trust shall not be subject to assignment or attachment. The Company shall designate the trustee of the Trust, and may change the same from time to time, provided, however, that Executive shall promptly be given notice of any change of trustee. (b) Company shall not be required to make any further contributions to the Trust once the total amount held in the Trust reaches $3,000,000. In the event this Agreement shall terminate at a time when the Trust shall hold less than $3,000,000, the 2 Company shall, within five business days after such termination, contribute the difference between the amount held by the Trust on the date of termination and $3,000,000. (c) Upon the termination of this Agreement, Executive shall receive payments of $20,000 per month from the Trust, which shall be increased annually based on the increase, if any, in the cost of living using December 31st of the calendar year 1998 as the base year. (d) Upon a Change of Control (as that term is defined in the Indenture dated April 30, 1998 between Company and Marine Midland Bank, as Trustee), Company shall, within five business days there-after, contribute to the Trust the difference between the amount held by the Trust on the date of the Change of Control and $3,000,000. (e) Upon Executive's death, the then payments from the Trust shall be reduced by fifty percent (50%) and the reduced amount shall be paid to the Designee (as that term is hereinafter defined) for a term of two (2) years. At the end of such two-year period, the Trust shall terminate and the remaining amount in the Trust, if any, shall be released to Company. For purposes of this Agreement, the term "the Designee" sh...
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Related to Employee Trust

  • Guarantee Trustee; Eligibility (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

  • Guarantee Trustee 10 Section 4.1. Guarantee Trustee: Eligibility.................................10 Section 4.2. Appointment, Removal and Resignation of Guarantee Trustee......11

  • The Guarantee Trustee; Eligibility (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation or national association organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or Person authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least Fifty Million U.S. Dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation or national association publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 3.1(a)(ii), the combined capital and surplus of such corporation or national association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 3.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set forth in Section 3.2(c). (c) If the Guarantee Trustee has or shall acquire any "conflicting interest' within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee shall either eliminate such interest or resign to the extent and in the manner provided by, and subject to, this Guarantee.

  • Preferred Guarantee Trustee; Eligibility (a) There shall at all times be a Preferred Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Preferred Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c). (c) If the Preferred Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

  • TEACHER EMPLOYMENT 8.1. The Board agrees to employ only those teachers who hold at least a bachelors degree from an accredited college or university and are certifiable by the New Hampshire State Department of Education. This provision shall not apply in the instance where the availability of personnel is critical and an appropriate waiver is granted by the New Hampshire State Department of Education. 8.2 Teachers shall not be assigned outside the scope of their teacher certification and major or minor field of study except temporarily and for good cause. 8.3 For purposes of this Agreement, the period of service shall not be more than one hundred eighty-nine (189) days, including a maximum of 180 teaching days. Non- teaching days will include at least the following: Pre-School Year Faculty Meetings 1 Parent-Teacher Conferences 2 Teacher In-Service 3 Teacher Planning Days 2 Professional Development Day 1 Total Contract Days 9 The agenda for the Teacher Planning Days will be set by the teaching staff in each building, and shall be used for teachers to plan curriculum and/or curriculum development only. The Teacher Planning Days will be scheduled either immediately prior to the first day of school, during the school year, and/or after the last day of school, but no later than June 30. The Professional Development Day shall be scheduled in the fall and devoted to any activity that furthers the individual teacher’s Professional Growth Plan. Parent- Teacher Conferences will be scheduled to accommodate and meet the needs of parents. Two (2) weeks notice will be given for make-up days. Teachers new to the District may be required to report one extra day. 8.4 Teachers employed by the District will be given an individual contract (See Appendix C-1 and C-2 attached hereto) each year of their employment. The contract will include teaching assignment, years of service, continuing contract status and annual salary. Continuing contract status will be issued according to NH RSA 189:14-a. The notice of employment shall require that teachers certify they hold a valid New Hampshire certificate, license, or permit to teach. The Board agrees to reimburse for half of the State mandated recertification fee. The individual contract shall be subject to and consistent with the terms and conditions of this Agreement. 8.5 The workday shall begin for those teachers who have assigned duties at a time consistent with the individual schedules of each building. Those teachers who do not have duties before the start of the school day shall be required to report twenty (20) minutes prior to the first scheduled homeroom or class in their building each day. The workday for teachers will end at such time as necessary to carry out their professional duties including, but not limited to, faculty meetings, conferences with parents or students, extra help, open house, or conferences with administrators as required. Such meetings shall be of reasonable duration with end of day faculty meetings being no more than one (1) hour. Otherwise, the teacher workday shall end ten (10) minutes after the last period or class in their building each day, except for those teachers who have assigned duties consistent with the individual schedule of each building. In-service activities or workshops that are required of teachers by administrators will be conducted during the time regular classes are scheduled. Nurses shall not be assigned duties, such as bus duty or recess duty, before, during or after the school day. School counselors may be excused from such duties with the approval of the building administration. 8.6 The Board will make every effort to provide a thirty (30) minute duty-free uninterrupted lunch period. In the event that a thirty minute lunch is not available for all teachers, a committee made up of three teachers appointed by the Association and three persons appointed by the Board shall study the situation and issue a report with recommendations as to how the thirty minute lunch period might be implemented for all teachers prior to the next annual District meeting. However, in no instance shall it be less than twenty (20) minutes. When a thirty (30) minute time period is not scheduled, teachers of self-contained classrooms will be provided a fifteen (15) minute relief period each day. 8.7 The administration will make every effort to provide at least 3.5 hours per week as preparation time for teachers in grades Pre-K – 8. 8.8 Teachers will be notified of their employment status and teaching assignments on or before April 15th, and will return their contract signed, no later than May 1st; however, a teacher’s request for extension of the May 1 deadline may be granted for extenuating circumstances at the Superintendent’s discretion. In the event a teacher rejects a reassignment, the teacher shall be employed to fill any open position which may then be available, provided the Superintendent recommends to the Board that the teacher is qualified and certifiable. A teacher's refusal to accept the reassignment, or any open position which then may be available shall constitute a termination of contract without prejudice. Any change in assignment after April 15th shall be considered an involuntary transfer and shall be effected only for cause. 8.9 When involuntary transfers are effected for a necessary reduction in a school's staff allocation due to reduced student enrollments or the closing and/or consolidation of a building, resignations or leaves of absence, said transfers will be made on the basis of years of service in the District; that teachers in the affected building possessing the least amount of service and applicable certification being transferred first. Such transfer due to resignation or leave of absence shall be for a period not to exceed one (1) year. 8.10 Teachers actively engaged in credited coursework and/or matriculated in degree programs, should give notice by November 1 of their intent to pursue a salary lane change in the following year. All paperwork and formal grade documentation must be filed with the Superintendent’s office by August 1 in order for the salary adjustment to take effect for the upcoming contract year. Time requirements specified in this section may be extended by mutual agreement. 8.11 The Board agrees to submit to the Association for its consideration, suggestions for the school calendar on or before January fifteenth (15th) of the preceding year. The Board reserves the right to establish the school calendar and to make appropriate changes at any time.

  • Summer Employment 5.10.1 Summer employment is defined as temporary employment of employees during their non-contract days between the end of one school year and the beginning of the next school year in classifications covered by this agreement. 5.10.2 All terms and conditions of this agreement shall be in force throughout any period of "summer employment" except for any deviations specifically addressed in thissection. 5.10.3 Employees who wish to be employed in summer employment must apply for a position(s) advertised on the district's employment website as temporary summer positions become available. 5.10.4 Employees shall be eligible for summer employment according to the employee's classification, district wide seniority, training, experience, and skills and the needs of the district.

  • REMIC Administrator: Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

  • Retiree Medical Benefits If Executive is or would become fifty-five (55) or older and Executive's age and service equal sixty-five (65) and Executive has at least five (5) years of service with the Company within two (2) years of Change in Control, Executive is eligible for retiree medical benefits (as such are determined immediately prior to Change in Control). Executive is eligible to commence receiving such retiree medical benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control.

  • The Trust World Omni acknowledges and agrees that (a) WOAR will, pursuant to the Sale and Servicing Agreement, sell the Receivables to the Trust and assign its rights under this Agreement to the Trust and (b) the Trust will, pursuant to the Indenture, grant the Receivables and its rights under this Agreement and the Sale and Servicing Agreement to the Indenture Trustee on behalf of the Noteholders. World Omni hereby consents to all such sales and assignments and agrees that the Trust or, if pursuant to the Indenture, the Indenture Trustee, may exercise the rights of WOAR and enforce the obligations of World Omni hereunder directly and without the consent of WOAR.

  • The Owner Trustee’s Compensation Compensation for all services rendered by Wilmington Trust under this Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid to Wilmington Trust pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), in accordance with the terms of an applicable fee letter. Wilmington Trust shall, upon its request and in accordance with an applicable fee letter, be reimbursed pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), for all reasonable expenses, disbursements and advances incurred or made by Wilmington Trust in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as Wilmington Trust may employ in connection with the exercise, enforcement and performance of its rights and its duties hereunder or amendments or modifications hereto, including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense that may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid in full from Available Funds pursuant to Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (whether by application of the limitation set forth in Section 4.4(a) of the Sale and Servicing Agreement or otherwise), on or before the Payment Date following the end of the Collection Period that includes the 30th day after the request therefor, such fees and reasonable expenses shall be paid by the Servicer pursuant to Section 3.11 of the Sale and Servicing Agreement (without regard to such limitation). The provisions of this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee.

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