Employees, Compensation and Benefits Sample Clauses

Employees, Compensation and Benefits. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, all employees of the Company who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) will be provided with base salary, incentive compensation opportunities and employee benefits (excluding equity, equity-based and long-term incentive opportunities) that are no less favorable in the aggregate than that provided by the Company and immediately prior to the Effective Time. Parent agrees that the acquisition of shares of Company Common Stock by Acquisition Sub pursuant to the Offer shall be deemed a “change in control” and/or “change of control” for all purposes under each of the Company Employee Plans and Company Employee Agreements. (b) If Parent elects not to maintain the Surviving Corporation’s health, vacation or 401(k) plans after the Effective Time, then, subject to any Legal Requirements: (i) all Continuing Employees shall be eligible to participate in Parent’s health, vacation and 401(k) plans, to substantially the same extent as similarly situated employees of Parent; and (ii) for purposes of determining a Continuing Employee’s eligibility to participate in such plans, such Continuing Employee shall receive credit under such plans for his or her years of continuous service with the Company prior to the Effective Time. Each such Continuing Employee will receive credit for purposes of eligibility to participate, level of benefits, vesting and vacation, sick and personal time off (but not for purposes of benefit accrual) under such plan, program or policy for years of service with the Company, provided that such credit does not result in a duplication of benefits, compensation, incentive or otherwise. Parent shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under Parent’s employee benefit plans in which Continuing Employees are eligible to participate after the Effective Time to be waived with respect to such Continuing Employees and their eligible dependents, and shall provide Continuing Employees and their eligible dependents with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year in which the Effective Time occurs for the purposes of satisfying any applicab...
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Employees, Compensation and Benefits. For all services rendered by Employee during his employment hereunder, the Employer shall compensate Employee as follows:
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Employees, Compensation and Benefits. Subject to this Agreement and as more fully set forth hereinbelow, during the Employment Term, the Employee shall be treated in the same manner as, and be entitled to such benefits and other perquisites and terms and conditions of employment no less favorable than, Senior Managers of the Company at a similar level and with comparable responsibilities. Employee shall receive no additional compensation for serving as a member of the Board of Directors of the Company or as an officer or director of any subsidiary or affiliate.
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Employees, Compensation and Benefits. At the Closing, Seller will provide Purchaser with Exhibit "H", which shall be attached hereto and incorporated herein by reference, and which shall set forth the names of certain employees of Seller actively involved in the business of Seller that Purchaser has identified prior to Closing as being individuals Purchaser may desire to employ, their position with the Seller, their date of hire, and their rate of compensation and the amount of any accrued vacation pay as of the Closing Date. Except as set forth in Exhibit "H," there will be no other fringe benefits or other forms of compensation paid to any such employee of Seller except the fringe benefits described in Seller's "New Employee Folder" and certain sales bonus and commission plans which have been disclosed to Purchaser. Except as set forth in Exhibit "H,", Seller will have no agreement or understanding with any employees identified by Purchaser, either explicit or implicit, which, in Seller's reasonable judgment, would influence any such person not to become associated with Purchaser from and after the time of Closing or from serving Purchaser in a capacity similar to the capacity presently held. Seller shall reasonably cooperate with Purchaser in its efforts to hire such employees and encourage the individuals which shall be identified by Purchaser to accept employment with Purchaser, to the extent that Seller is reasonably able to do so, prior to the Closing of this transaction, it being understood by the parties hereto that Purchaser has no obligation and has made no commitment to hire any of Seller's employees. Purchaser shall make any such offer of employment to any such employee, upon such terms and conditions, including starting date, as Purchaser may deem appropriate, it being acknowledged that the foregoing does not in any way constitute an employment agreement or an agreement either to employ any of such employees, or to employ them for any specific period of time or other than on an "at will" basis.
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Employees, Compensation and Benefits. Schedule 3.11 to the Shareholder's Disclosure Letter is a list of all bonus, incentive, compensation, disability pension, profit sharing, group insurance or employee welfare plans of any nature whatsoever (collectively, the "Plans"); and all employment contracts and all other contracts, agreements or commitments to or with individual employees or agents extending for a period of more than thirty (30) days from the date thereof or providing for earlier termination only upon the payment of a penalty, severance pay or an equivalent thereof. (a) Except as set forth on Schedule 3.11(a) to the Shareholder's Disclosure Letter, there are no written employment agreements in effect between the Corporation and any of its employees and no collective bargaining agreements covering any such employees. The Corporation's employees are not members of a collective bargaining group and, to the best of Trust B's knowledge and belief, no union organizing activities are in process or contemplated. The only pension, profit sharing or other retirement plans, whether or not qualified, in effect by the Corporation are the deferred compensation plans of James T. Bauer and Anthony W. Reibel (more fully described xx Xxxxxxxxxx 3.11[x] xxxxx), xxx Xorporation's 401(k) Plan, qualified profit sharing plan and officer's non-qualified profit sharing bonus plan, a true and complete copy of each of which have been provided to the Purchaser. The Corporation does not contribute or have any obligation to make any payments or contributions to a multi-employer plan, as that term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Corporation does not have any actual or potential liability under Section 4201 of ERISA for any complete or partial withdrawal from a multi-employer plan. (b) The Corporation is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours of employees, and there is no labor strike, dispute, slowdown or representation campaign or work-stoppage pending or threatened with respect to employees of the Corporation, nor has the Corporation experienced any of the foregoing within the preceding three (3) years. (c) There is not, to the best of Trust B's knowledge, any pending or threatened, unfair labor practice complaint against the Corporation pending before any relevant authority or union representation petition respecting the ...
Sample 1
Employees, Compensation and Benefits. Schedule 3.11 to the Shareholder's Disclosure Letter is a list of all bonus, incentive, compensation, disability pension, profit sharing, group insurance or employee welfare plans of any nature whatsoever (collectively, the "Plans"); and all employment contracts and all other contracts, agreements or commitments to or with individual employees or agents extending for a period of more than thirty (30) days from the date thereof or providing for earlier termination only upon the payment of a penalty, severance pay or an equivalent thereof. a. There are no written employment agreements in effect between the Corporation and any of its employees and no collective bargaining agreements covering any such employees. The Corporation's employees are not members of a collective bargaining group and no union organizing activities are in process or contemplated. The only pension, profit sharing or other retirement plan, whether or not qualified, in effect by the Corporation is the Corporation's 401(k) Plan, a true and complete copy of this has been provided to the Purchaser. The Corporation does not contribute or have any obligation to make any payments or contributions to a multi-employer plan, as that term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Corporation does not have any actual or potential liability under Section 4201 of ERISA for any complete or partial withdrawal from a multi-employer plan. b. The Corporation is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours of employees, and there is no labor strike, dispute, slowdown or representation campaign or work-stoppage pending or threatened with respect to employees of the Corporation, nor has the Corporation experienced any of the foregoing within the preceding three (3) years. c. There is not any, pending or threatened, any unfair labor practice complaint against the Corporation pending before any relevant authority or union representation petition respecting the employees of the Corporation. The Shareholder shall be fully responsible for and shall indemnify and hold the Purchaser and the Corporation harmless from any and all losses, damages, claims, costs, and expenses (including attorney and accountant fees) with respect to any such complaints. d. The Plans comply in all respects with the requirements of all applicable laws. There are no actions, ...
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Employees, Compensation and Benefits. Schedule 3.17 sets forth a list of the name, years of service, position, state of employment, employment term, rate of compensation, vacation or other paid time-off accrued, and any incentive compensation arrangements, bonuses or commissions or fringe or other benefits, of each person who is primarily employed in or providing services to the Security Solutions unit in any capacity (whether as an employer, officer, director, independent contractor or otherwise).
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Employees, Compensation and Benefits. Except as otherwise provided in this Agreement and as more fully set forth hereinbelow, the Employee shall be treated in the same manner as and be entitled to such benefits and other perquisites and terms and conditions of employment as other Senior Managers of the Company at a similar level and with comparable responsibilities.
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Employees, Compensation and Benefits 
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Related to Employees, Compensation and Benefits

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

  • Compensation and Benefits (a) For all services rendered by Employee the Company shall pay Employee during the term of this Agreement an annual salary (“Base Salary”) as set forth herein, payable semi-monthly in arrears. Employee’s initial Base Salary shall be $350,000.00. During the term of this Agreement, the amount of Employee’s Base Salary shall be subject to periodic reviews and adjustments as determined by the Company in its sole discretion. (b) The Employee shall be eligible to receive an annual performance-based cash bonus in respect of each calendar year, beginning with the 2015 calendar year, to the extent earned based on the achievement of personal and financial performance objectives established by the Company’s Board of Directors no later than 45 days after the commencement of the relevant bonus period. The target annual bonus that the Employee may earn is equal to 30 percent (30%) of the Employee’s Base Salary at the rate in effect at the end of the relevant calendar year, pro-rated to properly reflect any partial year of employment. If applicable performance goals are not attained at least at the minimum level, no annual performance bonus is payable. The amount of such annual bonus awarded for a calendar year shall be determined by the Board or a committee thereof after the end of the calendar year to which such bonus relates, and shall be paid to the Employee when annual bonuses are paid to other senior executives of the Company generally, but in no event later than April 30 of the calendar year following the year for which the bonus is earned. To be eligible for any such annual bonus under this Section 3(b), the Employee must be actively employed by the Company at the time the Company pays bonuses for the relevant year. (c) The Company shall pay to the Employee a lump sum sign-on bonus in the amount of $70,000, less all applicable withholdings, no later than 15 days after the Employee’s employment commencement date. (d) The Company shall provide Employee, during the term of this Agreement, with the benefits of such insurance plans, hospitalization plans and other employee fringe benefit plans as shall be generally provided to employees of the Company and for which Employee may be eligible under the terms and conditions thereof. Nothing herein contained shall require the Company to adopt or maintain any such employee benefit plans. (e) During the term of this Agreement, except as otherwise provided in Section 5(b), Employee shall be entitled to sick leave and annual vacation consistent with the Company’s customary paid time off policies. (f) During the term of this Agreement, the Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in connection with the business of the Company and in the performance of his duties under this Agreement to the extent consistent with applicable Company policy in effect from time to time and upon presentation to the Company of an itemized accounting of such expenses with reasonable supporting data. (g) In consideration of the Employee’s entering into this Agreement and as an inducement to join the Company, the Employee shall be granted under the Company’s option incentive plan as in effect from time to time (the “Option Plan”), a stock option to purchase 600,000 shares of the Company’s common stock (the “Option”), subject to approval of the Board of Directors. The exercise price per share of the Option shall be the fair market value of the Company’s common stock (as determined by the Board of Directors) on the Option grant date. Subject to terms of the Option Plan and the Option award agreement, twenty-five percent (25%) of the shares subject to the Option shall vest on the first anniversary of Employee’s employment start date which is anticipated to be February 4, 2015, and 1/48th of the shares subject to the Option shall vest monthly thereafter so that one hundred percent (100%) of the shares subject to the Option are vested on the fourth anniversary of the employment start date, so long as the Employee remains employed at each such vesting date. Notwithstanding the foregoing vesting schedule, upon the effective date of a Change in Control (as defined in Section 5(g)), fifty percent (50%) of the shares subject to the Option which are not then vested will automatically become vested so long as the Employee remains employed on the effective date of such Change in Control. In the event of any conflict or ambiguity between this Agreement and the Option Plan or the Option award agreement, the Option Plan and the Option award agreement shall govern.

  • Other Compensation and Benefits Except as may be provided under this Agreement, any benefits to which Executive may be entitled through the date of Executive’s termination pursuant to the plans, policies and arrangements referred to in Section 4(d) shall be determined and paid in accordance with the terms of such plans, policies and arrangements, and except as otherwise provided by this Agreement, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination or resignation.

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits:

  • Salary and Benefits (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.

  • Vacation and Benefits The Executive is entitled to four (4) weeks of vacation, which will accrue on a pro-rata basis during the employment year, in addition to all public holidays when the office is closed. Executive will be eligible to participate in all employee benefit plans established by the Company for its employees from time to time, subject to general eligibility and participation provisions set forth in such plans. In accordance with Company policies from time to time and subject to proper documentation, the Company will reimburse you for all reasonable and proper travel and business expenses incurred by you in the performance of your duties.

  • Base Salary and Benefits (a) During the Employment Period, the Company shall pay Executive an annual base salary of $535,600 (the “Base Salary”). As used herein, references to “Base Salary” shall include all subsequent increases in annual base salary during the Employment Period. The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices (as in effect from time to time). (b) In addition to the Base Salary, during the Employment Period, Executive will be eligible to earn an annual bonus under a bonus plan to be established by the Company, payable in accordance with the Company’s customary practices, as determined by the Board, in its sole discretion based upon the Company’s achievement of budgetary and other objectives set by the Board; provided that, in determining the amount of the annual bonus, if any, to be paid to Executive, the Board shall, in determining whether the Company has achieved the budgetary and other goals set by the Board, disregard any payments by the Company and its subsidiaries to Onex (as defined below) and affiliates. (c) During the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executives of the Company and its subsidiaries are generally eligible. Without duplication of any employee benefits provided to all senior executives of the Company and its subsidiaries, the Company shall reimburse Executive for the annual premium cost of $1 million of term life insurance coverage purchased by Executive on his life, up to a maximum of Eleven Thousand Dollars ($11,000) per year. (d) During the Employment Period, the Company shall (without duplication of any employee benefits provided to Executive pursuant to other provisions of this Agreement) reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (e) All amounts payable or otherwise provided to Executive pursuant to this Agreement shall be subject to all applicable withholding and deduction obligations.

  • REMUNERATION AND BENEFITS 3.1 Manitoba shall pay to Employee as remuneration for her services, within the Executive Assistant to the Minister (EXM) classification, a basic annual salary of $58,271 payable in equal bi-weekly installments of $2,233.73, at the accepted regular Manitoba Civil Service pay periods, pro-rated where necessary for any shorter period. 3.2 Manitoba shall make: (a) all deductions required in respect of Income Tax, Canada Pension Plan, Employment Insurance; and (b) any other deductions required to be made from payments to Employee, whether in accordance with any applicable laws or statutes, or otherwise; and (c) any deductions requested by Employee and agreed to by Manitoba. 3.3 The remuneration to Employee shall be adjusted at such times as salary adjustments are made in the salary range of excluded employees in the employ of Manitoba. 3.4 Employee shall be considered as an employee for purposes of The Civil Service Superannuation Act. 3.5 Employee is entitled to participate fully in the group benefit programs that have been or may be established for the employees of Manitoba including its programs relating to group insurance, long-term disability, and health benefits programs, comparable to those provided to civil servants. Employee will be eligible to participate in the group benefit programs after the waiting periods established by Manitoba. The waiting periods commence on the effective date as per section 1.1. 3.6 Employee, with the approval of Manitoba, is eligible to receive other benefits normally granted to employees employed by Manitoba.

  • Accrued Compensation On any termination of the Executive’s employment with the Company Group, the Executive will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to the Executive under any Company-provided plans, policies, and arrangements.

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