Employment Agreements and Severance Agreements Sample Clauses

Employment Agreements and Severance Agreements. Parent shall cause the Company to honor without modification (except to the extent the same may be modified by mutual agreement between the parties and approved by the Purchaser) all employment agreements and severance agreements in effect prior to the date hereof between the Company and any employee of the Company, all of which, the Company hereby represents and warrants, have been disclosed in writing to Parent prior to the date hereof.
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Employment Agreements and Severance Agreements. (a) The Surviving Corporation shall assume the obligations under the Stone Employee Agreements and severance agreements to which Stone is a party or is otherwise subject, to the extent such agreements are listed on Section 4.11 or Section 6.1(g) of the Stone Disclosure Schedule. (b) To the extent service is relevant for purposes of eligibility, participation or vesting (but not the accrual of benefits) under any employee benefit plan, program or arrangement established or maintained by Wave in which Business Employees may participate, such Business Employees shall be credited for service accrued as of the Effective Time with Stone and its Subsidiaries to the extent such service was credited under a similar plan, program or arrangement of Stone. (c) For purposes of this Section 7.18, a “Business Employee” shall mean an individual who is employed by Stone prior to the Effective Time and who thereafter remains or becomes an employee of Wave or one of its Subsidiaries.
Employment Agreements and Severance Agreements. Newco will assume the obligations under the employment agreements and severance agreements to which Dynegy or Illinova is a party or is otherwise subject, to the extent such agreements are listed on Section 5.11(a) of the Dynegy Disclosure Schedule or Section 6.11(a) of the Illinova Disclosure Schedule.
Employment Agreements and Severance Agreements. Seagull shall assume the obligations under the employment agreements and severance agreements to which OEI is a party or is otherwise subject, to the extent such agreements are listed on Section 4.11 of the OEI Disclosure Schedule.
Employment Agreements and Severance Agreements. The Company and/or TNMP, as the case may be, shall have entered into an Employment Agreement with each of the first four individuals listed in Section 7.02 of the Parent Disclosure Letter, and with not less than one-half of the individuals listed under the caption "Designated Employees" therein, and Parent shall be reasonably satisfied, as of the Closing Date, that the aggregate cash amounts that could become payable (including tax indemnification payments in respect of income and/or excise taxes) to the individuals listed in Section 7.02 of the Parent Disclosure Letter under the Specified Compensation and Benefit Programs of the Company as a result of this Agreement, the negotiation thereof or the consummation of the Merger shall not exceed $4,428,000.
Employment Agreements and Severance Agreements. The Employment Agreement with Xxx Xxxx attached hereto as Exhibit D and the form of Severance Agreement attached hereto as Exhibit E, which the Company or Parent will enter into with each of Xxxxxx Xxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, Mixa Xxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxx in the event that the employment of any of them is terminated after the Closing. All documents delivered to the Company shall be in form and substance reasonably satisfactory to Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company.

Related to Employment Agreements and Severance Agreements

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Employment and Non-Competition Agreements The Employment and Non-Competition Agreements described in SECTION 6.2 hereof shall have been duly executed and delivered by all parties thereto and shall be in full force and effect.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • Amendments to Employment Agreement Effective as of the date hereof, the Employment Agreement shall be amended as provided in this Section 1.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Consulting Agreement Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

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