Employment and Compensation Matters Sample Clauses

Employment and Compensation Matters. 27 8.4 Press Releases......................................................................27 9.
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Employment and Compensation Matters. Prior to the Effective Date, the Company will have entered into employment agreements with each of Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx, the terms of which shall be satisfactory to the Representative, including a covenant not to compete for a period of two years after termination of employment. The Company agrees that for a period of three years from the Effective Date, all compensation and other arrangements between the Company and its officers, directors and affiliates shall be approved by the Compensation Committee of the Company's Board of Directors, a majority of the members of which shall have no affiliation or other relationship with the Company other than as directors.
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Employment and Compensation Matters. Prior to the Effective Date, the Company will have entered into an employment agreement with Xxxxx Xxxx, the terms of which shall be satisfactory to the Representative, including a covenant not to compete for a period of two years after termination of employment. The Company agrees that for a period of three years from the Effective Date, all compensation and other arrangements between the Company and its officers, directors and affiliates shall be approved by the Compensation Committee of the Company’s Board of Directors, a majority of the members of which shall have no affiliation or other relationship with the Company other than as directors.
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Employment and Compensation Matters. 77 6.16 Cash and Cash Equivalents Held by Other Companies . . . . . . . . . . . . . . . . . . . . 77 6.17 Management Companies and Management Contracts . . . . . . . . . . . . . . . . . . . . . . 78 6.18 Compliance with ERISA, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 6.19
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Employment and Compensation Matters. The Borrower shall not, and shall not permit any of the other Companies to, directly or indirectly, enter into any employment agreement, consulting agreement or other compensation arrangement with any officer, director or employee of the Borrower or of any of the other Companies, except for (i) agreements and arrangements terminable by the Company party thereto at will, and agreements and arrangements for a term, which, in either case must provide for not more than usual and customary compensation and employment benefits and (ii) that certain employment agreement between SLT and Mr. Xxxxx xxxcribed in the Reorganization Proxy Statement.
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Employment and Compensation Matters. (a) Each of the executive officers of the Company and its Subsidiaries (as defined in the Purchase Agreement) shall devote 100% of his or her professional time to the Company and such Subsidiaries, as applicable. All other professional activities shall require the approval of each member of the Board. (b) All current and future employees shall be employed by the Company (or the applicable subsidiary) “at will,” and any employment agreements or offer letters shall not include severance payment provisions unless approved by at least one of the Preferred Directors (as such term is defined in the Restated Certificate). (c) Unless otherwise approved by the Board, all grants of Common Stock of the Company and options to purchase Common Stock of the Company pursuant any stock option, stock issuance or incentive plan shall vest over four years, with 1/4th of the shares vesting after one year and 1/48th of the shares vesting each month thereafter, and, unless otherwise approved by the Board, the stock option agreements for such options shall contain a “double-trigger” acceleration provision, which provides for acceleration of a number of unvested shares equal to the number of vested shares under the option at the time the acceleration is triggered upon Involuntary Termination (as defined therein to exclude a diminution of duties Good Reason trigger) within twelve months of a Change in Control (as defined therein) of the Company. (d) Each current and future employee and consultant with access to Company confidential information or trade secrets shall enter into a Confidential Information and Invention Assignment Agreement in a form approved by the Board.
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Employment and Compensation Matters. Prior to the Effective Date, the Company will have entered into a three-year employment agreement with Matthew D. Rosen, including a covenanx xxx xx xxxxxxx for a period of two years after termination of employment, the terms of which shall be satisfactory to the Representative, and will have entered into a six-month employment agreement and five-year non-competition agreement with Marvin S. Rosen, the terms of which wxxx xx xxxxxxxxtory to the Representative. The Company agrees that for a period of three years from the Effective Date, all compensation and other arrangements between the Company and its officers, directors and affiliates shall be approved by the Compensation Committee of the Company's Board of Directors, a majority of the members of which shall have no affiliation or other relationship with the Company other than as directors.
Sample 1
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Employment and Compensation Matters. Prior to the Effective Date, the Company will have entered into a three-year employment agreements with such of the Company’s executives, including W. Xxxxxxx Xxxxxxxxxxx, including a covenant not to compete for a period of two years after termination of employment, the terms of which shall be satisfactory to the Underwriters. These agreements may include provisions for incentive options which will be issued under a company equity compensation plan and a bonus plan. The Company agrees that for a period of two years from the Effective Date, all compensation and other arrangements between the Company and its officers, directors and affiliates shall be approved by the Compensation Committee of the Company’s Board of Directors, a majority of the members of which shall have no affiliation or other relationship with the Company other than as directors.
Sample 1

Related to Employment and Compensation Matters

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • EMPLOYMENT TERM AND COMPENSATION A. The Board hereby employs the Employee for a salary of $6,769 per bi-weekly pay period ($175,997/Annualized), payable in installments less any legally authorized deductions as the D71, Director, Application Development. B. The term of this contract shall commence on 7/1/2024 and terminate on 6/30/2025. C. The Board shall designate eight and one-half (8.5) percent of Employee’s SURS-eligible earnings as the Board contribution on behalf of the Employee in satisfaction of the Employee's required contribution to the Illinois State Universities Retirement System. The purpose of this section is to allow such Board contribution for retirement to be tax sheltered after the qualifying period of time has been met and to the extent allowed by the appropriate statutes and regulations. Both parties acknowledge that the Employee did not have the option of choosing to receive the contributed amounts directly, instead of having such contributions paid by the Board to the State Retirement System, and that such contributions are made as a condition of employment to secure the Employee's future services, knowledge and experience.

  • Employment and Employee Benefits Matters (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, for the period commencing at the Effective Time and ending December 31, 2019, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) benefits that are at least as favorable as the benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company to the Current Employees as of immediately prior to the Effective Time to the extent set forth in Section 4.13(a) of the Company Disclosure Schedule. (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries, prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent, the Surviving Corporation, and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. Without limiting the generality of the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, co-insurance, deductibles, maximum out-of-pocket requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect of the plan year in which the Effective Time occurs; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. (c) No provision of this Agreement (i) prohibits Parent or the Surviving Corporation from amending or terminating any individual Company Plan or any other employee benefit plan, (ii) confers upon any director, Current Employee or service provider of the Company or any Subsidiary or Affiliate thereof any right to continue in the employ or service of the Surviving Corporation, Parent or any Subsidiary or any Affiliate thereof for any period of time, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Parent or any Subsidiary or Affiliate thereof to discharge or terminate the services of any director, employee or individual service provider of the Company or any Subsidiary or Affiliate thereof at any time for any reason whatsoever, with or without cause, or (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan. No Current Employee or any other individual employed by, or providing services to, the Company or its Subsidiaries has any third-party beneficiary or other rights with respect to this Agreement.

  • 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.

  • Complaints and Compensation If you have a complaint of any kind, please be sure to let us know. We will do our utmost to resolve the issue. You can put your complaint in writing to us at:

  • Employment Compensation Schedule 3.16 contains a true and correct list of all employees to whom Company is paying compensation, including bonuses and incentives, at an annual rate in excess of Fifteen Thousand Dollars ($15,000) for services rendered or otherwise; and in the case of salaried employees such list identifies the current annual rate of compensation for each employee and in the case of hourly or commission employees identifies certain reasonable ranges of rates and the number of employees falling within each such range.

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which the Company or an affiliate of the Company may from time to time make available to the Employee, the Employee shall be entitled to the following during the Employment Term: (a) the standard Company benefits enjoyed by the Company’s other top executives as a group; (b) medical and other insurance coverage (for the Employee and any covered dependents) provided by the Company to its other top executives as a group; (c) supplemental disability insurance sufficient to provide two-thirds of the Employee’s pre-disability Annual Base Salary; (d) an annual incentive bonus opportunity under the Company’s annual incentive plan (“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee (“Annual Bonus”). The Employee’s target Annual Bonus under the Annual Bonus Plan shall be no less than 150% of the Employee’s Annual Base Salary (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). The Employee’s Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Committee. The Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein or the Board determines otherwise, no Annual Bonus shall be paid to the Employee unless the Employee is employed by the Company, or an affiliate thereof, on the Annual Bonus payment date; and (e) participation in the Company’s equity incentive plans.

  • Services and Compensation Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Severance Compensation In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

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