Common use of Employment Related Agreements Clause in Contracts

Employment Related Agreements. Except as set forth in Section 4.14(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to (i) any agreement with any current or former stockholder, director, officer, employee, consultant, contractor, subcontractor or agent of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, compensation or benefit guarantee; or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, officer or employee; (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code, without regard to Section 280G(b)(4); or (iii) any agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has provided to Parent the information necessary to calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which the Company or Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Section 4.14(h) of the Company Disclosure Schedule is a complete list of all persons covered by the Key Executive Severance Plan and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of the Company Disclosure Schedule also includes a copy of the Company’s form of letter agreement pursuant to the Key Executive Severance Plan. All letter agreements for participants in the Key Executive Severance Plan are in the form attached as Section 4.14(h) of the Company Disclosure Schedule and utilize the calculation for “Lump Sum Cash Payment” (as defined in such form of letter agreement) and provide benefits as specified in such form of letter agreement. Section 4.14(h) of the Company Disclosure Schedule lists all Company Persons with a compensation guarantee, the amount of such payment, the date(s) on which it is due, and any milestones / requirements applicable to such compensation guarantees. The Company has, prior to the date hereof, made available to Parent a complete and accurate copy of all of the Contracts referred to in Section 4.14(h) of the Company Disclosure Schedule.

Employment Related Agreements. Except as set forth in Section 4.14(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to (i) any agreement with any current or former stockholder, director, officer, employee, consultant, contractor, subcontractor or agent of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, compensation or benefit guarantee; or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, officer or employeeemployee (except as may be required by COBRA); (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code, without regard to Section 280G(b)(4); or (iii) any agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The With respect to any agreement, plan or arrangement identified in Section 4.14(h)(ii) or (iii), the Company has provided to Parent the information necessary to calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which if the Company or Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Except for severance obligations imposed by applicable Law, Section 4.14(h) of the Company Disclosure Schedule is sets forth a complete list of all persons covered by the Key Executive Severance Plan and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of documents or other instruments under which the Company Disclosure Schedule also includes a copy or any of the Company’s form of letter agreement its Subsidiaries is obligated to make severance payments, whether pursuant to the Key Executive Severance an Employee Benefit Plan. All letter agreements for participants in the Key Executive Severance Plan are in the form attached as Section 4.14(h) of the Company Disclosure Schedule and utilize the calculation for “Lump Sum Cash Payment” (as defined in such form of letter agreement) and provide benefits as specified in such form of letter agreement, Contract, or otherwise. Section 4.14(h) of the Company Disclosure Schedule lists all documents or other instruments under which any Company Persons with Person is entitled to a compensation guarantee, the amount of such payment, the date(s) on which it is due, and any milestones / requirements applicable to such compensation guarantees. The Company has, prior to the date hereof, made available to Parent a complete and accurate copy of all of the Contracts Employee Benefit Plans, Contracts, documents and other instruments referred to in Section 4.14(h) of the Company Disclosure Schedule.

Employment Related Agreements. Except as set forth in Section 4.14(h4.13(h) of the Company Disclosure ScheduleSchedule separately for each item in this section, neither the Company nor any of its Subsidiaries is a party to (i) any agreement with any current or former stockholder, director, officer, employee, consultant, contractor, subcontractor or agent of the Company or any of its Subsidiaries (A) the benefits of which are contingent, in whole or in part, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, compensation or benefit guarantee; guarantee or (C) providing severance benefits, welfare benefits or other benefits after the termination of employment of such stockholder, director, officer or employee; employee (except as may be required by COBRA), (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, may receive payments from the Company or any of its Subsidiaries that may will be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code, without regard to Section 280G(b)(4); ) or (iii) any material agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be materially increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The With respect to any agreement, plan or arrangement identified pursuant to Section 4.13(h)(ii) or (iii), the Company has provided to Parent (A) the information necessary to calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which if the Company or Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Section 4.14(hAgreement and (B) of the Company Disclosure Schedule is a complete list of all persons covered by the Key Executive Severance Plan and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of the Company Disclosure Schedule also includes a copy of the Company’s form of letter agreement pursuant to the Key Executive Severance Plan. All letter agreements for participants in the Key Executive Severance Plan are in the form attached as Section 4.14(h) of the Company Disclosure Schedule and utilize the calculation for “Lump Sum Cash Payment” (as defined in such form of letter agreement) and provide benefits as specified in such form of letter agreement. Section 4.14(h) of the Company Disclosure Schedule lists all Company Persons with a compensation guarantee, the amount of such payment, the date(s) on which it is due, and any milestones / requirements applicable to such compensation guaranteesexcise tax. The Company has, prior to the date hereof, has made available to Parent a complete and accurate copy of all of the Contracts Employee Benefit Plans, Contracts, documents and other instruments referred to in Section 4.14(h4.13(h) of the Company Disclosure Schedule.

Employment Related Agreements. Except as set forth in Section 4.14(h4.13(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) any agreement with any current or former stockholderstockholders, director, officer, employee, consultant, contractor, subcontractor executive officer or agent other key employee of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, employment or compensation or benefit guarantee; guarantee or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, executive officer or key employee; (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, person may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “'s "parachute payment” " under Section 280G of the Code, without regard to Section 280G(b)(4); or (iii) any agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has provided to the Parent the information necessary to accurately calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which the Company or the Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Section 4.14(h) of the Company Disclosure Schedule is a complete list of all persons covered by the Key Executive Severance Plan and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of the Company Disclosure Schedule also includes a copy of the Company’s form of letter agreement pursuant to the Key Executive Severance Plan. All letter agreements for participants in the Key Executive Severance Plan are in the form attached as Section 4.14(h) of the Company Disclosure Schedule and utilize the calculation for “Lump Sum Cash Payment” (as defined in such form of letter agreement) and provide benefits as specified in such form of letter agreement. Section 4.14(h) of the Company Disclosure Schedule lists all Company Persons with a compensation guarantee, the amount of such payment, the date(s) on which it is due, and any milestones / requirements applicable to such compensation guarantees. The Company has, prior to the date hereof, made available to Parent a complete and accurate copy of all of the Contracts referred to in Section 4.14(h) of the Company Disclosure Schedule.

Employment Related Agreements. Except as set forth in Section 4.14(h----------------------------- 4.13(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) any agreement with any current or former stockholderstockholders, director, officer, employee, consultant, contractor, subcontractor executive officer or agent other key employee of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, employment or compensation or benefit guarantee; guarantee or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, executive officer or key employee; (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, person may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “'s "parachute payment” " under Section 280G of the Code, without regard to Section 280G(b)(4); or (iii) any agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has provided to the Parent the information necessary to accurately calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which the Company or the Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Section 4.14(h) of the Company Disclosure Schedule is a complete list of all persons covered by the Key Executive Severance Plan and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of the Company Disclosure Schedule also includes a copy of the Company’s form of letter agreement pursuant to the Key Executive Severance Plan. All letter agreements for participants in the Key Executive Severance Plan are in the form attached as Section 4.14(h) of the Company Disclosure Schedule and utilize the calculation for “Lump Sum Cash Payment” (as defined in such form of letter agreement) and provide benefits as specified in such form of letter agreement. Section 4.14(h) of the Company Disclosure Schedule lists all Company Persons with a compensation guarantee, the amount of such payment, the date(s) on which it is due, and any milestones / requirements applicable to such compensation guarantees. The Company has, prior to the date hereof, made available to Parent a complete and accurate copy of all of the Contracts referred to in Section 4.14(h) of the Company Disclosure Schedule.

Employment Related Agreements. Except as set forth in Section 4.14(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to (i) any agreement with any current or former stockholder, director, officer, employee, consultant, contractor, subcontractor stockholder or agent of the Company or any of its Subsidiaries Person (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, compensation or benefit guarantee; or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, officer or employeeindividual (except as may be required by COBRA); (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such personindividual’s “parachute payment” under Section 280G of the Code, without regard to Section 280G(b)(4); or (iii) any agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has provided to Parent the information necessary to calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which the Company or Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Except for severance obligations imposed by applicable Law, Section 4.14(h) of the Company Disclosure Schedule is sets forth a complete list of all persons covered by individuals to whom the Key Executive Severance Plan Company or any of its Subsidiaries is obligated to make severance payments, whether pursuant to an Employee Benefit Plan, Contract or otherwise, together with the name of the documents or other instruments under which such payments are made, the monthly amounts payable, and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of the Company Disclosure Schedule also includes a copy expiration of the Company’s form of letter agreement pursuant to the Key Executive Severance Plan. All letter agreements for participants or Subsidiaries’ payment obligations in the Key Executive Severance Plan are in the form attached as Section 4.14(h) of the Company Disclosure Schedule and utilize the calculation for “Lump Sum Cash Payment” (as defined in such form of letter agreement) and provide benefits as specified in such form of letter agreementconnection therewith. Section 4.14(h) of the Company Disclosure Schedule lists all Company Persons with a compensation guarantee, the amount of such guaranteed payment, the date(s) on which it is due, and any milestones / milestones/requirements applicable to such compensation guarantees. The Company has, prior to the date hereof, made available to Parent a complete and accurate copy of all of the Contracts referred to in Section 4.14(h) of the Company Disclosure Schedule.