Execution of Employment Agreements with Senior Management Sample Clauses

Execution of Employment Agreements with Senior Management. Prior to the filing of any Proxy Statement by the Purchaser, the Company will identify members of the senior management team and will execute an offer letter or other employment related agreement with each such senior management member as set forth on Schedule 8.6, in such form and terms as agreed upon by the Company, such persons and Purchaser.
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Execution of Employment Agreements with Senior Management. Target and Purchaser will identify members of Target’s senior management team and will execute an offer letter or other employment related agreement with each such senior management member as set forth on Schedule 8.8, in such form and terms as agreed upon by Target, such persons and Purchaser (such employees of Target, the “Continuing Employees”). (a) Purchaser shall, with respect to the Continuing Employees (i) during their employment until December 31, 2023, provide annual base salary or hourly wage rate (as applicable), and annual cash target bonus and incentive opportunity that are no less favorable in the aggregate than such employee’s base salary or hourly wage rate (as applicable) and annual cash target bonus opportunity immediately prior to the Closing, (ii) during their employment through December 31, 2023, and only to the extent that the Continuing Employees do not receive benefits through a professional employer organization, provide employee benefits (other than equity-based arrangements) to each Continuing Employee that are substantially similar in the aggregate to the employee benefits provided to similarly situated employees of Purchaser; (iii) give full credit for purposes of eligibility, vesting and the calculation of benefit accruals (other than for purposes of equity-based compensation) under any employee benefit plans or arrangements maintained by Purchaser or Target (collectively, the “Purchaser Plans”) for such Continuing Employees’ service with Target (or any predecessor entity) to the same extent recognized by Target, (iv) use commercially reasonable efforts to waive all limitations as to preexisting conditions, exclusions, waiting periods, actively at work requirements and evidence of insurability with respect to participation and coverage requirements applicable to the Continuing Employees under any Purchaser Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Closing Date, and (v) use commercially reasonable efforts to provide credit under any Purchaser Plan that is a welfare plan for any deductible expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized or credit given to the extent such recognition or credit would result in the duplication of benefits. (b) Nothing contained in this Section 8.7 shall (i) be treated as the establishment, an amendment or other modification of any ...
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Related to Execution of Employment Agreements with Senior Management

  • 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.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • 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.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Employment with Subsidiaries Employment with the Company for purposes of this Agreement shall include employment with any Subsidiary.

  • TERMINATION OF EMPLOYMENT CONTRACT This employment contract may be terminated by: A. Mutual agreement of the parties. B. The Facilities Manager may terminate this employment contract upon sixty (60) days written notice to the Board or the Superintendent, as the case may be.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

  • of the Employment Agreement Section 4.4.3 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

  • Agreement Not a Contract of Employment Neither the grant of the Restricted Stock Units, this Agreement nor any other action taken in connection herewith shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee is an employee of the Company or any subsidiary of the Company.

  • 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.

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