Executive Agreements. None of the executive officers of the Borrower is subject to any agreement in favor of anyone, other than Borrower, which limits or restricts that person’s right to engage in the type of business activity conducted or proposed to be conducted by such Borrower or to use therein any property or confidential information or which grants to anyone other than the Borrower any rights in any inventions or other ideas susceptible to legal protection developed or conceived by any such officer.
Executive Agreements. In exchange for the severance benefits set forth in Sections 1(a)-(c) and Sections 2(a)-(c) and the inducement award set forth in Section 3, Executive agrees as follows:
Executive Agreements. The Company shall use commercially reasonable efforts to cause each executive officer of the Company listed on Exhibit 7.02
(i) to enter into an employment or consulting agreement, a non-competition agreement and a separation agreement and general release (collective, the “Executive Agreements”), in each case in substantially the form attached as Exhibit 7.02(i) hereto for the applicable executive officer, and the Company shall use commercially reasonable efforts to cause each such executive officer to terminate as of the Effective Time all other employment or other compensation arrangements or agreements except to the extent specifically preserved in the Executive Agreement for such executive officer.
Executive Agreements. Xxxxx X. Xxxxxx, Xxxx X. Xxxx, and Xxxxxxx X. Xxxx, and Chemical shall, prior to the execution of this Plan of Merger, execute the agreements in the forms attached as Exhibits A, B, and C, respectively (collectively, the "Retention and Transition Agreements"). Chemical shall fully honor the obligations of O.A.K. under the existing Management Continuity Agreements for Xxxxxxx X. Xxxx, Xxxxx X. Xxxx and Xxxxxxx X. Xxx (the "Management Continuity Agreements"). If Chemical is at any time required to cease paying or to reduce salary or other benefits required by the Retention and Transition Agreements or the Management Continuity Agreements (a "Benefit Reduction") by virtue of 12 C.F.R. Part 359 or any similar regulatory requirement (a "Regulation"), Chemical will use its commercially reasonable efforts to obtain approval of the appropriate federal banking agencies (the "Agencies") to permit Chemical to make all such payments and to provide all such benefits as are required by the Retention and Transition Agreements and the Management Continuity Agreements to the maximum extent permitted by the Regulation and the Agencies. If any such Benefit Reduction is not fully restored within 60 days of the commencement of such Benefit Reduction, each individual executive shall have the option, which must be exercised not later than 90 days after the commencement of the Benefit Reduction, to either (i) terminate all obligations regarding non-competition with Chemical or any Chemical Subsidiary and forfeit any future payments under the applicable Retention and Transition Agreement or Management Continuity Agreement, or (ii) comply with the obligations regarding non-competition with Chemical or any Chemical Subsidiary and require Chemical, at such time as Chemical is no longer precluded by Regulation from making payments or providing benefits as required by the applicable Retention and Transition Agreement or Management Continuity Agreement, to thereupon resume making all such payments and benefits and make the individual executive whole for any payments or obligations not satisfied to the date thereof. This Section is for the benefit of each person who is a party to such agreements and shall be enforceable by each such person.
Executive Agreements. As of the consummation of the Offer, Parent shall cause the Surviving Company to honor in accordance with their terms all employment, severance, change of control, and other compensation agreements and arrangements disclosed in Section 3.11 or 6.6(e) of the Company Disclosure Schedule (each an "Executive Agreement"). Parent and the Company hereby agree that the consummation of the Offer by the Company's stockholders shall constitute a "Change in Control" (or words of similar effect) for purposes of any Executive Agreement and all other Employee Plans, pursuant to the terms of such plan.
Executive Agreements. Each of the Executive Agreements with the individuals set forth on Exhibit C-2 hereto shall be and remain in full force and effect as of the Closing Date (other than due to the death or disability of any such individual).
Executive Agreements. Old National shall, and shall cause each of its subsidiaries to, cooperate with St. Jxxxxx in taking all actions necessary or appropriate to complete, on or before the Closing Date but effective at the Effective Time, the transactions contemplated by the Executive Agreements.
Executive Agreements. The Executive Agreements are in full force and effect. There has been no breach of, or default (or an event which with notice or lapse of time or both would become a default) under the Executive Agreements which would give to others any right of termination, amendment, acceleration or cancellation of the Executive Agreements.
Executive Agreements. In exchange for Executive’s employment with the Company, including the compensation set forth in this Agreement, Executive agrees as follows:
Executive Agreements. In exchange for the payments and benefits promised to Executive in this Agreement, Executive agrees as follows:
