Executive Payments Sample Clauses

Executive Payments. Section 5.11 of the Company Schedule sets forth (a) the percentage allocation to individual employees of Company of payments pursuant to the Bonus Plan (the "Bonus Payments"), (b) payments to be due all executives of Company in connection with the Merger or the termination of their employment at or prior to the Effective Time denoted as "Specified Payments" therein and (c) all other payments (the "Other Payments") to be due to all executives of Company in connection with the Merger or the termination of their employment at or prior to the Effective Time, other than payments for unreimbursed business expenses due and payable in the ordinary course of business of Company. Company will pay the Bonus Payments and the Other Payments in full immediately prior to the Effective Time. Parent will assume the obligation to pay the Specified Payments at the Effective Time and any amounts in excess thereof shall be deemed Other Payments.
Sample 1
AutoNDA by SimpleDocs
Executive Payments. All Executive Payments which are the obligation of the Shareholders or the Company are listed on Exhibit 5.5. To the extent that any Executive Payments are not made at or Prior to Closing, the Purchase Price shall nonetheless be reduced by such unpaid Executive Payment Amounts at Closing and the Company shall make such payments at its next regularly scheduled payroll following the Closing; provided, however, that such Executive Payments shall be deemed to have accrued prior to the Closing for accounting purposes.
Sample 1
Executive Payments. The Executive shall pay an amount of premium ------------------ equal to the amounts set forth in Schedule A calculated as the value ---------- of the economic benefit attributable to the life insurance protection provided to the Executive under the Agreement. The value of the economic benefit shall be calculated by using the lower of the P.S. 58 rates or the Insurer's lowest published yearly renewable term rate times the excess of the current death proceeds over the Company's total value of its share of the premium. The amount of premium will change as coverage changes. The Company shall remit that amount to the Insurer. The amount shall be paid by the Executive to the Company by payroll deductions of equal installments during the Policy Year or by a full reimbursement at the beginning of the Policy Year.
Sample 1
Executive Payments. One-half of the total of all Executive Payments shall have been paid by SCC Bank prior to the Closing Date, and one-half of the total of all Executive Payments shall remain unpaid as of the Closing Date.
Sample 1
Executive Payments. The fees of Xxxxxx Xxxxxxxx for tax services to the Executive will be paid by the Company to the extent that those fees, together with any other payments made to the Executive under the discretionary Executive Payments Scheme by the Company for 1996, do not exceed US $10,000 (excluding VAT).
Sample 1
Executive Payments. Schedule 6.5 hereto lists all stock option rights, stock appreciation rights, phantom stock rights, equity-based bonus rights or similar rights outstanding with respect to Waldorf Entities (collectively, the "Executive Rights"). On or prior to the Closing Date, Frey Xxxreholders shall cause Waldorf Entities to make all payments and to take all other actions necessary to satisfy and to terminate in full all of the Executive Rights. To the extent that the total amount of such payments exceeds Seven Million Four Hundred Fifteen Thousand Five Hundred Twelve Dollars and Sixty-Two Cents ($7,415,512.62), Frey Xxxreholders agree, jointly and severally, to (i) reimburse Purchaser for such excess amount (the "Excess Amount"), and the cash payment otherwise payable to Shareholders pursuant to Section 1.2 hereof shall be reduced by the Excess Amount and (ii) indemnify Purchaser, in the manner prescribed in and subject to the requirements of Section 10 hereof, from, against and in respect of any liability, costs and expenses arising from (aa) any failure to so satisfy and terminate in full the Executive Rights, (bb) any claim based on securities law violations including, without limitation, violations in connection with the Executive Rights or (cc) any claim based on the redemption of stock by the Waldorf Entities including, without limitation, the January, 1995 redemption of common stock disclosed in Schedule 4.4 (excluding payment of the promissory notes identified in Item 4.4.1).
Sample 1
Executive Payments. The Sellers shall cause any Executive Payments which are the obligation of the Companies or the Sellers to be paid by the Companies prior to Closing.
Sample 1
AutoNDA by SimpleDocs
Executive Payments. Parent shall pay or cause the Companies to pay all Executive Payments at or prior to the Closing.
Sample 1

Related to Executive Payments

  • Incentive Payments (i) Amount in the Event of a Termination Pursuant to Sections 7(a) or 7(c). In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Employee shall be offered the opportunity to receive Incentive Payments in a total amount equal to 0.500 times the sum of Employee’s most recent annual base salary and target bonus, payable in equal installments on the same pay schedule in effect at the time of termination over a period of twelve (12) months from the date of termination.

  • Severance Payments 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

  • Protective Payments If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

  • Compensation Other Than Severance Payments 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive's employment is terminated by the Company for Disability.

  • Severance Payment Executive will be paid continuing payments of severance pay at a rate equal to Executive’s base salary rate, as then in effect, for twelve (12) months from the date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies.

  • Severance Payments; Salary and Benefits The Company agrees to provide Executive with the severance payments and benefits described in Section 4(b) [and Section 4(c)] of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

  • Incentive Pay If the Termination Date is any day other than the last day of the plan year under the CIP, the Company shall pay to Executive an amount equal to a prorated portion of the award that would have been payable to Executive under the CIP for such plan year based on actual performance towards objectives, prorated based on the number of days of the plan year occurring through the Termination Date divided by 365. Any individual performance objectives applicable to Executive for the fiscal year shall be deemed to have been met at a level resulting in payout of 50% of the award amount allocated to such individual objectives. The payment shall be paid to Executive at the same time and in the same manner as CIP awards are paid to other executives of the Company pursuant to the CIP, but not later than 2 1/2 months following the end of the fiscal year in which the Termination Date occurs, provided that Executive has satisfied the conditions set forth in Section 12. Any separation pay that may become payable pursuant to this Section 10(c) is intended to be a short-term deferral not subject to the requirements of Section 409A of the Code.

  • Incentive Payment During the period of Executive's employment under this Agreement, the Executive shall be eligible to participate in an incentive compensation program implemented by the Board (the "Annual Incentive Bonus").

  • Severance Pay In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following:

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.