Executive Retention Agreements Sample Clauses

Executive Retention Agreements. The Company has entered into separate Executive Retention Agreements, each dated August 24, 1994 (the "Company Retention Agreements"), with Scotx X. Xxxxxxx xxx Newtxx X. Bxxxx (xxch a "Designated Employee"), which Company Retention Agreements are appended hereto as Exhibit 7.3. At Closing, Purchaser shall assume all obligations of the Company under the Company Retention Agreements, except as otherwise set forth in those certain Employment Agreements between Purchaser and each of the Designated Employees, and delivered pursuant to Section 10.1.10 hereof.
Sample 1
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Executive Retention Agreements. Seller hereby covenants and agrees to reimburse Buyer and Province for any and all payments made by Buyer or Province pursuant to the executive retention agreements described in Schedule 1.1(e) assumed by Buyer. All such reimbursment shall be made within three (3) business days of Seller's receipt of written notice from Buyer or Province of any such payments.
Sample 1
Executive Retention Agreements. As described in the Company's Proxy Statement attached hereto as Exhibit (e)(7), the Company entered into Employment Agreements and Executive Retention Agreements with each of Messrs. Xxxxxxxxx and Xxxxxx in April 2000. In addition, in fiscal year 2001, the Company also entered into Executive Retention Agreements with all of its other executive officers. These agreements provide for guaranteed severance payments equal to two times the annual compensation of the executive officers (base salary plus cash bonus award) and continuation of health and similar benefits for a two-year period upon termination of employment without cause within one year after a change of control of the Company. In addition, the Company has entered into related trust agreements to provide for payment of amounts under its non-qualified deferred compensation plans and the Executive Retention Agreements. Full funding is required in the event of a change of control. The Offer constitutes a change of control within the meaning of the Executive Retention Agreements for Messrs. Xxxxxxxxx and Xxxxxx, but does not constitute a change of control under the Executive Retention Agreements for other executive officers of the Company. Messrs. Xxxxxxxxx and Xxxxxx have agreed with Parent that they will voluntarily terminate the Executive Retention Agreement as of the consummation of the Offer; however, their Employment Agreements will remain in effect. Non-Competition Agreements. In connection with the Offer and Merger, Messrs. Xxxxxxxxx and Xxxxxx have agreed to enter into non-competition agreements with Parent whereby Messrs. Xxxxxxxxx and Xxxxxx will agree that for a period of two years following the Effective Time of the Merger, they will not engage in any business that is competitive with the Company. Messrs. Xxxxxxxxx and Xxxxxx will not receive any additional consideration for entering into these agreements, and the restrictions in these agreements will be in addition to, and not in lieu of, the continuing non-compete restrictions in their existing employment agreements.
Sample 1

Related to Executive Retention Agreements

  • Retention Agreements Mallinckrodt Enterprises LLC has entered into retention agreements with certain U.S. Transferred Employees. Buyers shall have no liability with respect to the payments required under such retention agreements.

  • 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.

  • Transition Agreement On the Closing Date, Seller and Buyer shall execute the Transition Services Agreement, attached as Exhibit F to this Agreement, in which Seller shall agree to provide transition services to Buyer with respect to the Assets.

  • Employment and Noncompetition Agreements The Employment and Noncompetition Agreements referred to in Sections 7.1 and 8.3, duly executed by the persons referred to in such Sections.

  • Employment and Non-Competition Agreements The employees of Target set forth on Schedule 5.17 shall have accepted employment with Acquiror and shall have entered into an Employment and Non-Competition Agreement substantially in the form attached hereto as Exhibits H-1, et. seq.

  • Severance Agreements In the event any Newco Group Employee is eligible for severance benefits on account of a termination of employment on or after the Effective Time, Newco shall require such employee, as a condition of receiving severance benefits, to agree in writing to a release of existing claims and confidentiality and non-solicitation provisions in favor of Newco, Vornado, and JBG, in a form substantially the same as Schedule 7.2(b); provided that for a Newco Group Employee who is subject to an individual employment or severance agreement or arrangement, the release of claims shall be as set forth in such individual employment or severance agreement or arrangement.

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

  • 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.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Noncompetition Agreement In consideration for this Agreement, the Executive will execute, concurrent with the execution of this Agreement, a noncompetition agreement with the Company; provided, however, that if the Executive has an existing noncompetition agreement with the Company, the Company, rather than entering into a new noncompetition agreement with the Executive, may instead, as a condition to entering into this agreement, require that the Executive acknowledge and affirm his continuing obligations under such existing noncompetition agreement and re-affirm his agreement to honor the obligations as set forth in that document.

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