Executive's Put Right Sample Clauses

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interest) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as defined in Section 5(d)(1-4) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effect. (2) Gaming Holdings' IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to purchase the membership interest or shares within seven days of Executive's written notice of exercise of the Put, Executive shall have the right to require the Company (rather than gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.
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Executive's Put Right. Each year after the fifth (5th) anniversary of Executive’s continuous employment, the Executive shall have the right, but not the obligation, to sell up to 10% of the vested portion of his Total Unit Grant to the Company at the fair market value on the date of sale (“Put Right”), providing that the Put Right shall terminate if Executive is no longer employed by the Company. During each applicable year, Executive may exercise the Put Right once each year by giving the Company written notice after April 1 but prior to April 30 of his intent to exercise the Put Right. Fair market value shall be determined in good faith of the Board not later than May 30 following the date the Company receives the Executive’s notice of exercise. If Executive objects to such valuation, the Company shall obtain an appraisal from a third-party valuation firm mutually agreed on by the Company and Executive. The determination of fair market value by the valuation firm shall control. The cost of the appraisal shall be borne by the Company; provided, however, that if the appraised value is not more than 10% greater than the value initially determined by the Board, the cost of the appraisal shall be borne by Executive.
Sample 1
Executive's Put Right. In partial consideration of the Executive's noncompetition covenant pursuant to Section 8(b), the Company granted to the Executive 51,667 Executive Performance Options (the "Put Options") pursuant to the Xxxxxx Scientific International Inc. 1998 Equity and Incentive Plan as to which the Executive had the right (the "Put Right"), exercisable by delivery of a written notice to the Company, to require the Company to purchase the Put Options for an aggregate purchase price of $5,000,000 in cash (the "Put Price"). As a result of the Executive's exercise of the Put Right on January 1, 1999, the Company shall pay to the Executive or Permitted Transferee, as applicable, the Put Price plus interest thereon at a rate equal to the prime rate published by The Chase Manhattan Bank on the business day nearest to the date on which the Put Right was exercised, compounded daily, upon the first date on which the Executive is no longer a "covered employee" whose compensation is subject to the limitation on deductibility imposed by Section 162(m) of the Code. Interest shall accrue from the date of exercise until the date the Put Price is paid to the Executive or the Permitted Transferee, as applicable, and shall be paid to the Executive or the Permitted Transferee, as applicable, concurrently with the Put Price. For purposes of this Section 11, a "Permitted Transferee" is any heir, executor, administrator, testamentary trustee, legatee or beneficiary of the Executive or any party who is a legitimate transferee of the right to receive the Put Price in accordance with the instruments governing such transfer.
Sample 1
Executive's Put Right. In the event that (i) 50% of the Restricted Shares vest pursuant to Section 3.3(a) and (ii) there is a Termination of Service (including a Qualifying Termination of Service) that occurs on or after [the last day of the Period of Employment] Executive has the right to require the Company to repurchase the Restricted Shares that vested pursuant to Section 3.3(a), provided Executive makes a valid election to exercise this right (determined as provided below). The repurchase price of the shares will equal their fair market value, as reasonably determined by the Board, as of the date that Executive makes such valid election. If Executive objects to the Board's determination of fair market value for this purpose, the valuation process set forth in Section 3.13 shall be followed to determine the fair market value of the shares. Subject to Section 3.6, any payment by the Company to Executive under this paragraph will be made in a lump sum (without interest) as soon as practical following the determination of the purchase price for the shares to be repurchased. Executive's put right under this paragraph shall terminate if Executive breaches any of the provisions of Section 5 of the Amended Employment Agreement. Executive's election to exercise his put right under this paragraph shall be valid only if it is made in writing to the Company within twelve (12) months after the date of Executive's Termination of Service. Executive's put right provided for in this paragraph shall terminate, to the extent not exercised, immediately prior to an IPO.
Sample 1

Related to Executive's Put Right

  • Executive’s Release (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors and assigns, as well as each of their respective past, present and future officers, directors, shareholders, members, managers, employees, agents and representatives (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”). (b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the Executive has with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement. (c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.

  • Executives Covenants The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason or by reason of death, Disability or Retirement or (iv) the termination by the Company of the Executive's employment for any reason.

  • Executive’s Obligations The amounts described in Sections 3.00 and 5.00 of this Agreement are provided by the Company in exchange for (and have a value to the Company equivalent to) the Executive’s performance of the obligations described in this Agreement, including performance of the duties and the covenants made and entered into by and between the Executive and the Company in this Agreement.

  • Executive’s Release of the Company Executive understands that by agreeing to this Release, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release. (a) On behalf of Executive and Executive’s heirs and assigns, Executive hereby releases and forever discharges the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, divisions, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to Executive’s hire, employment, remuneration or resignation by the Releasees, or any of them, including Claims arising under federal, state, or local laws relating to employment, Claims of any kind that may be brought in any court or administrative agency, any Claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. (b) Notwithstanding the generality of the foregoing, Executive does not release the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA; (iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan; (v) Claims for indemnification under any indemnification agreement with the Company, the Company’s Bylaws, California Labor Code Section 2802 or any other applicable law; and (vi) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination; provided, however, that Executive does release Executive’s right to secure any damages for alleged discriminatory treatment. (c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following: (i) Executive has the right to consult with an attorney before signing this Release; (ii) Executive has been given at least [twenty-one (21) OR forty-five (45)] days to consider this Release; (iii) Executive has seven (7) days after signing this Release to revoke it, and Executive will not receive the severance benefits provided by that certain Employment Agreement between the Parties (the “Employment Agreement”) unless and until such seven (7) day period has expired. If Executive wishes to revoke this Release, Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. on the 7th day following Executive’s execution of this Release to [_________]. (d) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

  • Executive’s Interest The Executive shall have the right to designate the beneficiary of any remaining death proceeds of the Policy. The Executive shall also have the right to elect and change settlement options that may be permitted. Provided, however, the Executive, the Executive’s transferee or the Executive’s beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this section 2.2 upon the Executive’s Termination of Employment prior to Normal Retirement Age.

  • Executive’s Compensation The Company agrees to compensate the Executive as follows:

  • The Executive's Covenants The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good Reason or by reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive’s employment for any reason.

  • Executive’s Duties The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive's best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company's affiliated entities consistent with developing and maintaining a quality business operation. The Executive shall also devote all of Executive's working time, attention and energies to the performance of Executive's duties and responsibilities under this Agreement.

  • Termination of Executives Employment Termination of Executive's Employment means that (i) the Company has terminated Executive's employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3), or (ii) Executive, by written notice to the Company, has terminated his employment with the Company (including any subsidiary of the Company) for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" means:

  • Executive’s Right to Terminate Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:

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