Executive's Put Right. Executive has the right but not the obligation to sell his vested Restricted Membership Interest (or shares exchanged by such Interest) back to the Company only in the following circumstances:

Executive's Put Right. Certain capitalized terms used in this Section 4(g) are defined in clause (xi) below.

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.

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.

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.

Executive's Put Right. (a) Except as provided in Section 17(a)(vi), beginning on the Termination Date and continuing for a period of thirty days following the Executive's termination of employment with the Company for any reason other than a termination of employment by the Company for Cause or a resignation by the Executive without Good Reason (including, without limitation, as a result of the Executive or the Company giving the other party hereto a notice of non-renewal), the Executive, or his representative, will have the right (the "Put Right") to require the Company to repurchase all, but not less than all, Restricted Shares and vested Options then held by the Executive as follows:

Related to Executive's Put Right

Executive’s Release In consideration of the promises and agreements set forth in the Change of Control Agreement, Executive does hereby for himself/herself and for his/her heirs, executors, successors and assigns, release and forever discharge the Company, its parents, subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their respective officers, directors, shareholders, management, representatives, agents, employees, successors, assigns, and attorneys, both known and unknown, in both their personal and agency capacities (collectively, “the Company Entities”) of and from any and all claims, demands, damages, actions or causes of action, suits, claims, charges, complaints, contracts, whether oral or written, express or implied and promises, at law or in equity, of whatsoever kind or nature, including but not limited to any alleged violation of any state or federal anti-discrimination statutes or regulations, including but not limited to Title VII of The Civil Rights Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney's fees, back pay, holiday pay, vacation pay, bonus, group insurance, any claims for reinstatement, all employee benefits and claims for money, out of pocket expenses, and any claims for emotional distress, degradation or humiliation, that Executive might now have or may subsequently have, whether known or unknown, suspected or unsuspected, by reason of any matter or thing, arising out of or in any way connected with, directly or indirectly, any acts or omissions of the Company or any of its directors, officers, shareholders, employees and/or agents arising out of Executive's employment and termination from employment that have occurred prior to and including the Effective Date of this Release, except those matters specifically set forth herein and except for (i) any pension or retirement benefits that may have vested on Executive's behalf and (ii) any claim Executive may have with respect to the Severance Benefits or the Change of Control Agreement.
Executives Covenants The Executive hereby agrees to the following:
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.
Executive’s Interest The Executive shall have the right to designate the beneficiary of the death proceeds. The Executive shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Executive, the Executive’s transferee or the Executive’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.
Executive’s Compensation The Company agrees to compensate the Executive as follows:
Executive’s Death or Disability The Executive’s employment shall terminate immediately upon his death or, upon written notice as set forth below, his Disability. As used in this Agreement, Disability shall mean such physical or mental impairment as would render the Executive eligible to receive benefits under the long-term disability insurance policy or plan then made available by the Company Group to the Executive. If the Employment Period is terminated by reason of the Executive’s Disability, either party shall give thirty (30) days’ advance written notice to that effect to the other.
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.
Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

Executive's Put Right Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Executive's Put Right