IN CONTROL AGREEMENT Sample Clauses

IN CONTROL AGREEMENT. Waiver and Release I, S. Marce Fuller, understand that I xx xxxxxxxx to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Energy Resources, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Inco...
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IN CONTROL AGREEMENT. (2) The Executive's "adjusted salary" is the Executive's annualized regular monthly salary in effect on the date of the Termination Event as reportable on IRS Form W-2, adjusted by including and excluding the following items:
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IN CONTROL AGREEMENT. (3) The Company will make the COBRA premium payments until the earliest of the following events occurs:
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IN CONTROL AGREEMENT. (3) The deemed profit-sharing contributions will be determined by multiplying the Executive's deemed 401(k) Plan compensation under paragraph (1) above by:
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IN CONTROL AGREEMENT. (2) As part of this determination, the consultant will provide the Company and the Executive with a detailed analysis and supporting calculations of:
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IN CONTROL AGREEMENT. 9. UNSECURED
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IN CONTROL AGREEMENT. The parties acknowledge and agree that the provisions of this Agreement shall supersede any and all other agreements and rights that the Executive has under any employment or other agreements or arrangements between the Executive and the Company, whether in writing or otherwise, with respect to the matters set forth herein.
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IN CONTROL AGREEMENT. The COMPANY shall notify the TRUSTEE of its decision to make CHANGE-IN-CONTROL PAYMENTS directly prior to the time amounts are payable to the EXECUTIVE, in which event the CHANGE-IN-CONTROL PAYMENTS shall not be made from the TRUST to the EXECUTIVE, but instead will be made from the TRUST to the COMPANY, if and to the extent such payments were made directly by the COMPANY to the EXECUTIVE.
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IN CONTROL AGREEMENT. (Bygland)
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Related to IN CONTROL AGREEMENT

  • Control Agreement A control agreement (the “Custodian Control Agreement”), duly executed and delivered by the Borrower, the Administrative Agent and State Street Bank and Trust Company.

  • Control Agreements (i) Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account for such Grantor;

  • Account Control Agreement The provisions of Sections 8.02 and 8.05 are subject to the terms of the Account Control Agreement.

  • Account Control Agreements Account Control Agreements for all of Borrower’s deposit accounts and accounts holding securities duly executed by all of the parties thereto, in the forms provided by or reasonably acceptable to Lender.

  • Deposit Account Control Agreement control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien on such account.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

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