INDEPENDENT ATTORNEY REVIEW Sample Clauses

INDEPENDENT ATTORNEY REVIEW. You have the right to have an independent attorney review this agreement before you sign it. By executing this agreement, you acknowledge and agree that you have been given a reasonable opportunity to have an independent attorney review this document and have executed this document only after having done so, or, only after reviewing this agreement carefully and then intentionally waiving your right to do so.
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INDEPENDENT ATTORNEY REVIEW. You are advised to consult with an independent attorney of your choice to review and advise you with respect to this Retirement Agreement, including the attached Release. To accept this Retirement Agreement, please date, sign, and return it to the Company’s General Counsel. (An extra copy for your file is provided). On behalf of the Company and its board of directors. I would like to thank you for your many years of devoted service to the Company, and I wish you and your family well in your retirement. CENTRAL PACIFIC FINANCIAL CORP. By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Chief Executive Officer Dated: 2/14/06 /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Employee: Kanda, Xxxx X. Job Title / Department: President & Chief Operating Officer Hire Date: October 16, 1989 Last Working Day: March 31, 2006 Years of Service at Termination: 16.5 Current Annual Salary: $ 299,300.00 Current Monthly Salary: $ 24,941.67 In addition to the payment of normal final pro-rated salary, Xx. Xxxxx will receive the following: Three (3) Years of Current Salary: $ 897,900.00 Three (3) Years of Target Bonus (50% of Salary): $ 448,950.00 Pro-rated (3 months) 2006 Target Bonus: $ 37,412.50 Payment in Lieu of Profit Sharing $ 29,930.00 Total $ 1,414,192.50 * subject to tax withholding Current Salary 4/1/06 to 9/15/06: 11 Pay Periods $ 137,179.17 Accrued Bonus During 4/1/06 to 9/15/06: 11 Pay Periods $ 68,589.58 Waialae Country Club ($195 monthly dues) & one time initiation fee $ 46,752.50 Mid Pacific Country Club Monthly dues and quarterly food and beverage charges. ($380 monthly dues + $7.50 locker fee) + ($375 for 2 full quarters for food and beverage). $ 15,568.75 Accrued Vacation as of 1/24/06 (plus period 4/1/06 to 9/15/06) 15 days carried over for 2005 plus 18.33 days for 2006 plus 3 floating holidays equals 36.33 days $ 38,367.96 Auto Allowance from 4/1/06 to 9/15/06: 5.5 months $ 3,850.00 Cellular Phone Allowance to Replace TREO from 4/1/06 to 9/15/06 at a rate of $125 a month: 5.5 months $ 687.50 Total $ 310,995.46 * subject to tax withholding Cash value of performance shares granted under LTIP for 2005 and 2006 based on CPF performing at target $ 89,399.73 50% of cash value of performance shares that could have been earned In 2007 based on CPF performing at target $ 54,135.54 Cash value of SARs granted under LTIP for 2005 and 2006 based on CPF performing at target $ 32,371.12 Total $ 175,906.39 * subject to tax withholding LTIP RATIONALE

Related to INDEPENDENT ATTORNEY REVIEW

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Independent Analysis Each Party hereby confirms that its decision to execute this Agreement has been based upon its independent assessment of documents and information available to it, as it has deemed appropriate.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Independent Advice Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, except as set forth in this Agreement, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

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