Inducement Payment. You hereby agree to exchange, discharge and settle your rights to any change in control severance pursuant to the Executive Agreement between you and the Company (such severance, the “CIC Severance”) for your rights with respect to the Inducement Payment (as defined in this Section A), subject to the terms and conditions set forth here. In order to provide you with a material inducement for the discharge and settlement of such rights to the CIC Severance, subject to your compliance with Sections D, F and G of this letter agreement, if you remain an active full-time employee of the Company, Xerox or any of their respective subsidiaries until the third anniversary of the Closing, you will receive a lump-sum cash payment in the amount set forth in the Offer Letter (such payment, the “Inducement Payment”) which corresponds to amounts due under the CIC Severance. Except as specifically provided in Section E of this letter agreement, you must be actively employed on the third anniversary of the Closing in order to be entitled to the Inducement Payment. The Inducement Payment will not be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.
Inducement Payment. 11.1 Xxxxx Xxxx undertakes to pay to Offeror the sum of £8,960,000 (eight million, nine hundred and sixty thousand pounds sterling) (or such lesser amount as would be required to ensure that: (a) the 1 per cent. limit on inducement payments in the Code is not exceeded; and (b) no approval of Xxxxx Xxxx’x shareholders is required under chapter 10.2.7 of the Listing Rules) (the Inducement Payment) by way of compensation for any loss or damage suffered by Offeror if: (i) the Announcement is released in accordance with clause 2.1; and (ii) after such Announcement, a Competing Proposal completes, becomes effective or is declared or becomes unconditional in all respects (an Inducement Payment Event).
11.2 Xxxxx Xxxx shall pay the Inducement Payment by no later than ten (10) Business Days after the date of the Inducement Payment Event which causes it to become payable pursuant to clause 11.1.
11.3 All sums payable under this clause 11 shall be paid in the form of an electronic funds transfer for same day value to such bank account as may be notified by Offeror in writing to Xxxxx Xxxx and shall be paid in full free from any deduction or withholding whatsoever (save only as may be required by Law) and without regard to any lien, right of set-off, counterclaim or otherwise. If any deduction or withholding is required by Law, Xxxxx Xxxx shall be entitled to make the deduction or withholding but shall not be required to pay any additional amount with respect thereto.
11.4 If the Inducement Payment is paid in accordance with this clause 11, except with respect to fraud, Offeror’s right to receive the Inducement Payment (plus any additional amounts in respect of VAT payable pursuant to clause 12) shall be the sole and exclusive remedy of Offeror or Bidco against Xxxxx Xxxx, its affiliates and its directors and officers for any and all losses and damages suffered in connection with this Agreement and the transactions contemplated herein and in no circumstance shall Xxxxx Xxxx be required to pay the Inducement Payment more than once or pay more than one Inducement Payment.
Inducement Payment. The Company shall pay the CSFB Entities the sum of Five Hundred Thousand Dollars ($500,000) on the Closing Date as an inducement by the Company to the CSFB Entities to exercise their conversion rights under the Equity Conversion Agreement. In addition, the Company shall pay or reimburse all reasonable out-of-pocket expenses incurred by the CSFB Entities, including attorneys' fees, in connection with the transactions contemplated by the Assignment Agreement or this Agreement.
Inducement Payment. In consideration for Your agreement to accept Your position with Acacia and to relinquish various positions that You currently hold with other organizations, Acacia shall pay to you a lump sum cash payment of $350,000, of which $150,000 has been paid to you prior to the date hereof and of which the remaining $200,000 shall be paid to you within 15 days of the Start Date. The payment described in the immediately preceding sentence will be subject to all appropriate federal and state withholding taxes in accordance with the normal payroll procedures of Acacia.
Inducement Payment. To induce Executive to remain in his position with the Company and to accept the responsibilities arising from the management of the Company following the Offer and the Merger, Parent or the Company will pay or cause to be paid to Executive on August 31, 1997, provided Executive is still employed by the Company on such date, an amount in cash equal to $817,000. If prior to August 31, 1997 the Company terminates the Executive's employment other than for Cause (as defined in the Separation Plan) or if Executive terminates his employment following any of the events specified in Section III.B of the Separation Plan, (a) Parent or the Company will pay or cause to be paid to Executive an amount in cash equal to $817,000 and (b) Executive shall be entitled to receive the benefits provided for in Section VI of the Separation Plan.
Inducement Payment. As an inducement for the Executive to enter into this Agreement and undertake the duties and responsibilities contemplated hereby, the Company shall pay to the Executive, promptly following the execution of this Agreement, a lump sum cash inducement payment in the amount of $70,833, less applicable withholding.
Inducement Payment. As soon as the following conditions have been ------------------ met:
(i) there exists no default by Tenant of any of its obligations hereunder, (ii) the Rent Commencement Date shall have occurred as provided herein and Tenant shall have timely made its first payment of Base Rent hereunder and shall have commenced occupying the Premises; and (iii) Tenant shall have delivered an Estoppel Certificate to Landlord and any mortgagee as contemplated under Section 9.5, and (iv) Tenant shall have furnished an affidavit in form and substance satisfactory to Landlord stating that all of the Tenant's Work theretofore completed has been paid for in full (subject to retainage of up to ten percent (10%) ("Retainage") and that any and all liens therefor that have been or may be filed have been satisfied of record or waived, then the Landlord shall pay to Tenant the sum of FIVE HUNDRED NINETY THOUSAND DOLLARS ($590,000.00) as an inducement to Tenant to enter into this Lease ("Landlord's Payment").
Inducement Payment. The Executive shall receive from the Company, within seven days following the approval by the Bankruptcy Court referred to in Section 18 hereof, a lump sum cash payment equal to $425,000 (the "Inducement Payment").
Inducement Payment. As an inducement to Executive continuing in the employment of the Company and waiving and releasing his rights under the 2008 Agreement, Kreido agrees to pay to Executive the gross sum of $252,875.00 less all applicable withholding and payable taxes and benefits, contributions or payments that are billed in arrears (the “Inducement Payment”). The Inducement Payment shall be paid in two or more installments, the first installment being in the gross amount equal to one-half of the Inducement Payment shall be paid no later than April 30, 2009. The balance of the Inducement Payment shall be paid when and as funds are available to the Company from the sale of remaining equipment but in all events the unpaid balance shall be due and payable on March 5, 2010. Executive acknowledges that the Company’s agreement to make the Inducement Payment is in consideration of the general release and other covenants set forth herein below, and such Inducement Payment is in full satisfaction of all amounts of Severance Pay, Earned Bonus and reimbursements, if applicable under Section 7.2 of the 2008 Agreement that would have been due and payable to Executive had Executive terminated his employment for Good Cause.
Inducement Payment. The Chairman shall receive from the Company, promptly following the approval referred to in Section 26 hereof (the "Court Approval"), (a) a lump sum cash payment equal to $2,500,000 (the "Inducement Payment"), plus (b) an additional payment (the "Gross-Up Payment") sufficient to cover applicable federal, state and local taxes payable by the Chairman with respect to the Inducement Payment and the Gross-Up Payment. The Chairman's right to retain the Inducement Payment shall be subject to the provisions of Section 9(b) hereof.
