John X. Xxxxxxxxxx xxxl be entitled to purchase at the Effective Time, the life insurance policy held by CoBancorp on his life, in consideration for the payment of the then current cash surrender value of such insurance. CoBancorp may grant individual annual increases to the Senior Officer employees in accordance with past practices up to an aggregate amount of $50,000; and may pay bonuses to the eight executive employees, including Senior Officers, but only to the extent the aggregate of such bonuses does not exceed $200,000.
John X. Xxxer is an individual with business located at Box 000, 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 (XXCENSOR)
John X. Xxxxxxxxx ---------------------------------- John X. Xxxxxxxxx
John X. Xxxxxxxxx, Xxq., Secretary and Assistant General Counsel of Ford, or such counsel satisfactory to you in your reasonable judgment, shall have furnished to you his written opinion, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that:
John X. Xxxx, Xx. xxxt have entered into an employment agreement substantially in the form of Exhibit A.
John X. Xxxxx xx the legal and beneficial holder of the Smitx Xxxurities as set forth on Schedule A hereto next to his name. John X. Xxxxx xxx neither previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, his securities constituting all or a portion of the Smitx Xxxurities, nor, as of the date hereof, has entered into any agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, such securities.
John X. Xxxxxxx /s/ John X. Xxxxxxx ------------------- John X. Xxxxxxx, xndividually and as Trustee of (i) the John X. Xxxxxxx Xxxst dated April 9, 1976, (ii) the Allixxx Xxizxxxxx Xxxxxxx 0089 Trust, and (iii) the Kathxxxxx Xxxxx Xxxxxxx 0000 Trust Number 1
John X. Xxxxxxxx ----------------------------------- Name: John X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer FLEET BANK OF MASSACHUSETTS, N.A. By: Thomxx X. XxXxxxxx ----------------------------------- Name: Thomxx X. XxXxxxxx Title: Vice President
John X. Xxxxx Notwithstanding anything to the contrary contained in this Agreement, the following person(s) shall be deemed to be an LMC Stock Incentive Holder with respect to all AT&T Stock Incentives and LMG Stock Incentives held by such person(s): John Xxxxxx NOTICE IS HEREBY GIVEN that, subject to the terms and conditions set forth in this Notice of Redemption, pursuant to Section 5(a) of Article Third, Part B of the Amended and Restated Certificate of Incorporation (the "Charter") of AT&T Corp., a New York corporation ("AT&T"), AT&T has exercised its right to redeem all of the outstanding shares of Class A Liberty Media Group Common Stock, $1.00 par value ("Class A Liberty Stock"), and Class B Liberty Media Group Common Stock, $1.00 par value ("Class B Liberty Stock"), in exchange for shares of common stock of Liberty Media Corporation, a Delaware corporation and wholly owned subsidiary of AT&T ("Liberty") that is a member of AT&T's "Liberty Media Group." The redemption (the "Redemption") will be effected as of 9:00 a.m., New York City time, on August 10, 2001 (the "Redemption Date"). The Redemption, and this Notice of Redemption, are subject to conditions set forth in the accompanying prospectus, including the non-waivable condition that AT&T shall have obtained a private letter ruling with respect to the U.S. federal income tax consequences of the Redemption, in form and substance reasonably satisfactory to AT&T and Liberty (it being understood that the private letter ruling received by AT&T, dated April 10, 2001, is reasonably satisfactory to AT&T and Liberty for such purpose), which, as of the Redemption Date, shall not have been revoked in whole or in part nor modified in any manner, in each case materially adverse to AT&T, Liberty or the holders of Class A Liberty Stock and Class B Liberty Stock, and all transactions described in such ruling that are to be taken prior to the Redemption Date shall have been taken prior to, and be in effect as of, the Redemption. IF ANY CONDITION TO THE REDEMPTION SET FORTH IN THE PROSPECTUS IS NOT SATISFIED OR WAIVED (IF PERMISSIBLE) BY THE REDEMPTION DATE, AT&T WILL ISSUE A PRESS RELEASE TO THAT EFFECT AND THIS NOTICE SHALL AUTOMATICALLY BE DEEMED RESCINDED AND OF NO FURTHER FORCE OR EFFECT, AND ALL OUTSTANDING SHARES OF CLASS A LIBERTY STOCK AND CLASS B LIBERTY STOCK SHALL REMAIN OUTSTANDING AS IF THIS NOTICE OF REDEMPTION HAD NOT BEEN GIVEN. If the conditions to the Redemption and this Notice of Redemption are met, on...
