KERP Sample Clauses

KERP. Purchaser acknowledges that RMA Management Services, Inc. has implemented a Key Employee Retention Plan (as such shall be modified as described below, the "KERP") in order to provide certain employees with an incentive to remain committed to the business of the Seller Parties, both before and after the Closing. Each participant under the KERP (a "KERP Participant") has previously executed a letter agreement (individually, a "KERP Letter" and, collectively, the "KERP Letters") wherein such KERP Participant's benefits under the KERP are particularly described. Purchaser has previously been provided the forms of the KERP Letters in addition to a current listing (pursuant to Section 5.4 of the Seller Disclosure Letter) of the KERP Participants. For the benefit of the KERP Participants, Purchaser agrees and acknowledges that the KERP Letters shall be on the list of Assigned Contracts and Leases on Schedule 2.1(b) and Purchaser shall assume and discharge all liabilities (such liabilities to be Assumed Liabilities hereunder) arising under the KERP, irrespective of whether any particular KERP Participant is a Transferred Employee. Purchaser agrees that, prior to the Closing Date, RMA Management Services, Inc. shall execute and deliver a supplemental letter to each KERP Participant in order to effectuate a number of clarifications and modifications to the KERP and the KERP Letters, as follows: (i) first, the letter shall state that Purchaser agrees and acknowledges that the consummation of the transactions contemplated by this Agreement shall be deemed a "Sale" under the KERP Letters and shall therefore entitle the KERP Participants to receive the retention bonuses and, to the extent applicable, the health, welfare and severance benefits described in the KERP Letters and, in furtherance thereof, Purchaser shall assume and discharge all liabilities (such liabilities to be Assumed Liabilities hereunder) arising under the KERP irrespective of whether any particular KERP Participant is a Transferred Employee; (ii) second, the letter shall state that, after the Closing, any resignation of a KERP Participant as a result of such KERP Participant's refusal to relocate to a location that is either outside of a fifty (50) mile radius of, or more than a one-hour commute from, such KERP Participant's residential address shall, for purposes of the KERP Letters, be considered an involuntary termination without "Cause" (as defined in the KERP Letters); (iii) third, the letter sha...
Sample 1
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KERP. The Company has adopted a Key Employee Retention Program (“KERP”) which is intended to incentivize employees to remain employed by the Company for a defined period of time. The KERP is not set out in or evidenced by a written program document or instrument, but, rather, is provided to certain employees of the Company in the form of bonus retention agreements between the Company and those certain employees. Executive has been paid a bonus retention agreement that entitled Executive to a retention bonus amount (the “Retention Bonus”) as specified in the Second Amended and Restated Retention Bonus Agreement between the Company and Executive, dated as of the same date as the Amendment Date stated hereinabove (the “Retention Agreement”).
Sample 1
KERP. The Company has adopted a Key Employee Retention Program (“KERP”) which is intended to incentivize employees to remain employed by the Company for a defined period of time. The KERP is not set out in or evidenced by a written program document or instrument, but, rather, is provided to certain employees of the Company in the form of bonus retention agreements between the Company and those certain employees. Executive shall be provided a bonus retention agreement in the form set forth on Exhibit A attached hereto (the “Bonus Retention Agreement”) that will entitle Executive to a retention bonus amount (the “Retention Bonus”) as specified in the Bonus Retention Agreement. In the event the Company does not pay Executive the Retention Bonus in accordance with the terms of the Bonus Retention Agreement, the Company agrees to pay liquidated damages to Executive in an amount equal to the Retention Bonus.
Sample 1
KERP. Pursuant to the key employee retention program (KERP) granted to Executive in July of 2017, Executive shall receive $87,200 payable in five installments of $10,900 on July 31, 2017 (received), $10,900 on September 30, 2017, $10,900 on December 31, 2017, $10,900 on March 30, 2018 and $43,600 on March 30, 2019. Pursuant to the KERP granted to Executive, he shall also receive 45,223 shares of restricted stock with 22,611 shares vesting on March 31, 2018 and the other half 22,612 shares vesting on March 31, 2019 provided that Executive is an employee in good standing on each of the foregoing award dates, except that if Executive is terminated by Company without cause as defined in this Agreement, then all outstanding awards of stock and cash shall immediately vest and be payable by Company to Executive, as of the termination date, without further demand or action taken by Executive.
Sample 1
KERP. Pursuant to the key employee retention program (KERP) granted to Buzogany in July of 2017, Buzogany shall receive $100,800 payable in five installments of $12,600 on July 31, 2017 (received), $12,600 on September 30, 2017, $12,600 on December 31, 2017, $12,600 on March 30, 2018 and $50,400 on March 30, 2019. Pursuant to the KERP granted to Buzogany, he shall also receive 52,277 shares of restricted stock with 26,138 shares vesting on March 30, 2018 and the other half 26,139 shares vesting on March 30, 2019 provided that Buzogany is an employee in good standing on each of the foregoing award dates, except that if Buzogany is terminated by Company without cause as defined in this Agreement, then all outstanding awards of stock and cash shall immediately vest and be payable by Company to Buzogany, as of the termination date, without further demand or action taken by Buzogany. To the extent legally permissible, the Company agrees that no taxes will be paid by either party until the shares of restricted stock have vested and the Company agrees to gross up and be responsible for payment of all applicable taxes on the shares of restricted stock and distribute net shares in the quantities stated above to Buzogany.
Sample 1

Related to KERP

  • Severance Plans Trident shall cause Fountain to establish the Fountain Severance Plans, each effective as of the Fountain Distribution Date and each in substantially the same form(s) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain Employees and Former Fountain Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Severance Plans on the Fountain Distribution Date. After the Fountain Distribution Date: (i) Fountain shall be solely responsible for (x) the payment of all Liabilities under the Trident Severance Plans (as amended pursuant to the proviso above) or Fountain Severance Plans relating to Fountain Employees and Former Fountain Employees, (y) the management and administration of the Fountain Severance Plans and (z) the payment of all employer-related costs in establishing and maintaining the Fountain Severance Plans, and (ii) Trident shall retain sole responsibility for (w) all Liabilities under the Trident Severance Plans or Fountain Severance Plans relating to Trident Employees and Former Trident Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Severance Plans and (z) the payment of all employer-related costs in maintaining the Trident Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain shall be solely responsible for the adjudication of any claims filed by a Fountain Employee or Former Fountain Employee before, on or after the Fountain Distribution Date under a Trident Severance Plan. Notwithstanding the previous sentence, Trident shall be solely responsible for the adjudication of any claim filed by a Fountain Employee or Former Fountain Employee under a Trident Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, Trident’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if Trident’s response to such claim does not finally adjudicate the claim, Trident shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain for final adjudication.

  • Health Care Benefits (a) Each regular full-time employee may elect coverage for himself and his eligible dependents* under one of the following health insurance plans:

  • Retirees The Parties and the Crown agree to meet for the purpose of transitioning retirees currently in board-run benefits plans into a segregated plan administered by the OECTA ELHT via an amendment to the Trust Agreement, based on the following:

  • SERP Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “SERP”). The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified, unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the employment of Executive is terminated by the Employer or BB&T for Just Cause and except in the event Executive terminates Executive’s employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement:

  • Retiree Medical Benefits If Executive is or would become fifty-five (55) or older and Executive's age and service equal sixty-five (65) and Executive has at least five (5) years of service with the Company within two (2) years of Change in Control, Executive is eligible for retiree medical benefits (as such are determined immediately prior to Change in Control). Executive is eligible to commence receiving such retiree medical benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change in Control.

  • Retirement Plans In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRAs and XXXX individual retirement accounts (“XXX Plans”), 403(b) Plans and money purchase and profit sharing plans (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by a Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, JHSS shall provide the following administrative services:

  • Severance Plan The term “Severance Plan” shall mean the Assured Guaranty Ltd. Executive Severance Plan.

  • Health Benefits The method for determining the Employer bi-weekly contributions to the cost of employee health insurance programs under the Federal Employees Health Benefits Program (FEHBP) will be as follows:

  • Medical Benefits The Company shall reimburse the Employee for the cost of the Employee's group health, vision and dental plan coverage in effect until the end of the Termination Period. The Employee may use this payment, as well as any other payment made under this Section 6, for such continuation coverage or for any other purpose. To the extent the Employee pays the cost of such coverage, and the cost of such coverage is not deductible as a medical expense by the Employee, the Company shall "gross-up" the amount of such reimbursement for all taxes payable by the Employee on the amount of such reimbursement and the amount of such gross-up.

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