Key Employee Retention Sample Clauses

Key Employee Retention. Each of the individuals listed on Schedule 6.3(j) shall continue to be employed by the Company as of the Closing, except if such employment has terminated as the result of the death or Permanent Disability of such individual; provided, however, that this condition shall be deemed waived by Parent with respect to a particular individual named in Schedule 6.3(j) unless Parent gives the Company written notice of termination of the Agreement within thirty days after receipt of written notice from the Company that such individual has ceased to be employed by the Company for reasons other than death or Permanent Disability.
Sample 1
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Key Employee Retention. Certain key employees of CGC designated by LodgeNet will execute employment agreements and employee proprietary information and inventions agreements in form and substance mutually satisfactory to the parties. In addition, the parties hereto will mutually approve the terms of a key employee retention program.
Sample 1
Key Employee Retention. The EPCM Contractor shall pay the Owner the amount of $250,000 as liquidated damages for loss of the service and expertise for each of the five named Key Employees set forth in Schedule 5, that are removed from the Project without the Owner's prior written consent. The EPCM Contractor shall not be obligated to make any such payment in the event that the removal is the result of (i) the death, incapacity, resignation from employment by the EPCM Contractor or its Affiliates, or retirement of the employee; (ii) a good faith request by the employee for a humanitarian transfer; (iii) EPCM Contractor's exercise of its obligations under any applicable state or federal law, or EPCM Contractor's written internal personnel disciplinary procedures to terminate the employee; or (iv) otherwise outside of EPCM Contractor's control; provided that nothing herein shall prevent the EPCM Contractor from offering superior candidates for the Owner's consideration. The EPCM Contractor recognizes that Owner's damages as a result of the removal of any of the Key Employees from the Project in violation of the terms of this provision are difficult or impossible to ascertain as of the date hereof and therefore agrees to the foregoing as a reasonable measure of Owner's damages. The Owner and the EPCM Contractor agree that the foregoing shall be Owner's sole remedy upon the removal of any of the Key Employees from the Project. The EPCM Contractor shall employ reasonable methods to retain the Key Employees and its other employees on the Project, including maintaining competitive compensation and benefits, and subject to Owner's prior approval of any reasonable change in EPCM Contractor's compensation structure for the purposes stated herein, the Owner and the EPCM Contractor shall cause, by Change Order, such change to be reflected in Schedule 3. The foregoing obligation shall apply only if the Key Employees are continuously employed on the Project, and the EPCM Contractor is compensated for their services in accordance with Schedule 3.
Sample 1
Key Employee Retention. No more than 80% of the Key Employees shall have ceased to be employed by, or terminated their employment with, the Company or its Subsidiaries.
Sample 1
Key Employee Retention. Excluding any termination of employment by any Key Employee (x) as a result of death or disability of such Key Employee or (y) as a result of other extraordinary, unexpected events of no more than two (2) such Key Employees (neither of which may be a Key Employee listed on Schedule 7.2(e)), the Key Employee Offer Letters shall be in full force and effect. Excluding any termination of employment of any Key Employee (x) as a result of death or disability of such Key Employee or (y) as a result of other extraordinary, unexpected events of no more than two (2) such Key Employees (neither of which may be a Key Employee listed on Schedule 7.2(e)), none of the Key Employees (i) shall have ceased to be employed by, or taken any action to terminate their employment with Seller or the applicable Seller Affiliate, (ii) terminated or repudiated, their Key Employee Offer Letter or (iii) will be unable to commence employment under their Key Employee Offer Letter upon Closing.
Sample 1
Key Employee Retention. In the event the seven (7) individuals occupying the following positions with the Sellers as of the date of this Agreement (the "Key Employees") refuse to become employees of the Buyer on the Closing Date: (i) Xxxxx Xxxxxxx (Vice President of Conference Operations); (ii) Xxxxxxx Xxxxxxx (Exhibit Salesperson); (iii) Xxxxxx Xxxxxx (Registration Clerk); (iv) Xxxxx Xxxxxxxx (Registration Manager); (v) Xxxxx Xxxxxx (Speaker Coordinator), (vi) Xxx Xxxxxx (Speaker Coordinator); and (vii) Xxxxx Xxxx (Accountant), then Sellers shall retain such employees to work exclusively on the Business and Buyer shall reimburse Sellers in a timely manner for all actual payroll, payroll tax and benefit related expenses; provided, however that Sellers shall not increase the salary or benefits for any such Key Employees without the prior written consent of Buyer.
Sample 1
Key Employee Retention. Xxxxxxx X. Xxxxxx will enter into a three (3) year employment agreement with X-ceed, plus benefit and option plans, in substantially the form of Exhibit G attached hereto.
Sample 1
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Related to Key Employee Retention

  • Employee Removal At District’s request, Contractor shall immediately remove any Contractor employee from all District properties in cases where the District in its sole discretion determines that removal of that employee is in the District’s best interests.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

  • Employee Resignation (a) Unless otherwise agreed by the Employer and an Employee, an Employee other than a probationary Employee may resign at any time by giving a minimum of four weeks' written notice to the Employer. (b) In the event an Employee resigns and elects to leave before serving the required notice period, the balance of the notice period not served will not be paid out by the Employer.

  • Employee Relations Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company's or its subsidiaries' employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

  • Returning Employee Rights Employees returning from authorized leave without pay will be employed in the same position or in another position in the same job classification, as determined by the Employer, provided that such reemployment is not in conflict with other articles in this Agreement. The employee and the Employer may enter into a written agreement regarding return rights at the commencement of the leave.

  • Key Employee Key employee means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

  • Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement. (b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan. (c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever. (d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.

  • Employee Release 21.1 Employees with 5 years continuous service with the current employer may apply for a one-off continuous period of unpaid Employee Release for a period of three months up to a maximum of twelve months. Such application shall be considered on a case-by- case basis and granted at the discretion of the employer. All service related provisions/ benefits will be put on hold until resumption of normal duties. 21.2 The notification of the employee’s intent to return to normal duties will be the same as Clause 17.7 (Parental Leave). 21.3 Job protection provisions will be the same as in Clause 17.9.1 (Job Protection). 21.4 The provisions of this clause are separate from and in addition to normal unpaid leave provisions and it is acknowledged that employees may apply for unpaid leave at any time during their employment.

  • Long-Term Disability (Employee Paid Plans) a) All permanent Teachers shall participate in the long term disability plan (LTD Plan) as a condition of employment, subject to the terms of the LTD plan. b) The Board shall cooperate in the administration of the LTD Plan. It is understood that administration means that the Board will co-operate with the enrolment and deduction of premiums and provide available necessary data to the insurer, upon request. The Board will remit premiums collected to the carrier on behalf of the Teachers. c) Where the plan administrator implements changes in the terms and conditions of the LTD Plan or the selection of an insurance carrier, the Board shall, for administrative purposes, be advised of changes at least thirty (30) days prior to the date the changes are to be implemented.

  • Public Employees Retirement System “PERS”) Members.

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