Management Retention Plan Sample Clauses

Management Retention Plan. The Company shall have provided to Parent satisfactory evidence that the management retention plan of the Company effective as of April 30, 2003, as amended, and all other obligations to pay bonuses to Company employees as a result of a change of control (other than as set forth in Schedule 7.3(i)) shall have been terminated and that no employees of Company have any further rights thereunder.
Sample 1Sample 2
AutoNDA by SimpleDocs
Management Retention Plan. The adoption by the Credit Parties of the Management Retention Plan summarized by the description attached hereto as Exhibit I and the incurrence and payment of obligations thereunder by the Credit Parties; provided, that the waiver provided in this Section 3(d) shall be effective with respect to any specified transaction by the Credit Parties to the extent that such transaction does not conflict with or cause a default or violation under the Credit Agreement, as amended by the Second Amendment.
Sample 1
Management Retention Plan. Pursuant to the PhaseRx, Inc. Management Retention Plan dated December 2, 2011, as amended on December 10, 2012 (the “Retention Plan”) and Consultant’s Participation Agreement dated January 26, 2012 (the “Participation Agreement”), Consultant shall continue to be a Participant (as defined in the Retention Plan) under the Retention Plan during the period he is providing consulting services pursuant to this Agreement. For the avoidance of doubt, nothing in this Agreement shall be deemed to modify the Retention Plan or Participation Agreement.
Sample 1
Management Retention Plan. Pursuant to and in accordance with Section 3.9 of the Forbearance Agreement, the Banks executing this Amendment hereby ratify the Administrative Agent's approval of the management retention plan which has been adopted by Parent's board of directors (the "Management Retention Plan"), the terms, conditions and provisions of which are summarized on Schedule 1 attached hereto and made a part hereof by this reference. For purposes of administering the Management Retention Plan with respect to the director-level employees, Parent or Borrower has determined to either (i) establish and fund a trust, in which the director-level employees shall be the beneficiaries, in a minimum amount of $841,380.00 and a maximum amount of $1,028,734.00 (the "Management Retention Funds"), or (ii) deposit the Management Retention Funds into an escrow account. Parent and Borrower have advised the Banks that the terms of the trust documents or escrow arrangement shall require that the Management Retention Funds be used solely to pay the obligations under the Management Retention Plan and shall contain such other terms and conditions as determined by Parent, subject to the reasonable approval of the Administrative Agent. The Management Retention Funds consist of (a) the director-level management retention bonuses totaling $841,380.00 (which are listed by director-level position on Schedule 1), and (b) at Borrower's option, the amount of up to $187,354.00 in the aggregate for retention bonuses for supplemental positions (that is, bonuses for director-level employees who are not specified on Schedule 1) for Borrower's United States and European based employees. Upon the establishment of the trust or escrow for the Management Retention Funds as described above, the Banks hereby agree that their security interest in and lien on the Management Retention Funds shall be junior solely to the rights of the director-level employees (and not to any senior-level management) under the Management Retention Plan in the Management Retention Funds. It is expressly understood that the agreement by the Banks set forth in the immediately preceding sentence applies solely and exclusively to the Management Retention Funds and not to any other assets or property. In the event that the provisions of Schedule 1 (and Exhibit A to Schedule 1) conflict with the provisions of this Section 2.3, then the provisions of this Section 2.3 shall control.
Sample 1
Management Retention Plan. Purchaser shall pay an amount equal to 10% of the Adjusted Purchase Price (the "Retention Bonus") less the Escrow Amount withheld from the Retention Bonuses to the Company's payroll account for distribution to certain of the Company's employees (the "Plan Participants") pursuant to the Company's Management Retention Plan. A list of the proposed Plan Participants and the allocation of the Retention Bonus shall be provided by the Company to Purchaser at least five (5) business days prior to the Closing Date. Immediately upon receipt of the funds for the Retention Bonus, the Company shall pay each Plan Participant their respective portion of the Retention Bonus (less amounts necessary to pay all applicable withholding and payroll taxes and other deductions required by law and less any amounts withheld for the Escrow).
Sample 1
Management Retention Plan. Other than payment of the Retention Bonus, the Management Retention Plan shall be terminated and of no further force and effect.
Sample 1
Management Retention Plan. Purchaser or Sub, as applicable, shall have delivered to the Company evidence satisfactory to the Company that funds have been provided to pay the Retention Bonus (less any amounts to be withheld for the Escrow).
Sample 1
AutoNDA by SimpleDocs

Related to Management Retention Plan

  • Transition Plan 1. A transition plan is a detailed description of the process of transferring enrollees from non-participating providers to the Health Plan's behavioral health care provider network to ensure optimal continuity of care. The transition plan shall include, but not be limited to, a timeline for transferring enrollees, description of provider clinical record transfers, scheduling of appointments, and proposed prescription drug protocols and claims approval for existing providers during the transition period. The Health Plan shall document its efforts relating to the transition plan in the enrollee’s clinical records.

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

  • Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.

  • Long-term Incentive Compensation Programs During the Employment Period, the Executive shall participate in all long-term incentive compensation programs (including, without limitation, programs providing for the grant of stock options and other equity-based awards) for key executives at a level that is commensurate with the Executive's participation in such plans immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to the Executive or other similarly situated officers at any time thereafter.

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Long-Term Incentive Program During the Term, the Employee shall participate in all long-term incentive plans and programs of the Group that are applicable to its senior executives in accordance with their terms and in a manner consistent with his position with the Company.

  • 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.

  • Long-Term Incentive Programs The Executive shall be eligible to participate in the Company's long-term incentive compensation programs (including stock options and stock grants).

  • Long Term Incentive Plan The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve.

  • Compensation Plan As compensation for the Executive's services under this Agreement, Executive shall be entitled to receive during his employment the base salary and fringe benefits in accordance with this Section 3 and in accordance with the compensation plan fixed for each fiscal year of the Company, commencing with the current fiscal year, and bonuses in accordance with Section 4 and stock options in accordance with Section 5.

Time is Money Join Law Insider Premium to draft better contracts faster.