NONCOMPETITION PAYMENT. In consideration of Stockholder's obligations described herein, concurrent with the Effective Time (as defined in the Reorganization Agreement) of the Merger, the Company shall pay to Stockholder the amount of $1,150,000.
NONCOMPETITION PAYMENT. If Employee’s employment with the Company is terminated, other than by (i) the Company for Cause, or (ii) pursuant to a voluntary termination by Employee which is not within 90 days of a Good Reason Event, then the Company shall continue to pay Employee at a rate equal to Employee’s base salary at the time of such termination for the Noncompetition Period, provided that such payments shall be made pursuant to the Company’s normal payroll practices and shall be subject to any required or authorized withholding and declarations. Notwithstanding the foregoing, the Company shall not be obligated to make such noncompetition payments if the Company gives Employee written notice, within 15 days after the date of the termination of employment, that the Company has elected to waive the provisions of Section 1.1 hereof and thus not pay the noncompetition payment described above.
NONCOMPETITION PAYMENT. In partial consideration for the execution of this Agreement, the Executive agrees to the noncompetition provisions set forth in Section 7 hereof.
NONCOMPETITION PAYMENT. As consideration for the agreement of Khantzis set forth in this Section 14, the Company shall pay to Khantzis $600,000 (the "NONCOMPETITION PAYMENT"), which payment shall be paid by the Company to Khantzis as follows:
(i) $300,000 shall be paid to Khantzis on the Closing Date; and
(ii) $300,000 shall be payable in four equal quarterly installments of $75,000 each, commencing on the last day of the first full calendar quarter following the first anniversary of the date of this Agreement. If the Company fails to make any payment provided in this Section 14(b) within five business days following written demand therefor, Khantzis shall have the right to accelerate the payment of the Noncompetition Payment and to declare the Noncompetition Payment immediately due and payable.
NONCOMPETITION PAYMENT. If the Executive terminates his employment with the Company pursuant to Section 7(d)(i), the Executive shall be and remain subject to his noncompetition covenant contained in Section 5 of this Agreement for a period of 12 months after the effective date of such termination in consideration for the promise by the Company, during such 12 months period, to pay to the Executive his annual base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms thereof). During such 12 months period, all payments under this Section 8(g) shall be made by the Company to the Executive according to the Company's regular payroll practice, prorated monthly or weekly where appropriate.
NONCOMPETITION PAYMENT. In consideration for Employee's obligations set forth in Section 5 of the Change in Control Agreement, Company shall pay Employee a "Noncompetition Payment" in an amount equal to $2,500,000 plus an amount equal to Employee's bonus plan potential for Company's fiscal year 2001 which shall be calculated at a level not less than the target percentage in effect on July 1, 2000 (i.e., $565,250). The payment of the Noncompetition Payment is conditioned upon Employee's continuing compliance with the obligations set forth in Section 5 of the Change in Control Agreement.
NONCOMPETITION PAYMENT. If Employee’s employment with the Company is terminated, other than (i) by the Company for Cause, or (ii) pursuant to a voluntary termination by Employee which is not within 90 days following a Good Reason Event, as a condition to Employee being obligated to comply with the obligations contained in the paragraph above labeled “Noncompetition Covenant,” the Company shall continue to pay Employee at a rate equal to Employee’s base salary at the time of such termination for the duration of the Noncompete Period, provided that such payments shall be made pursuant to the Company’s normal payroll practices and shall be subject to any required or authorized withholding and declarations. Notwithstanding the foregoing, the Company shall not be obligated to make the noncompetition payments described in this paragraph if the Company gives Employee written notice, within 15 days after the date of the termination of employment (in the event the Company elects to waive all of the Noncompete Period) or at least 15 days prior to the effectiveness of such waiver (in the event the Company elects to waive less than all of the Noncompete Period), that the Company has elected to waive the provisions contained in the paragraph hereof labeled “Noncompetition Covenant” for all or part of the Noncompete Period and thus not pay the noncompetition payment described above for such period of waiver. Notwithstanding the foregoing, the Employee agrees that the payments described in this paragraph are provided solely in consideration of Employee’s compliance with the obligations contained in the paragraph hereof labeled “Noncompetition Covenant,” such that in the event Employee breaches any of the obligations contained in that paragraph, or any obligations contained in that paragraph are deemed unenforceable as written (in whole or in part) for any reason, any obligation of the Company to make any further payments described in this paragraph will automatically and immediately cease, and Employee must repay Company for any such payments previously made to Employee under this paragraph. For the avoidance of doubt, nothing in this paragraph affects the Employee’s obligations under any paragraph of this Agreement other than the paragraph labeled “Noncompetition Covenant,” and Employee must comply with all provisions of such paragraphs of this Agreement regardless of whether the Company elects to make the payments described in this paragraph.
NONCOMPETITION PAYMENT. In partial consideration for the issuance of Shares, issuance of the FirstFederal Note, and payment of Cash pursuant to the Merger Agreement, the Executive agrees to the noncompetition provisions set forth in Section 7 hereof.
NONCOMPETITION PAYMENT. Purchaser shall pay to the Owner, if the Owner is entitled thereto under the terms and conditions contained herein, an amount equal to up to 50% of Measurement EBITDA as defined below (the "Noncompetition Payment"), determined as follows and paid in accordance with Section 4 hereof:
(a) EBITDA for the aggregate operations of the Sheet Metal business and the Electronics business located at all of the Premises described in either the Sheet Metal APA or the Electronics APA (collectively, the "Sheet Metal and Electronics Business") for the first three full calendar months of operation by Purchaser following the Closing Date shall be calculated and reviewed by Purchaser's independent public accountants in accordance with GAAP ("Transitional EBITDA").
(b) EBITDA for the aggregate operations of the Sheet Metal and Electronics Business for the 12 months commencing with the fourth full calendar month after the Closing Date shall be calculated and reviewed by Purchaser's independent public accountants in accordance with GAAP ("Measurement EBITDA").
(c) If the Transitional EBITDA is negative, the Measurement EBITDA shall be reduced by the negative Transitional EBITDA multiplied by two.
(d) Measurement EBITDA, as adjusted pursuant to Section 3(c) hereof, shall be divided by two to determine the Noncompetition Payment. The Noncompetition Payment shall be reduced by 50% of the accrued vacation payments due to employees of Sheet Metal and Electronics which Purchaser elects to hire as of the date hereof.
NONCOMPETITION PAYMENT. In consideration of Stockholder's obligations described herein, concurrent with the Effective Time (as defined in the Reorganization Agreement) of the Merger, Parent shall pay to Stockholder the amount of $1,000,000.
