Other Executives. 6], which payment will be made regardless of whether the Executive elects COBRA continuation coverage and will commence on the month following the Executive’s termination of service. For the avoidance of doubt, the taxable payment in lieu of COBRA Reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payment contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Executive will not receive such payment or any further reimbursements for COBRA Reimbursements.
Other Executives. The Executive agrees that during the period beginning on the date hereof and ending twelve (12) months after the Period of Active Employment, neither the Executive nor any entity with whom the Executive is at the time associated, related or affiliated shall, directly or indirectly, hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of the Business to discontinue or alter any one of their or its relationships with the Company.
Other Executives. The term “Other Executives” shall have the meaning ascribed to it in the third “Whereas” clause.
Other Executives. 12] months following the date of the Executive’s termination of employment, (B) the date upon which the Executive and/or the Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which the Executive or the Executive’s eligible dependents, as applicable, ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Reimbursements”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of the Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by [Xxxxxx: 18;
Other Executives. The Manager shall make available to the Company such other executive officers to which the Company and the Manager agree, and may replace officers supplied from time to time. Notwithstanding the foregoing, the Company may employ directly any other officers or employees as it may deem necessary that will not be subject to this Agreement.
Other Executives. The Company shall establish an annual bonus pool for Company employees (excluding Executive) of $1,500,000 for 1999 and 1.5% of EBITDA for years thereafter (the "Management Bonus Pool"), subject in each case, to reduction by the amount of any Special Bonuses awarded with respect to the applicable year pursuant to Section 2(a). Payment of any bonuses shall be contingent upon satisfaction of reasonable performance goals established by the Board in consultation with Executive.
Other Executives. 6 months] following the date of the Executive’s termination of employment, (B) the date upon which the Executive and/or the Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which the Executive or the Executive’s eligible dependents, as applicable, ceases to be eligible for coverage under COBRA. However, if the Company determines in its sole discretion that it cannot pay the COBRA Reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of the Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by [Tuchen: 12;
Other Executives. During the Integration Phase, each Key Executive shall have the right to nominate, appoint and remove his or her direct reports in accordance with the grandfathering principles agreed between the parties as part of the Integration Plan.
Other Executives. Chief Executive Officer of the Company (the “CEO”) or other authorized executive], provided that such duties are consistent with the Executive’s position or other positions that Executive may hold from time to time. The Executive shall report to the [FOR THE CEO: Board] [
Other Executives. Promptly on or after the date of this Amendment, TriMas shall prepare and file a Common Stock Registration Statement covering 645,000 Executive Shares (as adjusted from time to time for stock splits, dividends and similar events after the date of this amendment) owned by the Executives other than Richxxx X. Xxxxxxxxx (xxth such shares to be registered allocated among such Executives according to the number of shares each such Executive purchased under his Executive Letter Agreement), and shall use its best efforts to cause the Common Stock Registration Statement to become effective as soon as possible. Furthermore, on or before December 31, 1993, TriMas shall prepare and file a Common Stock Registration Statement covering an additional 215,000 Executive Shares (as adjusted from time to time for stock splits, dividends and similar events after the date of this amendment) owned by the Executives other than Richxxx X. Xxxxxxxxx (xxth such shares to be registered allocated among such Executives according to the number of shares each such Executive purchased under his Executive Letter Agreement), and shall use its best efforts to cause the Common Stock Registration Statement to become effective as soon as possible thereafter; provided, however, that TriMas may elect to defer, for a period not exceeding a total of 90 days, the filing of such Common Stock Registration Statement if in its good faith judgment pending or prospective business developments justify a temporary delay. TriMas shall use its best efforts to keep each such Common Stock Registration Statement effective and in compliance with the Securities Act on a continuous basis (i.e., a "shelf" registration), and to provide the Executives with prospectuses and prospectus supplements in compliance with the Securities Act as may be required from time to time, until the earlier of (A) June 30, 1996 or (B) the date when none of the Executives retains any of the Common Stock registered thereunder. All expenses (other than fees and expenses of counsel to the Executives) in connection with the initial registration pursuant to this Paragraph 1(c) shall be borne by TriMas. All expenses in connection with the second registration pursuant to this Paragraph 1(c) shall be borne by Masco and Industries on behalf of their respective Executives, allocated among such Executives and ultimately between Masco and Industries according to the number of shares each such Executive is registering, except that TriMas will bear no...
