Common use of Retention Agreements Clause in Contracts

Retention Agreements. Transatlantic and Alleghany shall each use their respective reasonable best efforts during a period of fifteen days following the date hereof to agree to terms of retention agreements for those individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule. Upon reaching such agreement, Transatlantic’s management shall recommend approval of such agreements by the Transatlantic Board. In the event of approval by the Transatlantic Board, Transatlantic shall use its reasonable best efforts to cause the retention agreements between Transatlantic and each of the individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule to be amended and restated (or, with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into) in a form mutually agreed by Transatlantic and Alleghany, which agreement in the case of an amended and restated agreement or an agreement replacing a previously offered retention agreement, shall supersede and replace the prior retention agreement entered into or offered. Furthermore, Transatlantic shall not take any further action to enter into any amended and restated retention agreement (or with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into), the terms of which would be applicable in the event of the consummation of the transactions contemplated by this Agreement; provided, however, that in the event that the employment of an employee of Transatlantic who is listed on Section 6.10 of the Transatlantic Disclosure Schedule and did not execute his or her retention agreement prior to the date hereof is terminated without Cause prior to the Effective Time, such employee shall be entitled to the same treatment as if such employee had executed a retention agreement which had been mutually agreed by Alleghany and Transatlantic pursuant to this Section 6.10. Pursuant to this Section 6.10, from and after the Effective Time, the Surviving Company hereby agrees to assume and becomes the successor to the rights and obligations of Transatlantic under any agreements that are outstanding on or before the date hereof the amended and restated retention agreements and the such other retention agreements entered into between Transatlantic and its employees on or before the date hereof (or, thereafter, to the extent permitted by this Agreement) without the need for further action on the part of the Surviving Company or the parties to any such agreement.

Retention Agreements. Transatlantic Employer agrees and Alleghany shall each use their respective reasonable best efforts during a period of fifteen days following the date hereof to agree to terms of retention agreements for those individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule. Upon reaching such agreement, Transatlantic’s management shall recommend approval of such agreements by the Transatlantic Board. In the event of approval by the Transatlantic Board, Transatlantic shall use its reasonable best efforts to cause the retention agreements between Transatlantic acknowledges that Executive and each of the individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule to be amended and restated Access Corporation (or, with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into"Access") in a form mutually agreed by Transatlantic and Alleghany, which agreement in the case of an amended and restated agreement or an agreement replacing a previously offered retention agreement, shall supersede and replace the prior retention agreement have entered into or offered. Furthermorean Executive Retention Agreement, Transatlantic shall not take any further action to enter into any amended and restated retention agreement (or with respect to a listed individual who is not currently a party to any retention agreementdated as of August 24, cause a new retention agreement to be entered into)1994, the terms of which would be applicable in the event of that the consummation of the transactions contemplated by the Asset Purchase Agreement of even date herewith between Employer and Access will constitute a Change of Control as defined in such Executive Retention Agreement, and that, except as otherwise set forth in this Section 23, Employer will assume and agree to perform such Executive Retention Agreement as provided in Section 5 of such Executive Retention Agreement; provided. Executive and Employer agree that such Executive Retention Agreement shall terminate two years after the effective date of this Employment Agreement and that Executive's compensation, fringe benefits and duties shall be as described in this Employment Agreement. Executive agrees and acknowledges that the compensation, fringe benefits and duties as described in this Employment Agreement may be different than those which he is currently receiving or performing, that the termination of the Executive Retention Agreement two years after the effective date of this Employment Agreement may be a material modification of such Executive Retention Agreement, and that Employer's assumption of and agreement to perform such Executive Retention Agreement is subject to the Executive's agreement to the modifications to such Executive Retention Agreement set forth in this Section 23. Furthermore, Executive waives any rights under such Executive Retention Agreement that he would otherwise have as a result of the aforesaid modifications to the Executive Retention Agreement, including without limitation any right to receive the termination benefits set forth in Sections 2 and 5 of such Executive Retention Agreement. Employer agrees and acknowledges, however, that that, except as otherwise stated in this Section 23, by reason of accepting the compensation, fringe benefits and duties described in this Employment Agreement Executive is not waiving any other right under the Executive Retention Agreement. Except as provided in the preceding two paragraphs, in the event that of any conflict between the employment provisions of an employee of Transatlantic who is listed on Section 6.10 this Employment Agreement and such Executive Retention Agreement, the provisions of the Transatlantic Disclosure Schedule and did not execute his or her retention agreement prior to the date hereof is terminated without Cause prior to the Effective Time, such employee latter shall be entitled to the same treatment as if such employee had executed a retention agreement which had been mutually agreed by Alleghany and Transatlantic pursuant to this Section 6.10. Pursuant to this Section 6.10, from and after the Effective Time, the Surviving Company hereby agrees to assume and becomes the successor to the rights and obligations of Transatlantic under any agreements that are outstanding on or before the date hereof the amended and restated retention agreements and the such other retention agreements entered into between Transatlantic and its employees on or before the date hereof (or, thereafter, to the extent permitted by this Agreement) without the need for further action on the part of the Surviving Company or the parties to any such agreementcontrol.

Retention Agreements. Transatlantic The parties acknowledge that the agreements listed on Schedule 6.16(i) (the "Retention Agreements") provide, among other things, for certain retention payments (alternately defined in the various Retention Agreements as "Retention Payments," "Transaction Incentives," "Basic Retention Payments," "Additional Retention Incentives," and Alleghany shall each use their respective reasonable best efforts during a period of fifteen days following "Success Bonuses") to the date hereof Business Employees who are parties to agree to terms of retention agreements for those individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule. Upon reaching such agreement, Transatlantic’s management shall recommend approval of such agreements by the Transatlantic Board. In the event of approval by the Transatlantic Board, Transatlantic shall use its reasonable best efforts to cause the retention agreements between Transatlantic and each of the individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule to be amended and restated (or, with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into) in a form mutually agreed by Transatlantic and Alleghany, which agreement in the case of an amended and restated agreement or an agreement replacing a previously offered retention agreement, shall supersede and replace the prior retention agreement entered into or offered. Furthermore, Transatlantic shall not take any further action to enter into any amended and restated retention agreement (or with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into), the terms of which would be applicable in the event of a "Full Sale" (as defined in the applicable Retention Agreements), and provide that 50% of such payments will be made within thirty days of the Closing Date (the "First Installment") and the remaining 50% of such payments (the "Second Installment") will be made six-months after the Closing Date (or earlier, pursuant to the terms of the various Retention Agreements). The parties acknowledge that consummation of the transactions contemplated hereby will constitute a "Full Sale" under the Retention Agreements. Other than the payments required to be made by Purchaser pursuant to the final sentence of this Section 6.16(i), Seller agrees to make all payments required to be made under the Retention Agreements in accordance with the terms of such Retention Agreements as in effect on the date hereof and at the time or times set forth in such Retention Agreements as in effect on the date hereof, and Seller agrees not to amend such Retention Agreements after the date hereof. Seller further agrees to make all payments of the First Installment no earlier than the final Business Day on which such payments may permissibly be made under the terms of the applicable Retention Agreement. The parties hereby agree that, except as explicitly set forth in the next sentence, none of the liabilities relating to the Retention Agreements shall be an Assumed Liability. Purchaser hereby agrees to make all payments with respect to the Second Installment due under the Retention Agreements in effect for Continuing Business Employees in accordance with the terms of such Retention Agreements as in effect on the date hereof (regardless of whether such payments become due six-months after the Closing or become due earlier pursuant to the terms of the Retention Agreements ); provided, however, that in the no event that the employment of an employee of Transatlantic who is listed on Section 6.10 of the Transatlantic Disclosure Schedule and did not execute his or her retention agreement prior shall Purchaser be required to the date hereof is terminated without Cause prior to the Effective Time, such employee shall be entitled to the same treatment as if such employee had executed a retention agreement which had been mutually agreed by Alleghany and Transatlantic pursuant to pay more than $6,500,000 under this Section 6.10. Pursuant to this Section 6.10, from and after the Effective Time, the Surviving Company hereby agrees to assume and becomes the successor to the rights and obligations of Transatlantic under any agreements that are outstanding on or before the date hereof the amended and restated retention agreements and the such other retention agreements entered into between Transatlantic and its employees on or before the date hereof (or, thereafter, to the extent permitted by this Agreement) without the need for further action on the part of the Surviving Company or the parties to any such agreement6.16(i).