Retention Consideration. In consideration for the Executive (A) remaining employed with the Company throughout the Retention Period, and (B) performing the duties described in Section 2, Executive will retain the title of Chief Operating Officer and will receive the following:
Retention Consideration. If Executive remains employed during the entire Retention Period and complies with all other terms and conditions stated in this Agreement, Executive will receive the following payments and benefits (collectively, the “Retention Consideration”):
(a) continuation of wages and benefits through the end of the Retention Period;
(b) a severance amount equal to one year's base salary ($425,000), payable in bi-weekly installments pursuant to the Company's normal payroll practices, beginning as soon as practicable after the release and waiver of claims referred to in Section 4(a) below becomes irrevocable and ending on or before March 15, 2014 and subject to all applicable deductions;
(c) an award approved under the terms of the Company's FY2013 performance-based variable compensation plan (“PBVC”), up to a maximum award of $340,000, earned pursuant to the terms of the PBVC (the “Earned PBVC Amount”), which shall be paid in a lump sum at the same time that PBVC awards are paid to other actively employed PBVC participants (but in any event prior to December 31, 2013), plus an additional amount equal to the excess, if any, of $340,000 over the Earned PBVC Amount, which additional amount shall be paid in installments pursuant to the Company's standard payroll practices beginning as soon as practicable after the Earned PBVC Amount is paid and ending on or before March 15, 2014;
(d) the employer portion of premiums for group health and dental insurance continuation coverage under the federal Consolidated Omnibus Budget Reconciliation Act (COBRA) law for a period of one year after the end of the Retention Period, subject to the conditions set forth in Section 5 below; and
(e) pursuant to the terms of the Consulting Agreement referred to in Section 4(b) below, the continuation of vesting through the term of the Consulting Agreement of the following time-based restricted stock and/or restricted stock unit awards: (1) grant dated November 8, 2011 of 41,250 shares of restricted stock, of which 13,750 units are scheduled to vest on November 8, 2013; and (2) grant dated December 21, 2012 of 17,500 restricted stock units, of which 5,833 units are scheduled to vest on November 6, 2013; and
(f) pursuant to the terms of the Consulting Agreement, the vesting of the performance-based portion of the FY2011-2013 Long-Term Incentive Plan (LTIP) grant, based on achievement of the performance metrics established under the LTIP and as determined by the Company's Board of Directors follow...
Retention Consideration. Section 3 of the Retention Agreement is hereby amended to add the following new clause (g):
(g) subject to approval by the Board of Directors of the Company, the vesting of one-third (1/3) of the performance-based restricted stock units achieved under the FY2013 Executive Incentive Plan (the “EIP”) based on the Company's achievement in fiscal year 2013 against the financial metrics contained in the EIP, such restricted stock units to vest on the date such achievement is determined by the Board of Directors.”
Retention Consideration. (a) Should Employee remain actively and continuously employed by the Company from the effective date through the Retention Period, performing his duties to the reasonable expectations of the Company, Employee will be offered a severance payment which includes the following monetary terms:
x. Xxxxxxxxx in the gross amount of 18 months of salary at Employee’s last rate of pay (minus applicable withholdings), payable in 12 equal installments; and,
ii. Eligibility for participation in the Company’s annual incentive award (“Bonus”) program on a pro rata basis, under the terms of the Bonus program. To be eligible to receive the offer of severance, Employee will be required to execute and not revoke a Release of Claims provided by the Company. A copy of the Release of Claims in the form Employee will be required to execute and not revoke in order to be eligible for the severance offer and Bonus eligibility is attached hereto and incorporated herein as Exhibit A.
Retention Consideration. In exchange for good and valuable consideration, including but not limited to Executive's performance of certain transitional services detailed hereunder and continued employment during the Transition Period, the Executive shall receive the following retention benefits:
Retention Consideration. 4.1 Subject to the remainder of this clause 4, on the date falling twenty-four (24) months after the Completion Date (the “Retention Date”), the Purchaser shall pay to Comtrade the sum of EUR 6,000,000.00 (six million) (the “Retention Consideration”) by way of electronic transfer in accordance with clause 4.8
4.2 If, prior to the Retention Date, the Purchaser has a claim against Comtrade under or in respect of a breach of this Agreement, the Tax Deed, the Austrian Employee Side Letter, the Serbian Transfer Deed, the Slovenian Transfer Deed or the Deed of Waiver (together, the “Key Transaction Documents”) by Comtrade, which has been Resolved, the Purchaser shall on the Retention Date, pay the Retention Consideration less an amount equal to the amount which has been Resolved as being due from Comtrade to the Purchaser and which has not otherwise been paid by Comtrade to the Purchaser (the “Reduced Retention Amount”). The Purchaser shall pay the Reduced Retention Amount to Comtrade by way of electronic transfer on the Retention Date in accordance with clause 4.8.
4.3 A claim shall be deemed to be “Resolved” for the purposes of this clause 4 if it has been:
(a) agreed in writing between the Purchaser and Comtrade as to both liability and quantum; or
(b) determined (as to both liability and quantum) by Counsel under this clause 4 or by an Expert under Schedule 6; or
(c) finally determined (as to both liability and quantum) by a court or tribunal of competent jurisdiction from which there is no right of appeal, or from whose judgment the relevant party is debarred by passage of time or otherwise from making an appeal.
4.4 If, prior to the Retention Date, the Purchaser acting reasonably believes that it has a claim in respect of a breach of any Key Transaction Document by Comtrade and it has served notice of such claim on Comtrade in accordance with the terms of the relevant agreement, in each case to the extent that the relevant agreement contains relevant notice provisions, (in respect of a Claim, the relevant notice provisions are set out at paragraph 3 of Schedule 7), then the Purchaser shall serve notice (“Outstanding Claim Notice”) on Comtrade:
(a) stating that in its opinion acting reasonably, it has such a claim against Comtrade (and this has not been Resolved) (an “Outstanding Claim”);
(b) identifying the matters that gave rise to such Outstanding Claim, in such reasonable detail as is available to the Purchaser; and
(c) setting out its estimate of the a...
Retention Consideration. (a) Subject to the conditions set forth below in this Section 6(a), in addition to the shares that will have already vested as of September 30, 2005 pursuant to the terms of the Option Agreements and the Restricted Share Agreement (the “Equity Awards”), as an inducement to Pxxxxxx to remain with the Company through September 30, 2005, that number of additional unvested shares subject to each of the Equity Awards that would have vested on or before November 30, 2006 (the “Additional Shares”) shall accelerate and become immediately vested, effective as of September 30, 2005. Except as set forth in this Section 6(a), this Agreement shall not amend or alter the terms and conditions of the Equity Awards as set forth in the Option Agreements and the Restricted Share Agreement in any respect. The Equity Awards subject to acceleration of Additional Shares shall be as follows: Equity Awards Non-Qualified Stock Option Award dated November 30, 2001 Restricted Stock Award dated August 5, 2002 Non-Qualified Stock Option Award dated November 14, 2002 Non-Qualified Stock Option Award dated November 17, 2003 The Company will provide to Pxxxxxx the consideration set forth in this Section 6(a) if (i) Pxxxxxx’x employment by the Company is not voluntarily terminated or abandoned by Pxxxxxx or terminated by the Company for Cause, in either case, prior to September 30, 2005, and (ii) at the same time that Pxxxxxx executes this Agreement, Pxxxxxx executes the First Release (as defined in Section 8(a) below) and does not rescind it within the rescission period applicable to the First Release. If Pxxxxxx’x employment is terminated by the Company for Cause or by Pxxxxxx for any reason prior to September 30, 2005, the Company shall have no obligation to Pxxxxxx under this Section 6(a).
(b) As an inducement to Pxxxxxx to remain with the Company through January 6, 2006, and in lieu of any other compensation that may be owed to Pxxxxxx under the 2000 Employment Letter or otherwise in connection with the termination of his employment, the Company will provide to Pxxxxxx the consideration set forth in this Section 6(b) if (i) Pxxxxxx’x employment by the Company is not voluntarily terminated or abandoned by Pxxxxxx or terminated by the Company for Cause, in either case, prior to January 6, 2006, and (ii) on or within 21 days after his last day of employment with the Company, Pxxxxxx executes the Second Release (as defined in Section 8(b) below) within the rescission period applicable to ...
Retention Consideration. Subject to the terms and conditions of the Lease Back Transfer of ownership of Lease Back Assets I after the end of lease:
Retention Consideration. Subject to the terms and conditions of the relevant
Retention Consideration
