Sections II. A.1. and 3. above shall not apply, and instead the Participant acknowledges and agrees that during his/her employment or service with the Employer: (i) the Participant will not engage (directly or indirectly) in any other employment or business activity within the Territory whose primary business involves or is related to the Business; provided however, the foregoing restriction shall only apply to such service or product for which the Participant has had access to Proprietary and Confidential Information or otherwise has had active involvement, and (ii) the Participant will not, without the prior written consent of the Employer, engage (directly or indirectly) in any other employment or business activity that would tend to create an actual or apparent conflict of interest with the Employer, or undermine or interfere with the Participant’s ability to devote his or her best efforts and to fulfill the duties and responsibilities of his or her position with the Employer. The Participant further agrees that, given the nature of the business of the Employer Group and his or her position with the Employer, such geographic scope is appropriate and reasonable.
Sections II. A.1, 2, and 3 will apply to those faculty with an FTE of 0.1 to 0.5. The increase in Section II.A.1 will be SURUDWHG EDVHG RQ WKH IDFXOW\ PHPEHU¶V DFWXDO )7( ,Q )LVFD an increase of 3.25%. 14 Non-aligned faculty administrators or other individuals from another unit, who return to the negotiations unit in the first week of July 2022, July 2023, or July 2025, respectively, shall be eligible for the across-the-board increases in accordance with the provisions of this section (provided the faculty member has not otherwise received an increase for Fiscal Years 2023, 2024, or 2026, respectively).
Sections II. 2(b)(i) and (ii) are hereby deleted and replaced by the following:
(i) Seller acknowledges that Escrow Agent has received an amount equal to $200,000 representing the Initial Earnest Money required by the Initial Agreement. Ix consideration of certain rights granted to Buyer in this Amendment, Buyer agrees that $150,000 of the Initial Earnest Money shall be deemed non-refundable, subject to Xuyer's right to receive a refund of the Earnest Money as provided in the Agreement. The afxxxxxxx non-refundable $150,000, together with all interest earned thereon, and any Additional Earnest Money, together with all interest earned thereon, shall be hereinafter referred to as the Earnest Money. In connection with the foregoing agxxxxxxxs, the amount by which $200,000 exceeds $150,000 shall be wired to Buyer simultaneously with the execution and delivery of this Amendment pursuant to the information set forth below: Phoenix Four, Inc. Treasury Bill Account (Account No. 398119120) Republic National Bank of New York 415 Madison Avenue, New York, New York 10017 AXX Xx. 000000000
(xx) Xxx Xxxxxxx Money shall be held in escrox xx xxxxrdance xxxx xhe provisions of Section 14.4 of the Agreement and shall be nonrefundable to Buyer except as provided in the Agreement.
(iii) The parties acknowledge and agree that it is their intent that the Additional Earnest Money shall be paid, at Buyer's option, to xx xxxxrmined by Buyer in its sole discretion, either upon Buyer's receipt of (i) a No-Review SEC Notice (hereinafter defined), as provided in Section II.3(b) or (ii) the Approved Met Life Commitment, as provided in Section VII.2. If Buyer receives a Yes-Review SEC Notice (hereinafter defined) and does not terminate the Agreement, Buyer shall have a third option, which is to pay the Additional Earnest Money upon notification from Seller that thx XXX xas completed its review process and that Seller is prepared to mail the Proxy Statement (hereinafter defined) to the Limited Partners. Notwithstanding the foregoing, it is understood and agreed that Buyer is required to deposit the Additional Earnest Money pursuant to Section VII.2 hereof."
Sections II. A and II.B of the Claimant Agreement shall be replaced in their entirety with:
Sections II. A through 7.M of the Agreement is hereby deleted, and Sections 8 through 16 of the Agreement are hereby renumbered, as of the effective date of this Amendment, as Sections 9 through 17 of Article II, respectively.
Sections II. A.1. and 3. above shall not apply, and instead the Grantee acknowledges and agrees that during his/her employment or service with the Employer: (i) the Grantee will not engage (directly or indirectly) in any other employment or business activity within the Territory whose primary business involves or is related to the Business; provided however, the foregoing restriction shall only apply to such service or product for which the Grantee has had access to Proprietary and Confidential Information or otherwise has had active involvement, and (ii) the Grantee will not, without the prior written consent of the Employer, engage (directly or indirectly) in any other employment or business activity that would tend to create an actual or apparent conflict of interest with the Employer, or undermine or interfere with the Grantee’s ability to devote his or her best efforts and to fulfill the duties and responsibilities of his or her position with the Employer. The Grantee further agrees that, given the nature of the business of the Employer Group and his or her position with the Employer, such geographic scope is appropriate and reasonable.
Sections II. A.2(b)(i) and (ii) of the Agreement are amended in their entirety and replaced to read as follows:
(i) separation payments for eighteen (18) months from the termination date at the base monthly salary in effect for Executive on the termination date, with the actual period of receipt of such payments being referred to as the “Severance Period,” provided, however, that if at the time of the Executive’s termination of employment the Executive is considered a “specified employee” subject to the required six-month delay in benefit payments under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, then the separation payments that would otherwise have been paid within the first six (6) months after the Executive’s termination of employment shall instead be paid in a single lump sum on (or within 15 days after) the six-month anniversary of such termination of employment. Payments for the remaining twelve (12) months shall be made monthly after such six-month anniversary; and
(ii) accelerated vesting in any previously awarded stock options, restricted stock and other equity awards, except for awards that are scheduled to vest based on attainment of specified performance goals over a performance period, as if Executive had worked for the Company for eighteen (18) months after Executive’s termination date, provided that any options or other equity awards that are not exercised within the time periods for exercise set forth in the applicable plan, sub-plan or grant agreement, shall expire in accordance with the terms of such plan, sub-plan or grant agreement, as this accelerated vesting will not extend or otherwise delay the time period for exercising an option or other equity award; and
A. A new Section II.A.2(b)(iii) is added as follows:
(iii) for any equity award that is scheduled to vest based on attainment of specified performance goals over a performance period, the award shall vest and be paid after the end of the applicable performance period based on actual performance results, and shall be prorated for the portion of the performance period employed, and for that purpose Executive shall be deemed to have continued employment with the Company for a period of eighteen (18) months following the date of Executive’s termination of employment.
A. In all other respects, the Agreement, as well that certain Change in Control Agreement between the Executive and the Company dated December 31, 2006, that certain Indemnification Agreement between t...
Sections II. E.1 and 2 of the Collateral Trust Agreement shall be replaced in their entirety with:
Sections II. E.1 is deleted in its entirety and replaced, Section E.5. is revised and Section II.E.7. is added as follows:
Sections II. J. & K. of the Lease shall be modified as follows:
(1) From the Hybritech Space Commencement Date to the date which is 61 days after the Hybritech Space Commencement Date (expected to be June 17, 1996 to August 16, 1996), the Monthly Installments of Base Rent shall be at the rate of [ * ] per month, and effective the 62nd day after the Hybritech Space Commencement Date (expected to be August 17, 1996), the Base Rent shall be [ * ] per annum and Monthly Installments of Base Rent shall be [ * ]. For purposes of illustration only, if the Hybritech Space Commencement Date is June 17, 1996, the Monthly Installments of Base Rent for the months of June, July and August of 1996 would be computed as follows: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. For the month of June: on June 1, 1996, Tenant would have paid a Monthly Installment of Base Rent in the amount of [ * ] (Old Monthly Installment). After prorating the Old Monthly Installment for 16 days and the Monthly Installment of Base Rent at the rate payable for the last 14 days of June, the resulting payment for June would be [ * ], entitling Tenant to a credit of $1,144.16 against the Monthly Installment of Base Rent for July. For the month of July: [ * ], computed by deducting the credit from June from the Monthly Installment of Base Rent at the rate due for July. For the month of August: [ * ], computed by prorating the Monthly Installment of Base Rent at the rate due for the first 16 days of August and the Monthly Installment of Base Rent at the rate due for the last 15 days of August.
(2) The Base Rent shall thereafter increase as follows: commencing on the first day of the fourth Lease Year (January 1, 1997) and on the first day of each Lease Year thereafter, the Base Rent to be paid by Tenant during such Lease Year shall automatically increase, without notice to Tenant, to the greater of (A) an amount equal to [ * ] percent of the Base Rent for the immediately preceding Lease Year or (B) the lesser of (1) an amount equal to [ * ] percent of the Base Rent for the immediately preceding Lease Year or (2) the "CPI Amount". The CPI Amount shall be determined as follows: the level of the CPI (as defined below) on the first day of the third Lease Year shall be deemed to be the "base level". If the CPI on the first day of the fourth Lease Year or on any anniversary of such date therea...
