Senior Management Agreements. The Company and, as appropriate, one or more of its Subsidiaries shall have entered into a Senior Management Agreement (each, an "INITIAL SENIOR MANAGEMENT AGREEMENT"), in form and substance substantially similar to EXHIBIT C attached hereto, with each of Xxxxx X. Xxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx and Xxxxxx X. Xxxxxx (each, an "EXECUTIVE" and collectively, the "EXECUTIVES"). The Initial Senior Management Agreements shall not have been amended or modified and shall be in full force and effect as of the Initial Closing, and each Executive shall have purchased the Securities proposed to be purchased by him thereunder.
Senior Management Agreements. Prior to the Closing Date, the Company shall cause the change of control agreements and all other agreements and compensation arrangements between the Company or any of its subsidiaries and the senior management officers identified on Schedule 6.5(c) to be terminated, and no further payments shall be made thereunder. Such terminations shall be in form and substance reasonably acceptable to Parent and Bancorp. In satisfaction of all amounts otherwise payable under such agreements as of the Closing, and in consideration of the termination of such agreements, each such employee shall receive the consideration set forth next to his or her name on Schedule 6.5(c) with respect to such employee and subject to such other terms and conditions, including the time and manner of payment, as set forth in a separate agreement between the parties, which shall be in form and substance reasonably acceptable to Parent; provided, however, that the aggregate amount for all such employees will not exceed the aggregate amount set forth on such schedule. The Substituted Cash Consideration payable pursuant to Section 2.3 hereof shall be reduced on a dollar-for-dollar basis (on an after-tax basis at the statutory tax rate) to the extent that the amounts set forth on Schedule 6.5(c) exceed $7,000,000, but in no event shall any such reduction pursuant to this Section 6.5(c) exceed $799,866 in the aggregate.
Senior Management Agreements. On April 1, 2005, the Company and Solera, Inc. entered into a Senior Management Agreement (the “Initial Senior Management Agreement”) with Xxxx Xxxxxx (“Executive”). On April 11, 2005, the Company and, in certain instances, Solera, Inc. entered into Senior Management Agreements with certain other employees and managers of the Company. On the date hereof, the Company, Solera, Inc. and Executive shall have entered into an Amended and Restated Senior Management Agreement, in form and substance substantially similar to Exhibit C attached hereto (the “Restated Senior Management Agreement”), and Executive shall have purchased the securities proposed to be purchased by him under the Restated Senior Management Agreement. Further, on the date hereof, the Company, Solera, Inc. (in certain instances) and certain other employees and managers of the Company shall have entered into amended and restated Senior Management Agreements, in form and substance substantially satisfactory to the Investors, and such employees and managers shall have purchased the securities proposed o be purchased by them under the such amended and restated Senior Management Agreements.
Senior Management Agreements. At or prior to the Closing Date, BWC and/or the Company shall cause the change of control agreements and all other agreements and compensation arrangements applicable to the Company and the Business between BWC and/or the Company and the four senior management officers identified on Schedule 6.5(d) to be terminated or amended, and no further payments (other than payments contemplated by this Section 6.5(d)) shall be made thereunder. Such terminations shall be in form and substance reasonably acceptable to Parent and UCFC. In satisfaction of all amounts otherwise payable under such agreements as of the Effective Time, and in consideration of the termination of such agreements, the Company shall accrue a liability, immediately prior to or at Closing, in an aggregate amount set forth on Schedule 6.5(d) (such amount, the "Management Closing Bonus Amount"), the relevant.portion of which shall be payable to those employees identified on Schedule 6.5(d), in each case, subject to such other terms and conditions, including the time, manner and amount of payment, as set forth in one or more separate agreements entered into at or prior to the Closing Date between the parties, which shall be in form and substance reasonably acceptable to Parent; provided, however, that the amount of any such termination payment to such an employee shall not exceed the individual maximum bonus amount set forth opposite such individual's name on Schedule 6.5(d), and the aggregate amount of all such termination payments for all such employees will not exceed the Management Closing Bonus Amount. Notwithstanding the foregoing, in no event shall Parent or the Company be required to take any action that would cause deferred compensation to be immediately includible in income or subject to additional taxes or penalties, or to otherwise violate, Section 409A of the Code.
Senior Management Agreements. The Company and one or more of its Subsidiaries shall have entered into Senior Management Agreements with each of Xxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxxx Xxxxxxxx, Xxxxxx X. Xxxxx and Xxxxx Xxxxxx Xxxxxxx (collectively, the “Executives”) in the forms attached as Exhibit B hereto (collectively, the “Senior Management Agreements”). The Senior Management Agreements shall not have been amended or modified and shall be in full force and effect as of the Initial Closing, and each of the Executives shall have purchased the capital stock of the Company proposed to be purchased by him at the Initial Closing thereunder.
Senior Management Agreements. At least seventy-five percent (75%) of the Employees of Seller (determined as of the date of this Agreement and disregarding the Guarantors) shall have accepted employment with Purchaser in accordance with Section 10.1, and all three Guarantors shall have executed and delivered a Senior Management Agreement as contemplated by Section 9.2(a)(ix).
Senior Management Agreements. At or prior to the Closing Date, BWC and/or the Company shall cause the change of control agreements and all other agreements and compensation arrangements applicable to the Company and the Business between BWC and/or the Company and the senior management officers identified on Schedule 6.5(c) to be terminated, and no further payments (other than contemplated by this Section 6.5(c)) shall be made thereunder. Such terminations shall be in form and substance reasonably acceptable to Parent and UCFC. At or prior to the Closing Date, BWC and/or the Company shall cause a payment to be made to the executive officer identified on Schedule 6.5(c) (the “Senior Executive Officer”) of an amount identified in Schedule 6.5(c) (such amount, the “Management Closing Bonus Amount”), subject to such other terms and conditions as may be agreed upon between BWC and/or the Company and the Senior Executive Officer; provided, however, that the payment of the Management Closing Bonus Amount to the Senior Executive Officer will be considered to have occurred immediately prior to the Effective Time.
Senior Management Agreements. Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxxx shall have executed and delivered to the Purchaser amendments to their respective senior management agreements substantially in the form of Exhibits 10.11-A and 10.11-B, respectively, attached hereto. In addition, the employment agreements in the form executed and delivered on the date hereof by each of Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxxxxx shall be in full force and effect as of the Closing.
Senior Management Agreements. Each of Xxxxxx Xxxxx and Xxxxx Xxxxx shall have executed and delivered a senior management agreement with the Buyer, in substantially the form attached hereto as Exhibit 7.2(e) (the "Senior Management Agreements");
Senior Management Agreements. The Buyer shall have executed and delivered the Senior Management Agreements.
