Terms of Offer. This Website offers for sale certain products (the "Products"). By placing an order for Products through this Website, you agree to the terms set forth in this Agreement.
Terms of Offer. Each offer of employment made to a Business Employee pursuant to Section 2.1 hereof shall provide for: (a) employment with Buyer or a Buyer Subsidiary, (b) until at least the Anniversary Date, a total compensation amount (comprised of base salary or hourly wage, plus potential short-term incentive compensation target (annual, local and sales), if any) that is comparable in the aggregate to such Business Employee’s total compensation amount in effect as of immediately prior to the Closing Date, except for (i) performance-based adjustments to short-term incentives and (ii) overtime, and (c) if the Business Employee is a salaried employee whose work location prior to the Closing Date is more than fifty (50) miles from the required work location for Buyer, a requirement that the employee agree to relocate to Buyer’s required work location in accordance with Buyer’s policies. Buyer shall have no obligation to hire a Business Employee who receives a contingent offer pursuant to subclause (c) who does not agree to relocate to Buyer’s required work location; however, Buyer agrees to pay one hundred percent (100%) of the cost of severance benefits pursuant to Seller’s Severance Pay Plan for Exempt Employees effective January 1, 2012 (the “CCR Exempt Employee Severance Plan”), if Seller is unsuccessful in identifying an alternate position for the employee within Seller’s organization within a reasonable time after the Closing Date. The parties hereto understand and agree that Buyer will bear one hundred percent (100%) of the expense associated with maintaining such total compensation amount referred to in subclause (b) above with respect to each Business Employee who becomes a Transferred Employee (as defined below). The parties hereto also understand and agree that, except as expressly set forth in this Employee Matters Agreement, Buyer will have sole discretion and sole responsibility regarding the Transferred Employees’ salaries, hourly wages and short-term incentive compensation.
Terms of Offer. Offeror certifies and represents that the Offeror has read and understands each and everyprovision of this offer form (together with any attachments thereto) and the sample contract. The Offeror agrees that it assumes the responsibility to clarify any questions before signing this form. The Offeror agrees that the written provisions of this offer form (together with any attachments), the sample contract, and any accepted terms from Offeror's proposal constitute the entire agreement of the parties until a written contract is executed and neither the offer form (and any attachments), the Offeror's proposal, nor the sample contract can be orally modified. The Offeror expressly adopts the terms of this offer form, the Offeror's proposal, and the sample contract as material parts of the Offeror's offer.
Terms of Offer. Each Branch Employee shall be offered employment subject to the following terms and conditions:
(i) Each Branch Employee’s base salary shall be at least equivalent to the rate of annual base salary or regular hourly wage rate, as applicable, paid by Seller to such Branch Employee as of the Business Day prior to the Closing Date;
(ii) Each Branch Employee shall have the same incentive compensation opportunity as is available to other similarly situated employees of Purchaser under the terms of the applicable incentive compensation plan of Purchaser;
(iii) Each Branch Employee shall be eligible to receive employee benefits substantially comparable to those available to other similarly situated employees of Purchaser, as in effect from time to time; and
(iv) Each Branch Employee shall be offered employment at a job location that is no more than twenty (20) miles from such Branch Employee’s primary workplace immediately prior to the Closing Date.
Terms of Offer. Each Branch Employee shall be offered employment subject to the following terms and conditions:
(i) Each Branch Employee’s base salary shall be at least equivalent to the rate of annual base salary or regular hourly wage rate, as applicable, paid by Seller to such Branch Employee as of immediately prior to the Closing Date;
(ii) Each Branch Employee shall have the same commission and incentive compensation opportunity generally available to other similarly situated employees of Purchaser, as in effect from time to time;
(iii) Each Branch Employee shall be eligible to receive employee benefits that are the same as those generally available to other similarly situated employees of Purchaser, as in effect from time to time;
(iv) Each Branch Employee shall be offered employment at a job location that is no more than forty (40) miles from such Branch Employee’s primary workplace immediately prior to the Closing Date; and
(v) Transferred Employees shall become at-will employees of Purchaser.
Terms of Offer. Each Transferred Employee shall be eligible to receive employee benefits comparable to those available to other similarly situated employees of Purchaser, as in effect from time to time; provided, however, that if the group health, dental or other benefits provided to one or more Transferred Employees by Seller continue through the last day of the month in which the Closing Date shall occur, such applicable benefits to be provided by Purchaser shall not be required to become effective until the first day of the month following the month in which the Closing Date shall occur.
Terms of Offer. Notwithstanding Section 5.2(a), if the terms of -------------- any C&D Sale provide for the payment by the C&D Offeree of consideration other than cash, then the purchase price payable by each Accepting Holder (other than Westinghouse) per unit of Offered Securities shall be an amount in cash equal to the fair market value of the aggregate consideration payable by the C&D Offeree per unit of Offered Securities. For the purpose of determining the fair market value of any noncash consideration, (i) any portion of such consideration in the - form of securities shall be valued at the arithmetical average of the closing sale prices of such securities over the five trading days immediately preceding the relevant date on the national securities exchange on which such securities are listed, or, if not so listed, as reported by the National Association of Securities Dealers Automated Quotations System, or, if not so reported, at the average of the high bid and low asked quotations for the securities as reported by the National Quotations Bureau Incorporated or a similar organization, or, if no price quotations are available, such securities shall be valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of an Accepting Holder which has succeeded by assignment to Westinghouse's rights under this Section 5 (other than Section 5.2(d)) in respect of Registrable Securities or the Option transferred by Westinghouse to such Accepting Holder, by an independent valuer with expertise in valuing such securities selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld; and (ii) any other portion of such consideration shall be -- valued by the Board of Directors of the Company in good faith as of the relevant date or, at the election (which shall be made in its Notice of Acceptance) and expense of such an Accepting Holder, by an independent valuer with expertise in valuing such consideration selected by the Company with the approval of such Accepting Holder, such approval not to be unreasonably withheld.
Terms of Offer. Each Transferred Employee shall be provided employment subject to the following terms and conditions:
(i) Each Transferred Employee’s base salary shall be at least equivalent to the rate of annual base salary or regular hourly wage rate, as applicable, paid by Seller to such Transferred Employee as of the Business Day prior to the Closing Date; and
(ii) Each Transferred Employee shall be eligible to receive employee benefits substantially comparable to those available to similarly situated employees of Purchaser, as in effect from time to time, and Purchaser shall permit each Transferred Employee whose position is eliminated by Purchaser or any of its Affiliates following the Transfer Date to participate in Purchaser’s displacement benefits plan, with credit for past service and subject to such plan’s terms and conditions, including the Transferred Employee’s execution and non-revocation of a release of claims in a form satisfactory to Purchaser.
Terms of Offer. Upon completion of the issuance of the Company Transfer Securities referred to in paragraph (a) above, the Company shall deliver a written offer to sell (the "Offer to Sell") to each Stockholder a Pro Rata portion of the Company Transfer Securities based upon such Stockholder's holdings of Common Stock. The Offer to Sell shall be on the same terms and conditions, and shall be for the same consideration, as described in the Company Transfer Notice; provided, however, that any such Stockholder may, at its option, pay fair market value in cash in lieu of any non-cash consideration.
Terms of Offer. Each offer of employment made to a Business Employee pursuant to Section 2.1 hereof shall provide for: (a) employment with CCBCC or a CCBCC Subsidiary, (b) until at least the Anniversary Date, a total compensation amount (comprised of base salary or hourly wage, plus potential short-term incentive compensation target (annual, local and sales), if any) that is comparable in the aggregate to such Business Employee’s total compensation amount in effect as of immediately prior to the Closing Date, except for (i) performance-based adjustments to short-term incentives and (ii) overtime, and (c) if the Business Employee is a salaried employee whose work location prior to the Closing Date is more than fifty (50) miles from the required work location for CCBCC, a requirement that the employee agree to relocate to CCBCC’s required work location in accordance with CCBCC’s policies. CCBCC shall have no obligation to hire a Business Employee who receives a contingent offer pursuant to subclause (c) who does not agree to relocate to CCBCC’s required work location; however, CCBCC agrees to pay one hundred percent (100%) of the cost of severance benefits pursuant to CCR’s Severance Pay Plan for Exempt Employees effective January 1, 2012 (the “CCR Exempt Employee Severance Plan”), if CCR is unsuccessful in identifying an alternate position for the employee within CCR’s organization within a reasonable time after the Closing Date. The parties hereto understand and agree that CCBCC will bear one hundred percent (100%) of the expense associated with maintaining such total compensation amount referred to in subclause (b) above with respect to each Business Employee who becomes a Transferred Employee (as defined below). The parties hereto also understand and agree that, except as expressly set forth in this Employee Matters Agreement, CCBCC will have sole discretion and sole responsibility regarding the Transferred Employees’ salaries, hourly wages and short-term incentive compensation.
