Transition Services and Compensation Sample Clauses

Transition Services and Compensation. Effective as of the Transition Date and through February 28, 2017 (such date, the “Separation Date” and such period, the “Transition Period”), the Executive shall continue as a full-time employee of the Company or a subsidiary in the non-executive positon of Vice Chairman, reporting to the Chairman of the Board. During the Transition Period, the Executive shall assist in the transition of his responsibilities as Chief Executive Officer and shall have such other duties and responsibilities as shall be agreed upon by the Executive and the Chairman of the Board. During the Transition Period, the Executive shall continue to receive the same base salary and benefits (including, without limitation, vesting of outstanding equity compensation awards) that the Executive receives as Chief Executive Officer of the Company as of the date of this Agreement, provided that the Executive shall not receive a grant of any additional incentive compensation or equity awards in respect of the Transition Period. The Board may, acting in good faith, limit the services of the Executive prior to February 28, 2017, provided that any such limitation shall not effect a termination of employment or reduce the rights and benefits (including, without limitation, vesting of outstanding equity compensation awards) of the Executive under this Agreement, except in the event of a termination for “Cause” (as defined in the Employment Agreement). Effective as of the Separation Date, the Executive shall resign from employment with the Company and its subsidiaries for all purposes, including for the purposes of all compensation and employee benefit plans in accordance with the terms of such plans, except as provided herein.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transition Services and Compensation. The Company acknowledges that Clineburg may voluntarily resign as Chief Executive Officer of the Company during the term of this Agreement. Upon his resignation as Chief Executive Officer (CEO), Clineburg agrees to continue to provide services to the Company as an employee for a period (the “Transition Period”) of at least one year. At the end of the initial year of the Transition Period, the Transition Period shall be automatically extended from day to day so that on any day the remaining term of the Transition Period shall be one year. During the Transition Period, either party may provide notice of termination of the Transition Period to be effective 12 months after the date of the notice, except as provided in Section 5.6(b). The transition services will include Clineburg’s cooperation with the Company in the transition of management of the Company following Clineburg’s resignation as CEO and such other special projects and activities as may be reasonably requested by the Company Board or the Chief Executive Officer and reasonably agreed to by Clineburg. In addition, if elected as a member of the Company Board and as Chairman of the Company Board, Clineburg also agrees to serve as executive Chairman of the Company Board during the Transition Period. Upon expiration of the Transition Period, Clineburg shall cease to perform services for the Company as an employee, but may continue (if duly elected or appointed) to serve as a member of the Company Board. In exchange for Clineburg providing the services during the Transition Period and in lieu of any payments under Article 2, the Company agrees to take the following actions during the Transition Period:
Sample 1
Transition Services and Compensation. Effective as of the Transition Date and through December 31, 2017 (such date, the “Separation Date” and such period, the “Transition Period”), you will continue as a full-time employee and officer as Chief Executive Emeritus of the Company and San Xxxx Water Company, reporting to the Board. During the Transition Period, you will assist in the transition of your responsibilities as President and Chief Executive Officer of the Company and your other Positions. Depending on your duties, as they may be agreed upon from time to time, your services during the Transition Period may be performed at the Company’s offices or via telecommuting. You will at all times during the Transition Period remain subject to the control and direction of the Company as to both the work to be performed and the manner and method of performance. This Transition Agreement does not change the compensation and benefits payable to you under the Employment Agreement except in connection with the waiver of Good Reason termination as set forth below in Section 4. You will remain eligible to receive all payments and benefits under any deferred compensation or other arrangements that provide for payments following your separation from service in accordance with their terms. Prior to your Separation Date, the Company will transfer to you the ownership of the Company-provided motor vehicle you currently use. Effective January 2018, you will be eligible to receive fees for your Board services in accordance with the Company’s Director Compensation and Expense Reimbursement Policies.
Sample 1
Transition Services and Compensation. It is the expectation of the Parties and Employee hereby agrees that for a period of up to ninety (90) days after the Separation Date, Employee will continue to exert his best efforts in connection with the timely preparation and filing of Company’s SEC quarterly reports and performing other duties he performed as Chief Financial Officer of Company, including without limitation finance, accounting and human resources duties (“Transition Services”). Company agrees to pay Employee Fifteen Thousand Dollars ($15,000) per month, less federal and state withholdings, for each month that Employee is providing Transition Services to the Company. However, Company acknowledges and agrees that during the Transition Services period (August 16, 2006 through November 15, 2006) Employee is also free to search out and seek other employment and will be required to be on Company’s premises only as reasonably necessary to perform the Transition Services. If Employee accepts a position with another employer before November 15, 2006, the parties agree that the transition period will terminate on October 15, 2006, and Company will not be obligated to pay employee under this Section 3 for the period October 16, 2006 through November 15, 2006. The Parties acknowledge and agree that Employee’s Transition Services are un-related to the payments and benefits described in paragraph 2(a), (b) and (c) above.
Sample 1
Transition Services and Compensation 
Sample 1

Related to Transition Services and Compensation

  • Services and Compensation Consultant agrees to perform for the Company the services described in Exhibit A (the “Services”), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Compensation for Services Provided As compensation for providing portfolio supervisory services in its capacity as Portfolio Supervisor, evaluation services in its capacity as Evaluator, and for providing bookkeeping and other administrative services to the Trust of a character described in Section 26(a)(2)(C) of the Investment Company Act of 1940, and to the extent that such services are in addition to, and do not duplicate, the services to be provided hereunder by the Trustee, First Trust Advisors L.P. shall receive, in arrears, against a statement or statements therefor submitted to the Trustee monthly or annually an aggregate annual fee in the per Unit amount set forth in Part II of the Trust Agreement for the Trust, calculated based on the largest number of Units outstanding during the calendar year, except during the initial offering period as determined in Section 4.01 of this Indenture, in which case the fee is calculated based on the largest number of Units outstanding during the period for which the compensation is paid (such annual fee to be pro rated for any calendar year in which First Trust Advisors L.P. provides services described herein during less than the whole of such year). Such fee may exceed the actual cost of providing such services for the Trust, but at no time will the total amount received for such services rendered to unit investment trusts of which the Depositor is the sponsor in any calendar year exceed the aggregate cost to First Trust Advisors L.P. of supplying such services in such year. Such compensation may, from time to time, be adjusted provided that the total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase after the date hereof in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent of Shelter" or similar index, if such index should no longer be published. The consent or concurrence of any Unit holder hereunder shall not be required for any such adjustment or increase. Such compensation shall be paid by the Trustee, upon receipt of an invoice therefor from First Trust Advisors L.P., which shall constitute the representation by First Trust Advisors L.P. that the bookkeeping and administrative services for which compensation is claimed are properly compensable hereunder and that the aggregate cost incurred by First Trust Advisors L.P. of providing portfolio supervisory, evaluation and bookkeeping and administrative services hereunder was not less than the compensation claimed, upon which representation the Trustee may conclusively rely. Such compensation shall be charged against the Income and/or Capital Accounts in accordance with Section 3.05. If the cash balance in the Income and Capital Accounts shall be insufficient to provide for amounts payable pursuant to this Section 4.03, the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 4.03. Any moneys payable to First Trust Advisors L.P. pursuant to this Section 4.03 shall be secured by a lien on the Trust prior to the interest of Unit holders, but no such lien shall be prior to any lien in favor of the Trustee under the provisions of Section 6.04 herein.

  • Consulting Services 7. Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Consulting Compensation In consideration for the services to be provided by the Consultant pursuant to Section 1, above, the Consultant shall be compensated as follows:

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition.

  • Fees and Compensation Managers and Officers may receive such compensation and fees, if any, for their services, and such reimbursement for expenses, as may be determined by resolution of the Board.

  • Transitional Services Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

Time is Money Join Law Insider Premium to draft better contracts faster.