Comparable Offer means a binding offer of employment by the Company to the Executive on terms substantially the same as the terms of this Agreement, or on terms more beneficial to the Executive, including, without limitation, terms and provisions regarding (i) the Executive’s position, title, duties, authority, and responsibilities, (ii) base salary, annual bonus, options, restricted shares, severance payments and other compensation provided to the Executive, and (iii) health and medical, welfare, retirement, deferred compensation, perquisite, fringe benefit and other benefit plans in which the Executive will be eligible for participation.
Comparable Offer shall be an offer of employment that includes each of: (1) a geographic location of the principal place of employment that is within fifty (50) miles of the location of Employee’s principal place of employment as of the time immediately prior to the Change in Control, (2) a base salary not less than the base salary in effect immediately prior to the Change in Control, and (3) Employee serving with a title of General Counsel of Parent or Buyer following such Change in Control.
Comparable Offer has the meaning set forth in Section 5.3(a).
Examples of Comparable Offer in a sentence
Any such Comparable Offer shall be conditioned on such Specified U.S. Employee remaining employed by Seller or an Affiliate of Seller through the Initial Closing Date.
Employee does not accept the Comparable Offer of Employment (a “Non-Transferred U.S. Employee”), the Purchaser Group or the Seller Group, as applicable, will terminate the employment of the Non-Transferred U.S. Employee as of or promptly after the Closing Date.
To the best of the knowledge of Alaris and the Consortium, the dealings of the providers of Irrevocable Undertakings Voting and the Irrevocable Undertakings Comparable Offer in Alaris securities during the six-month period prior to the Implementation Agreement Signature Date and the period from the Implementation Agreement Signature Date up to the Last Practicable Date are as set out in Annexure 7.
Purchaser and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee who does not become an employee of Purchaser or its Affiliates because such Business Employee does not accept an offer of employment that is not a Comparable Offer or otherwise challenges such transfer of employment on the basis of any such offer.
The Keaton Energy Independent Board will appoint an independent expert (“Independent Expert”), as required in terms of section 114(2) of the Companies Act and as contemplated in regulations 87(5) and 110 of the Companies Regulations, to provide it with external advice in relation to the Proposed Transaction and the Comparable Offer, respectively, and to make appropriate recommendations to the Keaton Energy Independent Board in the form of a fair and reasonable opinion.
More Definitions of Comparable Offer
Comparable Offer has the meaning set forth in Section 6.4(a).
Comparable Offer means a comparable offer made or to be made to the holders of the Options in terms of section 125(2) of the Companies Act read with regulation 87(2) of the Companies Regulations, 2011 to the extent not waived by the Option Holders;
Comparable Offer means an offer of employment to the Participant with the Successor (as defined below) or the Employer, as applicable, on terms including (i) comparable position, (ii) at least the same base salary, and (iii) at least the same target annual bonus amount opportunity.
Comparable Offer means an offer of employment wherein the salary, bonus and overall compensation and benefits package (other than with respect to equity participation), job description and scope of duties (although not necessarily job title) are no less favorable than those applicable to the 2006 Employee Investor’s employment immediately prior to the Sale of the Company and pursuant to which the 2006 Employee Investor’s primary job location is within 25 miles of the individual’s primary job location immediately prior to the Sale of the Company.
Comparable Offer means an offer of employment or continued employment with the Employer, a successor or an acquirer that: (i) provides for no less favorable Base Pay and Bonus, in the aggregate, than the Base Pay and Bonus provided to the Covered Executive immediately prior to the Change of Control, (ii) provides for welfare and retirement benefits that are substantially comparable in the aggregate to those received by the Covered Executive immediately prior to the Change of Control, and (iii) does not require a relocation of the primary location from which the Executive works (which may include a home office) to a location that increases the Covered Executive’s normal commute by more than 50 miles. o) “Covered Executive” means the Company’s Chief Executive Officer and each other employee of an Employer who, at the time of the Change of Control, (i) is a Vice President or above and (ii) directly reports to the Company’s Chief Executive Officer, as well as any other employee of an Employer specifically designated by the Committee for participation in this Plan. p) “Deferred Compensation Plan” means the Calumet Specialty Products Partners, L.P. Executive Deferred Compensation Plan, as the same may be amended from time to time. q) “Disability” means (i) a Covered Executive’s inability to perform the essential functions of their position by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Covered Executive is, by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan of the Employer. r) “Employer” means, collectively, the Company, the General Partner, and each Affiliate which has adopted this Plan as a participating employer. An Affiliate may evidence its adoption of this Plan by a formal action of its governing body. An entity will cease to be a participating Employer as of the date such entity ceases to be an Affiliate. For purposes of determining the entity responsible for making payments hereunder to a Covered Executive, “Employer” shall mean the legal entity on whose payroll records the Covered Executive is listed. s) “ERISA” means the Employee Retirement Income Security Act of 1974, as amend...
Comparable Offer means an offer of employment or continued employment with the Employer, a successor or an acquirer that: (i) provides for no less favorable Base Pay and Bonus, in the aggregate, than the Base Pay and Bonus 2 provided to the Covered Executive immediately prior to the Change of Control, (ii) provides for welfare and retirement benefits that are substantially comparable in the aggregate to those received by the Covered Executive immediately prior to the Change of Control, and (iii) does not require a relocation of the primary location from which the Executive works (which may include a home office) to a location that increases the Covered Executive’s normal commute by more than 50 miles.
Comparable Offer means an offer of regular employment made by Buyer or a Subsidiary of Buyer to a Business Employee commencing on the Closing Date which offers a non-commissioned Business Employee a base salary equal to or greater than the base salary he or she was paid by Seller or a Subsidiary of Seller as of the date hereof or offers a commissioned Business Employee an on-target earnings opportunity equal to or greater than the on-target earnings opportunity he or she had with Seller or a Subsidiary of Seller as of the date hereof. Furthermore, to constitute a “Comparable Offer,” the terms of an offer must be substantially similar to the terms which Buyer or the applicable Subsidiary of Buyer, as the case may be, would normally offer to a new employee being hired for the same position with similar education and experience and located in the same geographic location, and Buyer or the applicable Subsidiary of Buyer, as the case may be, must (i) offer a Business Employee a position where, immediately following the Closing, the Business Employee’s principal place of work will be within thirty-five miles of the Business Employee’s principal place of work with Seller or a Subsidiary of Seller as of the date hereof, (ii) recognize the Service Date of such Business Employee for any benefits offered by Buyer or the applicable Subsidiary of Buyer, as the case may be, that relate to a start date of employment, (iii) provide credit for all vacation time and paid time off that such Business Employee accrued pursuant to the policies of Seller or a Subsidiary of Seller but did not forfeit or use prior to the Closing Date, and (iv) terms that comply with the provisions of Section 6.6(b) of this Agreement.