Retention Arrangement definition

Retention Arrangement means any written agreement executed by the Company (or its applicable Subsidiary) and an Optionholder on or prior to the Closing Date, pursuant to which such Optionholder has agreed to waive a portion of his or her Option Consideration (to be applied to reduce such Optionholder’s Closing Option Payment only).
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Retention Arrangement means any cash or equity-based bonus or incentive that becomes payable or vests based on continued services through one or more specified dates or events or upon a change in control or similar transaction.
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Retention Arrangement means any transaction, retention, change in control, or “stay” bonus, payment or award, or any similar arrangement, which is payable by an Acquired Entity, or Fund Entity, or any of their respective Subsidiaries, in each case, in connection with or after the Closing, including, for the avoidance of doubt, the Plans set forth on Section 1.1(a)(IX) of the Disclosure Schedules.
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Examples of Retention Arrangement in a sentence

  • If the Executive fails to provide timely notice to the Company substantially in form of the notice attached hereto as Exhibit A, the Executive will be deemed to have elected Retention Arrangement No. 1 described in the form of notice attached as Exhibit A.

  • Any options granted in connection with the ------------- applicable Retention Arrangement set forth on Exhibit A attached hereto shall be subject to the terms and conditions set forth in Exhibit B attached hereto and made a part hereof.

  • Subject to the eligible Transferred Company Employee’s satisfaction of the conditions to receipt of payment under the applicable Retention Arrangement (including the execution, delivery and non-revocation of a release of claims), Purchaser shall timely satisfy the Retention Payment obligations under the Retention Arrangements in accordance with the details set forth on the Retention Spreadsheet.

  • It is further anticipated that each of Glen Parsons, John Horsburgh, and Ron Ho may remain Mariana Directors after the Effective Date during the transitional period in order to assist with the continued operation of Mariana on terms to be agreed (in the case of Glen Parsons and, if relevant, in addition to his Retention Arrangement).

  • Notwithstanding anything to the contrary in the immediately foregoing paragraph of this Section 3, the execution of this Agreement, together with the NCA and the MAA, in no manner modifies the obligation related to payment to the Executive of the “Closing Bonus” referenced in the Retention Arrangement Letter.

  • As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Morgan Stanley has (in its capacity as independent financial adviser to the Independent GoCo Group Directors for the purposes of Rule 3 of the Code) reviewed the terms of the Retention Arrangement and has confirmed that, in its opinion, the Retention Arrangement set out above is fair and reasonable as far as the GoCo Group Shareholders are concerned.

  • Any options granted in connection with the applicable Retention Arrangement set forth on Exhibit A attached hereto shall be subject to the terms and conditions set forth in Exhibit B attached hereto and made a part hereof.

  • As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Xxxxxx Xxxxxxx has (in its capacity as independent financial adviser to the Independent GoCo Group Directors for the purposes of Rule 3 of the Code) reviewed the terms of the Retention Arrangement and has confirmed that, in its opinion, the Retention Arrangement set out above is fair and reasonable as far as the GoCo Group Shareholders are concerned.

  • In no event shall Buyer be responsible for reimbursing Seller more than (i) 50% of the aggregate Retention Arrangement Payments made by Seller pursuant to Parts (A)(1) and (A)(3) of Schedule 5.08(c) or (ii) the amount equal to the difference between $1,050,000 and the aggregate amount paid by Buyer pursuant to Part A(2)(b) of Schedule 5.08(c).

  • Buyer shall provide the DRS Sellers and the Company with sufficient information regarding each New Retention Arrangement to enable the DRS Sellers and the Company to obtain stockholder approval of any compensation payable under each such New Retention Arrangement in accordance with the 280G Shareholder Approval Procedures.

Related to Retention Arrangement

  • Compensation Arrangement means any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

  • Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Change in Control Agreement means any plan, program, agreement, or arrangement under which the Corporation or a Subsidiary agrees to provide benefits to the Optionee in the event he or she is terminated following a Change in Control, as applicable to the Optionee at the relevant time.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Non-Exempt Severance Arrangement means a severance arrangement or other agreement between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.

  • Security Based Compensation Arrangement means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

  • Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.

  • Severance Agreement means the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

  • Prior Employment Agreement has the meaning set forth in the recitals hereto.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • legal arrangement means a trust or other similar arrangement;

  • Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Severance Plan means any severance plan maintained by the Company that is applicable to the Participant.

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

  • Qualifying Control Agreement means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Company Employee Agreement means any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other contract between any Group Company and any current or former employee, director or officer of such Group Company.

  • referral arrangement means any arrangement in which a registrant agrees to pay or receive a referral fee;

  • Foreign Benefit Arrangement means any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to by any Credit Party or any of its Subsidiaries.

  • Life-of-the-unit, firm power contractual arrangement means a unit participation power sales agreement under which a utility or industrial customer reserves, or is entitled to receive, a specified amount or percentage of nameplate capacity and associated energy from any specified unit and pays its proportional amount of such unit's total costs, pursuant to a contract:

  • Treasury Management Arrangement means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • Travel Arrangements means: (a) transportation: (b) accommodations: and (c) other specified services arranged by the Travel Supplier for the covered trip.

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Unit Price Arrangement means that part of the Contract that prescribes the product of a price per unit of measurement multiplied by a number of units of measurement for performance of the Work to which it relates;