Compensation Agreements. 17 Section 4.12
Compensation Agreements. Following the Effective Time, Kimco shall honor in accordance with their existing terms all written employment, change in control, and other compensation agreements, policies and arrangements disclosed in Section 5.16(a) of the MART Disclosure Letter. As of the Effective Time, MART shall pay (i) the benefits owed to the participants under MART's Cash Bonus Plan, and (ii) the termination amounts owed to each of F. Xxxxxxx Xxxxxx and Xxxx X. Xxxxxxxx pursuant to their respective employment agreements with MART in the event each resigns from his employment or such employment is terminated at the Effective Time. Kimco agrees to honor any existing obligation to pay terminated MART employees for properly accrued vacation in accordance with MART policy in connection with their termination. In the event any employees of MART entitled to participate in MART's Development/Redevelopment Bonus Plan, as described in Section 5.16(a) to the MART Disclosure Letter, are terminated by Kimco prior to the completion of a development or redevelopment project, Kimco agrees to pay any such employees the bonus such employees would have been entitled to under the Development/Redevelopment Bonus Plan described in Section 5.16(a) to the MART Disclosure Letter as if such project had been completed as of the employment termination date.
Compensation Agreements. Prior to entering into or modifying any compensation agreements for key officers or directors of either Guarantor or any their respective Subsidiaries, each Guarantor shall provide the terms thereof to the Agent, and such terms must be satisfactory to the Agent, acting reasonably.
Compensation Agreements. 15 Section 3.29 Director and Officer Indemnification................ 15 Section 3.30 Documents and Written Materials..................... 16 Section 3.31
Compensation Agreements. Following the Effective Time, subject to the provisions of Section 6.5(e) hereof, the Buyer and its Affiliates shall honor and shall cause its subsidiaries to honor in accordance with their terms all written employment, termination, severance, change in control, and other compensation agreements all as disclosed in Section 6.5(d) of the Seller Disclosure Schedule. Seller shall use its best efforts to obtain from each of the individuals named in Section 6.5(d) of Seller Disclosure Schedule an agreement (a "Settlement Agreement") to accept in full settlement of his or her rights under the specified programs the amounts and benefits determined under his or her Settlement Agreement (the aggregate amount of such payment to be specified in Section 6.5(d) of Seller Disclosure Schedule) and pay such amounts to such individuals who are employed at the Effective Time. As to, and only as to, each individual who enters into a Settlement Agreement, Buyer acknowledges and agrees that (i) the Merger constitutes a "Change of Control" or "Change in Control" for all purposes pursuant to such agreements, plans and arrangements and (ii) in light of Buyer's plans relating to management assignments and responsibilities with respect to the business of Buyer from and after the Effective Time, each director or officer or employee who is a party to, or is otherwise subject to, any such agreement will, upon consummation of the Merger, be considered to have terminated employment thereunder and receive the severance or other similar benefits as if there was a termination of employment for "Good Reason," "involuntary termination," constructive discharge, (including, but not limited to, demotion or reduction in compensation) or other similar events, regardless of whether such termination of employment has occurred or subsequently occurs. Any director or officer or employee of Seller who is a party to a Settlement Agreement shall be entitled to receive the benefits payable or to be otherwise provided under such Settlement Agreement as a result of such deemed termination on the. Closing Date, and Buyer agrees to provide the non-cash benefits provided in the Settlement Agreement; provided, however, that prior to payment, the employee executes and delivers to Seller an instrument in form and substance reasonably satisfactory to Buyer and Seller releasing Buyer and its Affiliates from any further liability for monetary payments under such agreement. In the case of any employee whose employme...
Compensation Agreements. Except as set forth in Section 4.11 of the Company Letter, neither the Company nor any of its Subsidiaries is a party to any oral or written agreement or plan, including any employment agreement, severance agreement, stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan (collectively, the "Compensation Agreements"), pension plan (as defined in Section 3(2) of ERISA) or welfare plan (as defined in Section 3(1) of ERISA), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in Section 4.11 of the Company Letter, no holder of any option to purchase Shares, or Shares granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares as a result of the transactions contemplated by this Agreement. Section 4.11 of the Company Letter sets forth (i) for each officer, director or employee who is a party to, or will receive benefits under, any Compensation Agreement as a result of the transactions contemplated herein, the total amount that each such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement are consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company or its Subsidiaries from each officer, director or employee of the Company and its Subsidiaries.
Compensation Agreements. (a) The parties must negotiate and each use reasonable endeavours acting in good faith to agree the Compensation Agreements as soon as practicable after the date of this agreement on the basis of the following principles (provided that this agreement, including the principles below are a deemed compensation agreement for the Mining Tenements on and from Completion until the parties have formally agreed the Compensation Agreements):
Compensation Agreements. All deferred compensation agreements, incentive compensation agreements, executive life insurance agreements and executive life insurance policies to which the Company or NDI is a party shall have been assigned by the Company or terminated in their entirety, and all conditions precedent in relation thereto shall have been satisfied.
Compensation Agreements. Except as set forth in Section 4.11 of the Company Letter, no Company Plan and no Compensation Agreement (as defined in Section 9.3) provides that any benefit will be increased, or the vesting or payment of any benefit will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or that the value of any benefit will be calculated on the basis of any of the transactions contemplated by this Agreement. Section 4.11 of the Company Letter sets forth (i) for each person who will receive benefits under any Company Plan or Compensation Agreement as a result of the transactions contemplated by this Agreement, the total amount that such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement were consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company from each officer, director, or employee or consultant of the Company.
Compensation Agreements. Section 3.11(a) Confidentiality Agreement......................................................................Section 5.1
