CIC Agreement Clause Samples

CIC Agreement. The Company and Employee agree that the CIC Agreement shall be null and void except as expressly set forth in this Employment Agreement and that the Employment Agreement fully supersedes and replaces the CIC Agreement except as expressly set forth herein. Further, the Company agrees to indemnify and hold harmless Employee from and against any claim, cause of action, liability or other damage arising out of or relating to any claim by the Internal Revenue Service that this Employment Agreement, including the indemnification obligation set forth in this Paragraph 1, results in payments or distributions to Employee by the Company to or for the benefit of Employee that would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties incurred by Employee with respect to such excise tax.

CIC Agreement. The CIC Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.

CIC Agreement. The Company and the Executive agree to treat the Executive’s retirement pursuant to Section 1 as a “Termination of Employment” (as defined in the CIC Agreement) for purposes of the CIC Agreement and, in connection with such Termination of Employment, the Company agrees to pay or provide to the Executive, in full satisfaction of the Company’s obligations under Sections 3.1, 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(e) of the CIC Agreement, the severance payments and benefits set forth on Exhibit A to this Separation Agreement. For the avoidance of doubt, Section 3.2(f) and 3.3 of the CIC Agreement are not modified by this Agreement.

CIC Agreement. On December 30, 2005, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the minimum amount set forth in Section 4(a)(ii) of the CIC Agreement, or if greater, two times the sum of the Executive’s (i) current annual salary plus (ii) annual bonus for 2005 (as provided for in Section 4(a)(ii) of the CIC Agreement). Such payment shall be subject to applicable tax withholding. Upon payment of such amount, the CIC Agreement shall terminate and be of no further force or effect, except that (a) Sections 4(a)(iv) (including the related definitions in Section 1 of the CIC Agreement) shall continue to apply to any Company stock options held by Executive as of the date hereof, (b) Sections 4(a)(iii) (relating to benefits continuation) and 4(a)(vi) (relating to outplacement services) (including the related definitions in Section 1 of the CIC Agreement) shall continue to apply upon Executive’s termination of employment to the extent provided in the CIC Agreement, provided that, in lieu of continuation of benefits described in Section 4(a)(iii), the Company shall pay Executive a cash payment of $30,000, less applicable taxes; (c) Section 5 of the CIC Agreement (relating to the “Gross-Up Payment”) shall continue to apply, (d) Sections 6, 7 and 11(b) of the CIC Agreement (relating to tax withholding and dispute resolution) and (e) Section 15 of the CIC Agreement (relating to covenants not to solicit Company clients and employees and confidential information) shall continue to apply during Executive’s employment and following any termination thereof, in each instance as if such provisions of the CIC Agreement were fully set forth herein.