Davis Clause Samples

Davis. Short, the Class Representatives, and each Class member who receives a payment pursuant to the Settlement Agreement shall be solely responsible for any income or other taxes, interest, or penalties owed with respect to any payment to him or her as a result of the Lawsuit, including without limitation any payments referred to above.

Davis. Charles R. ▇▇▇▇▇

Davis. On July 25, 2017, pursuant to the terms of the merger agreement, First Financial entered into an Employment and Non-Competition Agreement with its current Chief Executive Officer, Claude E. Davis, effective upon consummation of the merger, pursuant to which Mr. Davis will serve as the Executive Chairman of the board of directors of the combined company (the “Davis Employment Agreement”). Upon consummation of the merger, Mr. Davis’ prior employment agreement pursuant to which he served as Chief Executive Officer of First Financial and First Financial Bank will terminate. The Davis Employment Agreement has an initial term of three years and entitles Mr. Davis to an initial annual base salary of $776,900. Upon expiration of the three-year term, Mr. Davis shall voluntarily resign his employment with First Financial but shall not resign his position on the board of directors. Mr. Davis is eligible to participate in First Financial’s Annual Short-Term Incentive Plan (with a target incentive amount equal to 60% of Mr. Davis’ annual base salary) and other employee benefit plans offered generally to First Financial’s executive officers. During the first two years of the employment term, Mr. Davis is further eligible to receive long-term incentive awards with a target award opportunity having a value equal to 110% of annual base salary. Long-term incentive awards during the third year of employment shall be determined at the discretion of First Financial’s board of directors. If Mr. Davis remains employed through the three-year term and, thereafter, resigns his employment as required by the Davis Employment Agreement, all outstanding time-based restricted stock awards that have not yet vested shall immediately vest notwithstanding any later vesting date provided in the applicable award agreement. Subject to certain terms and conditions, in the event Mr. Davis remains employed through the term of his employment agreement, terminates his employment for Good Reason, or is terminated by First Financial without Cause (as each such term is defined in the Davis Employment Agreement), he shall be entitled to outplacement assistance, COBRA coverage, and a severance compensation payment payable over a 24-month period equal to (i) two years of base salary plus (ii) the lesser of (x) two and one-half times Mr. Davis’ target incentive amount under First Financial’s Annual Short-Term Incentive Plan (set at 60% of Mr. Davis’ annual base salary) or (y) two times the three year aver...

Davis. The pay▇▇▇▇ ▇▇▇ll be ▇▇▇▇ ▇▇ wire transfer to the "Davis, Graham & Stubbs LLP Cli▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Ac▇▇▇▇▇" (the "Account") in accordance with the wire transfer instructions attached hereto as EXHIBIT A. Upon receipt of the Payment, Counsel for EIA, OGA, PAC, S. Davis and H. Davis agrees to ▇▇▇▇▇▇ recei▇▇ ▇▇ ▇▇e Payment by sending an email to counsel for SARC (at pmoore@ctdk.com) acknowledging ▇▇▇▇▇▇▇ ▇▇ ▇▇e Payment.

Davis. Effecti▇▇ ▇▇▇▇ the l▇▇▇▇ ▇▇ the receipt of Payment into the Account or delivery of the Transfer of Interests to SARC, then EIA, OGA, PAC, S. Davis and H. Davis, for the▇▇▇▇▇▇▇ and f▇▇ ▇▇▇▇▇ successors, heirs, assigns, agents, representatives, officers, directors, and employees, completely, unconditionally and forever RELEASE, ACQUIT AND DISCHARGE SARC AND SAC, together with their respective successors, heirs, assigns, representatives, agents, affiliated entities, employees, attorneys, officers, directors, and partners, of and from any and all actions, causes of action, claims, contracts, debts, demands, liabilities, losses and damages of every kind and nature whatsoever, whether known or unknown, including but not limited to, those which were made, may have been made or could have been made in the Lawsuit, or which in any manner relate to any and all other transactions, communications and other dealings between the Parties prior to the date of this Agreement. This release shall be a full general release. Notwithstanding the foregoing, nothing contained in this Paragraph No. 4 shall constitute a release of SARC and SAC from complying with the terms and conditions of this Agreement.

Davis. ▇▇▇ ▇▇rties ▇▇▇▇ ▇o enter into this Agreement to resolve all claims, counterclaims, allegations and defenses which they had against each other in the Lawsuit and arising out of all other transactions, communications and other dealings between the Parties to the date of this Agreement regardless of whether the factual basis of such claims is fully known or appreciated.

Davis. XYBERNAUT CORPORATION

Davis. Ms. Wilderotter rece▇▇▇▇ a ▇.▇. ▇▇▇▇▇▇ ▇▇ Economics and Business Administration from Holy Cross College. ------------------------------------------------------------------------------------------------------------------ James R. Weaver ▇▇. ▇▇▇▇▇▇ ▇▇ined Parent as ▇▇▇▇▇▇▇▇▇, Government Services Division in President May 1998, became President, U.S. Operations in August 2000 and President in January 2002. From June 1997 until May 1998, Mr. Weaver served as Vice President, Government Solutions of BDM International, Inc., an information technology company, where he was responsible for strategic planning, policy and procedure development, client base expansion and overall business planning and development. From March 1995 until June 1997, he served as National Program Director, Public Sector for Unisys Corporation, an information technology company. Mr. Weaver received a B.A. ▇▇ ▇▇▇▇▇▇▇ogy from California University of Pennsylvania. ------------------------------------------------------------------------------------------------------------------ Laura B. DePole ▇▇. ▇▇▇▇▇▇ ▇▇s served as Pa▇▇▇▇'▇ ▇▇▇ior Vice President, Chief Financial Senior Vice President, Officer, Secretary and Treasurer since January 2000 and Chief Accounting Chief Financial Officer, Officer since August 1997. Ms. DePole previously serve▇ ▇▇ ▇▇▇▇▇r Vice Secretary and Treasurer President, Finance from April 1999 to January 2000. From October 1998 to April 1999, Ms. DePole was Vice Preside▇▇, ▇▇▇▇▇▇e and from August 1997 to October 1998, Ms. DePole was also the Cor▇▇▇▇▇▇ ▇▇▇troller of Parent. From July 1988 through July 1997, Ms. DePole held various pos▇▇▇▇▇▇ ▇▇ Ernst & Young LLP, an international public accounting firm. Ms. DePole received a B.S. in Accounting from San Francisco State University and is a Certified Public Accountant. ------------------------------------------------------------------------------------------------------------------ Stephen McCarty ▇▇. ▇▇▇▇▇▇▇ ▇oined Parent a▇ ▇▇▇▇▇▇ ▇▇ce President, Human Resources Senior Vice President, Management in October 1998. From January 1998 to October 1998, he served Human Resources as a Vice President of Renaissance Worldwide, Inc., a consulting firm. From Management February 1993 to January 1998, he served as a Vice President of Arthur D. ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇. ▇▇Carty received a B.A. ▇▇ ▇▇▇▇▇▇▇ogy from State University of New York at Plattsburgh and an M.S. in Industrial/ Organizational Psychology from Rensselaer Polytechnic Ins...