KERP Sample Clauses

KERP. Purchaser acknowledges that RMA Management Services, Inc. has implemented a Key Employee Retention Plan (as such shall be modified as described below, the "KERP") in order to provide certain employees with an incentive to remain committed to the business of the Seller Parties, both before and after the Closing. Each participant under the KERP (a "KERP Participant") has previously executed a letter agreement (individually, a "KERP Letter" and, collectively, the "KERP Letters") wherein such KERP Participant's benefits under the KERP are particularly described. Purchaser has previously been provided the forms of the KERP Letters in addition to a current listing (pursuant to Section 5.4 of the Seller Disclosure Letter) of the KERP Participants. For the benefit of the KERP Participants, Purchaser agrees and acknowledges that the KERP Letters shall be on the list of Assigned Contracts and Leases on Schedule 2.1(b) and Purchaser shall assume and discharge all liabilities (such liabilities to be Assumed Liabilities hereunder) arising under the KERP, irrespective of whether any particular KERP Participant is a Transferred Employee. Purchaser agrees that, prior to the Closing Date, RMA Management Services, Inc. shall execute and deliver a supplemental letter to each KERP Participant in order to effectuate a number of clarifications and modifications to the KERP and the KERP Letters, as follows: (i) first, the letter shall state that Purchaser agrees and acknowledges that the consummation of the transactions contemplated by this Agreement shall be deemed a "Sale" under the KERP Letters and shall therefore entitle the KERP Participants to receive the retention bonuses and, to the extent applicable, the health, welfare and severance benefits described in the KERP Letters and, in furtherance thereof, Purchaser shall assume and discharge all liabilities (such liabilities to be Assumed Liabilities hereunder) arising under the KERP irrespective of whether any particular KERP Participant is a Transferred Employee; (ii) second, the letter shall state that, after the Closing, any resignation of a KERP Participant as a result of such KERP Participant's refusal to relocate to a location that is either outside of a fifty (50) mile radius of, or more than a one-hour commute from, such KERP Participant's residential address shall, for purposes of the KERP Letters, be considered an involuntary termination without "Cause" (as defined in the KERP Letters); (iii) third, the letter sha...

KERP. Pursuant to the key employee retention program (KERP) granted to Buzogany in July of 2017, Buzogany shall receive $100,800 payable in five installments of $12,600 on July 31, 2017 (received), $12,600 on September 30, 2017, $12,600 on December 31, 2017, $12,600 on March 30, 2018 and $50,400 on March 30, 2019. Pursuant to the KERP granted to Buzogany, he shall also receive 52,277 shares of restricted stock with 26,138 shares vesting on March 30, 2018 and the other half 26,139 shares vesting on March 30, 2019 provided that Buzogany is an employee in good standing on each of the foregoing award dates, except that if Buzogany is terminated by Company without cause as defined in this Agreement, then all outstanding awards of stock and cash shall immediately vest and be payable by Company to Buzogany, as of the termination date, without further demand or action taken by Buzogany. To the extent legally permissible, the Company agrees that no taxes will be paid by either party until the shares of restricted stock have vested and the Company agrees to gross up and be responsible for payment of all applicable taxes on the shares of restricted stock and distribute net shares in the quantities stated above to Buzogany.

KERP. The Company has adopted a Key Employee Retention Program (“KERP”) which is intended to incentivize employees to remain employed by the Company for a defined period of time. The KERP is not set out in or evidenced by a written program document or instrument, but, rather, is provided to certain employees of the Company in the form of bonus retention agreements between the Company and those certain employees. Executive has been paid a bonus retention agreement that entitled Executive to a retention bonus amount (the “Retention Bonus”) as specified in the Second Amended and Restated Retention Bonus Agreement between the Company and Executive, dated as of the same date as the Amendment Date stated hereinabove (the “Retention Agreement”).

KERP. Executive shall be eligible to participate in a cash retention program adopted by the Company, subject to the terms and conditions set forth in definitive documentation, in the amount of $400,000.

KERP. The Company has adopted a Key Employee Retention Program (“KERP”) which is intended to incentivize employees to remain employed by the Company for a defined period of time. The KERP is not set out in or evidenced by a written program document or instrument, but, rather, is provided to certain employees of the Company in the form of bonus retention agreements between the Company and those certain employees. Executive shall be provided a bonus retention agreement in the form set forth on Exhibit A attached hereto (the “Bonus Retention Agreement”) that will entitle Executive to a retention bonus amount (the “Retention Bonus”) as specified in the Bonus Retention Agreement. In the event the Company does not pay Executive the Retention Bonus in accordance with the terms of the Bonus Retention Agreement, the Company agrees to pay liquidated damages to Executive in an amount equal to the Retention Bonus.