Replaced with Sample Clauses

Replaced with. The Board also approved the following compensation package: You will receive a stock option grant of 300,000 unregistered options of common stock of the Company at an exercise price of $2.85 (which exercise price is not less than the closing price for the Company stock on the date of the Board approval of your appointment to the Board (January 4, 2010)), which options will vest 1/36 per month, over a three year period, with a term of a five (5) years, per the terms and conditions of the Company’s standard stock option agreement (which agreement includes accelerated (100%) vesting upon a Change in Control of the Company). In addition, you will receive a quarterly stock option grant, commencing with the Company’s fiscal fourth quarter ending February 28, 2011, equal to six-thousand (6,000) options per quarter in which you are a member of the Board on the last day of the quarter, which options (a) shall have an exercise price equal to the 10-day trading days before the last day of each fiscal quarter which the grant relates; and (b) shall have the same vesting period and term as described above. IN WITTNESS WHEREOF, the parties have executed this Amendment to Xxxxx Xxxxx’x Membership to the Board of Directors of Augme Technologies, Inc. as of March 16, 2011. ACCEPTED BY: ACCEPTED BY: Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Chairwoman Title: Director
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Replaced with. Unless otherwise provided in this section, the Executive shall become 50% vested in his Executive Retirement/Retention Award balance on the date he becomes Chief Executive Officer of the Company and fully vested in the remaining 50% of his Executive Retirement/Retention award balance upon his 62nd birthday, in each case provided he remains in continuous Service through such date.
Sample 1
Replaced with. The Executive and the Company agree that the terms and conditions of this Agreement shall govern the employment of the Executive in the Company as Senior Vice President Product Development. Xxxxxx International Germany is a wholly-owned subsidiary of Xxxxxx Software, Inc. which is the parent company of a multinational group of companies (such group of companies hereinafter referred to as the “Xxxxxx Group”). The Executive shall report to the CEO of the Xxxxxx Group, and for certain matters to the Audit Committee of the Board of Directors of the Xxxxxx Group, and shall be under the duty to keep the CEO and, for certain matters, the Board of Directors fully informed of all material matters which concern the area of responsibility of the Executive. Clause 2 – Duties Deleted: As Vice President Support of the Intentia Group the Executive is responsible for all operations in accordance with the division of responsibilities set out from time to time and in particular to carry out duties customary to a VP Support of a publicly listed company.
Sample 1
Replaced with. The Fixed Compensation includes remuneration for traveling time and any Board assignments in the Company or any Associated Companies (see Clause 2, Paragraph 6) as well as for any results of his work including intellectual property rights unless statutory laws require an additional compensation. Any overtime work shall be deemed to be compensated by the Fixed Compensation. Deleted: This Fixed Compensation shall be subject to annual review as per January, beginning 2006.
Sample 1
Replaced with. This Fixed Compensation shall be subject to annual review by the Xxxxxx Board of Directors – Compensation Committee. Clause 8 – Variable Compensation – is deleted in its entirety and replaced with the following: The Executive, while in the employment of the Company, is entitled to participate in the Company’s discretionary compensation plan, which relates to corporate performance, from time-to-time in force. The Variable Compensation amount shall be up to EURO 158,302 based on the Executive’s achievement of his annual incentive agreement (see Attachment 1) as communicated to him by the CEO, which may contain both individual and company objectives assigned to him by the Board of Directors and/or CEO. The Variable Compensation and its parameters will be set annually. The Executive has no contractual or deferred entitlement to any form of Variable Compensation even it is has regularly or consistently been granted in the past.
Sample 1
Replaced with. 16.01 Each officer shall accumulate one (1) day (ten (10) hours for employees on a 10 hour work schedule, eight (8) hours for employees on an 8 hour work schedule) of sick leave for each calendar month or major portion thereof of service until a total of nine hundred and sixty (960) hours of sick leave has been accumulated. Upon authorization of the City Manager, an extension of sick leave up to the number of days an officer had accumulated when the officer first became sick, may be allowed. Any such extension will be debited against the officer's future sick leave accumulation. Sections 9.01 & 9.02 replaced with:
Sample 1

Related to Replaced with

  • Amendments; Termination Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof.

  • Termination Due to Change of Control A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Combination The available modifications and combinations of Class M Notes to be exchanged for MAC Notes, and vice versa, shown in Appendix II. Commission: The United States Securities and Exchange Commission.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Combination and Split Up The Depositary, subject to the terms and conditions of this Deposit Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the applicable fees and charges set forth in Section 5.9 hereof and Article (9) of the Receipt, execute and Deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates (a) Subject to the provisions of Section 11(a)(ii) and Section 13 hereof, at any time after the Close of Business on the Distribution Date, and prior to the Expiration Date, any Rights Certificate(s) (other than Rights Certificates representing Rights that have been redeemed or exchanged pursuant to Section 22 or Section 23 hereof) representing exercisable Rights may be transferred, split-up, combined or exchanged for another Rights Certificate(s), entitling the registered holder to purchase a like number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as the Rights Certificate(s) surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split-up, combine or exchange any such Rights Certificate(s) must make such request in writing delivered to the Rights Agent, and must surrender the Rights Certificate(s) to be transferred, split-up, combined or exchanged, with the forms of assignment and certificate contained therein duly executed, at the office or offices of the Rights Agent designated for such purpose. The Rights Certificates are transferable only on the registry books of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have (i) completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate, (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner and the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent shall reasonably request and (iii) paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split-up, combination or exchange or Rights Certificates as required by Section 9(d) hereof. Thereupon the Rights Agent shall, subject to Section 11(a)(ii), Section 13 and Section 23 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested registered in such name or names as may be designated by the surrendering registered holder. The Rights Agent shall promptly forward any such sum collected by it to the Company or to such Person or Persons as the Company shall specify by written notice. The Rights Agent shall have no duty or obligation unless and until it is satisfied that all such taxes and charges have been paid.

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