Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”).
Retention Benefits. Dear Xxx: In recognition of the importance of your services to Xxxxxxx Neurosciences, Inc. (the “Company”), I am pleased to inform you that you have been selected to participate in a retention program designed to retain employees like you, who are critical to achieving the Company’s business objectives and maximizing the Company’s value to stockholders. This retention program provides the following benefits, and is subject to the following terms and conditions:
Retention Benefits. If the Executive is employed by the Employer or VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment Period, he would earn a Total Retention Benefit equal to two hundred percent (200%) of his 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Period, provided, that the Executive is so employed as of the final day of the Retention Benefit Payment Period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 day period for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment Period. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.
Retention Benefits. In addition to the economic benefits that you are eligible to receive under either the Executive Severance Benefit Plan or the Change of Control Agreement, as applicable, and as an incentive for you to remain employed by NitroMed until the earlier of (i) July 15, 2008, (ii) termination of your employment in the sole discretion of NitroMed (the actual date of separation being deemed the “Separation Date”) or (iii) termination under the Change of Control Agreement (including, without limitation, a “Good Reason” termination pursuant to Section 1.4 thereof), NitroMed is also offering to provide you with the following Retention Benefits:
Retention Benefits. Subject to Section 4.4 below, a Participant who is otherwise eligible to receive Retention Benefits under the Plan may be entitled to receive one or more of the following Retention Benefits, as specified in the Participant’s Notice of Eligibility, following his or her Qualifying Termination.
Retention Benefits. Following the Closing Date, Buyer shall be responsible for the payment of all amounts, including withholding taxes, payable pursuant to the provisions of any retention agreement entered into with any of the Transferred Employees by any Seller and listed on Schedule 4.4(e)(ii) (“Retention Agreements”); provided, however that Sellers shall reimburse Buyer for any amount reflected on Schedule 4.4(e)(ii) and labeled as either a (i) “Closing Retention Bonus” payable upon a change of control, or (ii) a “2007 Bonus” together with any applicable employer payroll taxes with respect to each such Closing Retention Bonus and 2007 Bonus. Such reimbursement shall be made within thirty (30) days of the Buyer providing Sellers with evidence of payment thereof and compliance with the payment obligations under the Retention Agreements (including, without limitation, a copy of the executed general release agreement with respect to each Transferred Employee listed on Schedule 4.4(e)(ii), each of which agreements shall be in a form reasonably satisfactory to Sellers). Buyer also shall provide such other information as Sellers shall reasonably request in order for Sellers to verify the payment of any such bonus and compliance with the payment obligations under the Retention Agreements. Buyer acknowledges and agrees that Sellers’ reimbursement obligations shall not extend to any amendments or changes to the Retention Agreements which increase the amounts payable thereunder.
Retention Benefits. Participants satisfying all of the eligibility requirements set forth in Article IV (Eligibility for Retention Benefits) shall be entitled to the following retention benefits:
Retention Benefits. Except as otherwise expressly provided in this Section 5(f), if the Executive remains continuously employed by the Company from the Amendment Effective Date through December 31, 2023, the Executive shall be eligible for the following payments and benefits (the “Retention Benefits”):
Retention Benefits. In the event that the Executive remains an employee of the Company through the expiration of the Transition Period or is terminated by the Company without Cause (as defined in the Employment Agreement) during the Transition Period, and subject to the execution and delivery of an effective and irrevocable general release and waiver of claims attached hereto as Exhibit A (the “Release”) within thirty (30) days following the date of Executive’s termination of employment, the Executive shall receive the following additional benefits:
Retention Benefits. Subject to Sections 4 and 8, below, as an inducement for you to continue your employment with the Company during the Retention Period; in exchange for your signing this Agreement and not revoking your acceptance of this Agreement; your compliance with your obligations under this Agreement (including Section 2, above); and your signing (no earlier than the Effective Date) and not revoking the Supplemental Release, a copy of which is attached as Exhibit A to this Agreement (the “Supplemental Release”), the Company will provide you with the following benefits:
