ROSENTHAL. Directors shall cease to constitxxx x xxxxxxxx xx xhe Board of Directors. The previous sentence will not apply if the election, or the nomination for election by the Company's stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.
ROSENTHAL. 2.27 UNDERPAYMENT - see Section 4.
ROSENTHAL. 3) the Executive resigns for xxx xxxxxx, xxxx xr without the occurrence of an event that constitutes Good Reason, at any time during the period beginning on the date six (6) months after the Change of Control Date and ending at 5 pm Houston time on the date twelve (12) months after the Change of Control Date; or
ROSENTHAL. 4.2 If Employment Has Lasted Six Months or Xxxx: Xx (x) xxx Xxcounting Firm makes an Excise Tax Applicability Determination, and (ii) the Termination Date occurs six (6) months or more after the stating date of the Employment, then:
ROSENTHAL. Executive. The Executive xxxxx xxxxx xxxx xxan to the Company together with interest at the applicable federal rate provided for in Section 1274(d) of the Code. (B) No such loan shall be deemed to have been made, however, and no amount shall be payable by the Executive to the Company, if and to the extent that such deemed loan and payment would not either (i) reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code, or (ii) generate a refund of such taxes.
ROSENTHAL. THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BXXXXXX XXXXXXXXXXX OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed to be effective as of December 30, 2002 (the "EFFECTIVE DATE").
ROSENTHAL. BINDVIEW CORPORXXXXX EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made between BindView Development Corporation, a Texas corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement, when executed by both the Executive and the Company, is effective as of the date written on the signature page ("EFFECTIVE DATE"). This Agreement replaces and supersedes any and all prior employment agreements between the Company and the Executive, but does not supersede or replace stock-option agreements, Benefit-related agreements, and the like. 1.
ROSENTHAL or the right to vote for or appoint a xxxxxxxx xx xxx xxxrd of directors or other governing body of such Person.
ROSENTHAL. (b) The terms "
ROSENTHAL office in the Company (e.g., vice presxxxxx xx xxxxxx xxxe president), then the such more senior office shall be deemed the Office for all purposes hereunder.
