SEVERANCE AND RETENTION OBLIGATIONS Sample Clauses

SEVERANCE AND RETENTION OBLIGATIONS. Parent will retain all severance, change of control, retention and other similar obligations that arise prior to the Closing or with respect to terminations of employment that occur prior to the Closing Date or with respect to resignations by Transferred Employees (whether prior to or after the Closing Date) for "good reason" (within the meaning of the 2004 Severance Agreements) where events forming the basis for the claim of "good reason" occurred prior to the Closing Date (unless the event forming the basis for such claim of "good reason" consists of the terms of employment offered by Holdings). Parent also will retain (i) all employment, change of control, retention and similar agreements (and obligations thereunder) other than temporary employment contracts that are terminable without penalty at any time at the will of the employer with a term of less than one year and at an annual compensation rate of less than $75,000 and that provide for no payments of severance, (ii) all payments, bonuses or other obligations to provide compensation or benefits as a result of the occurrence of the transaction and (iii) all obligations to provide retention payments to Employees, including officer and non-officer Transferred Employees, pursuant to retention plans, policies or agreements in existence as of the Closing Date (including, without limitation, the 2004 Retention Bonus Plan) regardless of whether such obligations are or become payable prior to, on or after the Closing Date. After Closing, Holdings will adopt a general severance policy that will be in the aggregate substantially comparable to Section VII.A. of the Parent's Termination of Employment Corporate Policy Number 10.2, dated July 26, 2004 (which is attached hereto as Schedule 11.8 in its currently applicable form and the form applicable on and after such date) ("Holdings General Severance Policy"). Holdings will be responsible for all severance costs under the Holdings General Severance Policy with respect to Transferred Employees who are terminated by Holdings after Closing and under the 2004 Severance Agreements 'for any Transferred Employees who are officers immediately prior to Closing and who are terminated by Holdings after Closing. During the two year period after Closing, for all terminations of Transferred Employees who are not officers as of the Closing Date, Holdings shall provide severance benefits at a rate no lower than the maximum severance rate (within the -62- applicable severance ra...
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SEVERANCE AND RETENTION OBLIGATIONS. Section 11.8 is hereby amended by inserting the following language between the second and third sentences of such section: "Holdings may at any time prior to the payment of bonuses under the 2004 Retention Bonus Plan give written notice to Parent (the "BONUS ADVANCE NOTICE"), specifying (a) the names of Transferred Employees covered by the 2004 Retention Bonus Plan who desire to acquire securities of Holdings and to use all or any portion of their anticipated bonus award under the 2004 Retention Bonus Plan to pay the purchase price for such securities (each, an "ADVANCED EMPLOYEE"), (b) with respect to each such Advanced Employee, the amount of the bonus (which amount may not be larger than the aggregate bonus amount to be awarded to such Advanced Employee under the terms of the 2004 Retention Bonus Plan, as described on Schedule D-18 of Parent's Disclosure Memorandum) that (after reduction for anticipated income taxes payable upon the receipt of such bonus) will be used by such Advanced Employee to purchase Holdings securities (such amount, prior to reduction for anticipated taxes, such Advanced Employee's "GROSS ADVANCED BONUS AMOUNT"), (c) with respect to each Advanced Employee the amount of anticipated income taxes payable upon receipt of the Gross Advanced Bonus Amount (such Advanced Employee's "ANTICIPATED TAXES AMOUNT"), and (d) with respect to each Advanced Employee, an amount equal to the Gross Advanced Bonus Amount less the Anticipated Taxes Amount (the "NET ADVANCED BONUS AMOUNT"). Parent shall be entitled to rely upon the Bonus Advance Notice as evidence that the applicable Advanced Employee has consented to the payment to Holdings described in the next paragraph.
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Related to SEVERANCE AND RETENTION OBLIGATIONS

  • POST-TERMINATION OBLIGATIONS All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive's employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonably be required by the Holding Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

  • Severance Obligations In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Seller pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Seller shall be exclusively responsible for, and shall pay to such accepting employee, all severance benefits that may be due and owing such employee by reason of his or her employment with either the Seller or the Buyers based on Seller's severance policies as in effect on the Closing Date.

  • Non-Competition Obligations (a) Executive acknowledges and agrees that as an employee and representative of the Company, Executive will be responsible for building and maintaining business relationships and goodwill with current and future operating partners, investors, partners and prospects on a personal level. Executive acknowledges and agrees that this responsibility creates a special relationship of trust and confidence between the Company, Executive and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate these relationships and the goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.

  • Termination Obligations (a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to his services belong to Company and shall be promptly returned at the request of Company.

  • Assumption and Retention of Liabilities Pinnacle and OpCo intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants are to be assumed by OpCo or an OpCo Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo or another member of the OpCo Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants and (B) any individual who is, or was, an individual independent contractor, Director, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Pinnacle, any of its Subsidiaries, OpCo or an OpCo Group member, (iii) all Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member to take any action required by this Agreement to be taken prior to the Time of Distribution, and (iv) any other Liabilities expressly transferred to OpCo or an OpCo Group member under this Agreement. In accordance with Section 7.2 hereof, OpCo shall indemnify and hold harmless Pinnacle and each Pinnacle Group member against any Liabilities or obligations allocated to, or retained or assumed by, OpCo or any member of the OpCo Group pursuant to this Agreement.

  • Non-Competition Obligation Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity which is in a Competing Business for purposes of competing with the Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Severance Payments 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

  • Right to Severance Benefits The Executive shall be entitled to receive from the Company Severance Benefits, as described in Section 4.3, if the Executive has incurred a Qualifying Termination. The Executive shall not be entitled to receive Severance Benefits if his employment terminates (regardless of the reason) before the Protected Period (as such term is defined in Section 4.2(c)) corresponding to a Change in Control of the Company or more than twenty-four (24) months after the date of a Change in Control of the Company.

  • Exclusive Severance Benefits The Severance Benefits payable under Section 6.4(a) or the Change of Control Benefits payable under Section 6.4(b), if they become applicable under the terms of this Agreement, will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Company.

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