Xxxxxxx Employment Agreement. The Xxxxxxx Employment Agreement (as defined in Purchase Agreement) shall not have been rescinded by Purchaser and shall be in full force and effect.
Xxxxxxx Employment Agreement. The Xxxxxxx Employment Agreement shall have been executed and delivered by all of the parties thereto and shall be in full force and effect.
Xxxxxxx Employment Agreement. The Xxxxxxx Employment Agreement will be in full force and effect, and Xxxxxxx will not have indicated any intention of not fulfilling his obligations under the Xxxxxxx Employment Agreement.
Xxxxxxx Employment Agreement. Buyer shall have received a copy of an Employment Agreement, between the Surviving Corporation and Xxxxx X. Xxxxxxx, substantially in the form attached hereto as Exhibit J, duly executed by each of the Surviving Corporation and Xx. Xxxxxxx.
Xxxxxxx Employment Agreement. Buyer having delivered to Xxxxxxx an executed copy of the employment agreement between Buyer and Xxxxxxx, substantially in the form of Exhibit A (the “Xxxxxxx Employment Agreement”).
Xxxxxxx Employment Agreement. Fiserv and Clearing shall have entered into an Employment Agreement with Xxxxxx Xxxxxxx as president of Clearing. (k)
Xxxxxxx Employment Agreement. Xxxxx Xxxxxxx shall have executed and delivered an employment agreement (the "X. Xxxxxxx Employment Agreement") with NWCB and the other agreements in the form of Exhibit B attached hereto.
Xxxxxxx Employment Agreement. Xxxxxxx and the Buyer shall enter into an employment agreement, in form and substance reasonably acceptable to Xxxxxxx and the Buyer (the "Xxxxxxx Employment Agreement"). The Xxxxxxx Employment Agreement will be for a term of two Annual Periods. Xxxxxxx will be entitled to an annual salary of $450,000 during the first two Annual Periods, during which time the Xxxxxxx Employment Agreement cannot be terminated by the Buyer without "cause", as defined therein. If Xxxxxxx terminates the Xxxxxxx Employment Agreement on or before the end of the first Annual Period or the second Annual Period other than for cause or "good cause", as defined therein, he will be required to repay to the Buyer $500,000 or $300,000, respectively, of his allocable portion of the Buyout Price. The Xxxxxxx Employment Agreement will automatically renew for a third year (the "Renewal Period"), with an annual salary of $450,000, if the Buyer has a "run rate" resulting from new business (and additional services under existing contracts) commencing between October 1, 1998 and October 1, 2000, inclusive, and for which no notice of cancellation or non-renewal has been given on or before October 1, 2000, but excluding (i) renewals (including amendments, restatements or replacements) of contracts in force as of October 1, 1998 and (ii) contracts which will expire by their terms absent notice of intent to renew on or before October 1, 2000 (and with respect to which no notice of intent to renew has been given) (the "Two Year New Business"), of $15,000,000 or more projected for the fiscal year ending September 30, 2001. The "run rate" is to be computed by projecting, on or about October 1, 2000, EBITDA of the Buyer resulting from the Two Year New Business for the fiscal year ending September 30, 2001. The "run rate" will be determined by the Buyer in good faith and consistent with the methodology used for computing the EBITDA Run Rate. There will be a provision for resolving disputes as to the computation of the "run rate", consistent with the provisions of Section 3.3(c) of the Asset Purchase Agreement, as amended by this Amendment. If the Buyer does not achieve the requisite "run rate", then the Buyer will have the option of renewing the Xxxxxxx Employment Agreement for the Renewal Period, at an annual salary to be determined by Xxxxxxx and the Buyer in good faith. The Xxxxxxx Employment Agreement will contain a reasonable non-compete provision.
Xxxxxxx Employment Agreement. Xxxxxxx and the Buyer shall enter into the Xxxxxxx Employment Agreement on the terms and conditions set forth in Section 3.5 of this Amendment.
Xxxxxxx Employment Agreement. Unless the Company and the Executive otherwise agree in writing, any calculation required under this Section 8.9 shall be made in writing by the Company’s then independent public registered accounting firm (the “Accountants”), whose calculation shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of calculating the Executive’s options under this Section 8.9, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8.9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.9.
