KEESA definition
Examples of KEESA in a sentence
Nothing contained in this Agreement shall be deemed to supersede any of the obligations, agreements, provisions or covenants of the Company or the Executive contained in the KEESA.
This Agreement constitutes the entire understanding among the Company, the Parent and the Employee relating to employment of the Employee by the Company and, except as provided in Section 1 hereof, with respect to Company's ongoing obligations under Section 5(c) of the KEESA and the second paragraph of Section 4(c)(ii) of the Employment Agreement, supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.
At the request of the Company prior to a Change in Control of the Company, the Executive will execute a revised form of the KEESA so long as such revised form is substantially the same as the form then in effect for other senior executives of the Company, including without limitation a revised form that reflects changes that the Company determines are appropriate to comply with regulations under Section 409A.
Anything in this Agreement to the contrary notwithstanding, if there is a Change in Control of the Company (as defined in the KEESA) at a time that the KEESA is in effect, then the rights and obligations of the Company and the Executive in respect of the Executive’s employment shall be determined in accordance with the KEESA rather than under this Agreement.
For each subsequent calendar year, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Executive such additional amounts then due as required by Section 9(c) of the KEESA on March 15th (or as soon as practicable thereafter) of the following calendar year.
The Existing KEESA is superseded in its entirety by this Agreement and the Existing KEESA shall, as of the date hereof, be of no further force or effect.
This Agreement shall be subject in all respects to the provisions of the KEESA.
This Agreement (other than Subsection 4(C)(ii) and Section 5 hereof) shall terminate upon a Change in Control of the Company, as defined in the KEESA.
Executive acknowledges that he is not, as of the date hereof, entitled to any benefits under the Existing KEESA.
The Company shall not be obligated to provide a gross-up payment pursuant to Section 9(c) of the KEESA if such gross-up is attributable to the inaccuracy of any representation made in Section 3(a) of this Agreement.