Conversion of Employer to a For-Profit Corporation Sample Clauses

Conversion of Employer to a For-Profit Corporation. In the event that Employer becomes a For-Profit Corporation during the term of this Agreement, Employer agrees to negotiate with Employee in good faith with respect to: (1) the grant to Employee of long-term incentives related to the equity of Employer as a For-Profit Corporation consistent with such equity grants to comparable executives made by corporations engaged in similar businesses to that of Employer; and (2) the adjustment of the terms of this Agreement as is appropriate as a result of Employer’s status as a For-Profit Corporation; provided that the total compensation and other benefits available to Employee under this Agreement are not reduced in the aggregate or adversely affected as a result of such adjustment. For purposes of this Section 5, Employer shall be deemed to be a For-Profit Corporation if it converts from a not-for-profit member-owned corporation to a for-profit shareholder-owned corporation. Further, upon Employer’s adoption of a stock option or similar equity incentive plan, Employer shall grant Employee options to purchase shares of its common stock, or other equity awards, in amounts and subject to such terms as determined by the Board in its sole discretion; provided, however, that the amount of options, or other equity awards, and the terms and conditions of such options, or other equity awards, shall be substantially similar to (and not less favorable to Employee than under) the proposed equity plan that was presented to the Board at its September 28, 2006 meeting. Options granted to Employee under such a plan shall provide, among other things, that options, or other equity awards, shall vest upon Employee’s retirement after attaining age sixty-five (65), or upon the occurrence of a Change in Control (as defined in Section 9 below), and all vested options may thereafter be exercised by Employee for the remainder of their term. The provisions of the foregoing sentence shall survive the expiration of the term of this Agreement.
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Related to Conversion of Employer to a For-Profit Corporation

  • Compensation of Executive (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.

  • Compensation of Employee Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee's services hereunder, compensation as follows:

  • REGISTERED RETIREMENT SAVINGS PLAN 1. In this Article:

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).

  • Compensation of Employees Compensate its employees for services rendered at an hourly rate at least equal to the minimum hourly rate prescribed by any applicable federal or state law or regulation.

  • Compensation Upon Termination of Employment If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:

  • Public Employees Retirement System “PERS”) Members. For purposes of this Section 1, “employee” means an employee who is employed by the State on August 28, 2003 and who is eligible to receive benefits under ORS Chapter 238 for service with the State pursuant to Section 2 of Chapter 733, Oregon Laws 2003.

  • Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.

  • Reporting of Total Compensation of Subrecipient Executives I. Applicability and what to report. Unless you are exempt as provided in paragraph [4.]of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if—

  • Developer Compensation for Emergency Services If, during an Emergency State, the Developer provides services at the request or direction of the NYISO or Connecting Transmission Owner, the Developer will be compensated for such services in accordance with the NYISO Services Tariff.

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