Employee Retention Agreements. The employees identified on Section 8.02(f) attached hereto shall have executed and delivered retention agreements with the Company, which shall include customary restrictive covenants;
Employee Retention Agreements. 64 5.16 Parent Stock Sale Agreement............................................................................ 65 5.17 Indemnification of Directors and Officers.............................................................. 65 5.18
Employee Retention Agreements. The Company shall use commercially reasonable efforts to cause any holders of Company Capital Stock, Company Vested Options or Company Warrants that are outstanding immediately prior to the Effective Time who are employees of the Company as of the date of this Agreement and are offered employment by Parent or the Final Surviving Entity pursuant to SECTION 5.10 ("EMPLOYEE SECURITYHOLDERS") to enter into Employee Retention Agreements in substantially the form attached hereto as EXHIBIT D (the "EMPLOYEE RETENTION AGREEMENTS"), pursuant to which, among other matters addressed, each such holder agrees to forfeit permanently to Parent two-thirds (2/3) of the Earnout Consideration such holder would otherwise be entitled to receive pursuant to SECTION 1.6(b) in the event the employment of such holder is terminated by such holder (other than for good reason) or by Parent for cause prior to the Earnout Payment Date. With respect to any Employee Securityholder holding Company Unvested Options immediately prior to the Effective Time, the Employee Retention Agreements shall specify that such Employee Securityholder agrees to forfeit permanently two-thirds (2/3) of the value of the cash or shares of Parent Common Stock to which such holder is entitled to receive pursuant to SECTION 1.6(D)(III) or 1.6(D)(IV) in the event the employment of such holder is terminated -64- by such holder (other than for good reason) or by Parent for cause prior to the Earnout Payment Date.
Employee Retention Agreements. No fewer than twenty-three of the Employee Securityholders listed on EXHIBIT E shall have executed and delivered Employee Retention Agreements which agreements shall be in full force and effect.
Employee Retention Agreements. Seller Bank and First Tennessee acknowledge that the execution and enforceability of the Employee Retention Agreements were an inducement to Buyer Bank's willingness to proceed with the Merger, and First Tennessee agrees to fully perform its obligations thereunder as and when required under the terms of such Employee Retention Agreements.
Employee Retention Agreements. Each agreement relating to the Employee Retention Bonuses shall have been amended to provide (i) that one-half of the amount payable thereunder shall be payable at the Closing and the remaining one-half of the amount payable thereunder shall be payable at the end of the period described in Exhibit D with respect to such agreement if and only if the beneficiary of such agreement has not voluntarily terminated his or her employment with the Surviving Corporation or OPEX on or prior to the end of such period and (ii) that such agreement shall be transferred and assigned to the Designated Entity immediately prior to the Closing and that upon such transfer and assignment, Sub, the Surviving Corporation, Parent and their respective Affiliates (including, after the Closing, the Subsidiaries) and the Company shall have no liability or obligation whatsoever under such agreement and the employee shall look solely to the Designated Entity and the Expense Account for any amounts payable to the employee under such agreement.
Employee Retention Agreements. Seller shall, and shall cause each Selling Company and its Affiliates, to comply with all terms, conditions and obligations under the employee retention agreements set forth on Schedule 6.1(f).
Employee Retention Agreements. Pursuant to Parent's request, prior to Closing, Company shall assist Parent in identifying key employees considered to be important to the success of Parent and the Surviving Corporation and shall assist Parent in negotiating retention bonus agreements with such employees of Company. Parent shall honor and perform when due, or cause Surviving Corporation to honor and perform when due, all of Company's obligations under such agreements after the Closing.
