Management Transition Plan Sample Clauses

Management Transition Plan. The Company shall amend, or cause to be amended, the Avigen, Inc. Management Transition Plan, effective July 15, 1998, as last amended October 30, 2008, in substantially the form of Exhibit G. For the avoidance of doubt, failure to adopt such amendment shall constitute a material breach of this Agreement.
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Management Transition Plan. In the event the Executive voluntarily terminates his employment upon reaching the age of 65 or subsequent thereto, the Executive shall be entitled to an amount equal to the Executive’s annualized Base Salary in effect on the date of separation from service. The Board, on its own, shall have the reasonable discretion to pay the aforementioned annualized Base Salary in cash or a combination of stock and cash, provided that in no case shall the cash component be less than 25%. Cash payable under this Section shall be paid in two equal installments, the first 50% of which shall be paid on the date of termination or separation from service and the remaining 50% on the 180th day after the date of termination or separation from service. The amounts payable under this Section shall be in addition to Executive’s earned wages through the date of the termination or separation from service, his accrued but unused vacation, reimbursements of his outstanding expenses incurred and submitted in compliance with Company policies and any other portion of his compensation earned through the termination date or separation from service. Any options held by Executive will become fully vested on the date of separation from service and shall expire on the earlier of three (3) years from the date of termination or separation from service or the termination date as provided in the Stock Option Agreements between the Executive and the Company. The number of shares of common stock awarded under this Section IV.B.3 shall be determined by the dollar amount equivalent to the remaining annualized Base Salary not paid in cash , divided by the closing price for a share of the Company’s common stock on the grant date, as reported by the American Stock Exchange.
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Management Transition Plan. IMPCO shall arrange for its current chief executive officer and chief operating officer to collaborate fully and in good faith with Xxxxxxx Xxxxxxxxxx to submit to IMPCO’s board of directors, on or before November 15, 2004, a comprehensive and mutually agreeable plan for the integration and organization of IMPCO’s senior management team during the period January 1, 2005 to April 2006, with such plan to be subject to the terms of the employment agreement of Xxxxxxx Xxxxxxxxxx in the form of Exhibit B.
Sample 1
Management Transition Plan. In the event the Executive voluntarily terminates his employment upon reaching the age of 65 or subsequent thereto, the Executive shall be entitled to 150% of the Executive’s annualized Base Salary (equivalent to 18 months salary) in effect on the date of separation from service. The Board, on its own, shall have the reasonable discretion to pay the aforementioned annualized Base Salary in cash or a combination of stock and cash, provided that in no case shall the cash component be less than 25%. Cash payable under this Section shall be paid in two equal installments, the first 50% of which shall be paid on the date of termination or separation from service and the remaining 50% on the 180th day after the date of termination or separation from service. The amounts payable under this Section shall be in addition to Executive’s earned wages through the date of the termination or separation from service, his accrued but unused vacation, reimbursements of his outstanding expenses incurred and submitted in compliance with Company policies and any other portion of his compensation earned through the termination date or separation from service. Any options held by Executive will become fully vested on the date of separation from service and shall expire on the earlier of three (3) years from the date of termination or separation from service or the termination date as provided in the Stock Option Agreements between the Executive and the Company. The number of shares of common stock awarded under this Section IV.B.3 shall be determined by the dollar amount equivalent to the remaining annualized Base Salary not paid in cash , divided by the closing price for a share of the Company’s common stock on the grant date, as reported by the American Stock Exchange.
Sample 1
Management Transition Plan. In the event the Executive voluntarily terminates his employment upon reaching the age of 65 or subsequent thereto, the Executive shall be entitled to an amount equal to the Executive’s annualized Base Salary in effect on the date of termination, provided such termination constitutes a “separation from service” as such term is defined in Section 409A of the Internal Revenue Code (the “Code”), and further subject to the Executive's compliance with his obligations under the agreement referenced in Section II herein, and his execution of a release of claims in favor of the Company in a form acceptable to the Company in the Company’s sole discretion (the "Release"). The Compensation Committee of the Board of Directors shall have the sole discretion to pay any or all of the Severance Amount in the form of equity compensation. Any such equity compensation shall be issued from the Company’s Omnibus Incentive Plan, and shall be fully vested upon payment. Any stock portion shall also be issued within 30 days and shall be in the form of fully registered and tradeable shares from the Company’s Omnibus Incentive Plan. The amounts payable under this Section shall be in addition to Executive’s earned wages through the date of the termination, his accrued but unused vacation, reimbursements of his outstanding expenses incurred and submitted in compliance with Company policies and any other portion of his compensation earned through the termination date or separation from service. Moreover, all options held by Executive will be subject to full accelerated vesting on the date of separation. The exercise period shall be extended to three (3) years from the date of separation, or the option expiration date as provided in the Stock Option Agreements between the Executive and the Company. The number of shares of common stock awarded under this Section IV.B.3 shall be determined by the dollar amount equivalent to the remaining annualized Base Salary not paid in cash, divided by the closing price for a share of the Company’s common stock on the grant date, as reported by the New York Stock Exchange.
Sample 1

Related to Management Transition Plan

  • Transition Plan 1. A transition plan is a detailed description of the process of transferring enrollees from non-participating providers to the Health Plan's behavioral health care provider network to ensure optimal continuity of care. The transition plan shall include, but not be limited to, a timeline for transferring enrollees, description of provider clinical record transfers, scheduling of appointments, and proposed prescription drug protocols and claims approval for existing providers during the transition period. The Health Plan shall document its efforts relating to the transition plan in the enrollee’s clinical records.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Business Continuity Plan The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”). Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.

  • Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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