Agreements of Executive Clause Samples

Agreements of Executive. The Executive covenants and agrees as follows: (a) Provision of services when Change of Control is threatened. If any person begins a tender or exchange offer for voting securities of the Company, or circulates a proxy to shareholders of the Company or takes any other action for the purposes of effecting a Change of Control of the Company, then notwithstanding the terms of the Employment Agreement or any other agreement between the Executive and the Company the Executive will not voluntarily leave the employment of the Company and will render the services contemplated in the recitals to this Agreement until either (i) such person has abandoned or terminated his efforts to effect a Change of Control or (ii) three months have elapsed since the date on which a Change of Control has occurred.
Agreements of Executive. In consideration of this Agreement, Executive covenants as follows:
Agreements of Executive. In consideration of the compensation and benefits to be paid or provided to Executive by Employer under this Agreement, Executive covenants as follows:
Agreements of Executive. Executive hereby consents to the assignment of the Employment Agreement from Assignor to Assignee effective as of, but subject to the occurrence of, the Distribution Date and agrees that such assignment shall not constitute a termination of employment or Good Reason for Executive to terminate his employment. Executive and Assignee agree that upon effectiveness of the assignment contemplated by this Agreement, all references to the “Company” in the Employment Agreement shall mean Assignee and all references to employee benefit plans of Assignor in the Employment Agreement shall mean the comparable plans of Assignee. Except as otherwise provided in the Separation Agreement, Executive agrees that his obligations to Assignor under Section 9(b) with respect to Confidential Information (as defined in the Employment Agreement) of Assignor related to the EWS Business, Section 9(d) with respect to works-for-hire created as an employee of Assignor for the benefit of the EWS Business prior to the Distribution Date and Section 9(e) with respect to the EWS Business shall continue in effect in accordance with their terms for the benefit of Assignor.
Agreements of Executive. In consideration of the compensation and benefits to be paid or provided to Executive by the Company under this Agreement and the promise set forth in Section 6.1, Executive covenants as follows:
Agreements of Executive. A. Association with Genesys ------------------------ 1. Executive understands that because his employment with Genesys ceases on July 24, 1998, Executive will not be eligible to participate thereafter in any benefits provided by Genesys to its employees except that Executive may elect to continue medical coverages for himself and his eligible dependents after July 31, 1998, pursuant to COBRA. 2. Executive understands that, his status as a shareholder and member of the Board of Directors aside, his association with Genesys as of July 25, 1998 can only be that of an Independent Consultant pursuant to the terms of the Independent Consulting Agreement attached hereto as Exhibit 1, and shall not be that of an employee, agent, joint venturer or partner of Genesys.
Agreements of Executive. A. Executive's employment with the Company shall terminate on the Termination Date, and his participation in all employee benefits shall terminate on such date except as described in Section I.A.2., above, provided that Executive and/or his dependents comply with the terms and conditions of COBRA. Executive represents and warrants that, as of the Effective Date of this Agreement, he has received all wages earned and owed to him through the Termination Date. B. Executive understands that the amount forgiven pursuant to Section I.B.3., above, is imputed taxable income to Executive, and is subject to applicable tax and related withholdings, which amount of tax and related withholdings shall be deducted from the total net amount to be paid to Executive pursuant to Section I.B.1. C. The Company shall apply the total net amount to be paid to Executive pursuant to Section I.B.1., above, after offset of the tax and related withholdings described in Section II.B., above, to the remaining amounts that Executive owes to the Company under the loans described in, and after the forgiveness provided by, Section I.B.3., above ("Remaining Loan Debt"). D. Executive understands that the amount owed to Executive from the Company as a result of the Ask Jeeves en Español dissolution distribution (the "AJEE Distribution") is imputed taxable income to Executive, subject to applicable tax and related withholdings, and is subject to the Company receiving a signed copy of the Third Amendment to Incentive Agreement and Release from Executive, attached hereto as Attachment B. Provided that this Agreement becomes effective and enforceable, and after applicable tax and related withholdings, the Company shall apply the total net amount it owes to Executive (from a gross amount owed of $284,501.00), as a result of the AJEE Distribution, to the Remaining Loan Debt. E. Executive hereby fully and forever releases and waives any and all claims against the Company and its parent, subsidiary and affiliated companies, predecessors and successors thereto including but not limited to Ask Jeeves, Inc. (together the "Company"), as well as the Company's officers, directors, agents, employees, affiliates, representatives, shareholders and assigns, from any and all claims, actions, charges, complaints, grievances and causes of action of whatever nature, whether now known or unknown, which exist or may in the future exist arising from or relating to events, acts or omissions prior to the Effective Date ...
Agreements of Executive. (a) Executive agrees that, on or before the Effective Date, he will turn over to Company any Company Materials (as defined below) that he has in his possession, custody or control (whether directly or indirectly) as of such date. (b) Executive shall provide Company with information relating to Executive’s tenure with Company, as may be reasonably requested by Company from time to time.
Agreements of Executive 

Related to Agreements of Executive

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Covenants of Executive The Company and the Executive recognize that the Executive's services are special and unique and that the provisions herein for compensation under Section 4 and Section 5 are partly in consideration of and conditioned upon the Executive's compliance with the covenants contained in this Section 9. Accordingly, during the Term of the Agreement and until the end of the Compensation Period (as defined in Section 4(a)(ii) herein), the Executive shall be subject to the covenants contained in Sections 9(b), 9(c) and 9(d) herein.

  • Representation of Executive The Executive represents and warrants that the Executive is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.

  • Indemnification of Executive The Company shall indemnify and hold harmless Executive to the full extent authorized or permitted by law with respect to any claim, liability, action, or proceeding instituted or threatened against or incurred by Executive or his legal representatives and arising in connection with Executive’s conduct or position at any time as a director, officer, employee, or agent of the Company or any subsidiary thereof. The Company shall not change, modify, alter, or in any way limit the existing indemnification and reimbursement provisions relating to and for the benefit of its directors and officers without the prior written consent of the Executive, including any modification or limitation of any directors and officers’ liability insurance policy.

  • Employment and Non-Competition Agreements The Employment ----------------------------------------- Agreements and Non-Competition Agreements shall be in full force and effect.