Common use of Designated Executives Clause in Contracts

Designated Executives. The aggregate $500,000 payment contemplated by Section 2.12(d)(y) shall be allocated as follows: (a) ROI shall allocate an aggregate of $250,000 among employees of the Business prior to the Closing ("Designated Executives") designated by it in its sole discretion. ROI shall notify Buyer of the amount allocated to each such Designated Executive at least two Business Days prior to the payment date. (b) Buyer shall allocate an aggregate of $250,000 among Designated Executives which remain employed by the Business following the Closing, designated by it in its sole discretion. (c) No Designated Employee shall be a third party beneficiary of the covenants set forth in this Article II. (d) All amounts paid pursuant to Section 2.12(d)(y) and this Section 2.13 shall be paid subject to withholding of applicable state, federal and local income and employment Taxes. (e) ROI and Buyer shall work in good faith to avoid any loss of deduction under Section 280G of the Code and the imposition of any excise tax under Section 4999 of the Code as a result of the allocations among the Designated Executives contemplated by this Section 2.13.

Designated Executives. The aggregate $500,000 350,000 payment contemplated by Section 2.12(d)(y) shall be allocated as follows: (a) ROI shall allocate an aggregate of $250,000 100,000 among employees of the Business prior to the Closing ("Designated Executives") designated by it in its sole discretion. ROI shall notify Buyer of the amount allocated to each such Designated Executive at least two Business Days prior to the payment date. (b) Buyer shall allocate an aggregate of $250,000 among Designated Executives which remain employed by the Business following the Closing, designated by it in its sole discretion. (c) Promptly following the Closing, ROI shall pay an aggregate of $150,000 to Designated Employees designated by it in its sole discretion. (d) No Designated Employee shall be a third party beneficiary of the covenants set forth in this Article II. (de) All amounts paid pursuant to Section 2.12(d)(y) and this Section 2.13 shall be paid subject to withholding of applicable state, federal and local income and employment Taxes. (ef) ROI and Buyer shall work in good faith to avoid any loss of deduction under Section 280G of the Code and the imposition of any excise tax under Section 4999 of the Code as a result of the allocations among the Designated Executives contemplated by this Section 2.13.