Employee Pool Clause Samples

Employee Pool. The offeror shall describe the pool that will apply to the employees under this contract. The offeror will describe the size of the pool, whether it is a mixture of commercial and government (if applicable), alternative pools that are available in the event the economic price adjustment clause becomes effective.
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Employee Pool. This clause is only in effect if the Contractor included details in its offer regarding a pooling arrangement, of which this contract is a part. Before any adjustment is made under this price adjustment clause, the Contractor shall include in its proposal for adjustment, details setting forth how the pool impacts the request for equitable adjustment.
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Employee Pool. The Company will reserve an additional 3,630,000 shares of its Common Stock (representing 7.0% of its fully diluted capital stock following the closing of the transactions contemplated by the Series B Purchase Agreement) for issuances to directors, officers, employees, advisors, consultants and other service providers (the “Employee Pool”). This reservation shall be made following the Closing. The shares in the Employee Pool will be issued from time to time to directors, officers, employees, advisors, consultants and other service providers of the Company under such arrangements, contracts or plans as are recommended by management and approved by the Board.
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Employee Pool. 1. A full time pool shall be maintained with fifteen (15) employees. The reduction of the full time pool from twenty- five (25) to fifteen (15) will be achieved through attrition occurring after ratification. Full time pool employees will work on any five (5) consecutive day basis, e.g. Thursday through Monday, Friday through Tuesday up to the Order Selector classi- fication or as mutually agreed between the Company and the Union. Pool employees may be assigned to a department the same day a shift is needed. It shall be understood and agreed that "Pool" employees shall not have posting rights to a Department vacancy. If a vacancy is not filled, the vacancy shall then be awarded to the most senior Pool employee. Such employee would then be given posting rights to all postings. 2. Temporary Pool - not subject to lay-off notice. A part time pool shall be maintained with up to thirty-five
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Employee Pool. The employees participating under the Employee Pool shall not exceed eighteen (18), and each of such employees shall be represented in the transactions contemplated by a Purchaser Representative (as such term is defined under Section 501 of the -30- 32 Securities Act). In addition, such Purchaser Representative shall have executed and delivered in form and substance reasonably acceptable to Purchaser such documents as may be reasonably required to qualify for the Section 506 exemption under the Securities Act.
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Employee Pool. (a) The Company has established an employee stock option scheme and has reserved for a maximum of 95,000 (ninety five thousand (such number stemming from conditional capital and, to the extent no conditional capital is available, authorized capital and shares to meet the requirements set forth under the stock option scheme)) options of Common Shares (the Employee Pool). Any increase in the size of the Employee Pool shall only be valid if approved in accordance with section 5.4.1(i) of this Agreement. (b) All stock and stock equivalents issued to employees, directors, consultants and other service providers will be subject to vesting as follows (unless different vesting is approved by the Supervisory Board, including at least two Preferred B Members, pursuant to section 5.2(i)): 25% to vest at the end of the first year following such issuance, with the remaining 75% to vest monthly over the next three years. If employees are permitted to exercise unvested shares, the repurchase option shall provide that upon termination of the employment of the shareholder, with or without cause, the Company or its assignee (to the extent permissible under applicable securities law qualification) retains the option to repurchase at the lower of (i) the price per share paid by such shareholder and (ii) the fair market value of a Common Share, any unvested shares held by such shareholder. Any issuance of shares in excess of the Employee Pool not approved by the holders of at least 60% Preferred B Shares will be an Anti-Dilution Event pursuant to section 4.6 and will be subject to the subscription rights pursuant to section 4.9.
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Employee Pool. Upon the approval of the Managers, the Company may grant to officers, employees, directors, managers, advisor, consultants and other service providers of or to the Company the right to acquire Class A Common Interests on such terms and conditions as the Managers may determine in their sole discretion in an aggregate amount not to exceed 400 Class A Common Interests and/or the right to receive up to four percent (4%) of the amounts distributable or otherwise payable to the Class B Members on the Class B Preferred Interests (collectively, the “Employee Pool Securities”), in each case, without further action by the Members. Unless the Managers determine otherwise, the Employee Pool Securities shall generally be subject to vesting conditions, rights of repurchase by the Company in the event of termination of service, and such other terms and conditions as the Managers may determine and as set forth in any agreement or grant of rights to acquire such Employee Pool Securities.
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Employee Pool. The offer letters to be entered into with certain employees of the Company will provide for retention bonus opportunities as set forth therein, subject to the terms and conditions of the retention plan referred to therein. Nothing in this Section 2.7 or otherwise in this Agreement, express or implied, shall confer upon any person (including any Key Employee) any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement.
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Related to Employee Pool

  • ERISA; Benefit Plans Schedule 3.22 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended on the date hereof were, in whole or in part, the responsibility of the Company or (2) respecting which the Company is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company (each plan this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer with true, complete and correct copies of (i) the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto and (iii) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forth, (i) the Company is not, and at no time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company was a member, among its members any Person other than the Company and (ii) no Person is an ERISA Affiliate of the Company.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time-to-time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time-to-time by the Company for the benefit of its senior executives, other than any annual cash incentive plan.

  • Benefit Plans; ERISA (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

  • Defined Benefit Plans The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.

  • Benefit Plan If an employee maintains coverage for benefit plans while on maternity or parental leave, the Employer agrees to pay the Employer's share of these premiums.