Employment and Severance Arrangements Sample Clauses

The Employment and Severance Arrangements clause outlines the terms governing an employee's engagement with a company and the conditions under which their employment may be terminated. It typically details the notice period required for resignation or dismissal, the calculation and payment of severance benefits, and any obligations that continue after employment ends, such as confidentiality or non-compete requirements. This clause serves to provide clarity and predictability for both parties, ensuring that the process of ending employment is handled fairly and in accordance with agreed-upon terms.
Employment and Severance Arrangements. As of the Effective Time, Tribune shall assume, honor and perform in accordance with their terms all employment, severance, change in control and other such agreements of the Company and its Subsidiaries and Affiliates, giving effect to any amendment or modification to any such agreement authorized by the Company's Board of Directors prior to the date of this Agreement (the "EMPLOYMENT ARRANGEMENTS"). With respect to the Times Mirror Deferred Compensation Plan For Executives and the Deferred Plan for Directors Fees, Tribune shall credit 9% interest per annum, cumulative, from the date any amount is credited to a participant under any such plans effective with respect to all amounts credited under such plans as of the Effective Time, and on all amounts which may be deferred under such plans in connection with the Merger or any termination of any employment related thereto, whether credited with respect to deferrals before or after the Effective Time until all such amounts are paid under the plan in accordance with its terms. Tribune shall pay the reasonable attorney's fees of the individual party to the applicable Employment Arrangement in the event such individual party files a claim in good faith to enforce Tribune's obligations and prevails in such action. Such individual parties are hereby specifically made a third party beneficiary of this Section 6.9(c).
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Employment and Severance Arrangements. Except with respect to the acceleration of the vesting and the extension of the exercise period of the Alpha Stock Options set forth in Section 7.18 of the Alpha Disclosure Schedule, Alpha will take all action necessary to ensure that no officer, director or other employee of Alpha or any of its Subsidiaries will become entitled to receive any change of control or other payment or benefit under any employment, severance or other agreement with Alpha or any of its Subsidiaries, including those agreements set forth on Exhibit E, that may otherwise arise as a result of the approval or consummation of any transaction contemplated by this Agreement.
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Employment and Severance Arrangements. (a) On or prior to the date hereof, Green Bank and the individual set forth on Schedule 5.12(a) have entered into an employment agreement in a form satisfactory to Parent (the “New Employment Agreement”), which New Employment Agreement shall become effective upon the Effective Time. (b) Prior to the Effective Time, the Company (and/or the Bank) shall terminate, effective as of the Effective Time, all employment, consulting or similar agreements with any of the individuals set forth on Schedule 5.12(b)(i) (the “Terminated Employees”), and, if applicable, shall pay severance to each such Terminated Employee in accordance with each such Terminated Employee’s employment, consulting or similar agreements, subject to receipt of a customary release in form and substance reasonably satisfactory to Parent from each such Terminated Employee, and the employment or other engagement of each Terminated Employee (except as otherwise noted on Schedule 5.12(b)(i)) shall be terminated effective immediately prior to the Effective Time. In addition, the Company (and/or the Bank) shall honor all retention agreements in place as of the date hereof with the employees set forth on Schedule 5.12(b)(ii), and shall pay all retention amounts owed in accordance with the terms of such retention agreements. The aggregate cost of all such severance and retention payments referred to herein shall be referred to as the “Severance and Retention Expenses”). (c) During the period between the date of this Agreement and the Effective Time, the Company shall, and shall cause the Bank to, provide Parent and its representatives reasonable access during normal business hours to any of the employees of the Company or the Bank, including for the purpose of conducting job interviews or otherwise communicating transition plans and other matters to such employees (including providing written communications to such employees with respect to human resources, retention or transition planning matters). (d) To the extent permitted under the employee benefit plans of Parent, Parent shall recognize, for purposes of determining eligibility, vesting and benefit accrual (other than for purposes of benefit accrual under any defined benefit pension plan of Parent) under the employee benefit plans applicable to employees of the Company following the Effective Time, the service of any employees of the Company and the Bank who become employees of Parent or a Subsidiary of Parent as of the Effective Time. (e) After the...
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Employment and Severance Arrangements. CPLG will assume and honor, or will cause a CPLG Entity to assume and honor any agreements to which any CPLG Group Employee is party with either any LQ Entity or any joint venture with an LQ Entity, including any (i) employment contract or (ii) retention or severance arrangement.
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Employment and Severance Arrangements. The Company shall provide evidence satisfactory to Parent that each of the Continuing Employees (i) has entered into “at-will” employment arrangements with Parent or the Surviving Corporation pursuant to their execution of an offer letter (each an “Offer Letter,” collectively, the “Offer Letters”) and the Proprietary Information Agreement, each of which shall be in full force and effect at the Effective Time, (ii) shall have agreed to be employees of Parent or the Surviving Corporation after the Closing, (iii) shall be employees of the Company immediately prior to the Effective Time and (iv) shall not have notified (whether formally or informally) Parent or the Company of such employee’s intention of leaving the employ of Parent or the Company following the Effective Time. The Company and each of the employees of the Company whose names are listed on Schedule 6.1(c)-1 hereto shall have executed and delivered to Parent an Employment Agreement in substantially the forms attached hereto as Exhibit C (each an “Employment Agreement,” collectively, the “Employment Agreements”), and such Employment Agreements shall be in effect as of the Effective Time. The Company and the employee whose name is listed on Schedule 6.1(c)-2 hereto shall have executed and delivered to Parent a Separation and General Release and Waiver Agreement in substantially the form attached hereto as Exhibit D (the “Separation Agreement”).
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Employment and Severance Arrangements. Republic Wireless will assume and honor, or will cause a Republic Wireless Entity to assume and honor, any agreements to which any Republic Wireless Employee is party with Bandwidth, including any (i) employment contract or (ii) retention, release or severance arrangement.
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Employment and Severance Arrangements. Centra shall have entered into satisfactory employment arrangements, including non-competition agreements substantially in the form of Exhibit F hereto and stock restriction agreements substantially in the form of Exhibit G hereto, with each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇, and arrangements satisfactory to Centra shall have been made with respect to the severance arrangements between the Company and each employee of the Company who will not become an employee of Centra after the closing.
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Related to Employment and Severance Arrangements

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Termination and Severance Pay A. In the event the Employee is terminated pursuant to Paragraph B hereof and the Employee is willing and able to perform the duties of the position under this agreement, upon execution of a Separation Agreement and General Release, the Employer agrees to pay the Employee a lump sum cash payment equal to three (3) months aggregate annual salary, exclusive of other forms of compensation, less standard withholdings, in addition to the continuation of medical, dental and vision insurance benefits during the three (3) month period immediately following the date of termination. However, in the event the Employee is terminated because the Employee has been convicted of a misdemeanor or a felony, or if the County determines that the Employee has engaged in unprofessional and improper practice, other than negligence, and breach of public trust, including but not limited to illegal acts involving personal gain, or moral turpitude, the County shall be entitled to terminate the Employee immediately without any severance pay, or medical, dental and vision insurance continuation aside from COBRA. B. In the event the Employer at any point during the term of this agreement reduces the salary or other financial benefits of the Employee in a greater percentage than reductions to all other employees of Employer, or if Employer refuses, following a written request to comply with any provision benefiting Employee herein; or the Employee resigns following a suggestion, whether formal or informal, by the Sheriff that he or she resign, then, in that event, Employee may, at his or her option, be deemed to be terminated at the date of such reduction or refusal to comply within the meaning and context of the herein severance pay provision. C. In the event the Employee voluntarily resigns his or her position with the County as Major then the Employee shall give the County thirty (30) days written notice in advance, unless the parties otherwise agree. The provision for severance pay and continuation of employment benefits detailed in SECTION 3, Paragraph A shall not apply to a voluntary resignation.

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

  • Employment Arrangements Section 3.15 of the Diablo Disclosure Schedule contains a true, accurate and complete list of all Diablo employees involved in the ownership or operation of the Diablo Assets or the conduct of the Diablo Business (the "Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Diablo Employee, other than those listed or described in Section 3.15 of the Diablo Disclosure Schedule. Except as described in Section 3.15 of the Diablo Disclosure Schedule, (i) none of the Diablo Employees is now, or, to Diablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Diablo Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, (iii) neither Diablo nor any of such employees is now, or, to Diablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to Diablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Diablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Diablo has performed in all material respects all obligations required to be performed under all Employment Arrangements and is not in material breach or violation of or in material default or arrears under any of the terms, provisions or conditions thereof.