Compensation Matters Sample Clauses

Compensation Matters. AND GENERAL BENEFIT MATTERS 7.01 Cessation of Participation in NiSource Plans and NiSource Non-ERISA Benefit Arrangements. Except as otherwise provided in this Agreement or as required by the terms of any NiSource Plan or NiSource Non-ERISA Benefit Arrangement, or by applicable law, NiSource and Columbia shall take any and all action as shall be necessary or appropriate so that participation in NiSource Plans and NiSource Non-ERISA Benefit Arrangements by all Business Employees shall terminate as of the close of business on the Distribution Date and the Columbia Parties shall cease to be participating employers under the terms of such NiSource Plans and NiSource Non-ERISA Benefit Arrangements as of such time.

Compensation Matters. Except as required by the terms of a Company Benefit Plan set forth on Section 3.10(a) of the Company Disclosure Schedule as of the date of this Agreement, by applicable Law, or as contemplated by Section 5.1(a)(ii)(I) of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries, (x) except in the ordinary course of business consistent with past practice, to (A) increase the compensation or other benefits (including equity-based awards) payable or provided to the Company’s directors, executive officers, managers or employees, (B) enter into or amend any employment, change of control, severance or retention agreement with any current or future employee of the Company, or (C) establish, adopt, enter into, accelerate any rights or benefits under, or amend (other than any amendment that is immaterial or administrative in nature) any plan, policy, program or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except as permitted pursuant to clause (B) above or (y) enter into, accelerate any rights or benefits under, amend or renew any agreements with labor unions, including any pamphlets or collective bargaining agreements without the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed);

Compensation Matters. The Debtors and the Committee agree that if they seek to estimate any claim of any person with respect to workers’ compensation liability, if such person was or is the beneficiary of a letter of credit or otherwise holds any collateral at the time such claim is estimated and such person’s claim is estimated at an amount that is less than the amount of such letter of credit or collateral, then the Debtors and the Committee may seek to recover from such person an amount equal to but no greater than the difference between such amounts so that such person will at all times remain fully secured. The Debtors and the Committee agree that in estimating any claim pursuant to this paragraph 8, such estimate shall be determined in good faith so as to reasonably estimate the ultimate total liability associated with all pending claims and claims incurred but not reported, based on information prepared in accordance with generally accepted actuarial methods and assumptions.

Compensation Matters. Except as required by the terms of a Parent Benefit Plan set forth on Section 4.10(a) of the Parent Disclosure Schedule as of the date of this Agreement, by applicable Law, or as contemplated by Section 5.1(b)(ii)(I) of the Parent Disclosure Schedule, Parent shall not, and shall not permit any of its Subsidiaries, (x) except in the ordinary course of business consistent with past practice, to (A) increase the compensation or other benefits (including equity-based awards) payable or provided to Parent’s directors, executive officers, managers or employees, (B) enter into or amend any employment, change of control, severance or retention agreement with any current or future employee of Parent, or (C) establish, adopt, enter into, accelerate any rights or benefits under, or amend (other than any amendment that is immaterial or administrative in nature) any plan, policy, program or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except as permitted pursuant to clause (B) above or (y) enter into, accelerate any rights or benefits under, amend or renew any agreements with labor unions, including any pamphlets or collective bargaining agreements without the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed);

Compensation Matters. Except as required by the terms of a Company Benefit Plan set forth on Section 3.12(a) of the Company Disclosure Schedule as of the date of this Agreement and except as set forth in Section 5.1(b)(ix) of the Company Disclosure Schedule, by applicable Law, or as otherwise permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries, (x) except in the ordinary course of business consistent with past practice, to (A) increase the compensation or other benefits (including equity-based awards) payable or provided to the Company’s directors, executive officers, managers or employees (other than as required by any applicable collective bargaining agreement), (B) enter into any employment, change of control, severance or retention agreement with any current or future employee of the Company or (C) establish, adopt, enter into, accelerate any rights or benefits under, or amend (other than any amendment that is immaterial or administrative in nature) any plan, policy, program or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except as permitted pursuant to clause (B) above or (y) to enter into, accelerate any rights or benefits under, amend or renew any agreements with labor unions, including any pamphlets or collective bargaining agreements without, (A) prior consultation with Parent, and the Transition Committee taking commercially reasonable efforts to incorporate the views of Parent and the Transition Committee and (B) the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) to such terms or conditions of any such agreement which are not customary or are outside of market parameters in the Company’s or its Subsidiary’s industry for such terms or conditions;

Compensation Matters. Following the date of this Agreement and prior to the Closing Date, the Acquiror will utilize the services of an independent compensation consultant to review and make recommendations with respect to post-Closing compensation arrangements for the Company’s senior executives, including terms and conditions relating to initial awards under the Incentive Equity Plan and customary employment agreements for key employees, subject to approval by the new board of directors.

Compensation Matters. 51 (d) Coordination of Dividends . . . . . . 53 (e)

Compensation Matters. Except with the prior written consent of the Parent, neither the Company nor PL shall (i) pay, agree to pay or accelerate the payment of any bonus, severance or other compensation to any officer or employee not currently required under an existing agreement or employee benefit plan or arrangement (and with respect to officers and directors, only to the extent such agreement, plan or arrangement is described in the Company's 1998 Proxy Statement) except for increases in compensation of employees who are not officers or directors of the Company consistent with past practices, (ii) make payment of any bonus, severance or other compensation to any officer or employee which is permitted hereunder in any property other than cash, (iii) create any new employee benefit plan or arrangement, (iv) modify any existing employee benefit plan, arrangement or agreement in any respect which would materially increase the compensation payable thereunder to employees, or (v) enter into any new employment agreement or modify any existing employment agreement of any employee who is an officer or director of the Company or PL.

Compensation Matters. (i) Notwithstanding anything in this Agreement to the contrary, until the Effective Time, the senior officers of the Company referred to below, after consultation with Parent, shall recommend to the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") incentive compensation for employees of the Company and its subsidiaries for the 1997 compensation year. Such Committee shall, after considering such recommendation and any other input separately provided by Parent, determine such incentive compensation for such employees (provided that it makes its determination in a manner that is consistent with past practice). Such aggregate incentive compensation, together with aggregate 1997 base compensation, shall not exceed the aggregate incentive compensation accruals (including the accruals for the quarter ended September 30, 1997, and an accrual for 1997 set forth in Section 4.1(c) of the Company Disclosure Schedule based upon the representations set forth therein), plus accruals in respect of 1997 base compensation. The Compensation Committee may make such determinations at an earlier time in the calendar year (after the date hereof) than is the usual practice of the Company. Incentive compensation for the 1997 compensation year shall be paid not earlier than December 29, 1997. For purposes of the foregoing, recommendations to the Compensation Committee regarding incentive compensation for the 1997 compensation year shall be made (i) by the individual who is the Chairman and Chief Executive Officer of Salomon Brothers Inc and an Executive Vice President of the Company, in the case of employees of subsidiaries of the Company (other than Phibro Inc., Phibro Resources Corp., Philipp Brothers, Inc., Phibro Energy Production, Inc. and their subsidiaries (collectively, "Phibro")) who are not also officers of the Company, (ii) by the Chairman and Chief Executive Officer of the Company, in the case of employees of Phibro and officers of the Company (other than such Chief Executive Officer) who are not employees of subsidiaries of the Company and (iii) jointly by the executive officers referred to in clauses (i) and (ii), in the case of officers of the Company (other than its Chief Executive Officer) who are also employees of subsidiaries of the Company (other than Phibro). Notwithstanding the foregoing, the 1997 incentive compensation of the Chief Executive Officer of the Company shall be determined by the Compensation Committee ...