Employee Incentive Arrangements Clause Samples

Employee Incentive Arrangements. (a) There have been Disclosed each of the following which are now or have at any time in the period since the Incorporation Date been operated by any Group Company and/or the Seller or which any Group Company and/or the Seller is under any obligation to provide at any future date: (i) any scheme or arrangement whereby its Directors or Employees or their relevant relatives or dependents may acquire shares or options to acquire shares of any class in any Group Company; (ii) any employee trust under which Employees, their relatives or dependents are the beneficiaries or are entitled to receive any benefits; (iii) any cash bonus scheme or other employee incentive arrangements not involving the issue of shares; or (iv) any arrangement by which any commission or remuneration of any kind payable or due to any of its Directors or Employees may be calculated by reference to the turnover, profits or sales of any Group Company. (b) In relation to any share schemes or arrangements of the kind referred to in Warranty 7.3(a): (i) copies of all documents governing such share schemes have been attached to the Disclosure Letter; (ii) a list of all Employees, Directors or Consultants that have received options or equivalent awards or promises under any such share schemes is set out in the Disclosure Letter; (iii) such share schemes have at all times been operating in accordance with their governing rules or terms and all applicable laws; (iv) all documents relating to such share schemes which are required to be filed with any regulatory authority have been so filed and all regulatory requirements relating to such share schemes have been complied with; (v) all tax clearances and approvals necessary to obtain favourable tax treatment for the operator of such share schemes or their participants have been obtained and, so far as the Warrantors are aware, have not been withdrawn, and so far as the Warrantors are aware no act or omission has occurred which has or would prejudice any such tax clearance or approval; and (vi) no Employee or relation or dependent or other participants in any such share schemes has made any claim against any of the Seller or any Group Company.
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Employee Incentive Arrangements. MDL agrees that it will implement the employee incentive arrangements relating to certain key Employees on a basis that is consistent with employee incentive arrangements implemented for the benefit of key employees of other TSA business units.
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Employee Incentive Arrangements. 19.1 In respect of the awards granted to the Key Employees under (i) the PPL Corporation Amended and Restated 2012 Stock Incentive Plan and (ii) the PPL Corporation Incentive Compensation Plan for Key Employees, such awards shall vest upon Completion as referred to in the Transition Incentive Award Letters and in accordance with the 2021 award agreements and 2019 and 2020 award amendment agreements under the plans at (i) and (ii), as contained in the Data Room (documents 8.6.2 to 8.6.11) and: (a) the Seller shall confirm to the Company the number of PPL Corporation shares in respect of which such awards vest; and (b) the Seller shall transfer, or procure the transfer, to the Key Employees as soon as reasonably practicable following Completion of the PPL Corporation shares in respect of which such awards vest.
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Employee Incentive Arrangements. 50 6.6 Issuance and Listing of TSA Class A Common Share.....................50 6.7
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Employee Incentive Arrangements. Except as Disclosed, within the 18 months immediately preceding the date of this Agreement, the Company has not operated any of the following, nor, so far as the Sellers are aware is it under any future obligation (whether or not legally binding) to do so: 11.5.1 any scheme or arrangement where its current or former directors or Employees or their relevant relatives or dependents may acquire shares or options to acquire shares of any class in the Company; 11.5.2 any employee trust under which current or former Employees their relatives or dependents are the beneficiaries or are entitled to receive any benefits; 11.5.3 any cash bonus scheme or other employee incentive arrangements not involving the issue of shares; or 11.5.4 any arrangement by which any commission or remuneration or any kind payable or due to any of its current directors of Employees may be calculated by reference to the turnover, profits or sales of the Company.
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Employee Incentive Arrangements. TSA agrees that it will cause MDL to implement the employee incentive arrangements relating to certain key Employees on a basis that is consistent with employee incentive arrangements implemented for the benefit of key employees of other TSA business units.
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Related to Employee Incentive Arrangements

  • Employee Arrangements Except as set forth on Section 8.2(h) of the UWWH Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 6.15(a) of the UWWH Disclosure Schedules, as contemplated by this Agreement, as set forth in the Employee Matters Agreement or as otherwise required by applicable Law, UWWH shall not, nor shall it permit any of its Subsidiaries to: (i) grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any UWWH Employee except any increases that would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries; (ii) pay or agree to pay to any UWWH Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing UWWH Benefit Plans as in effect on the date hereof, except as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries; (iii) except in the ordinary course of business, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, employment, severance or termination Contract or other arrangement with any UWWH Employee or his or her representative, provided, that any such new collective bargaining agreement or any termination of or material amendment to any such existing collective bargaining agreement in the ordinary course of business shall be subject to review by xpedx senior management reasonably in advance of the conclusion of such negotiations, and xpedx senior management shall have been informed periodically of the status of negotiations with respect thereto; (iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by UWWH or any of its Subsidiaries that was not in existence on the date hereof, or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of (B) (x) as would not result in a material increase in the annual aggregate cost (based on UWWH’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement or (y) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries; (v) grant any equity-based compensation to any UWWH Employee or director or independent contractor of UWWH or any of its Subsidiaries; (vi) make any offer for the employment or engagement of any UWWH Employee or other individual on a full-time, part-time, or consulting basis providing for an annual compensation in excess of $250,000; (vii) implement any distribution center, facility, warehouse or business unit closing or mass layoff that could implicate WARN; or (viii) make any loan to (x) any director, officer or member of senior management of UWWH or any of its Subsidiaries or (y) except in the ordinary course of business and in compliance with applicable Law, to any other UWWH Employee.

  • 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.

  • 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);

  • Bonus Plans A bonus is a lump sum payment that is not a permanent increase to the base salary of the individual and may be granted at the discretion of the President. A bonus may be awarded at any time and may be used for a variety of salary adjustments including, but not limited to the following:

  • Equity Incentive Compensation Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.