Common use of Employee Incentive Arrangements Clause in Contracts

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of such share schemes or their participants have been obtained and, so far as the Warrantors are aware, have not been withdrawn, and so far as the Warrantors are aware no act or omission has occurred which has or would prejudice any such tax clearance or approval; and (vi) no Employee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.

Employee Incentive Arrangements. (a) There have been Disclosed each of the following which are now or have at any time in within the period since 18 months immediately preceding the Incorporation Date date of this agreement been operated by any Group Company and/or the Seller or which any Group Company and/or the Seller is under any obligation (whether or not legally binding) to provide at any future date: (i) any scheme or arrangement whereby 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 any Group Company; (ii) any employee trust under which Employees, current or former 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 current 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 paragraph 7.3(a):) above and referred to in the Disclosure Letter: (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; (iviii) all documents relating to such share schemes which are required to be filed with any regulatory authority have been so filed filed, and all regulatory requirements relating to such share schemes have been complied with; (viv) all tax clearances and approvals necessary or desirable 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, and 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 (viv) no Group Company has received any notice from any current or former Employee or relation or dependent or other participants in any such share schemes has made of any claim against any of the Seller Sellers or any Group Company.

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) 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 shall confirm to the turnover, profits or sales Company the number of any Group Company.PPL Corporation shares in respect of which such awards vest; and (b) In relation the Seller shall transfer, or procure the transfer, to any share schemes or arrangements the Key Employees as soon as reasonably practicable following Completion of the kind referred PPL Corporation shares in respect of which such awards vest. 19.2 Where the Group Companies are responsible for withholding income tax and/or employees’ national insurance contributions (or any similar liability), to be accounted for to the Taxation Authorities in Warranty 7.3(a): any jurisdiction, resulting from, or otherwise in connection with, the participation by any of the Key Employees in (i) copies of all documents governing such share schemes have been attached the PPL Corporation Amended and Restated 2012 Stock Incentive Plan; and (ii) the PPL Corporation Incentive Compensation Plan: (a) the Seller shall provide the Group Companies in a timely manner with sufficient information to enable the Group Companies to fulfil their obligations to the Disclosure LetterTaxation Authorities in any jurisdiction; (iib) a list the Buyer will procure that the Group Companies will provide the relevant persons at the Seller with all such information as they shall reasonably require for the purpose of all Employees, Directors or Consultants that have received options or equivalent awards or promises under any such share schemes is set out in ascertaining the Disclosure Letter; (iii) such share schemes have at all times been operating in accordance with their governing rules or terms amount of income tax and all applicable laws; (iv) all documents relating to such share schemes which are required employees’ national insurance contributions due to be filed with any regulatory authority have been so filed accounted for in respect of the awards, including but not limited to the Key Employees’ income tax rates 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 approvalemployee national insurance rates; and (vic) no Employee or relation or dependent or other participants in any such share schemes has made any claim against any of subject to clause 19.2(b) above, the Seller shall withhold, or shall procure the withholding of, from any shares to be delivered to the Key Employees, sufficient to reimburse the Group CompanyCompanies for the withholding of income tax and/or employees’ social security contributions and shall pay or procure the payment of such amount to the Company in a timely manner.