Executive Arrangements Clause Samples

The Executive Arrangements clause outlines the terms and conditions governing the employment relationship between an executive and the company. It typically addresses matters such as the executive's duties, reporting structure, compensation, benefits, and any special arrangements like relocation or signing bonuses. By clearly defining these aspects, the clause ensures both parties have a mutual understanding of expectations and obligations, thereby reducing the risk of disputes and promoting a smooth working relationship.
Executive Arrangements. Executive arrangements will be set forth in the Company Disclosure Schedules and must include the arrangement for the CEO, R▇▇▇▇▇ ▇▇▇▇▇.
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Executive Arrangements. Following the Effective Time, Parent shall cause the Surviving Corporation to perform its payment obligations to the individuals and in the amounts set forth in Section 5.14 of the Company Disclosure Letter pursuant to the terms of the executive arrangements with such individuals.
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Executive Arrangements. Schedule 7.2 sets forth the arrangements (the "Executive Arrangements") between the Del Monte Group and certain executives and employees of the Del Monte Group with respect to a sale of DMFC, true and complete copies of which have been made available to Purchasers. (a) Purchasers shall cause each member of the Del Monte Group to satisfy all of its obligations under each agreement set forth on Schedule 7.2(a). If there is any conflict between the summary of any such agreement set forth on such schedule and the terms of the agreement, the terms of the agreement shall in all cases govern. (b) Purchasers shall cause the Company to pay, on the Closing Date, the amounts described in Schedule 7.2(b) to the persons indicated thereon, subject to applicable withholding taxes. Such payment shall also be subject to (i) the approval of such payments by the shareholders of DMFC for purposes of Section 280G of the Code and (ii) receipt by the Company of a receipt from each such person acknowledging that the indicated payment is in full satisfaction of the Company's obligations with respect to the New Management Equity Plan. (c) Purchasers shall cause the Company to pay, on the Closing Date, the amounts described in Schedule 7.2(c) to the persons indicated thereon, subject to applicable withholding taxes and to receipt by the Company of a receipt from each such person acknowledging that the indicated payment is in full satisfaction of the Company's obligations with respect to the 1995 Management Equity Plan. (d) Purchasers shall cause the bonus pool under the Annual Incentive Award Plan ("AIPA") with respect to the performance period ending on June 30, 1997 to equal at least $2,525,100. Bonuses shall be paid pursuant to and in accordance with the terms of such Plan not later than July 31, 1997. Any participant who is involuntarily terminated without cause on or before July 31, 1997 shall be paid a pro-rata share of the participant's AIAP target with consideration given for performance factors. (e) Purchasers shall cause the Company to pay, on the Closing Date, the amounts described in Schedule 7.2(e) to the persons indicated thereon, subject to applicable withholding taxes and to receipt by the Company of a receipt from each such person acknowledging that the indicated payment is in full satisfaction of the Company's obligations with respect to the Long Term Incentive Plan.
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Executive Arrangements. Following the Separation Date, Root will receive the distribution of his SERP/Deferred Compensation account in accordance with the terms of the SERP/Deferred Compensation Plan. Since his employment is terminating before age 59, under the terms of the SERP/Deferred Compensation Plan his account will be paid in a lump sum in the seventh month after the month that includes the Separation Date (i.e., July 2010 if the Separation Date is December 31, 2009).
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Related to Executive 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.

  • 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);

  • Protective Arrangements In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

  • 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.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement