Common use of Employees of Manager Clause in Contracts

Employees of Manager. (a) All JV Employees, including the CEO and members of the Senior Executive Team, will be remunerated in a manner that is consistent with the WA Iron Ore JV’s objectives, subject to: (i) the value of pre-existing entitlements of employees that are to be transferred to the Manager being preserved; and (ii) the WA Iron Ore JV meeting those pre-existing entitlements and paying any redundancy costs. (b) Each Owner and the Manager must ensure that: (i) the CEO and each member of the Senior Executive Team: (A) is employed on an exclusive basis by the Manager and is not employed by, or seconded from, an Owner or its Affiliates; (B) during the period of such employment: (1) is not an Officer, and does not sit on any committee, council or other oversight group, of an Owner or its Affiliates; and (2) does not report, or provide information, to one Owner or its Affiliates, but not the other Owner or its Affiliates, except as required under this Agreement or the Ring-Fencing Protocol; and (C) is not engaged through any relationship of employment, consultancy or other arrangement by either Owner Parent or its Affiliates within 18 months of ceasing to hold their position of CEO or Senior Executive Team member, without the approval of the Owners’ Council; and (ii) the Manager’s principal place of business and that of any JV Entity is in a building that is not occupied by any part of the global iron ore business of either Owner, or branded with the name of either Owner. (c) No Owner has the right to second employees to the WA Iron Ore JV or appoint persons to specific positions within the WA Iron Ore JV. (d) The Owners and their Affiliates must not provide any commitment, reassurance or representation of employment or re-employment of any JV Employee who is a member of the Senior Executive Team or a direct report of the Senior Executive Team either as part of the process of engagement for employment by the Manager or during the period of employment by the Manager of any such JV Employee. West Australian Iron Ore Production Joint Venture Agreement (e) The Owners and their Affiliates must not offer to employ, or seek to employ, a JV Employee who is a member of the Senior Executive Team or a direct report of the Senior Executive Team, without the prior approval of the Owners’ Council.