ESBA Clause Samples
The ESBA (Entire Supply and Business Agreement) clause defines the comprehensive scope of the agreement, ensuring that all aspects of the supply and business relationship between the parties are governed by a single, unified contract. This clause typically applies to situations where a supplier and a buyer want to consolidate all their dealings—such as product supply, pricing, delivery terms, and service obligations—under one agreement, rather than managing multiple separate contracts. By doing so, the ESBA clause streamlines administration, reduces the risk of conflicting terms, and provides clarity and certainty for both parties regarding their rights and obligations.
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ESBA. The Plan Amount in respect of all Executive Special Benefit Agreements ("ESBA's") between the Executive and Interpublic shall consist of an amount equal to the present discounted values, using the Discount Rate designated in section 5.8 hereof as of the date of the Change of Control, of all payments that the Executive would have been entitled to receive under the ESBA's if he had terminated employment with the Company on the day immediately prior to the Change of Control. Upon receipt of the Plan Amount in respect of the ESBA's, the Executive shall waive any rights that he may have to payments under the ESBA's. If the Executive makes an election pursuant to, and executes the waiver required under, this section 2.2, his Regular Compensation shall be increased as of the date of the Change of Control at an annual rate equal to the sum of the annual rates of deferred compensation in lieu of which benefits are provided the Executive under any ESBA the Accrual Term for which (as defined in the ESBA) includes the date of the Change of Control.