Management Members Sample Clauses

Management Members. The Management Members will be those who accept the pending offer to participate in the Units Plan. EXHIBIT A CONTINGENT BONUS -------------------------------------------------------------------------------- Issuer: A Subsidiary of the Company Bonus: Bonus of up to the maximum amount specified in the Management Member's subscription agreement with the Company, subject to the contingencies set forth below Contingency: Bonus will be paid to a Management Member following a Qualified IPO of a subsidiary of the Company (if a Qualified IPO occurs prior to June 1, 2005) if he or she is i) an employee of the Company or one of its subsidiaries on January 1, 2007 and ii) required to pay current income tax on compensation with respect to Class A Units prior to January 1, 2007 attributable to a final "determination" (as defined in Section 1313(a)(i) of the Code) of a valuation of such Units in excess of the valuation prepared by the Company's third party valuation firm; the bonus shall be an amount equal to the current income tax attributable to the "determination", subject to the maximum amount set forth above.

Management Members. The Employer or management members of the Labor Management Council shall consist of three (3) representatives designated by management; the Director of Utilities or the Manager shall be a member ex-officio of the Council.

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Management Members. The Management Members will be those individuals who accept the offer to participate in the Units Plan. Schedule B Target EBITDA Year Class C Unit Target EBITDA 2004 $577.2 million 2005 $621.5 million 2006 $644.6 million 2007 $668.7 million 2008 $693.9 million Year Class D Unit Target EBITDA 2004 $588.0 million 2005 $654.2 million 2006 $713.5 million 2007 $757.3 million 2008 $788.1 million EXHIBIT A ELECTION TO INCLUDE UNITS IN GROSS INCOME PURSUANT TO SECTION 83(B) OF THE INTERNAL REVENUE CODE The undersigned purchased units (the "Units") of Nalco LLC (the "Company") on ______ __, 200[_]. The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended ("Code ss.83(b)"), at the time the undersigned purchased the Units. Therefore, pursuant to Code ss.83(b) and Treasury Regulation ss.1.83-2 promulgated thereunder, the undersigned herEBY makes an election, with respect to the Units (described below), to report as taxable income for calendar year ____ the excess, if any, of the Units' fair market value on ____ __, 200[_] over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation ss.1.83-2(e):

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Management Members. Each Management Member will take into account, for purposes of determining such Management Member’s U.S. federal income tax liability, the distributive share of Company income, gain, loss, deduction and credit allocated in respect to such Management Member’s Class B Units (or any fractional interest therein) as reported to them, regardless of the fact that some or all of such Management Member’s Units may in certain circumstances be redeemed for no consideration.

Management Members. The Management Members will be those who accept the pending offer to participate in the Units Plan.

Management Members. The Board shall have the authority to issue, on behalf of the Company, Management Units in accordance with this Section 3.1(e). (i) The Company, with Supermajority Interest approval of the Board, may from time to time issue Management Units; provided that (x) upon commencement of the Stage 2 Period, the Company shall issue to the then-current Management Members fifty percent (50%) of the authorized Management Backend Units, if any, that have not yet been issued; (y) upon commencement of the Stage 3 Period, the Company shall issue to the then-current Management Members all remaining authorized Management Backend Units, if any, that have not yet been issued; and (z) upon the earliest to occur of: (1) a Sale Event, (2) a Partial Sale Event in which the Board elects to repurchase all outstanding Management Incentive Units pursuant to the terms of the applicable Award Agreements and (3) December 31, 2020, the Company shall issue to the then-current Management Members all remaining authorized Management Incentive Units that have not yet been issued, in the case of each of the foregoing clauses (x), (y) and (z), in amounts determined by Supermajority Interest approval of the Board. For the avoidance of doubt, all Management Units issued pursuant to clauses (x), (y) and (z) of the previous sentence shall be subject to the terms and conditions of an Award Agreement, which Award Agreement shall provide that such Management Units shall vest, if at all, based on the same criteria applicable to the applicable Management Member’s existing Management Units. Management Units may be issued, and the Persons to whom such unissued Management Units are issued may be admitted as a Management Member only after Supermajority Interest approval of the Board and each such Management Member executes those agreements and instruments as determined by the Board, in each case in form and substance as the Board may deem necessary or desirable to effect such admission. Management Units may be issued, and the Persons to whom such Management Units are issued may be admitted as additional Management Members, only after (A) Supermajority Interest approval of the Board, and (B) each such additional Management Member executes an Award Agreement and any other agreements and instruments as determined by the Board, in each case in form and substance as the Board may deem necessary or desirable to effect such admission. The Company shall maintain in its books and records a true and complete list of ...