Pre-Transition Period Clause Samples

Pre-Transition Period. During the period beginning with the Effective Date and continuing until the Transition Date (the “Pre-Transition Period”) Colleague will continue to serve as Energizer’s Chief Executive Officer, with the same duties and responsibilities as in effect immediately prior to the Effective Date of this Agreement. Colleague’s compensation and benefits during the Pre-Transition Period shall be determined in the same manner as immediately prior to the Effective Date, and in all circumstances, subject to the review and approval of Energizer’s Human Capital Committee and Board of Directors (as applicable) consistent with Energizer’s past practices. For purposes of clarity, nothing in this Section 2 shall prohibit Energizer’s Human Capital Committee from administering Energizer’s various incentive, equity and other employee benefit plans, programs and agreement pursuant to its authority under Colleague’s fiscal 2019, 2020 and 2021 Time-Based Restricted Stock Equivalent Award Agreements and Colleague’s fiscal 2019, 2020 and 2021 Performance Restricted Stock Equivalent Award Agreements, including, but not limited to, exercising discretion with respect to determination of amount of any payment; provided, however, that any exercise of discretion by Energizer’s Human Capital Committee shall generally be applied in a uniform fashion among Energizer’s senior executives. Aside from the potential application of discretion described in the preceding sentence, Energizer shall not otherwise modify the vesting provisions applicable to awards described in Section 2 of this Agreement without Colleague’s prior written consent.

Pre-Transition Period. From the date that this Agreement is signed through the Transition Date, Executive shall be entitled to the following: (a) A base annual salary that is no less than the base annual salary that the Executive received in fiscal year 2017. (b) 100% of the Executive’s earned annual incentive for fiscal year 2017 under the Sysco Corporation Fiscal 2017 Management Incentive Program for MIP Bonus-Eligible Positions that is payable in August of 2017. (c) Equity grants (of all forms) that are expected to be made in August of 2017 that are no less in aggregate value than the equity grants made to the Executive for fiscal year 2017, provided that Executive’s employment is not terminated due to Executive’s death prior to the grant date(s). (d) Participation in all retirement plans (qualified and non-qualified), including the allocation of all employer matching contributions to such plans, and all health and welfare plans in which Executive (and his dependents) have historically participated. (e) Eligibility for a fiscal year 2018 annual incentive targeted at 150% of base salary. Such annual incentive will be calculated based on actual financial results of the Company’s fiscal year 2018 performance and paid at the same time as all other fiscal year 2018 annual incentives.

Pre-Transition Period. Executive shall continue in his current position of Chief Executive Officer of the Employers and member of the Board and as a director and officer of certain subsidiaries and affiliates of the Company through the Company’s 2020 annual meeting of stockholders (the “First Transition Date,” and such period from the Effective Date until the First Transition Date, the “Pre-Transition Period”). During the Pre-Transition Period, Executive shall: (i) continue to receive base salary at the annual rate in effect as of the date immediately prior to the Effective Date; (ii) continue to be eligible for an annual performance bonus for 2019 and 2020 with the same target bonus in effect as of the date immediately prior to the Effective Date; provided, however, that Executive’s annual bonus for 2020 shall be prorated (based on the number of days during 2020 that Executive serves as Chief Executive Officer of the Employers) and determined based on full year Company performance for 2020, which performance shall be determined in a manner consistent with other senior executives under the Company’s Annual Incentive Program; (iii) continue to be eligible to participate in such employee benefit plans, programs and policies as are available to senior executives of the Company, as well as to receive other applicable benefits and perquisites under Section 3(e) of the Employment Agreement; and (iv) continue to be eligible to receive a 2020 long-term equity incentive award (the “2020 LTI Award”) with a grant date fair market value equal to $10,500,000, which shall be delivered through vehicles and designs that are generally consistent with those awarded to the Company’s other senior executive officers, as contemplated by the Employment Agreement. During the Pre-Transition Period, Executive shall devote his full business time and efforts to the business and affairs of the Employers, provided that Executive shall be entitled to serve as a member of the board of directors of a reasonable number of other companies, to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder (such activities the “Outside Activities”). Executive shall not become a director of any for profit entity without first receiving the approval of the Nominating/Governance Committ...

Pre-Transition Period. During the Pre-Transition Period (or until any earlier termination of employment), Executive shall continue in his role as the Company’s Chief Executive Officer with the same duties, authority and responsibilities, including those contemplated by the Offer Letter, as in effect as of the Effective Date. During the Pre-Transition Period, Executive shall serve as a full-time executive officer and member of the Board, consistent with his employment prior to the Effective Date, and shall devote his full business time and attention to his duties and responsibilities in accordance with the Offer Letter.

Pre-Transition Period. Commencing on the Effective Date and, unless terminated earlier by the Company or Executive as provided in Section 4 of this Agreement, ending on September 30, 2003 (the “Transition Date”) (such period between the Effective Date and the Transition Date is referred to herein as the “Pre-Transition Period”), Executive shall continue to serve as a full time employee of the Company, with such duties and reporting structure as determined by the Chief Executive Officer. The Parties agree that Executive shall cease to serve as a full-time employee no later than the close of business on the Transition Date.