Allocation of Directors’ Compensation. Xxxxxxx Controls shall be responsible for the payment of any fees for service on the Xxxxxxx Controls Board that are earned at, before, or after the Effective Time, and Adient shall not have any responsibility for any such payments. With respect to any Adient non-employee director, Adient shall be responsible for the payment of any fees for service on the Adient Board that are earned at any time after the Effective Time and Xxxxxxx Controls shall not have any responsibility for any such payments. Notwithstanding the foregoing, Adient shall commence paying quarterly cash retainers to Adient non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if Xxxxxxx Controls has already paid such quarter’s cash retainers to Xxxxxxx Controls non-employee directors prior to the Effective Time, then within 30 days after the end of the fiscal quarter in which the Distribution Date occurs, Adient shall pay Xxxxxxx Controls an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Adient after the Distribution Date, and (ii) if Xxxxxxx Controls has not yet paid such quarter’s cash retainers to Xxxxxxx Controls non-employee directors prior to the Effective Time, then within 30 days after the end of the fiscal quarter in which the Distribution Date occurs, Xxxxxxx Controls shall pay Adient an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Xxxxxxx Controls on and prior to the Distribution Date.
Appears in 5 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement, Employee Matters Agreement (Adient LTD)
