Arrangements between Carlsberg and Britvic Management Sample Clauses

Arrangements between Carlsberg and Britvic Management. Britvic wishes to incentivise and retain key employees in the Britvic business in order to ensure successful completion of the Acquisition and to protect the business to be acquired. Accordingly, Xxxxxxxxx has acknowledged that Britvic may implement certain employee retention awards of an aggregate value up to a maximum of £16.5 million (gross) for between 130 and 180 Britvic Group employees identified by Britvic as being business critical (the "Retention Arrangements"). Up to 50 per cent. of such awards will be payable as soon as reasonably practicable following Britvic ceasing to be listed on the Official List of the London Stock Exchange and the balance as soon as reasonably practicable following the date falling nine months after the Effective Date, subject to the relevant employees being employed by the Britvic Group or Carlsberg Group on, and not having resigned prior to, the relevant payment date except that where the relevant employee has, on or prior to the payment date, been subject to a Qualifying Termination or given or received notice of Qualifying Termination in which case payment shall be made in full within 30 days of the date of such Qualifying Termination if earlier. As part of the Retention Arrangements, Xxxxx Xxxxxxxxxx, Chief Executive Officer of the Britvic Group, and Xxxxxxx Xxxxxx, Chief Financial Officer of the Britvic Group, will each be entitled to receive cash payments of 175 per cent. of their annual base salaries, respectively, less any legally required deductions, subject to the completion of the Acquisition and Britvic ceasing to be listed on the Official List of the London Stock Exchange (the "Executive Retention Arrangements"). As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Xxxxxx Xxxxxxx and Europa Partners have (in their capacity as independent advisers to Britvic for the purposes of Rule 3 of the Takeover Code) reviewed the terms of the Retention Arrangements and the Executive Retention Arrangements as described above, together with other information deemed relevant by them and advised Britvic that the Retention Arrangements and the Executive Retention Arrangements are fair and reasonable. In providing their advice, Xxxxxx Xxxxxxx and Europa Partners have taken into account the commercial assessments of the Britvic Directors.
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