Common use of Corporate Bonus Practices Clause in Contracts

Corporate Bonus Practices. (i) The Parent Compensation Committee shall determine the level of achievement of any applicable annual cash incentive goals that do not relate exclusively to the RXO business for the period from January 1, 2022 through the latest practicable date prior to the Effective Time and SpinCo shall determine the amount of the annual cash incentive payments with respect to such period for SpinCo Group Employees and Former SpinCo Group Employees who are otherwise eligible to receive such payments pursuant to the SpinCo Non-Equity Incentive Practices based on such performance determination. Subject to the first sentence of this Section 4.04(a)(i), (i) the SpinCo Group shall be responsible for determining all bonus awards that would otherwise be payable under the SpinCo Non-Equity Incentive Practices to SpinCo Group Employees or Former SpinCo Group Employees for any performance periods that are open when the Effective Time occurs and (ii) the SpinCo Group shall also determine for SpinCo Group Employees or Former SpinCo Group Employees (A) the extent to which established performance criteria (as interpreted by the SpinCo Group, in its sole discretion) have been met, and (B) the payment level for each SpinCo Group Employee or Former SpinCo Group Employee. The SpinCo Group shall assume all Liabilities with respect to any such bonus awards payable to SpinCo Group Employees or Former SpinCo Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member of the Parent Group shall have any obligations with respect thereto. (ii) The Parent Group shall be responsible for determining all bonus awards that would otherwise be payable under the Parent Non-Equity Incentive Practices to Parent Group Employees or Former Parent Group Employees and any bonus payable to a Parent Group Employee who was covered immediately prior to the Effective Time under a SpinCo Non-Equity Incentive Practices for any performance periods that are open when the Effective Time occurs . The Parent Group shall also determine for Parent Group Employees or Former Parent Group Employees (A) the extent to which established performance criteria (as interpreted by the Parent Group, in its sole discretion) have been met, and (B) the payment level for each Parent Group Employee or Former Parent Group Employee. The Parent Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to Parent Group Employees or Former Parent Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member of the SpinCo Group shall have any obligations with respect thereto.

Corporate Bonus Practices. (i) The Parent Compensation Committee shall determine the level of achievement of any applicable annual cash incentive goals that do not relate exclusively to the RXO business for the period from January 1, 2022 through the latest practicable date prior to the Effective Time and SpinCo shall determine the amount of the annual cash incentive payments with respect to such period for SpinCo Group Employees and Former SpinCo Group Employees who are otherwise eligible to receive such payments pursuant to the SpinCo Non-Equity Incentive Practices based on such performance determination. Subject to the first sentence of this Section 4.04(a)(i), (i) the SpinCo Group shall be responsible for determining all bonus awards that would otherwise be payable under the SpinCo Non-Equity Incentive Practices to SpinCo Group Employees or Former SpinCo Group Employees for any performance periods that are open when the Effective Time occurs and (ii) the occurs. The SpinCo Group shall also determine for SpinCo Group Employees or Former SpinCo Group Employees (A) the extent to which established performance criteria (as interpreted by the SpinCo Group, in its sole discretion) have been met, and (B) the payment level for each SpinCo Group Employee or Former SpinCo Group Employee. The SpinCo Group shall assume all Liabilities with respect to any such bonus awards payable to SpinCo Group Employees or Former SpinCo Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member of the Parent Group shall have any obligations with respect theretothereto except as provided in the Separation and Distribution Agreement. (ii) The Parent Group shall be responsible for determining all bonus awards that would otherwise be payable under the Parent Non-Equity Incentive Practices to Parent Group Employees or Former Parent Group Employees and any bonus payable to a Parent Group Employee who was covered immediately prior to the Effective Time under a SpinCo Non-Equity Incentive Practices for any performance periods that are open when the Effective Time occurs occurs. The Parent Group shall also determine for Parent Group Employees or Former Parent Group Employees (A) the extent to which established performance criteria (as interpreted by the Parent Group, in its sole discretion) have been met, and (B) the payment level for each Parent Group Employee or Former Parent Group Employee. The Parent Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to Parent Group Employees or Former Parent Group Employees for any performance periods that are open when the Effective Time occurs and thereafter, and no member of the SpinCo Group shall have any obligations with respect thereto.