Executive Retention Plan Clause Samples

Executive Retention Plan. You shall continue to be eligible to receive payment under the Executive Retention Plan in respect of any awards granted prior to the date hereof. Any awards payable based upon performance in respect of calendar year 2012 will be payable to you in the ordinary course, at the same time as, and subject to the same terms and conditions as apply to, all other ▇▇▇▇ Foods participants in the Executive Retention Plan. For the avoidance of doubt, if you remain employed, in any capacity, until the Resignation Date, whether the Resignation Date is June 30, 2013 or an earlier date as agreed to by the Chief Executive Officer pursuant to this Agreement, you will be eligible to receive the retention payment payable to you for the 2012 performance year, payable at the same time as other similarly-situated executives receive the retention payment. November 7, 2012 ▇▇▇▇▇ ▇▇▇▇ Letter Agreement As your Resignation Date is expected to occur prior to the end of the 2013 plan year, you understand and agree that you forfeit without payment any right in respect of the 2013 portion of your Executive Retention Plan interests.

Executive Retention Plan. The provisions of this Agreement shall continue to apply during periods when Executive is in the “Transition Period” under Article 4 of the Executive Retention Plan. Commencing on the date that Executive begins the “Continued Employment Period” for purposes of Article 5 of the Executive Retention Plan, all of Executive’s rights to future severance benefits under this Agreement shall cease and Executive’s sole severance or similar rights shall be those set forth in the Executive Retention Plan. 76 ▇▇▇▇▇▇▇▇’▇ Corporation

Executive Retention Plan. A new Section 21 is hereby added to the Agreement to read as follows:

Executive Retention Plan. The Company shall pay to Employee all payments required under the Executive Retention Plan (the "ERP"), the terms of which are attached hereto as Exhibit C, notwithstanding whether the Board of Directors amends or terminates the ERP after the date hereof. The terms "cause" and "good reason" as used in the ERP, when applied to Employee, shall mean "Cause" and "Constructive Termination," as such terms are defined in Sections 9(b) and 9(d) of the Agreement. Any amendment to the ERP approved by the Board of Directors shall be ineffective with respect to Employee unless and until it is set forth in a written amendment to this Agreement signed by the Company and Employee.

Executive Retention Plan. Employee will be eligible to participate in the benefits of HME's Executive Retention Plan, which is attached hereto as Exhibit C, as such plan may be subsequently amended.