Management Members. For the avoidance of doubt, the provisions of Section 3.7(a) and (b) shall not in any way limit any non-competition or non-solicitation restrictions contained in an employment, severance, separation or services agreement between any Management Member or any other Member who is an employee of the Company or any of its Subsidiaries and the Company or any of its Subsidiaries.
Management Members. The Management Members will be those who accept the pending offer to participate in the Units Plan. EXHIBIT A CONTINGENT BONUS -------------------------------------------------------------------------------- Issuer: A Subsidiary of the Company Bonus: Bonus of up to the maximum amount specified in the Management Member's subscription agreement with the Company, subject to the contingencies set forth below Contingency: Bonus will be paid to a Management Member following a Qualified IPO of a subsidiary of the Company (if a Qualified IPO occurs prior to June 1, 2005) if he or she is i) an employee of the Company or one of its subsidiaries on January 1, 2007 and ii) required to pay current income tax on compensation with respect to Class A Units prior to January 1, 2007 attributable to a final "determination" (as defined in Section 1313(a)(i) of the Code) of a valuation of such Units in excess of the valuation prepared by the Company's third party valuation firm; the bonus shall be an amount equal to the current income tax attributable to the "determination", subject to the maximum amount set forth above.
Management Members. The Employer or management members of the Labor Management Council shall consist of three (3) representatives designated by management; the Director of Utilities or the Manager shall be a member ex-officio of the Council.
Management Members. The Management Members will be those individuals who accept the offer to participate in the Units Plan. Schedule B Target EBITDA Year Class C Unit Target EBITDA 2004 $577.2 million 2005 $621.5 million 2006 $644.6 million 2007 $668.7 million 2008 $693.9 million Year Class D Unit Target EBITDA 2004 $588.0 million 2005 $654.2 million 2006 $713.5 million 2007 $757.3 million 2008 $788.1 million EXHIBIT A ELECTION TO INCLUDE UNITS IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned purchased units (the "Units") of Nalco LLC (the "Company") on ______ __, 200[_]. The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended ("Code ss.83(b)"), at the time the undersigned purchased the Units. Therefore, pursuant to Code ss.83(b) and Treasury Regulation ss.1.83-2 promulgated thereunder, the undersigned herEBY makes an election, with respect to the Units (described below), to report as taxable income for calendar year ____ the excess, if any, of the Units' fair market value on ____ __, 200[_] over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation ss.1.83-2(e):
Management Members s/ Xxxx X. Xxxxx Xxxx Xxxx Xxxxx /s/ Xxxxxxxx X. Xxxxx Xxxxxxxx Xxx Xxxxx /s/ Xxxx X. XxXxxxxxx Xxxx X. XxXxxxxxx /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Signature Page to Amended & Restated LLC Agreement
Management Members. Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Valentine Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx X. Xxxx Xxxx X. XxXxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxx Xxxxxx X. Xxxxxxx Xxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx [Signature Page to Contribution, Assignment and Assumption Agreement] Exhibit A Holders of Common Units Holders of Common Units Common Units of PES LLC Contributed to PESC Company Limited Partner Units in PESC Company Received by Holder of Common Units Carlyle PES, L.L.C. c/o The Carlyle Group 0000 Xxxxxxxxxxxx Xxx. XX, Xxxxx 000 Xxxxx Xxxxxxxxxx, XX 00000-0000 [·] [·] PES Equity Holdings, LLC c/o Energy Transfer Partners, L.P. 0000 Xxx Xxxx Xxxxxx Xxxxxx, XX 00000 [·] [·] Xxxxx X. Xxxx c/o PESC Company, LP 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 [·] [·] Xxxxxx X. Xxxxxxx c/o PESC Company, LP 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 [·] [·] Exhibit B Holders of Incentive Units Holders of Incentive Units* Incentive Units of PES LLC Contributed to PESC Company Limited Partner Units in PESC Company Received by Holder of Incentive Units Xxxxxxx X. Xxxxxxxx [·] [·] Xxxxxxx X. Xxxxx [·] [·] Valentine Xxxxx Xxxxxx [·] [·] Xxxxxxx X. Xxxxxx [·] [·] Xxxxx X. Xxxxxx [·] [·] Xxxxxxx X. Xxxx [·] [·] Xxxx X. XxXxxxx [·] [·] Xxxx X. Xxxxxxxxx [·] [·] Xxxxx X. Xxxx [·] [·] Xxxxxx X. Xxxxxxx [·] [·] Xxxx Xxxxxx [·] [·] Xxxxxx X. Xxxxxxx [·] [·]
Management Members. Three (3) Worker Members – to represent each of the bargaining units
Management Members. For the avoidance of doubt, no Management Members or any other Members who are employees of the Company or any of its Subsidiaries will be entitled to any of the rights set forth in Section 3.8(a) and (b), and such provisions shall not in any way limit any non-competition or non-solicitation restrictions contained in this Agreement or an employment, severance, separation or services agreement between such Member and the Company or any of its Subsidiaries.
Management Members. Each Management Member will take into account, for purposes of determining such Management Member’s U.S. federal income tax liability, the distributive share of Company income, gain, loss, deduction and credit allocated in respect to such Management Member’s Class B Units (or any fractional interest therein) as reported to them, regardless of the fact that some or all of such Management Member’s Units may in certain circumstances be redeemed for no consideration.
Management Members. The Management Members will be those who accept the pending offer to participate in the Units Plan.
