Protection of Leadership Pool Sample Clauses

Protection of Leadership Pool. Participant and the Company agree to the following: (a) Participant is a top-level employee of the Company or has special skills or knowledge important to the Company or has skills that are difficult for the Company to replace. (b) Participant’s colleagues who are employed by the Company in a position of officer or manager, or above (collectively, the “Leadership Pool”) are likewise top-level employees of the Company or have special skills or knowledge important to the Company or have skills that are difficult for the Company to replace. (c) If Participant or any member of the Leadership Pool ceases to be so employed, the Company will have a business necessity to replace the skills lost. (d) It takes time after an employee of the caliber of Participant and/or the Leadership Pool leaves the employ of the Company to replace the skills lost; 180 days is a reasonable measure of the time needed to replace such skills. (e) A primary and necessary source of replacement of the skills of Participant and/or a member of the Leadership Pool are the other members of the Leadership Pool. (f) The parties recognize that employees of the Company (not otherwise bound by contract) are not in any way restricted from competing with the Company, and are not obligated to accept, nor even to consider, proposals by the Company that they replace Participant or a member of the Leadership Pool in the event Participant or a member of the Leadership Pool leaves the Company. (g) Because of Participant’s present position, Participant is in a position to assist and influence those members of the Leadership Pool with whom Participant has or had a working relationship during the immediately preceding two (2) years, or about whom/which Participant has acquired or possessed specialized knowledge (in either case, a “Restricted Person”) in choosing whether to remain with the Company and consider or accept other positions with the Company rather than choosing to seek other opportunities outside the Company. Any suggestion by Participant that a Restricted Person should seek another employment opportunity outside the Company, and any offer of another employment opportunity by another employer to a Restricted Person with the assistance of Participant, would be such assistance and influence, in derogation of Participant’s duty to the Company as a managerial and supervisory employee. (h) The monetary value of the loss to the Company in case Participant in fact assists or influences a Restricted Perso...
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Protection of Leadership Pool. The Participant and the Company and its affiliates agree to the following: a. Participant has managerial, supervisory, or mentoring responsibilities and skills which are necessary to the legitimate business interests of the Company and its affiliates. b. If the Participant ceases to be so employed, the Company and its affiliates will have a business necessity to replace the skills lost. c. It takes time after an employee leaves the employ of the Company or any of its affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace the skills of the Participant. d. A primary and necessary source of replacement of Participant’s skills is the existing pool of employees of the Company and its affiliates who are in positions of the sort which constitutes the managerial and supervisory pool, specifically those employees having a position of officer, or above. e. The parties recognize that employees of the Company or any of its affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its affiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its affiliates that they replace Participant in the event Participant leaves the Company or any of its affiliates. f. Because of the Participant’s present position, Participant is in a position to assist and influence another employee choosing whether to remain with the Company and its affiliates and consider or accept other positions with the Company and its affiliates rather than choosing to seek other opportunities outside the Company or any of its affiliates. Any suggestion by Participant that another employee of the Company or any of its affiliates seek another employment opportunity outside the Company or any of its affiliates and any offer of another employment opportunity by another employer with the assistance of the Participant, would be such assistance and influence, in derogation of Participant’s duty to the Company and its affiliates as a managerial and supervisory employee. g. The monetary value of the loss to the Company and its affiliates in case Participant in fact assists or influences another employee to leave the Company or any of its affiliates would be impossible to precisely measure. Injunctive relief for a breach of subsection (i) would also be ineffective. h. The parties agree that a fair estimate of the monetary value of the loss to the Company and its affili...
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Protection of Leadership Pool. In consideration of this Agreement, the Executive and the Company agree to the following: (a) The Executive is a top-level employee of the Company or an Affiliate, has special skills or knowledge important to the Company or its Affiliates, and/or has skills that are difficult for the Company or its Affiliates to replace. (b) The Executive’s colleagues who are employed by the Company or any of its Affiliates in a position of officer or manager, or above (collectively, the “Leadership Pool”) are likewise top-level employees of the Company or an Affiliate, have special skills or knowledge important to the Company or its Affiliates, and/or have skills that are difficult for the Company or its Affiliates to replace. (c) If the Executive or any member of the Leadership Pool ceases to be so employed, the Company or its Affiliates will have a business necessity to replace the skills lost. (d) It takes time after an employee of the caliber of the Executive and/or the Leadership Pool leaves the employ of the Company or any of its Affiliates to replace the skills lost; 180 days is a reasonable measure of the time needed to replace such skills. (e) A primary and necessary source of replacement of the skills of the Executive and/or a member of the Leadership Pool are the other members of the Leadership Pool. (f) The parties recognize that employees of the Company or any of its Affiliates (not otherwise bound by contract) are not in any way restricted from competing with the Company or any of its Affiliates, and are not obligated to accept, nor even to consider, proposals by the Company or any of its Affiliates that they replace the Executive or a member of the Leadership Pool in the event the Executive or a member of the Leadership Pool leaves the Company or any of its Affiliates. (g) Because of the Executive’s present position, the Executive is in a position to assist and influence those members of the Leadership Pool with whom the Executive has or had a working relationship during the immediately preceding twenty-four (24) months, or about whom/which the Executive has acquired or possessed specialized knowledge (in either case, a “Restricted Person”) in choosing whether to remain with the Company or its Affiliates and consider or accept other positions with the Company or its Affiliates rather than choosing to seek other opportunities outside the Company or any of its Affiliates. Any suggestion by the Executive that a Restricted Person should seek another employment ...
Sample 1
Protection of Leadership Pool. Participant and the Company agree to the following:
Sample 1

Related to Protection of Leadership Pool

  • Protection of Reputation During Executive’s employment with the Company and thereafter, Executive agrees that he will take no action which is intended, or would reasonably be expected, to harm the reputation of the Company or any of its affiliates or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or its affiliates. Nothing herein shall prevent Executive from making any truthful statement in connection with any investigation by the Company or any governmental authority or in any legal proceeding.

  • Cybersecurity; Data Protection To the Company’s knowledge, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (collectively, the “Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except in each case as would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

  • Volunteer Firefighting Leave Leave without pay will be granted when an employee who is a volunteer firefighter is called to duty to respond to a fire, natural disaster or medical emergency.

  • EMPLOYMENT POLICY AND UNION MEMBERSHIP 5.01 The Union and the Employer will cooperate in maintaining a desirable and competent labour force. The Employer will notify the Union of manpower requirements giving as much prior notice as possible. The Union will provide a list of manpower available. The Employer at its discretion may hire employees so listed or from other sources. 5.02 The Employer has the right to hire new employees as needed, provided that no new employee(s) will be hired while there are available employees on layoff qualified to do the work. 5.03 New employees will be hired on a three (3) month probationary period, and thereafter shall attain regular employment status. Their respective seniority shall be dated back to the date of their last hiring by the Employer. 5.04 Probationary employees are covered by the Agreement, excepting those provisions which specifically exclude such employees. 5.05 The Employer and the Union will endeavour to make use of an apprenticeship program for employees hired in the Skilled Xxxxxxx Helper and Xxxxxxx Helper classifications. The parties recognize the Employer's legitimate concern to maintain control over the availability of manpower especially at peak work periods. 5.06 Neither the Employer nor the Union will compel employees to join the Union. The Employer will not discriminate against any employees because of Union membership or lack of it, and will inform all new employees of the contractual relationship between the Employer and the Union. Before commencing work, any new employee will be referred by the Employer to a xxxxxxx or Local 52 Representative in order to give such xxxxxxx or Local 52 Representative an opportunity to describe the Union's purposes and representation policies to such new employees.

  • Protection of PFPC Trust PFPC Trust shall be indemnified by the Fund and without liability for any action PFPC Trust takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC Trust receives from or on behalf of the Fund or from counsel and which PFPC Trust believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC Trust (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

  • Streamcourse Protection “Streamcourses” that are subject to provisions of this Section are shown on Sale Area Map. Unless otherwise agreed, the following measures shall be observed to protect Streamcourses: (a) Purchaser’s Operations shall be conducted to prevent debris from entering Streamcourses, except as may be authorized under paragraph (d). In event Pur- chaser causes debris to enter Streamcourses in amounts that may adversely affect the natural flow of the stream, water quality, or fishery resource, Purchaser shall remove such debris as soon as practicable, but not to exceed 2 days, and in an agreed manner that will cause the least disturbance to Streamcourses. (b) Culverts or bridges shall be required on Tempo- rary Roads at all points where it is necessary to cross Streamcourses. Such facilities shall be of sufficient size and design and installed in a manner to provide unob- structed flow of water and to minimize damage to Streamcourses. Trees or products shall not be otherwise hauled or yarded across Streamcourses unless fully sus- pended. (c) Wheeled or track-laying equipment shall not be operated in Streamcourses, except at crossings desig- nated by Forest Service or as essential to construction or removal of culverts and bridges. (d) Flow in Streamcourses may be temporarily di- verted only if such diversion is necessary for Purchaser’s planned construction and Forest Service gives written au- thorization. Such flow shall be restored to the natural course as soon as practicable and, in any event, prior to a major storm runoff period or runoff season.

  • Rights Protection Mechanisms and Abuse Mitigation ­‐ Registry Operator commits to implementing and performing the following protections for the TLD: i. In order to help registrars and registrants identify inaccurate data in the Whois database, Registry Operator will audit Whois data for accuracy on a statistically significant basis (this commitment will be considered satisfied by virtue of and for so long as ICANN conducts such audits). ii. Work with registrars and registrants to remediate inaccurate Whois data to help ensure a more accurate Whois database. Registry Operator reserves the right to cancel a domain name registration on the basis of inaccurate data, if necessary. iii. Establish and maintain a Domains Protected Marks List (DPML), a trademark protection service that allows rights holders to reserve registration of exact match trademark terms and terms that contain their trademarks across all gTLDs administered by Registry Operator under certain terms and conditions. iv. At no cost to trademark holders, establish and maintain a Claims Plus service, which is a notice protection mechanism that begins at the end of ICANN’s mandated Trademark Claims period. v. Bind registrants to terms of use that define and prohibit illegal or abusive activity. vi. Limit the use of proxy and privacy registration services in cases of malfeasance. vii. Consistent with the terms of this Registry Agreement, reserve the right to exclude from distribution any registrars with a history of non-­‐compliance with the terms of the Registrar Accreditation Agreement. viii. Registry Operator will be properly resourced to perform these protections.

  • Protection of PFPC PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

  • System for Award Management (XXX) Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a XXX.xxx proof of registration and Commercial and Government Entity (CAGE) number. Grantee will continue to maintain an active XXX registration with current information at all times during which it has an active award under this Agreement.

  • Meadow Protection Reasonable care shall be taken to avoid damage to the cover, soil, and wa- ter in xxxxxxx shown on Sale Area Map. Vehicular or skidding equipment shall not be used on xxxxxxx, ex- cept where roads, landings, and tractor roads are ap- proved under B5.1 or B6.422. Unless otherwise agreed, trees felled into xxxxxxx shall be removed by endlining.

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