Executive Officer. "Executive Officer" is as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended.
Executive Representations. Executive represents to the Company that the execution of this Agreement by Executive and the Company and the performance by Executive of Executives duties hereunder will not breach, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive acknowledges that she has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
Executive Representations. Executive represents that Executive is not subject to any restrictive covenant, confidentiality agreement, or any other agreement that would prevent Executive from accepting employment with Employer, and based on the information provided to Employer by Executive, Employer accepts such representation.
Bonus awards under this Bonus Award Program for members of the Executive Committee will be granted based on a combination of earnings per share performance and performance of the Companys birds as measured against the Companys peers and competitors birds as reported by Agri Stats. For purposes of calculating bonuses awarded and paid to individuals in these positions based on operating performance, the corporate Agri Stats measure will be bottom line analysis, per head as compared to the same measure for all other head reported for the industry during the fiscal year, net of bonus. Awards made to these individuals based on the operating performance factor will be as follows:
Executive Benefits. Executive shall be eligible to participate in all Executive benefit plans, policies, programs, or perquisites in which other [[the Company:Organization]] executive or officers participate, including future benefit plans and the [[the Company:Organization]] Stock Option program. The terms and conditions of Executive's participation in [[the Company:Organization]]’s Executive benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.
Definition of Executive. For purposes of this Plan, Executives shall be those employees of the Company who are selected and approved for participation in the Plan by the Companys Board of Directors (the Board) as provided in APPENDIX A hereto, as amended from time to time. The determination of whether an employee is an Executive, and the amount of the applicable multipliers (as listed on APPENDIX A) shall be made by the Board, in its sole discretion, and such determination shall be binding and conclusive on all persons. If an employee who is deemed an Executive by the Board has an individually negotiated employment agreement with the Company providing for severance benefits that is in effect on his or her termination date, the provisions of that agreement relating to severance benefits shall be superseded by the terms of this Plan; provided, however, that all other remaining provisions of such agreement shall remain in effect.
Termination by Executive. Executive may terminate his employment hereunder with or without Good Reason (as defined below) by written notice to the Board of Directors of Employer effective 60 days after receipt of such notice by the Board of Directors. In the event that Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to the salary specified in Section 6(e). Executive shall not be required to render any further services to Employer. Upon termination of employment by Executive without Good Reason, Executive shall be entitled to no further compensation under this Agreement. “Good Reason” shall be the failure by Employer to comply with the provisions of Section 4(a) or material breach by Employer of any other provision of this Agreement, which failure or breach shall continue for more than 30 days after the date on which the Board of Directors of Employer receive such notice.
Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Company and shall have the general powers and duties of supervision and management usually vested in the office of a chief executive officer of a company. He or she shall preside at all meetings of Members if present thereat.
Executive Agreement Covenants. Executive and acknowledge and agree that except for Sections 1 - 6 of the Executive Agreement, which paragraphs shall be deemed void and of no further force or effect as of the Effective Date, all of the other provisions of the Executive Agreement (collectively, the Surviving Provisions), including without limitation Sections 8, 9, 10, 11, 12 and 13 thereof (collectively, the Restrictive Covenants), shall survive and continue in full force and effect after the Effective Date in accordance with their respective terms.
Chief Executive Officer. Bradley Vizi is no longer active in his capacity as CEO of RCM, unless a replacement is hired within 180 days that is reasonably satisfactory to the Required Lenders.
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