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.
Representation by Executive. Executive represents and warrants to the Company that he is not a party to any agreement containing a noncompetition provision or other restriction with respect to # the nature of any services or business which he is obligated or likely obligated to perform or conduct for the Company (or any other member of the Company Group) under this Agreement, or # the disclosure or use of any information which directly or indirectly relates to the nature of the business of any member of the Company Group or the services to be rendered or likely to be rendered by Executive under this Agreement.
The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $450,000 per annum (as in effect from time to time, the Base Salary), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
Voluntarily by Executive. During the Strategic Advisory Period, Executive may terminate his employment voluntarily at any time. Upon such a voluntary termination by Executive, each of the Company and Executive will be released from any and all further obligations under this Agreement except: # that the Company will pay to Executive the base salary and the 2022 Short-Term Incentive Plan benefit earned by Executive as of the Accelerated Retirement Date; and # as described in Section 6(d). In addition, provided that Executive signs this Agreement and signs and does not revoke the release described in 8(c), Executive’s PSUs and PBRSUs will fully vest notwithstanding the fact Executive will not be actively employed on these awards’ scheduled vesting dates.
Executive Life Insurance. The Company agrees to maintain the Employee's Executive and Senior Executive Life Insurance Policies and continue to make premium payments in accordance with the terms of the Plans.
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