We are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel, the loss of which could adversely affect our business. Our future success largely depends upon the continued services of our key executive officers, management team, and other key personnel. The loss of the services of any of such key personnel could have a material adverse effect on our business, operating results, and financial condition. We depend on the continued services of our key personnel as they work closely with both our employees and our Channel Partners. Such key personnel are also responsible for our day-to-day operations. Although we have employment agreements with some of our key personnel, these are at-will employment agreements, albeit with non-competition and confidentiality provisions and other rights typically associated with employment agreements. We do not believe that any of our executive officers are planning to leave or retire in the near term; however, we cannot assure that our executive officers or members of our management team will remain with us. We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development, and customer service personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel. The loss or limitation of the services of any of our executive officers, members of our management team, or key personnel, including our regional and country managers, or the inability to attract and retain additional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations.
The persons named in the table below, in accordance with Section 2.2A of the Agreement, are designated by Contractor and approved by Owner as Key Personnel. Key Personnel shall be assigned full time to the Work for the entire duration of the Project unless otherwise specified in this Attachment F. Without limiting the requirements of the Agreement, before any Key Personnel are assigned to the Project, the full names and 1-2 page résumés of nominated Key Personnel shall be provided to and approved by Owner.
(b) Designation of Key Personnel. ******** of all Supplier Personnel working on Citi engagements will be mutually designated as Key Personnel, notwithstanding anything to the contrary in the Agreement, except that, at Citis election, the number of Key Personnel may be *******.
(c) Non-Key Personnel. Company shall have the right to apply various productivity measures, including rotation, in accordance with approved Productivity Plans, to the remaining personnel not designated as Key Personnel, at its discretion.
(c) Key Personnel. Supplier shall assign any Personnel designated as Key Personnel on a full-time basis to provide the Services for the term in the applicable SOW, unless: (i)Bloomberg consents to the reassignment or replacement of such Key Personnel; or (ii)such Key Personnel (A)voluntarily resigns from Supplier, (B)is dismissed by Supplier, (C)is unable to work due to his or her death, injury disability or leave, or (D)is removed from the Bloomberg assignment at the request of Bloomberg. Supplier will use reasonable efforts to give Bloomberg at least [***] calendar days advance notice of a change of each Key Personnel. Supplier shall provide Bloomberg with a copy of replacement Key Personnels resume as well as an opportunity to interview such proposed replacement. Supplier shall maintain backup procedures and conduct the replacement procedures for the Key Personnel in such a manner so as to ensure an orderly succession of those individuals in Key Personnel positions. Bloomberg shall not pay any fees for knowledge transfer to any Key Personnel replacement. If a mutually acceptable replacement is not available, Bloomberg may terminate the applicable SOW(s) and any related or dependent SOW(s) without any penalty.
43. Describe any past, pending or threatened litigation or administrative action which has had or may have a material effect upon the Company’s business, financial condition, or operations, including any litigation or action involving the Company’s Officers, Directors or other key personnel. State the names of the principal parties, the nature and current status of the matters, and amounts involved. Give an evaluation by management or counsel, to the extent feasible, of the merits of the proceedings or litigation and the potential impact on the Company’s business, financial condition, or operations.
Why approval is recommended. Historical option pool was depleted for option grants with 2-year vesting period to retain employees during challenging times. The overwhelming majority of options granted under the existing share reserve under the plan will be vested as of June 2020. New option pool will align recipients with stockholders to build long-term shareholder value grants. New option grants with 4-year vesting period will attract new talent and retain key personnel. Extraordinary increase in stockholder value since 2017 due to transformative financial and operating performance. Our executive compensation program, balances a strong pay-for-performance philosophy together with an appropriate focus on retaining and recruiting key talent. Former President and CEO, Kim Blickenstaff, voluntarily accepted a 2018 base salary of $1 and earned a cash bonus, only upon our achievement of significant financial objectives. As Executive Chairman, continues to play a significant role in the development of our long-term strategy and is a highly visible company representative with the investment community. Your vote is very important! We encourage you to submit your proxy or voting instructions as soon as possible.
Formula cash bonuses are provided in our employment agreement with Mr. Emile Battat and in our Short-Term Incentive Plan. Pursuant to his employment agreement, Mr. Emile Battat is entitled to annual cash bonuses equal to a fixed percentage of year-to-year increases in our operating income. This arrangement was determined based on our Compensation Committee’s discussions with him. For 2016, the cash bonuses for Messrs. David Battat and Strickland were awarded under our Short-Term Incentive Plan. In addition, our executive officers may also receive discretionary cash bonuses if recommended by our Compensation Committee and approved by our Board of Directors. However, none of our executive officers is paid a fixed or guaranteed annual cash bonus. We endeavor to structure our compensation program so that our base salaries and annual cash bonus opportunities are adequate to attract and retain key personnel. In addition, we seek to provide sufficient long-term equity compensation to motivate our executive officers and other key personnel to focus on our performance over the longer term. We believe that our compensation program is designed in a manner so as not to encourage excessive risk taking. Our executive officers’ base salaries are fixed amounts and therefore do not encourage risk taking by our executive officers. Our annual and long-term incentive compensation arrangements for our executive officers are tied to our performance on an annual basis and over the longer term. We believe that those incentive programs, taken together with base salaries, are balanced and do not promote excessive risk taking.
Our executive officers, other than Mr. Emile Battat, and certain key personnel are eligible to be selected to participate in our Short-Term Incentive Plan. Under this plan, an awards pool is established each year equal to a portion of our subsidiaries’ operating profits and is funded through contributions by our subsidiaries as determined under the terms of the plan. The awards pool is used to pay cash bonuses under employment agreements, other discretionary cash bonuses to employees who are not participating in the Short-Term Incentive Plan and other employment-related expenses. The balance of the awards pool, if any, is available for cash incentive bonuses to participating executive officers and key personnel. Cash incentive bonuses are based in part on a bonus allocation formula that takes into account a number of factors, including the participant’s salary, an individual bonus rate, the profitability of the subsidiary employing the participant (where applicable), and individual participant performance.
Our Short-Term Incentive Plan, in which our executive officers, other than Mr. Emile Battat, and certain key employees are eligible to be selected to participate, provides for the establishment each year of an awards pool that is equal to a portion of our subsidiaries’ operating profits and is funded through contributions by those subsidiaries. The awards pool is used to pay bonuses under employment agreements, other discretionary bonuses to employees who are not participating in the Short-Term Incentive Plan and other employment-related expenses. The balance of the awards pool, if any, is available for bonuses to participating executive officers and key personnel. Bonuses under the Short-Term Incentive Plan are based in part on a bonus allocation formula that takes into account a number of factors, including the participant’s salary, an individual bonus rate, the profitability of the subsidiary employing the participant (where applicable), and individual participant performance. The bonus amounts determined pursuant to that formula for our executive officers are then subject to review by our Compensation Committee, which takes into account the recommendations of the Chairman of the Board, and the Compensation Committee’s recommendation as to the bonus amounts to our Board of Directors, which fixes the bonuses. The bonus amounts determined pursuant to the bonus formula for key personnel are subject to review and adjustment by our executive officers. Bonuses under the Short-Term Incentive Plan are determined by the March 15 immediately following the performance year, with at least 75% of the participant’s bonus to be paid by that March 15 and the balance, which is generally 25% of the bonus, to be paid by the following March 15 if the participant is employed by the Company at the time for payment. For 2016, Mr. David Battat was awarded a cash incentive bonus under the Short-Term Incentive Plan of $800,000 and Mr. Strickland was awarded a cash incentive bonus of $250,000, with 75% of each bonus having already been paid in 2017 and the remaining 25% to be paid by March 15, 2018 provided the executive officer is employed by the Company at the time for payment.
Following Task Order award, and throughout the life of the Task Order, the Contractor shall permit no substitution of key personnel without the written consent of the Contracting Officer, unless such substitutions are necessitated by an individual’s sudden illness, death or termination of employment. In the event that substitution of personnel is desired, the Contractor shall notify the Contracting Officer in writing at least thirty (30) calendar days before any key personnel substitution is made, if possible. The Contractor shall submit a justification in sufficient detail to permit evaluation of the impact on the contract or TO performance, with the resume of the proposed replacement personnel. The Contractor shall obtain the Contracting Officer’s written approval prior to any changes in the contract participation of the personnel named as key personnel. Proposed substitute personnel shall have experience and education at least substantially equal to those of the personnel being replaced. Requests for substitutions shall provide a detailed explanation of the circumstances necessitating such changes, a resume for each proposed substitute, and any other information as requested by the Contracting Officer. The Contracting Officer will evaluate such requests and promptly notify the Contractor of approval or disapproval thereof.
foregoing, Client recognizes that Key Personnel may leave the employ of PAREXEL for reasons beyond PAREXEL’s control or may be promoted to different roles within PAREXEL. Whenever practicable, PAREXEL shall give Client at least [*] notice prior to the departure of any Key Personnel from Client’s Projects, and shall propose replacement personnel. Client shall have the right to approve or reject any replacement Key Personnel at its reasonable discretion, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that PAREXEL shall not be liable for any delays caused by Client’s rejection of any Key Personnel.In addition, Client may request replacement of Key Personnel by written notice to PAREXEL if Client reasonably believes that Key Personnel are not performing Services to the reasonable satisfaction of Client. PAREXEL shall submit the names and qualifications of proposed replacement Key Personnel to Client, Client will [*].If PAREXEL and Client [*], the parties may [*].
On February 27, 2012, Jiuxin Management, Shouantang Technology and our three (3) key personnel, Mr. Lei Liu, Mr. Chong’an Jin, and Ms. Li Qi (the “Key Personnel”), organized Zhejiang Jiuying Grand Pharmacy Co., Ltd. (“Jiuying Pharmacy”), with forty nine percent (49%) of its equity interests held by Jiuxin Management and Shouantang Technology, and the remaining fifty one percent (51%) held by the Key Personnel. In May 2012, the Key Personnel gave control of their fifty one percent (51%) ownership to Jiuxin Management through contractual arrangements, thereby giving us one hundred percent (100%) control of Jiuying Pharmacy’s business operations. Jiuying Pharmacy ceased operations as of December 31, 2012, and was dissolved on January 7, 2013.