Benefit Plans in General Sample Clauses

Benefit Plans in General. Upon the Executive’s termination of employment for any reason, the Executive’s entitlements, if any, under all benefit plans of Cinergy, including but not limited to the Deferred Compensation Plan, 401(k) Excess Plan, Cinergy Corp. Supplemental Executive Retirement Plan and any vacation policy, shall be determined under the terms of such plans, policies and any applicable administrative guidelines and written agreements, provided, however, that following the occurrence of a Change in Control the terms of such plans and policies and any applicable administrative guidelines and written agreements shall not be amended in a manner that would adversely affect the Executive with respect to benefits earned by the Executive prior to the Change in Control.
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Benefit Plans in General. Upon the Executive’s termination of employment for any reason, the Executive’s entitlements, if any, under all benefit plans of Cinergy, including but not limited to the Deferred Compensation Plan, 401(k) Excess Plan, Cinergy Corp. Supplemental Executive Retirement Plan, Cinergy Corp. Excess Profit Sharing Plan and any vacation policy, shall be determined under the terms of such plans, policies and any applicable administrative guidelines and written agreements, provided, however, that following the occurrence of a Change in Control the terms of such plans and policies and any applicable administrative guidelines and written agreements shall not be amended in a manner that would adversely affect the Executive with respect to benefits earned by the Executive prior to the Change in Control.
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Benefit Plans in General. Except as disclosed in Schedule 2.25:
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Benefit Plans in General. Sellers and Buyers agree that, effective as of the Closing, (i) the Business Entities shall cease to be participating employers in the Seller Benefit Plans and the Business Employees shall cease to actively participate in such Seller Benefit Plans as employees, and (ii) except to the extent otherwise provided in this Agreement, Sellers and/or the applicable Affiliate thereof shall retain sponsorship of such Seller Benefit Plans and all assets of and liabilities under the Seller Benefit Plans. For the avoidance of doubt, Sellers and Buyers also agree that the Business Entities shall retain sponsorship of and all liabilities under and with respect to the Business Entity Benefit Plans.
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Benefit Plans in General. Immediately prior to the Closing Date, except as otherwise expressly provided herein, each Transferred Employee who is employed by the U.S. Company or is otherwise employed in the United States (the "U.S. Transferred Employees") shall cease to be covered by any benefit plans maintained by the Sellers or their Affiliates (other than those sponsored by the U.S. Company). Beginning on the Closing Date (but subject to Section 5.11) and through December 31, 2001, each U.S. Transferred Employee shall be covered by compensation and benefit plans, programs and arrangements of the Purchasers or their Affiliates including the U.S. Company (the "U.S. Purchaser Benefit Plans"), that shall provide the U.S. Transferred Employees with compensation and benefits that, in the aggregate, are substantially comparable to the compensation and benefits enjoyed by the U.S. Transferred Employees immediately prior to the Closing Date but, in no event, shall such compensation and benefit plans, programs and arrangements be less favorable to the U.S. Transferred Employees than those provided to similarly situated employees of the Purchaser, other than those compensation and benefit plans, programs and arrangements providing for annual cash bonuses or stock options, stock purchase rights or other stock-based compensation and the Xxxxxx Scientific International, Inc. Retirement Plan. Each U.S. Purchaser Benefit Plan shall grant each U.S. Transferred Employee credit for all employment with the Sellers and their Affiliates for purposes of eligibility, vesting, and, for purposes of severance, vacation and similar entitlements only, seniority under the U.S. Purchaser Benefit Plans.
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Benefit Plans in General. Immediately prior to the Closing Date, except as otherwise expressly provided herein, each Transferred Employee who is employed by the Swiss Company or is otherwise employed in Switzerland (the "Swiss Transferred Employees") shall cease to be covered by any benefit plans maintained by the Sellers or their Affiliates (other than those sponsored by the Swiss Company). Beginning on the Closing Date and through December 31, 2001, each Swiss Transferred Employee shall be covered by compensation and benefit plans, programs and arrangements of the Purchasers or their Affiliates including the Swiss Company (the "Swiss Purchaser Benefit Plans"), that shall provide Swiss Transferred Employees with compensation and benefits that, in the aggregate, are substantially comparable to the compensation and benefits enjoyed by the Swiss Transferred Employees immediately prior to the Closing Date but, in no event, shall such compensation and benefit plans, programs and arrangements be less favorable to the Swiss Transferred Employees than those provided to similarly situated employees of the Purchaser (subject, however, to the provisions of Section 6.01 hereof), other than those compensation and benefit plans, programs and arrangements providing for annual cash bonuses or stock options, stock purchase rights or other stock-based compensation. Each Swiss Purchaser Benefit Plan shall grant each Swiss Transferred Employee credit for all employment with the Sellers and their Affiliates for purposes of eligibility, vesting, benefit accrual and seniority under the Swiss Purchaser Benefit Plans.
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Benefit Plans in General. Immediately prior to the Closing, except as otherwise expressly provided herein, each Company Employee shall cease to be covered by any benefit plans maintained by Covance or its Affiliates (other than those sponsored by the Company). For a period of at least two years following the Closing, each Company Employee shall be covered by compensation and benefit plans, programs and arrangements of the Purchaser or its Affiliates including the Company (the "Purchaser Benefit Plans"), that shall provide Company Employees with compensation and benefits that, in the aggregate, are comparable to the compensation and benefits enjoyed by the Company Employees immediately prior to the Closing, other than those compensation and benefit plans, programs and arrangements providing for annual cash bonuses or stock options, stock purchase rights or other stock-based compensation. Each Purchaser Benefit Plan shall grant each Company Employee credit for all employment with Covance and the Company for purposes of eligibility, vesting, benefit accrual and seniority under the Purchaser Benefit Plans, except to the extent that any such credit would result in duplication of benefits; provided however, that with respect to the Purchaser's defined benefit pension plan past service will be used only to determine eligibility to participate, future pay credits and vesting under the plan. With respect to any medical, dental or other welfare benefits that are provided to Company Employees under the Purchaser Benefit Plans, any applicable pre-existing condition exclusions (except to the extent not satisfied under the comparable Benefit Plans of Covance as of the Closing) shall be waived, and any expenses incurred before the Closing under the comparable Benefit Plans of Covance shall be taken into account under the Purchaser Benefit Plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions for any applicable plan year in which the Closing occurs.
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Benefit Plans in General. Except with respect to Excluded Liabilities, the Purchaser shall assume and agree to perform all of the Seller's obligations under the employment agreements, confidentiality agreements, split dollar agreements and disability/service agreements listed in Section 6.02(a) of the Disclosure Schedule. Immediately prior to the Closing Date, except as otherwise expressly provided herein, each Transferred Employee shall cease to be covered by the Plans. For a period of at least two years following the Closing Date, each Transferred Employee shall be covered by cash and other compensation and benefit plans, programs and arrangements of the Purchaser (the "PURCHASER BENEFIT PLANS") that shall provide Transferred Employees with benefits that, in the aggregate, are no less favorable than the benefits (other than compensation and benefits under any stock
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Related to Benefit Plans in General

  • Benefit Plans; ERISA (a) Section 2.09(a) of the Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and relates to Employees.

  • Benefit Plans The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

  • Benefit Plans and Programs To the extent permitted by applicable law and subject to the terms and eligibility requirements of any such plan or program, Executive will be eligible to participate in all benefit plans and programs, including improvements or modifications of the same, that are maintained by the Company generally for executive employees of the Company, subject to the eligibility requirements and other terms and conditions of those plans and programs. The Company will not, however, by reason of this Section 5(b) be obligated either (1) to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, or (2) to provide Executive with all benefits provided to any other person or individual employed by the Company or any of its affiliates.

  • Benefit Plan Any of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or a plan in such entity.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Employee Benefit Plans; Existing Agreements (a) Following the Effective Time, the employees of the Company and its Subsidiaries (the “Company Employees”) shall be eligible to participate in employee benefit plans, including severance plans (each a “Parent Plan”), of Parent or its Subsidiaries in which similarly situated employees of Parent or its Subsidiaries participate, to the same extent that similarly situated employees of Parent or its Subsidiaries participate; provided, however, that, in the case of all benefits then provided to the Company Employees, until the first anniversary of the Effective Time, Parent may instead provide such employees with participation in the employee benefit plans of the Company in which they participated immediately prior to the Effective Time (it being understood that inclusion of Company Employees in Parent’s employee benefit plans may occur at different times with respect to different plans). From and after the Effective Time, Parent may elect not to provide to the Company Employees any benefits which are not then provided by Parent and its Subsidiaries to their employees notwithstanding that such benefits were provided by the Company and its Subsidiaries to their employees immediately prior to the Effective Time. In the case of benefits which are provided at the Effective Time by Parent to employees of Parent and its Subsidiaries but are not then provided by the Company and its Subsidiaries to their employees, Parent will as soon as possible, and in all events within one year, after the Effective Time include the Company Employees in the plans under which such benefits are made available.

  • Employee Benefit Plans; ERISA (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • Executive Benefit Plans The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion. The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.

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