Benefits and Other Matters. (a) Following the Effective Time, Parent shall, and shall cause the SBC Companies to, recognize service with the Company and any of its respective Subsidiaries which prior to the date hereof has been recognized by the Company and/or such Subsidiaries (including service with Parent or its Affiliates) prior to the Effective Time for purposes of eligibility, participation and vesting under any benefit plans of Parent or the SBC Companies in which the particular employee or former employee of the Company or its respective Subsidiaries is eligible to participate to the same extent as if such service had been rendered to Parent or any of the SBC Companies; provided, however, that the foregoing shall not result in any duplication of benefits for the same period of service. From and after the Effective Time, Parent shall, and shall cause the SBC Companies to, recognize any and all eligible out-of-pocket expenses of each employee or former employee of the Company and its Subsidiaries for purposes of determining such employee's and former employee's (including their beneficiaries and dependents) deductible and co-payment expenses under Parent or any of the SBC Companies medical benefit plans in which they are eligible to participate. Parent shall waive, or cause to be waived, and shall cause the SBC Companies to waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of the SBC Companies in which employees of Company and its Subsidiaries (and their respective eligible dependents) will be eligible to participate on or following the Effective Time to the extent such pre-existing condition limitation was waived or satisfied under the comparable plan of the Company or its Subsidiaries. Notwithstanding the foregoing, nothing in this Section 7.10 shall alter the benefits rights, obligations or status of any former SBC Company employee with respect to benefits in effect as a result of prior employment with or termination of employment with any SBC Company.
(b) The Company shall take such action as is necessary to ensure that all offering periods under such Company's Stock Purchase Plan (the "SPP") shall cease effective November 15, 2001 and to terminate the SPP immediately prior to the Effective Time. Further, the Company shall take such actions as are necessary so that there are no new participants and no increases in current participant elections permitted by the SPP.
(c) Parent acknowledges that the ...
Benefits and Other Matters. (i) XxxXxxxx will have the right to continue his participation in the Company’s group health coverage plan under the applicable COBRA regulations and the Company shall pay all applicable COBRA premiums for a period of twelve (12) consecutive months following the Effective Date.
(ii) Except as provided in Section 2(e)(i) above, all of XxxXxxxx’x employee benefits will terminate on the Effective Date.
(iii) Within thirty (30) days of the Effective Date, the Company shall pay XxxXxxxx the amount of $7,280, which amount equals one-half (½) of his attorney’s fees incurred in connection with and related to this Agreement.
(iv) During the period from date hereof through the Effective Date, XxxXxxxx shall have access to Company email and his personal drive on the Company server and any other information personal to XxxXxxxx that may reside on any other Company server.
Benefits and Other Matters. 28 7.11. Consummation of the Merger...........................................29
Benefits and Other Matters. 29 4.8.1 Director and Officer Liability. ..................................... 29 4.8.2 Directors of Carnival and P&O Princess .............................. 30 4.8.3 Executive Officers .................................................. 30 4.9 Expenses ..................................................................... 30 4.10 Other Actions by Carnival and P&O Princess. .................................. 30 4.10.1 Dividends ........................................................... 30 4.10.2 Integration Planning ................................................ 31 4.11 Carnival Offer to Exchange ................................................... 31 4.11.1 Offer to Exchange ................................................... 31 4.11.2 Modification of the Offer, Fractional Shares ........................ 31 4.11.3 Expiration and Extension of the Offer Acceptance Period ............. 32 4.11.4 Acceptances by Carnival ............................................. 32 4.11.5 Schedule TO ......................................................... 32 4.11.6 P&O Princess Shareholder Information ................................ 32 4.11.7 Schedule 14D-9 ...................................................... 33 4.11.8 Termination of the Offer ............................................ 33 4.11.9 Adjustment of the Offer Exchange Ratio .............................. 33 ARTICLE V Conditions to the Closing ............................................... 33 5.1 Conditions to Each Party's Obligation to Effect the Closing .................. 33 5.1.1 Shareholder Approvals ............................................... 33 5.1.2 Regulatory Consents ................................................. 33 5.1.3 Laws and Orders ..................................................... 34 5.1.4 Carnival Amendments and P&O Princess Amendments ..................... 34 5.1.5 Approval of P&O Princess EGM Circular ............................... 34 5.1.6 Offer ............................................................... 34
Benefits and Other Matters. During the Term, the Company will provide to you the following benefits:
(a) A monthly automobile allowance of up to $600, payable monthly in arrears;
(b) A monthly stipend covering all mobile phone expenses, payable monthly in arrears, and, to the extent practicable, the Company will transfer your current mobile phone number to your personal account within 30 days of the Effective Date;
(c) In accordance with the terms of the vacation policy of the Company set forth in the Prior Agreement, the Company will pay you your vacation time accrued through the Effective Date in two equal installments on April 1, 2013 and July 1, 2013. Such accrued vacation consists of 112.5 days of accrued but unused vacation with a value of $995,028.75. You will not earn paid vacation leave during the Term;
(d) Continued access to Bloomberg, financial investment subscriptions and other financial information resources, as applicable and as you reasonably request;
(e) Reimbursement for reasonable business-related travel, entertainment and other expenses in accordance with the Company’s travel policies, payable within 30 days of receipt by the Company of an itemized receipt and, if necessary, proper substantiation of such business expenses;
(f) Subject to the terms of the applicable plan and applicable law, you will continue to receive coverage under (i) the individual life policy with Protective Life, (ii) the individual medical insurance plan with American Medical Security, (iii) the Company’s long-term care insurance plan applicable to you on the Effective Date, and (iv) to the extent you remain eligible, any other benefits, including health benefits, in which you participate immediately prior to the Effective Date in a manner generally consistent with coverage levels immediately prior to the Effective Date; provided, however, that the Company will not be precluded from terminating plans for employees generally or ceasing to offer coverage to you without additional compensation if required by law or if it becomes commercially unfeasible for the Company to continue to provide such coverage; and
(g) The Company will continue to be obligated to indemnify you for liability arising both before and after the term in connection with your services as an employee, officer and director of the Company in accordance with the terms of the By-Laws and/or Certificate of Incorporation of the Company as currently in effect and the Company will use reasonable commercial efforts to maintain direct...
Benefits and Other Matters. 20 7.11.List of Certain Contracts .............................................. 22 ARTICLE VIII
Benefits and Other Matters. 4.1. Upon payment of the appropriate premiums, Bodnar will have the right to continue his participation in xxx Xompany's group health coverage plan under the applicable COBRA regulations.
4.2. Bodnar will be reimbursed for any out-of-pocket expenses inxxxxxx through June 19, 2001 in accordance with the Company's travel and entertainment reimbursement guidelines, provided, however, that request for reimbursement is made by July 15, 2001.
4.3. Within ten (10) days after execution of this Agreement, Bodnar will be paid for any accrued and unused vacation for 0000.
Benefits and Other Matters. (i) Gxxxxxxx shall cease to participate in all Company benefit plans as of the Effective Date. The Company shall pay to Gxxxxxxx the amount of $436.80 per month, representing 80% of the employee-only cost of health insurance paid by the Company for Gxxxxxxx’x participation in the Company’s group health insurance plan, until the earlier of eighteen (18) months following the Effective Date or the date Gxxxxxxx first becomes eligible for coverage under a subsequent employer health plan, whether he enrolls in such coverage or not. This payment will be made by the 5th of each month, beginning in the first month following the Effective Date.
(ii) Gxxxxxxx acknowledges that the consideration set forth in this Agreement, including the Company’s release of claims against Gxxxxxxx, is over and above any payment or benefits to which he is legally entitled absent this Agreement, and Gxxxxxxx is entitled to no other payments or benefits except as specifically set forth in this Agreement.
Benefits and Other Matters. 4.1. Cracker Barrel shall continue to provide all group health insurance benefits for Xxxxxxx and his dependents at the same level as for other Cracker Barrel officers for the period ending September 30, 2006. Afterwards, upon payment of the appropriate premiums, Xxxxxxx will have the right to continue his participation in CBRL's group health coverage plan under the applicable COBRA regulations.
4.2. Xxxxxxx may utilize CBRL’s outplacement services during the Severance Period.
4.3. Xxxxxxx will be reimbursed for any reasonable and pre-approved out-of-pocket expenses incurred through the Effective Date in accordance with CBRL's or Cracker Barrel’s travel and entertainment reimbursement guidelines, provided that request for reimbursement is made on or before thirty days after the Effective Date.
4.4. Xxxxxxx acknowledges that the consideration set forth in this Agreement is over and above any payment or benefits to which he is legally entitled absent this Agreement.
Benefits and Other Matters. (i) Rxxx shall cease to participate in all Company benefit plans as of July 31, 2016. Upon Rxxx’x execution of this Agreement without revocation, the Company shall pay to Rxxx the amount of $349 per month, representing the current applicable COBRA premium for individual coverage for Rxxx, until the earlier of eighteen (18) months following the Effective Date or the date Rxxx first becomes eligible for coverage under a subsequent employer health plan, whether he enrolls in such coverage or not. Such payment shall be processed in accordance with Company’s normal payroll cycle and paid along with the Severance Payment set forth in Section 2(a) above. Rxxx will pay for that portion of the COBRA premium over and above the cost of individual coverage for his covered dependents, if any are enrolled. Both shall be processed with the 22 severance payments in the payroll cycle.
(ii) The Company shall continue to maintain and pay the premiums on a $2 million life insurance policy covering Rxxx issued by Pacific Life Insurance Company (Policy No. **********) (or a replacement policy with similar coverage limits) (the “Policy”) until such time as the Company may transfer to Rxxx the Policy and associated collateral with the Policy in accordance with the Policy terms which is anticipated to be within 30 days after the execution of this Agreement. In the event Rxxx dies with any amounts owed to Rxxx by the Company under this Agreement remaining, life insurance benefits under the Policy will be used first to pay Rxxx’x estate in the amount of outstanding debt and other obligations owed Rxxx and then the remaining balance to Rxxx’ estate.
