Cafeteria Plan As of the Distribution Date, Seaport Entertainment or any of its Subsidiaries shall establish or provide a cafeteria plan qualifying under Section 125 of the Code (the “Seaport Entertainment Cafeteria Plan”) allowing for the payment of welfare plan premiums on a pre-tax basis by Transferring Employees. As of January 1 of the calendar year following the calendar year in which the Distribution Date occurs, Seaport Entertainment or any of its Subsidiaries shall amend the Seaport Entertainment Cafeteria Plan to also provide for health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, each Transferring Employee who participated in health care or dependent care flexible spending reimbursement accounts under HHH’s cafeteria plan (the “HHH Cafeteria Plan”) immediately prior to the Effective Time will be permitted to continue participation in such flexible spending reimbursement accounts, and applicable elections and payroll deductions that were in effect immediately before the Effective Time will continue, during the Transferring Employee’s continued employment with the Seaport Entertainment Group on and after the Effective Time, with the amount of such payroll deductions transferred to HHH pursuant to the HHH Cafeteria Plan. As soon as practicable following the claim submission deadline under the HHH Cafeteria Plan for claims incurred in the calendar year in which the Distribution Date occurred, the HHH Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under the HHH Cafeteria Plan made during such year by the Transferring Employees less the aggregate reimbursement payouts made for such year from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is positive, the HHH Group shall pay to the Seaport Entertainment Group an amount in cash equal to the Net FSA Balance. From the Distribution Date until the end of the calendar year in which the Distribution Date occurs, HHH shall be solely responsible for all claims for reimbursement from the flexible spending reimbursement accounts incurred by the Transferring Employees during the calendar year that includes the Distribution Date and submitted to the HHH Cafeteria Plan by the Transferring Employee no later than the claim submission deadline with respect to such calendar year, whether such claims are incurred prior to, on or after the Distribution Date, which claims shall be paid pursuant to and under the terms of the HHH Cafeteria Plan.
Cafeteria (a) As part of Landlord’s Work, Landlord shall construct a team member cafeteria (the “Cafeteria”) in the area designated for the Cafeteria on Exhibit “A” attached hereto for use by Tenant and Tenant’s employees and guests. Landlord shall bear the cost of constructing the Cafeteria and the Tenant Allowance shall be charged [***] in connection therewith. During the term of this Lease, the Cafeteria is to be operated as a cafeteria for the Building’s occupants. The Cafeteria shall remain under ▇▇▇▇▇▇▇▇’s control The Cafeteria shall be operated as a sit-down, cafeteria style food service operation offering succulent food during the hours of 7:00 am-10:00 am (breakfast) and 11:00 am-l:30 pm (lunch); provided, the hours of operation and prices charged in the Cafeteria are subject to change so long as such hours of operation are consistent with other similar cafeterias operated in Class A office buildings in the general geographic area of the Development and the Cafeteria operates for breakfast and lunch Monday through and including Friday. (b) As long as the Cafeteria is and remains fully operational by Landlord and is operated in a manner consistent with other similar cafeterias operated in Class A office buildings in the general geographic area of the Development and the Cafeteria operates for breakfast and lunch Monday through and including Friday as otherwise provided in this Lease, Tenant shall make an annual contribution to the operation of the Cafeteria in an amount equal to the annual actual cash losses incurred in connection with operation of the Cafeteria during such calendar year and assuming only market rate fees are charged in an amount not to exceed fifty cents ($0.50) per rentable square foot of the Premises per year (exclusive of the rentable square footage of those portions of Premises which are within the Cafeteria) (currently, [***] per annum prorated for partial months of Cafeteria operation (“Cafeteria Losses”). Within ninety (90) days after the close of each calendar year, or as soon after such ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement prepared by Landlord of Cafeteria Losses for such calendar year and Tenant shall pay the Cafeteria Losses within thirty (30) days after receipt of such statement. If this Lease shall terminate on a day other than the last day of a calendar year, ▇▇▇▇▇▇’s share of the Cafeteria Losses that are applicable to the calendar year in which such termination shall occur shall be prorated on the basis of the number of calendar days within such year as are within the term of this Lease. For a period of two (2) years after delivery of each such statement to which such records relate, Tenant shall have the right upon thirty (30) days’ prior written notice to Landlord to inspect Landlord’s records relating to Cafeteria Losses. Such inspection shall be conducted at Landlord’s offices during normal business hours at Tenant’s expense. Such inspection may not be conducted by a person or firm compensated on a contingent fee basis. If such inspection shall disclose that Tenant has paid five percent (5%) or more in excess of that required to be paid hereunder and Landlord shall accept such determination, which acceptance shall not be unreasonably withheld, Landlord shall reimburse Tenant for the reasonable cost of such inspection. Tenant shall have no right to offset the amount of any overpayment unless Landlord shall accept such determination. If Landlord and Tenant do not agree on any overpayment or underpayment within thirty (30) days, either Landlord or Tenant may cause an independent Big Four accountant firm to resolve the dispute, whose determination shall be binding on Landlord and Tenant and the fees shall be split equally between Landlord and Tenant. (c) Notwithstanding the foregoing or anything else to the contrary (i) if Landlord desires to cease operating the Cafeteria Landlord shall provide Tenant at least ninety (90) days notice prior to the date Landlord ceases operating the Cafeteria, and (ii) if Landlord ceases operating the Cafeteria, Tenant may at any time and from time to time, take over the operation of the Cafeteria (or cause one (1) or more operator(s) to take over operation of the Cafeteria) and in such event, Tenant may, for the remainder of the Term, use and/or operate the Cafeteria and the equipment and other items which are located in the Cafeteria at the time the Cafeteria initially opens for business at no cost to Tenant for space or equipment, but, in such event, Tenant shall pay the direct costs of operating the Cafeteria which shall include and be limited to any personal property tax applicable to the equipment and personal property used in the operation of the Cafeteria utilities and janitorial and in such event, Tenant (A) may offset all such costs incurred by Tenant in connection therewith, against the next due installments of Basic Rental and all additional rent payable hereunder, and (B) shall not be required to pay the Cafeteria Losses. Landlord represents and warrants that it owns all of the equipment and other items to be located in the Cafeteria at the time the Cafeteria initially opens for business free and clear of any encumbrance or other superior right.
Employee Contribution Eligible employees shall contribute one percent (1%) of their salary on a per pay period basis to the HCSP.
Welfare Benefits Subject to the terms and conditions of this Agreement, for a period of twelve (12) months following the date of Involuntary Termination (and an additional twelve (12) months if the Executive provides consulting services under Section 14(f) hereof), the Executive and his dependents shall be provided with life, disability, accident and group medical benefits which are substantially similar to those provided to the Executive and his dependents immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive. Without limiting the generality of the foregoing, the continuing benefits described in the preceding sentence shall be provided on substantially the same terms and conditions and at the same cost to the Executive as in effect immediately prior to the date of Involuntary Termination or the Change in Control Date, whichever is more favorable to the Executive. Such benefits shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(a)(5). Notwithstanding the foregoing, if Sempra Energy determines in its sole discretion that the portion of the foregoing continuing benefits that constitute group medical benefits cannot be provided without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or that the provision of such group medical benefits under this Agreement would subject Sempra Energy or any of its Affiliates to a material tax or penalty, (i) the Executive shall be provided, in lieu thereof, with a taxable monthly payment in an amount equal to the monthly premium that the Executive would be required to pay to continue the Executive’s and his covered dependents’ group medical benefit coverages under COBRA as then in effect (which amount shall be based on the premiums for the first month of COBRA coverage) or (ii) Sempra Energy shall have the authority to amend the Agreement to the limited extent reasonably necessary to avoid such violation of law or tax or penalty and shall use all reasonable efforts to provide the Executive with a comparable benefit that does not violate applicable law or subject Sempra Energy or any of its Affiliates to such tax or penalty.
Retirement Pay Any teacher with ten (10) years consecutive teaching experience in the Park Hill School District immediately prior to retirement from PSRS without an age reduction for early retirement, shall receive upon retirement from the Park Hill School District a terminal amount based upon the following formula: (Notation, the teacher must make application to PSRS for retirement and begin drawing from PSRS on the first available month following retirement). Years of service to the Park Hill School District to be divided by ten (10) and multiplied by one-ninth (1/9) of the last completed contract. Retirement notification after December 15 for the current academic year will result in a reduction of $1,000.00 from the total under Article 36. In the event of a sudden severe illness of the teacher, teacher’s legally recognized spouse, and/or child, the transfer of a legally recognized spouse, or being called into active military duty may be cause for the District not to impose the late notification reduction of $1,000.00. A teacher who otherwise qualifies for payment under Article 36 and dies while currently classified as an active employee will receive such payment.