Changes in Benefit Plans Sample Clauses

Changes in Benefit Plans. (i) Between the date of this Agreement and the Closing Date, Seller shall not enter into, adopt or amend in any material respect or terminate any Benefit Plan or any other agreement, arrangement, plan or policy involving any employee to be employed by Buyer; or (ii) increase the compensation of any such employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement, or enter into any arrangement or commitment to do any of the foregoing.

Changes in Benefit Plans. From the date of the most recent audited financial statements included in the Parent SEC Documents to the date of this Agreement, there has not been any adoption or amendment in any material respect by Parent of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Parent (collectively, “Parent Benefit Plans”). Except as set forth in the Parent SEC Documents, as of the date of this Agreement there are not any employment, consulting, indemnification, severance or termination agreements or arrangements between the Parent and any current or former employee, officer or director of the Parent, nor does the Parent have any general severance plan or policy.

Changes in Benefit Plans. The Board may, from time to time, elect to provide or administer new or additional benefit plans or to amend or modify the Plan. Before modifying benefits or implementing any new or additional benefit plan, the Board shall (1) calculate the amount of additional payments, if any, due the Plan Accounts with respect to such change, (2) advise the Members of the new terms, and (3) receive advice from the Members regarding their level of interest in the new terms. Thereafter, any Plan may be amended, modified, or terminated by the Board upon ninety (90) days prior notice to the Members. If a Member should choose to end continuing participation with regard to officers and employees of the Member due to placement of employees on a union-sponsored program through collective bargaining, the Network must permit the withdrawal of those union employees, but it may re-price the costs and benefits to the Member’s continuing employees or officers based upon the same underwriting criteria used by the Network in the normal course of business, but no member will be expelled from the Network if the continuing employees or officers meet the general criteria required of other members. Union employees withdrawn into a union-sponsored program may subsequently be returned to coverage, but only on an underwriting basis. The Network will not interfere with the statutory obligation of any public agency member to bargain over or to reach agreement with a labor organization over a mandatory subject of collective bargaining as those terms are used in the Illinois Public Labor Relations Act. The Network will not discriminate against public agency members or otherwise retaliate against such members for limiting their participation in the Network as a result of a collective bargaining agreement.

Changes in Benefit Plans. (i) Except as set forth herein (including clause (ii) and (iii) hereof and Section 7.3(f)), the Company shall not enter into, adopt or amend in any material respect or terminate any Plan or any other agreement, arrangement, plan or policy involving any employee to be employed by Buyer or increase the compensation of any such employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement, or enter into any arrangement or commitment to do any of the foregoing. (ii) The Company shall have terminated its 401(k) and profit sharing plans prior to the Closing in a manner satisfactory to Buyer. (iii) Except as set forth on Schedule 7.2(a)(iii), all past and present employees and other persons who have vested or unvested options (which have not expired by their terms) shall have executed the Option Holder Termination and Release Agreement in the form set forth in the form set forth in Exhibit D. All amounts required to be withheld by law from any payment to option holders shall have been withheld.

Changes in Benefit Plans. There has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any Benefit Plan (defined below), or any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Pension Plans (defined below), or any change in the manner in which contributions to any Pension Plans are made or the basis on which such contributions are determined. As of the date of this Agreement, there exist no currently binding employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company or its Subsidiaries and any current or former officer, director or employee of the Company or its Subsidiaries which provide for payments in excess of $50,000 and which are not terminable on 60 days or less notice without penalty. There are no collective bargaining or other labor union agreements to which the Company or its Subsidiaries is a party or by which it is bound.

Changes in Benefit Plans. (i) Since Janua▇▇ ▇, ▇998, except for the Whitman Revised Stock Incentive Plan, there has not been any adopt▇▇▇ or amendment by Whitman or any of its Subsidiaries of any collective bargaini▇▇ ▇▇▇▇ement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) maintained, or contributed to, by Whitman or any of its Subsidiaries providing benefits to any curre▇▇ ▇▇ former employee, officer or director of Whitman or any of its Subsidiaries, as of the Closing Date, o▇ ▇▇▇▇ respect to which Whitman or any of its Subsidiaries, as of the Closing Date, h▇▇ ▇▇▇ Liability (collectively, "Whitman Benefit Plans") that is reasonably likely to result in a M▇▇▇▇▇▇▇ Adverse Effect on Whitman. There exist no employment, consulting, severance, te▇▇▇▇▇▇▇on or indemnification agreements, arrangements or understandings between Whitman or any of its Subsidiaries and any current or former ▇▇▇▇▇▇▇e, officer or director of Whitman or any of its Subsidiaries. (ii) All act▇▇▇▇ ▇▇ken, or to be taken, in accordance with the Employee Benefits Agreement by Whitman or any of its Subsidiaries on or prior to the Effect▇▇▇ ▇▇▇e with respect to the Whitman Benefit Plans will be taken without violating the te▇▇▇ ▇▇ the Whitman Benefit Plans, ERISA or the Code. (iii) A▇▇ ▇▇▇▇ons required under the Employee Benefits Agreement to be taken by PepsiCo or its designee on or after the Effective Time with respect to the employees of Princetonco, Marionco, Neva Holdings LLC or St. Petersburgco may be taken without vi▇▇▇▇ing the terms of any Whitman Benefit Plans, ERISA or the Code. (iv) Except a▇ ▇▇▇▇▇wise provided in the Employee Benefits Agreement, neither Whitman nor any of its Subsidiaries, nor any employee or director ▇▇ any of them, has taken any action, has agreed in contract (excluding collective bargaining agreements), or otherwise has created facts and circumstances that are reasonably likely to preclude PepsiCo from taking any action required to be taken by PepsiCo under the Employee Benefits Agreement without incurring any Liability.