Company Employee Benefit Plans. During the Term, Executive shall be provided the opportunity to participate in all standard employee benefit programs made available by the Company to the Company’s senior executive employees generally, in accordance with the terms and conditions of such plans, including the eligibility and participation provisions of such plans and programs, as such plans or programs may be in effect from time to time. The Company reserves the right to amend any employee benefit plan, policy, program or arrangement from time to time, or to terminate such plan, policy, program or arrangement, consistent with the terms thereof at any time and for any reason without providing Executive with notice.
Company Employee Benefit Plans. In the case of the Company only:
Company Employee Benefit Plans. (a) Part 2.13(a) of the Company Disclosure Letter lists (a) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (b) all “specified fringe benefit plans” (as defined in Section 6039D(d)(1) of the Code); (c) all “nonqualified deferred compensation plans” (as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Code); and (d) all bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, termination, unemployment, disability, bonus, stock options, stock appreciation rights or other forms of incentive compensation, health, vision, dental or other insurance, or other benefit plans, programs or arrangements, or other Contracts; whether covering one Person or more than one Person, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by Company or any ERISA Affiliate for the benefit of any employee, independent contractor, agent, director or stockholder of Company or any ERISA Affiliate or for the benefit of any spouse, dependents or beneficiaries of such Persons, other than Social Security, Medicare and state unemployment programs to which Company and the Company Subsidiaries are required by statute to contribute (each item listed on Part 2.13(a) of the Company Disclosure Letter being referred to herein individually, as a “Company Plan” and collectively, as the “Company Plans”). Company has delivered or made available to Parent, to the extent applicable, a true, complete and correct copy of: (i) each written Company Plan and descriptions of any unwritten Company Plan (including all amendments thereto whether or not such amendments are currently effective); (ii) each summary plan description and summary of material modifications relating to a Company Plan (if applicable); (iii) each trust agreement or other funding arrangement with respect to each Company Plan, including insurance Contracts (if applicable); (iv) the three most recently filed IRS Form 5500 relating to each Company Plan (if applicable); (v) the most recently received IRS determination letter for each Company Plan (if applicable); (vi) the three most recently prepared actuarial reports and financial statements in connection with each Company Plan (if applicable); (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of any Company Plan, and all bonds pertaining ...
Company Employee Benefit Plans. Buyer shall cause the Company to continue sponsorship of, and all obligations with respect to, each Company Employee Benefit Plan and discharge all obligations attributable to the Transferred Employees (including their eligible spouses, dependents and beneficiaries) under each Company Employee Benefit Plan as of the Closing Date.
Company Employee Benefit Plans. (a) Section 3.13(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) other than any Foreign Plan, “employee benefit plans” within the meaning of Section 3(3) of ERISA, all medical, dental, life insurance, flexible reimbursement equity accounts, equity (including the Company Equity Plans and the Company ESPP), bonus (sales incentive, short and long term) or other incentive compensation, disability, salary continuation, severance, retention, retirement, pension, deferred compensation, vacation, sick pay or paid time off plans or policies, relocation and expatriate policies, and any other material plans, agreements (including employment, consulting and collective bargaining agreements), policies, trust funds or arrangements (whether written or unwritten, insured or self-insured) (each a “Company Plan,” and collectively, the “Company Plans”), and (ii) all material employee benefit plans, policies, agreements or arrangements mandated by a government other than the United States or that are subject to the Laws of a jurisdiction outside of the United States (each, a “Foreign Plan,” and collectively, the “Foreign Plans”), in each case either (A) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company, its Subsidiaries or any of their respective ERISA Affiliates on behalf of any employee, officer, director, stockholder or other service provider of the Company or its Subsidiaries (whether current, former or retired) or their beneficiaries, or (B) with respect to which the Company, its Subsidiaries or any of their respective ERISA Affiliates has any obligation on behalf of any such employee, officer, director, stockholder or other service provider or beneficiary.
Company Employee Benefit Plans. 28 Section 5.12 [Intentionally Left Blank.]................................. 31 Section 5.13 TAXES....................................................... 31 Section 5.14 INTELLECTUAL PROPERTY....................................... 33 Section 5.15 BROKER'S OR FINDER'S FEE.................................... 34 Section 5.16 ENVIRONMENTAL MATTERS....................................... 34 Section 5.17 STATE TAKEOVER STATUTES..................................... 36 Section 5.18 VOTING REQUIREMENTS; BOARD APPROVAL......................... 36 Section 5.19 OPINION OF FINANCIAL ADVISOR................................ 37 Section 5.20 CONTRACTS................................................... 37 Section 5.21
Company Employee Benefit Plans. (a) Parent agrees that all employees of the Company and its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time ("CONTINUING EMPLOYEES") shall be eligible to continue to participate in the Surviving Corporation's health and welfare benefit plans in accordance with the terms of those plans; provided, however, that (i) nothing in this Section 7.9 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit at any time, and (ii) if Parent or any Surviving Corporation terminates any such health or welfare benefit plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's health and welfare benefit plans, to substantially the same extent as similarly situated employees of Parent. Nothing in this Section 7.9 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be "at will" employment, if permitted under applicable law.
Company Employee Benefit Plans. (a) Parent agrees that all full-time employees of the Company and its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible to continue to participate in either Parent’s or the Surviving Corporation’s health and welfare benefit plans in accordance with the terms of those plans and to the extent such plans and programs provide the following benefits: medical/dental/vision care, life insurance, disability income, sick pay, holiday pay and vacation pay, 401(k) plan coverage, employee stock purchase or other incentive plans, dependent care or severance benefits. Each Continuing Employee shall be given credit, for purposes of any service requirements for participation or vesting, for his or her period of service with the Company or any of its Subsidiaries credited under a similar plan prior to the Effective Time. Each Continuing Employee who, at the Effective Time, was participating in an employee group health plan maintained by Company or any of its Subsidiaries that is terminated by Parent shall not be excluded from Parent’s employee group health plan or limited in coverage thereunder by reason of any waiting period restriction or pre-existing condition limitation; provided, however, that Section 7.14 nothing in this Section 7.10 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit at any time, and Section 7.15 if Parent or any Surviving Corporation terminates any of Surviving Corporation’s health or welfare benefit plans, then the Continuing Employees shall be eligible to participate in Parent’s health and welfare benefit plans, to substantially the same extent as similarly situated employees of Parent. Nothing in this Section 7.10 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable law.
Company Employee Benefit Plans. 62 SECTION 7.10
Company Employee Benefit Plans. (1) The Company has delivered or made available to API a complete and accurate copy of each Company Employee Benefit Plan document (including all amendments) and a complete and accurate copy of all documents relating to such Company Employee Benefit Plan, including, if applicable: (A) each trust agreement, insurance or annuity contract, investment management agreement, custodial agreement, and other agreement relating to the funding of the Company Employee Benefit Plan, and all amendments to them; (B) the most recent summary plan description and any subsequent summary of material modifications or other material disclosure information furnished to participants; (C) the three most recently prepared or filed annual returns or reports, including all applicable schedules; (D) if the Company Employee Benefit Plan is intended to qualify under or satisfy requirements of the tax law of the relevant jurisdiction, the most recent determination letter or other notice of qualification or approval issued by the relevant government authority, the application submitted for it, any correspondence with the relevant government authority in connection with the determination letter or other notice of qualification or approval, and any pending 8 14 application for a determination letter or other notice of qualification or approval; (E) the three most recent financial statements; and (F) the three most recent actuarial valuation reports. (2) Each Company Employee Benefit Plan is now and always has been operated in all material respects in accordance with its terms and the requirements of all applicable laws. For the purposes of Section 2.2(q), (r), and (s), the term "law" includes, without limitation, those particular laws to which the following provisions of Section 2.2(q), (r), and (s) refer, laws relating to, regulating, or mandating the provision of social welfare, pension, or other benefits for employees, all provisions of the relevant tax law applicable to secure intended tax consequences, securities law, and all regulations and authoritative court and administrative rulings under such laws. All persons who participate in the operation of the Company Employee Benefit Plans and all Company Employee Benefit Plan fiduciaries have always acted in all material respects in accordance with the provisions of all applicable law of the relevant jurisdiction. The Company and the Subsidiaries have performed all obligations required to be performed by them under, are not in any materia...
