Company Employee Plan. “Company Employee Plan” shall mean each Company Employee Agreement and each other plan, program, policy, practice or Contract providing for benefits or compensation, including bonus or other incentive compensation, stock purchase, stock option and other equity compensation, severance or other termination benefits, deferred compensation, salary continuation, supplemental unemployment compensation, employee loan, retention or change in control benefits, transaction bonus, Tax gross-up, relocation, expatriation, repatriation, hospitalization, medical, health, or life insurance coverage (including any self-insured arrangements), commission, death or disability benefits, employee assistance program, workers’ compensation, fringe benefits, sick pay, paid time off, vacation pay, profit sharing, retirement benefits or other similar benefits or remuneration of any kind, whether or not in writing and whether or not funded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan): (a) that is or has been maintained or contributed to, or required to be maintained or contributed to, by any of the Target Companies or any Company Affiliate for the benefit of any Company Associate; or (b) with respect to which any of the Target Companies or any Company Affiliate has or may incur or become subject to any liability or obligation; provided, that Company Employee Plan shall exclude consulting agreements that provide solely for standard hourly compensation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Innoviva, Inc.)
Company Employee Plan. “Company Employee Plan” shall mean each Company Employee Agreement and each other plan, program, policy, practice or Contract providing for benefits or compensation, including bonus or other incentive compensation, stock purchase, stock option and other equity compensation, severance or other termination benefits, deferred compensation, salary continuation, supplemental unemployment compensation, employee loan, retention or change in control benefits, transaction bonus, Tax tax gross-up, relocation, expatriation, repatriation, hospitalization, medical, health, or life insurance coverage (including any self-insured arrangements), commission, death or disability benefits, employee assistance program, workers’ compensation, fringe benefits, sick pay, paid time off, vacation pay, profit sharing, retirement benefits or other similar benefits or remuneration of any kind, whether or not in writing and whether or not funded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan): (a) that is or has been maintained or contributed to, or required to be maintained or contributed to, by any of the Target Tetraphase Companies or any Company Affiliate for the benefit of any Company Associate; or (b) with respect to which any of the Target Tetraphase Companies or any Company Affiliate has or may incur or become subject to any liability or obligation; provided, that Company Employee Plan shall exclude consulting agreements that provide solely for standard hourly compensation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc)
