Delayed Transfer Employees Clause Samples

Delayed Transfer Employees. To the extent that applicable Law prevents the Parties from causing any (i) UpstreamCo Group Employee to be employed by a member of the UpstreamCo Group as of the Operational Separation Date as contemplated by Section 3.01(a)(i) or (ii) Parent Group Employee to be employed by a member of the Parent Group as of the Operational Separation Date as contemplated by Section 3.01(a)(ii) (each such employee, a “Delayed Transfer Employee” and the UpstreamCo Group or Parent Group entity to which such Delayed Transfer Employee would have been transferred under Section 3.01(a), the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the earliest time permitted by applicable Law and, with respect to any Delayed Transfer Employee who is actively employed as of the Operational Separation Date, and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the Operation Separation Date, including by entering into an employee leasing or similar arrangement. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 2.02, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Operational Separation Date as contemplated by Section 3.01(a).

Delayed Transfer Employees. (i) Each MRO Unvested Option held by a Delayed Transfer Employee who is an MRO Employee shall be adjusted under Section 13.2(a) on the same basis as any other MRO Unvested Option. Each MRO Unvested Option held by a Delayed Transfer Employee who is an MPC Employee shall be adjusted under Section 13.2(b) on the same basis as any other MRO Unvested Option held by other MPC Employees. (ii) Each Remaining MRO Unvested Option outstanding under the MRO Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Petroleum common stock (each such option, a “Delayed Transfer MPC Option”) pursuant to the terms of the MPC Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii). The exercise price and number of shares subject to such Delayed Transfer MPC Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock subject to each such Delayed Transfer MPC Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Emp...

Delayed Transfer Employees. (a) For COBRA qualifying events (as defined in Code Section 4980B) occurring on and after a Delayed Transfer Employee’s Transfer Date:

Delayed Transfer Employees. Any TimkenSteel Transferee will be treated in the same manner as a TimkenSteel Employee under this Article IX, except that such TimkenSteel Transferee may experience a separation from service (within the meaning of Code Section 409A) on his or her Applicable Transfer Date. Such a TimkenSteel Transferee’s Applicable Transfer Date will be treated as the Distribution Date. In addition, the Bearings Group will assume and be solely responsible, pursuant to the terms of the applicable Split Nonqualified Plan, for any benefits accrued by any Bearings Transferee under any TimkenSteel Spinoff Nonqualified Plan, and the TimkenSteel Group will have no liability with respect thereto. Notwithstanding any provision of this Employee Matters Agreement to the contrary, for purposes of this Article IX, the term “Bearings Employees” will not include Bearings Transferees and the term “TimkenSteel Employees” will not include TimkenSteel Transferees, in each case, with respect to TimkenSteel Spinoff Nonqualified Plans and Split Nonqualified Plans that are defined benefit plans.

Delayed Transfer Employees. Notwithstanding any provision of this Employee Matters Agreement to the contrary, for purposes of this Article VII, the term “Bearings Employees” will not include Bearings Transferees, and the term “TimkenSteel Employees” will not include TimkenSteel Transferees. Timken and TimkenSteel will cooperate in good faith to address any loss a Delayed Transfer Employee experiences under a Split DB Plan or TimkenSteel Spinoff DB Plan by reason of such employee’s transfer described in Section 2.4.

Delayed Transfer Employees. (i) HP and Enterprise shall use commercially reasonable efforts to ensure that each Delayed Transfer Employee becomes employed by an HPI Entity on or as soon as possible after the effective date of the Transaction Documents with respect to the Demerger, provided that the Delayed Transfer Employee remains actively employed by, or on an Approved Leave of Absence from, IN30 as of such effective date. (ii) Notwithstanding the foregoing or anything else in this Agreement to the contrary, except as may be required by applicable Law, HP shall not be required to provide any specific compensation, benefits or other terms and conditions of employment for any Delayed Transfer Employee.

Delayed Transfer Employees. In the event that ▇▇▇▇ Foods and WhiteWave agree to transfer the employment of any other employee of the ▇▇▇▇ Foods Group to WhiteWave, WWF Operating Company or any other member of the WhiteWave Group in connection with the Distribution, but following the IPO (each, a “Delayed Transfer Employee”), then effective as of the date the employment of such individual is transferred or such other date as may otherwise be agreed in writing by and between ▇▇▇▇ Foods and WhiteWave (the “Transfer Date”), WhiteWave shall assume all Liabilities of the type and nature that would have been assumed by WhiteWave pursuant to Section 3.2 had such Delayed Transfer Employee been a Transferred Employee as of the IPO.

Delayed Transfer Employees. Any Fortrea Transferee will be treated in the same manner as a Fortrea Employee under this Article IX, except that such Fortrea Transferee may experience a “separation from service” (within the meaning of Code Section 409A) on his or her Applicable Transfer Date.

Delayed Transfer Employees. Following the Distribution Date but on or before two (2) years following the Distribution Date, a limited number of Ralcorp Employees may be transferred to the Post Group, and a limited number of Post Employees may be transferred to the Ralcorp Group. An individual will be deemed to be a Delayed Transfer Employee only to the extent so designated by Ralcorp and Post.