Employee and Benefit Plan Matters. (a) CEOC and CERP agree to, as promptly as reasonably practicable following the Effective Date, use commercially reasonable efforts to transfer, or cause their respective Subsidiaries to transfer, to the Company, the employment of the individuals with positions set forth on Schedule II attached hereto (the “Transferring Employees”) and assign to the Company all employment-related obligations associated therewith, including, as applicable, (i) employment agreements, (ii) collective bargaining agreements and (iii) where Transferring Employees are represented by a union but their terms and conditions of employment are not set forth in any collective bargaining agreement, the obligation to bargain and negotiate with the applicable union. All individuals set forth on Schedule II, including newly hired employees who replace any such individual who terminates employment following the Effective Date, shall be Transferring Employees, even if any such individual is on a leave of absence, including paid or unpaid leave, disability, medical, personal, layoff, jury duty, bereavement or any other form of authorized leave. The parties hereto understand and agree that the positions identified on Schedule II attached hereto may be expanded or eliminated in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, if the Steering Committee determines in its discretion that the transfer of employment and employment-related obligation in respect of any Transferring Employee or group of Transferring Employees, including, any Transferring Employees who are represented by a union, as contemplated by this Section 7.13(a) is not permitted under applicable Law or could result in material liability to any of CEOC, CERP, CGPH or any of their respective Subsidiaries, which liability can be avoided or mitigated in any respect by delaying such transfer, then the Steering Committee may delay such transfer until such time as the Steering Committee determines in its sole discretion that applicable Law so permits or that the likelihood of any material liability to any of CEOC, CERP, CGPH or their respective Subsidiaries resulting from such transfer has been reduced. (b) The Company agrees to accept the transfer and assignment contemplated by Section 7.13(a). (c) Effective promptly upon the effectiveness of the transfer and assignment contemplated by Section 7.13(a) including any transfer or assignment that occurs in accordance with the final sentence of Section 7.13(a) (the “Transfer Time”), all Transferring Employees shall cease to be employees of CEOC, CERP and their respective Subsidiaries, as applicable. The parties intend that the transfer of employment contemplated hereby shall not result in any break in service or constitute a termination from employment for purposes of triggering any severance or termination payment or benefits under any plan of CEOC, CERP or their respective Subsidiaries, as applicable. (d) Prior to and effective as of the Transfer Time, the Company shall have no employees other than the Transferring Employees. (e) The parties shall not take any action that is not otherwise permitted in this Agreement or the Services Agreement that would interfere with the Transferring Employees becoming employed by the Company as of the Transfer Time. (f) The Company agrees that, with respect to Transferring Employees, all service and compensation that, as of the Transfer Time, was recognized by CEOC, CERP or any of their Subsidiaries, as applicable, shall, as of the Transfer Time, be fully recognized, credited and taken into account under every employee benefit plan sponsored by the Company or in which the Company participates, except to the extent that duplication of benefits would result. CEOC, the Company, CEC and CGPH shall adopt, or cause to be adopted, all reasonable and necessary amendments and procedures to prevent Transferring Employees from receiving duplicative benefits. (g) The transfer of employment of the Transferring Employees to the Company shall not constitute a breach of any provision prohibiting competition with the business of CEOC, CERP and their Subsidiaries, as applicable, or disclosure of confidential information regarding such business, whether such provision may be included in any employment agreement, employee policy manual or guidelines, equity compensation plan or any other compensation or benefit plan, program, agreement or arrangement (a “Restrictive Covenant Obligation”), nor shall such transfer be deemed to release or otherwise relieve any Transferring Employee from any Restrictive Covenant Obligation. (h) CEC, the Members and the Company hereby authorize the Steering Committee to take such actions as are necessary to effect the transfer of employees contemplated by this Article 7 and arrange for the provision of employee compensation and benefit plans to Transferring Employees in a manner that is designed to continue on and following the Transfer Time, the compensation and benefit levels and opportunities that were in effect immediately prior to the Transfer Time (or as close thereto as practicable) and appropriately allocate costs, liabilities and assets applicable to such compensation and benefit plan levels. (i) Nothing contained herein shall be construed as requiring any of the parties or their respective Affiliates to continue any specific employee benefit plans or to continue the employment of any specific individual. The provisions of this Section 7.13 are solely for the benefit of the parties to this Agreement, may be modified by the Steering Committee, and no current or former director, officer, employee or independent contractor or any other Person shall be a third-party beneficiary of this Section 7.13, and nothing herein shall be construed as an amendment to any compensation or benefit plan. Without limiting the generality of the foregoing, except as expressly provided in this Agreement, nothing in this Agreement shall preclude the Company or its Affiliates, at any time after the Transfer Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any employee benefit plan, any benefit under any such plan or any trust, insurance policy or funding vehicle related to any such plan.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Caesars Entertainment Operating Company, Inc.)
Employee and Benefit Plan Matters. (a) CEOC Each of the Parties shall cooperate and CERP agree use commercially reasonable best efforts to, as promptly as reasonably practicable following the Effective Datedate hereof, use commercially reasonable efforts identify any Property Employee who provides a supervisory function to transferone or more of the Casinos, on the one hand, and to other facilities owned or operated by the Caesars Parties (other than the Purchased Entities or their Subsidiaries) on the other hand (such employees, the “Management Employees”). The Caesars Parties shall, and shall cause each of their respective Subsidiaries to transferto, to the Company, transfer and assign the employment of the individuals with positions set forth on Schedule II attached hereto (the “Transferring Employees”) of, and assign to the Company all employment-related obligations associated therewith, including, as applicable, (iincluding but not limited to employment Contracts) employment agreements, (ii) collective bargaining agreements and (iii) where Transferring Employees are represented by a union but their terms and conditions of employment are not set forth in any collective bargaining agreement, the obligation to bargain and negotiate with the applicable union. All individuals set forth on Schedule II, including newly hired employees who replace any such individual who terminates employment following the Effective Date, shall be Transferring Employees, even if any such individual is on a leave of absence, including paid or unpaid leave, disability, medical, personal, layoff, jury duty, bereavement or any other form of authorized leave. The parties hereto understand and agree that the positions identified on Schedule II attached hereto may be expanded or eliminated in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, if the Steering Committee determines in its discretion that the transfer of employment and employment-related obligation in respect of any Transferring Employee or group of Transferring Employees, includingof, any Transferring Management Employees who are represented employed by a union, as contemplated by this Section 7.13(a) is not permitted under applicable Law or could result in material liability to any of CEOC, CERP, CGPH the Company Parties or any of the Purchased Entities (or their respective Subsidiaries) to Services Co. effective as of the Closing Date (or, which liability can be avoided if Services Co. has not then been established, to CEOC or mitigated in any respect by delaying one of its Affiliates), such transferthat, then as of the Steering Committee may delay such transfer until such time as Closing Date, none of the Steering Committee determines in its sole discretion that applicable Law so permits or that the likelihood of any material liability to any of CEOC, CERP, CGPH Purchased Entities or their respective Subsidiaries resulting from is an employer of any Management Employees. The Caesars Parties shall, and shall cause each of their respective Subsidiaries to, transfer and assign the employment of, and all employment-related obligations (including but not limited to employment Contracts) of, any Property Employees (other than Management Employees) employed by the Caesars Parties or their Subsidiaries (other than the Purchased Entities or their respective Subsidiaries) to the Purchased Entities or their respective Subsidiaries prior to the Closing Date, such transfer has been reducedthat, as of the Closing Date, a Purchased Entity or its Subsidiary is the employer of the then-current Property Employees.
(b) The Company agrees to accept the transfer and assignment contemplated by Section 7.13(a).
(c) Effective promptly upon the effectiveness of the transfer and assignment contemplated by Section 7.13(a) including any transfer or assignment that occurs in accordance with the final sentence of Section 7.13(a) (the “Transfer Time”), all Transferring Employees shall cease to be employees of CEOC, CERP and their respective Subsidiaries, as applicable. The parties intend that the transfer of employment contemplated hereby shall not result in any break in service or constitute a termination from employment for purposes of triggering any severance or termination payment or benefits under any plan of CEOC, CERP or their respective Subsidiaries, as applicable.
(d) Prior to and effective as of the Transfer TimeClosing, the Company shall have no employees other than the Transferring Employees.
(e) The parties shall not take any action that is not otherwise permitted in this Agreement Parent or the Services Agreement that would interfere with the Transferring Employees becoming employed by the Company as of the Transfer Time.
(f) The Company agrees that, with respect to Transferring Employees, all service and compensation that, as of the Transfer Time, was recognized by CEOC, CERP or any of their Subsidiaries, as applicable, shall, in a manner which complies with all applicable Laws, (i) amend its defined contribution savings and retirement plans as necessary or appropriate to both (x) constitute a plan maintained by more than one employer within the meaning of Section 413(c) of the Transfer Time, be fully recognized, credited Code and taken into account under every employee benefit plan sponsored by the (y) identify each applicable Company Party or in which the Company participates, except to the extent that duplication of benefits would result. CEOC, the Company, CEC and CGPH shall adopt, or cause to be adopted, all reasonable and necessary amendments and procedures to prevent Transferring Employees from receiving duplicative benefits.
(g) The transfer of employment of the Transferring Employees to the Company shall not constitute a breach of any provision prohibiting competition with the business of CEOC, CERP and their its Subsidiaries, as applicable, or disclosure of confidential information regarding as an employer maintaining such business, whether such provision may be included in any employment agreement, employee policy manual or guidelines, equity compensation plan or any other compensation or benefit plan, program, agreement or arrangement and (a “Restrictive Covenant Obligation”ii) subject to Section 8.16(e), nor shall such transfer be deemed to release or otherwise relieve any Transferring Employee from any Restrictive Covenant Obligation.
(h) CEC, the Members and the Company hereby authorize the Steering Committee to take such actions as are necessary to effect so that, effective at the transfer of employees contemplated by this Article 7 and arrange for the provision of employee compensation and benefit plans to Transferring Employees in a manner that is designed to continue on and following the Transfer TimeClosing, the compensation Property Employees who were participating in the Caesars Benefit Plans that provide medical, dental, vision, disability and benefit levels other health and opportunities that were in effect welfare benefits immediately prior to the Transfer Time Closing will participate in plans that are substantially similar, mutatis mutandis, to those covering the Property Employees under the Caesars Benefit Plans immediately prior to the Closing (the “Mirror H&W Plans”); which Mirror H&W Plans may, in the discretion of CEOC, be sponsored after the Closing by an applicable Purchased Entity or its Subsidiary or an ERISA Affiliate of them, provided, however, that no Mirror H&W Plan shall constitute a multiple employer welfare arrangement. Notwithstanding anything in this Section 8.16(b) to the contrary, on and after the Closing, Growth Partners shall cause its Subsidiaries to continue to provide those Property Employees who are covered by a Labor Agreement with those pension, health and welfare and fringe benefits provided under the Union Plans in accordance with the terms of each such Labor Agreement, and, except as close thereto as practicableset forth on Section 8.16(b) of the Caesars Disclosure Schedule, such Property Employees covered by such Labor Agreements shall not be eligible to participate in or otherwise receive benefits under the pension and appropriately allocate costs, liabilities and assets applicable to such compensation and benefit plan levelsMirror H&W Plans hereinabove described for the Property Employees not covered by a Labor Agreement.
(ic) In connection with the actions contemplated by this Section 8.16 and the consummation of the transactions contemplated by this Agreement, including the Restructuring Transactions, CEOC shall, or shall cause each Property Employer to, at its own expense, give all notices and other information required to be given to and satisfy any bargaining obligations prior to the Closing with respect to, any Property Employee, any labor or trade union, works council or any other employee representative body, and/or any applicable Governmental Entity, whether under the Worker Adjustment and Retraining Notification Act or any similar state or local law (the “WARN Act”), the National Labor Relations Act, as amended, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1986, any other applicable Laws, or a Labor Agreement. Neither CEOC nor any of its Subsidiaries or any Property Employer will take any action with respect to any Property Employees prior to the Closing that would constitute a plant closing or mass layoff within the meaning of, or otherwise trigger notice, compensation, or other obligations under the WARN Act. With respect to any Property Employees whose employment transfers pursuant to Section 8.16(a), the entity employing such persons shall pay to such persons all wages accrued through and ending with the effective date of such transfer, any severance or other contractual liability that is triggered by such transfer, and shall provide for the withholding and remittance of all applicable Tax withholdings for any such amounts.
(d) Nothing contained herein shall be construed as requiring any of the parties Parties or their respective Affiliates to continue any specific employee benefit plans or to continue the employment of any specific individualperson. The provisions of this Section 7.13 8.16 are solely for the benefit of the parties Parties to this Agreement, may be modified by the Steering Committee, and no current or former director, officer, employee or independent contractor or any other Person person shall be a third-party beneficiary of this Section 7.138.16, and nothing herein shall be construed as an amendment to any compensation or benefit plan. Without limiting plan or arrangement for any purpose.
(e) Notwithstanding anything in Section 8.16(b)(ii) to the generality contrary, in the event that any Mirror H&W Plan is not fully implemented and effective as of the foregoingClosing such that the requirements contained in Section 8.16(b)(ii) cannot be satisfied as of the Closing (any such plan, a “Pending Mirror H&W Plan”), then for the period (the “Transition Period”) commencing on the Closing and ending at midnight on such date as such Pending Mirror H&W Plan is fully implemented and effective and capable of providing the coverage described in Section 8.16(b)(ii) or such other date as the Parties may mutually determine, but in no event later than December 31, 2014 (the “Benefit Changeover Date”), the applicable Caesars Party sponsoring each Transition Benefit agrees to make available coverage (including COBRA coverage), employee call centers and claims processing services to and in respect to the Property Employees who are employees of the Purchased Entities immediately prior to and following the Closing; provided, however, that the Caesars Parties shall indemnify and hold Growth Partners harmless against any Liabilities associated with the provision of Transition Benefits, except as expressly specifically contemplated by this Section 8.16(e). For purposes of this Section 8.16(e), the “Transition Benefits” shall mean those particular medical, dental, vision, disability and other health and welfare plans in which Property Employees participate immediately prior to the Closing which would otherwise be provided in this Agreementunder a Pending Mirror H&W Plan and which will be provided upon the full implementation and effectiveness thereof, nothing in this Agreement shall preclude and such additional benefits which the Company parties otherwise mutually agree to include within the definition of “Transition Benefits” as soon as practicable following the date hereof. The applicable Caesars Party or its Affiliatesservice provider administering each Transition Benefit shall honor any claims for benefits under such Transition Benefits which are incurred prior to the Benefit Changeover Date and which are presented to such administrator in accordance with the terms of the particular plan, at program, policy or arrangement establishing the particular Transition Benefit; provided, however, that such claims are presented prior to the expiration of the twelve (12) month period beginning on the Benefit Changeover Date. Growth Partners shall reimburse the applicable Caesars Party for the actual aggregate employer and employee premium cost, including any time monthly service charges imposed by the applicable Caesars Party’s service provider which are paid directly by the applicable Caesars Party (“Aggregate Premium Cost”), of providing such Transition Benefits during the Transition Period within forty-five (45) days after the Transfer Timeapplicable Caesars Party submits written proof of such Aggregate Premium Cost to Growth Partners. To the extent a particular Transition Benefit is administered by a third party service provider, from amending, merging, modifying, terminating, eliminating, reducing, the applicable Caesars Party shall use commercially reasonable efforts to obtain such service provider’s consent to the substitution of Growth Partners or one of its Subsidiaries as the party legally responsible for providing the particular Transition Benefit on and after the Closing but otherwise altering in any respect any employee benefit plan, any benefit under any such plan or any trust, insurance policy or funding vehicle related continuing to any such plantreat the particular Transition Benefit as administered by the applicable Caesars Party and its service providers throughout the Transition Period.
Appears in 2 contracts
Samples: Transaction Agreement (CAESARS ENTERTAINMENT Corp), Transaction Agreement (Caesars Acquisition Co)
Employee and Benefit Plan Matters. (a) CEOC and CERP agree to, as promptly as reasonably practicable following the Effective Date, use commercially reasonable efforts to transfer, or cause their respective Subsidiaries to transfer, to the Company, The Continuing Employees who remain in the employment of Purchaser or its subsidiaries shall receive employee benefits that are substantially comparable in the individuals with positions set forth on Schedule II attached hereto (the “Transferring Employees”) and assign aggregate to the Company all employment-related obligations associated therewith, including, as applicable, (i) employment agreements, (ii) collective bargaining agreements and (iii) where Transferring Employees are represented by a union but their terms and conditions employee benefits provided to similarly situated employees of employment are not set forth in any collective bargaining agreement, the obligation Purchaser to bargain and negotiate with the applicable union. All individuals set forth on Schedule II, including newly hired employees who replace any such individual who terminates employment following the Effective Date, shall be Transferring Employees, even if any such individual is on a leave of absence, including paid or unpaid leave, disability, medical, personal, layoff, jury duty, bereavement or any other form of authorized leave. The parties hereto understand and agree that the positions identified on Schedule II attached hereto may be expanded or eliminated in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, if the Steering Committee determines in its discretion that the transfer of employment and employment-related obligation in respect of any Transferring Employee or group of Transferring Employees, including, any Transferring Employees who are represented by a union, as contemplated by this Section 7.13(a) is not permitted under applicable Law or could result in material liability to any of CEOC, CERP, CGPH or any of their respective Subsidiaries, which liability can be avoided or mitigated in any respect by delaying such transfer, then the Steering Committee may delay such transfer until such time as the Steering Committee determines in its sole discretion that applicable Law so permits or that the likelihood of any material liability to any of CEOC, CERP, CGPH or their respective Subsidiaries resulting from such transfer has been reducedextent commercially reasonable.
(b) The Effective immediately after the Closing and thereafter, Purchaser shall provide, or shall cause its subsidiaries to provide, that periods of employment with the Company agrees (including any current or former affiliate of the Company or any predecessor of the Company) shall be taken into account (i) for purposes of eligibility for vacation under Purchaser's vacation program and (ii) for purposes of eligibility to accept participate in any health or welfare plan maintained by Purchaser (other than any post-employment health or post-employment welfare plan) and Purchaser’s 401(k) plan (in the transfer case of each of clauses (i) and assignment contemplated by Section 7.13(a(ii), solely to the extent that (A) such periods of employment are taken into account and reflected on the records under analogous Benefit Plans before the Closing and (B) Purchaser makes such plan or program available to employees of the Company, and not in any case where credit would result in duplication of benefits.
(c) Effective promptly upon With respect to any health plan maintained by Purchaser in which Continuing Employees are eligible to participate after the effectiveness Closing, Purchaser shall, and shall cause its subsidiaries to, (i) waive all exclusions with respect to participation and coverage requirements applicable to such Continuing Employees to the extent such conditions and exclusions were satisfied or did not apply to such Continuing Employees under the welfare plans of the transfer Company prior to the Closing and assignment contemplated by Section 7.13(a(ii) including provide each Continuing Employee with credit for any transfer co-payments and deductibles paid prior to the Closing, for the current calendar year, in satisfying any analogous deductible or assignment that occurs in accordance with out of pocket requirements to the final sentence of Section 7.13(a) (the “Transfer Time”), all Transferring Employees shall cease to be employees of CEOC, CERP and their respective Subsidiaries, as applicable. The parties intend that the transfer of employment contemplated hereby shall not result in any break in service or constitute a termination from employment for purposes of triggering any severance or termination payment or benefits extent applicable under any plan of CEOC, CERP or their respective Subsidiaries, as applicablesuch plan.
(d) Prior On or around the Closing, up to 375,000 restricted stock units of Purchaser (the “RSUs”) will be available to grant through the Purchaser 2015 Equity Incentive Plan as incentive compensation to Continuing Employees who execute Employment Arrangements and effective are employed by Purchaser or the Company or any subsidiary thereof following the Effective Time. The RSUs will be granted subject to three year vesting terms, with a one-year cliff followed by monthly vesting (with vesting service commencing on Closing), as more fully set forth in the applicable Employment Arrangements. If the Purchaser (or the Company or any subsidiary thereof) terminates the employment of any Continuing Employee other than for Cause prior to the one-year cliff applicable to any Continuing Employee’s RSUs, then, notwithstanding the foregoing, one-third of the Transfer TimeRSUs and/or Restricted Stock granted to such Continuing Employee shall vest immediately prior to such termination. In addition, any RSUs held by a Continuing Employee that vest prior to the termination of employment of such Continuing Employee with the Purchaser (or the Company shall have no employees or any subsidiary thereof) (other than termination for Cause) shall survive such termination and remain vested and in full force and effect regardless of such termination. The allocation of the Transferring Employees.RSUs will be as set forth on Exhibit E.
(e) The parties shall not take any action that is not otherwise permitted in this Agreement or the Services Agreement that would interfere with the Transferring Employees becoming employed by the Company as of the Transfer Time.
(f) The Company agrees that, with respect to Transferring Employees, all service and compensation that, as of the Transfer Time, was recognized by CEOC, CERP or any of their Subsidiaries, as applicable, shall, as of the Transfer Time, be fully recognized, credited and taken into account under every employee benefit plan sponsored by the Company or in which the Company participates, except to the extent that duplication of benefits would result. CEOC, the Company, CEC and CGPH shall adopt, or cause to be adopted, all reasonable and necessary amendments and procedures to prevent Transferring Employees from receiving duplicative benefits.
(g) The transfer of employment of the Transferring Employees to the Company shall not constitute a breach of any provision prohibiting competition with the business of CEOC, CERP and their Subsidiaries, as applicable, or disclosure of confidential information regarding such business, whether such provision may be included in any employment agreement, employee policy manual or guidelines, equity compensation plan or any other compensation or benefit plan, program, agreement or arrangement (a “Restrictive Covenant Obligation”), nor shall such transfer be deemed to release or otherwise relieve any Transferring Employee from any Restrictive Covenant Obligation.
(h) CEC, the Members and the Company hereby authorize the Steering Committee to take such actions as are necessary to effect the transfer of employees contemplated by this Article 7 and arrange for the provision of employee compensation and benefit plans to Transferring Employees in a manner that is designed to continue on and following the Transfer Time, the compensation and benefit levels and opportunities that were in effect immediately prior to the Transfer Time (or as close thereto as practicable) and appropriately allocate costs, liabilities and assets applicable to such compensation and benefit plan levels.
(i) Nothing contained herein shall be construed as requiring any requiring, and the Company shall take no action, and shall ensure the Subsidiary takes no action, that would have the effect of the parties requiring, Purchaser or their respective Affiliates its subsidiaries to continue any specific employee benefit plans or to continue the employment of any specific individualperson. The provisions Furthermore, no provision of this Section 7.13 are solely for the benefit of the parties to this Agreement, may be modified by the Steering Committee, and no current or former director, officer, employee or independent contractor or any other Person Agreement shall be a third-party beneficiary construed as prohibiting or limiting the ability of this Section 7.13Purchaser or its subsidiaries to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Purchaser or its subsidiaries and nothing herein therein shall be construed as an amendment to any compensation such plan, program, policy, arrangement, agreement or benefit plan. Without limiting understanding for any purpose.
(f) Only upon Purchaser’s request, and if requested before the generality Effective Time, the Company shall terminate each PEO Agreement prior to the Closing or as soon as reasonably practicable following the Closing, including sending all required notices, such that each PEO Agreement shall be of no further force or effect following the payment of the foregoingCompany’s final payroll and the payout of the Option Cancellation Payments, except in each case without any remaining liability of any kind on the part of the Company, Purchaser or any of their affiliates. The form and substance of such notices will be subject to the prior review and approval of Purchaser. For purposes of clarity, any PEO Agreements for which no request has been made by Purchaser on or prior to the day immediately prior to the Closing Date will not be terminated by the Company.
(g) Only upon Purchaser’s request, and if requested before the Effective Time, the Company will terminate its participation in any or all of the PEO Benefit Plans set forth in Schedule 5.08 of the Disclosure Schedule, with such termination of participation to be effective as expressly provided of the last day of the month in which the Effective Time occurs and reflected in resolutions of Company’s board of directors. The form and substance of such resolutions will be subject to the prior review and approval of Purchaser. For purposes of clarity, participation in any PEO Plans for which no request has been made by Purchaser on or prior to the day immediately prior to the Closing Date will not be terminated by the Company.
(h) Unless Purchaser provides written notice to the Company to the contrary on or prior to the day immediately prior to the Closing Date, the Company will terminate its participation in any and all PEO Benefit Plans, intended to meet the requirements of Section 401(a) of the Code (each a “PEO 401 Plan”), effective as of the times described in this AgreementSection. Unless Purchaser provides written notice to the Company as contemplated in the foregoing sentence, nothing the Company shall provide Purchaser on or prior to the Closing Date with evidence that participation in this Agreement the PEO 401 Plans have been terminated pursuant to resolutions of the Board of Directors of the Company, effective as of no later than the day immediately preceding the Closing Date. The form and substance of such resolutions, and the manner in which such PEO 401 Plans are terminated, shall preclude be subject to review and approval of Purchaser.
(i) The Company shall terminate any and all Company Sponsored Benefit Plans maintained by the Company or any of its Affiliatesaffiliates that are set forth in Schedule 5.08 of the Disclosure Schedule, at any time after in each case effective as of the Transfer Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any employee benefit plan, any benefit under any such plan or any trust, insurance policy or funding vehicle related to any such plan.day immediately preceding the Effective
Appears in 1 contract
