Employee Benefits; Crediting of Service Sample Clauses

Employee Benefits; Crediting of Service. On and after their applicable Transfer Dates and until the first anniversary of the Closing, Opco shall make available to Transferred Employees (and their eligible spouses, dependents and beneficiaries) defined contribution pension and welfare benefits that are substantially comparable, in the aggregate, to the defined contribution pension and welfare benefits provided to Transferred Employees (and, as applicable, their eligible spouses, dependents and beneficiaries) under Seller’s or its Affiliates’ Benefit Plans immediately prior to the Closing Date without limitations based upon pre-existing conditions (and the amount of year-to-date deductibles incurred by Transferred Employees prior to their applicable Transfer Dates under Seller’s or its Affiliates’ Benefit Plans shall be credited toward satisfaction of deductibles under the employee benefits and compensation plans, programs and arrangements sponsored or maintained by Opco (the “Company Plans”) for the year in which the Transfer Date occurs); provided, however, any Benefit Plan which is an equity-based plan, stock purchase plan, defined benefit pension plan, or retiree health and welfare plan shall be excluded for purposes of comparability. Opco shall ensure that the Company Plans grant full credit for all service or employment with, or recognized by, Seller and its Affiliates for purposes of eligibility, participation and vesting with respect to any Company Plan (but not benefit accrual) that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, and, for purposes of eligibility, participation and determining the amount of any benefit with respect to any Company Plan that is a vacation or other program that is affected by seniority and any Company Plan that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, including any severance plan or sick plan; provided, that Opco’s vacation plan shall be able to offset, for the year in which the Transfer Date occurs, the vacation credited to the Transferred Employees pursuant to Section 5.5(d).
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Employee Benefits; Crediting of Service. The Purchaser shall --------------------------------------- provide to each of the Transferred Employees, employee benefits that are, on the whole, substantially equivalent to those provided by the Seller to such Transferred Employee during the term of the Lease. The Purchaser shall grant and shall continue to grant to all of the Transferred Employees under all of its employee benefit plans in which the Transferred Employees are or will be eligible to participate, all service with the Business (whether employed by Tyco Healthcare or its predecessor) credited to them as of the Closing Date in respect of employee benefits for all purposes under such plans. The Purchaser shall credit to each Transferred Employee all accrued vacation time as of the Closing Date; provided, however, that the Seller shall reimburse the Purchaser for the actual value of such accrued vacation time. The Seller agrees to cause each Transferred Employee to become fully vested in his or her account under the Seller's 401(k) plan as of the Closing Date. The Seller agrees to cooperate with the Purchaser to effect the rollover of such accounts to the Purchaser's 401(k) plan, to the extent that Transferred Employees elect to make such rollovers.
Sample 1
Employee Benefits; Crediting of Service. After the Effective Time, Parent shall provide, or cause Acquisition to provide, to all Employees, for their continuing service with Acquisition, the employee benefits which, in the aggregate, are substantially similar to those currently provided by Company and are described on Schedule 8.1.2 (the "Existing Benefits") at least through June 30, 1997. At such time as Parent or Acquisition shall decide to replace in whole the Existing Benefits, the employees of Acquisition at that time shall be eligible to participate in the employee benefit plans of the Parent. Parent shall grant and shall continue to grant, or cause Acquisition to grant, and continue to grant, to all Employees under all of its employee benefit plans in which Employees are or will be eligible to participate, all service with the Company credited to them and to be credited to them in respect of employee benefits for all purposes under such plans and shall cause any pre-existing condition for the Existing Benefits to be waived for employees currently participating in like plans of the Company.
Sample 1
Employee Benefits; Crediting of Service. After the Effective Time, Parent shall provide, or cause Acquisition to provide, to all Employees, for their continuing service with Acquisition, the employee benefits which, are available under the existing employee benefit plans of the Parent. Parent shall grant and shall continue to grant, or cause Acquisition to grant, and continue to grant, to all Employees under all of its employee benefit plans in which Employees are or will be eligible to participate, all service with the Company credited to them and to be credited to them in respect of employee benefits for all purposes under such plans and shall cause any pre-existing condition for the Existing Benefits to be waived for employees currently participating in like plans of the Company.
Sample 1

Related to Employee Benefits; Crediting of Service

  • REGISTERED RETIREMENT SAVINGS PLAN 1. In this Article:

  • Maintaining Eligibility for Employer Contribution The employer's contribution continues as long as the employee remains on the payroll in an insurance eligible position. Employees who complete their regular school year assignment shall receive coverage through August 31.

  • Employee Benefits; ERISA (a) Schedule 3.10(a) of the Disclosure Schedule sets forth a true and complete list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b) With respect to each of the Benefit Plans, Seller has made available to Buyer true and complete copies of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service. (c) Each Benefit Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

  • Continued Employee Benefits If Executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of twelve (12) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COC COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COC COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

  • Multiple Individual Retirement Accounts In the event the depositor maintains more than one Individual Retirement Account (as defined in Section 408(a)) and elects to satisfy his or her minimum distribution requirements described in Article IV above by making a distribution from another individual retirement account in accordance with Item 6 thereof, the depositor shall be deemed to have elected to calculate the amount of his or her minimum distribution under this custodial account in the same manner as under the Individual Retirement Account from which the distribution is made.

  • Compensation Benefits Etc During the Employment Period, the Manager shall be compensated as follows: (a) The Manager shall (i) receive an annual cash base salary, payable not less frequently than semi-monthly, which is not less than the annualized cash base salary payable to Manager as of the Effective Date; (ii) be entitled to at least as favorable annual incentive award opportunity under the Company's annual incentive compensation plan as he did in the calendar year immediately prior to the year in which the Change of Control Event occurs; and (iii) be eligible to participate in all of the Company's long-term incentive compensation plans and programs on terms that are at least as favorable to the Manager as provided to the Manager in the four calendar years prior to the Effective Date. (b) The Manager shall be entitled to receive fringe benefits, employee benefits, and perquisites (including, but not limited to, vacation, medical, disability, dental, and life insurance benefits) which are at least as favorable to those made generally available as of the Effective Date to all of the Company's salaried managers as a group. In addition, the Manager shall be eligible to participate in the Company's Supplemental Retirement Income Program ("SRIP"). (c) Notwithstanding any other provision of this Agreement (whether in this Section 4, in Section 6, or elsewhere), (i) the Board of Directors may authorize an increase in the amount, duration, and nature of and/or the acceleration of any compensation or benefits payable under this Agreement, as well as waive or reduce the requirements for entitlement thereto and (ii) the Company may deduct from amounts otherwise payable to the Manager such amounts as it reasonably believes it is required to withhold for the payment of federal, state, and local taxes.

  • Distributions on Account of Separation from Service If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless and until the Executive incurs a “separation from service” within the meaning of Section 409A.

  • Eligibility for Employer Contribution This section describes eligibility for an Employer Contribution toward the cost of coverage.

  • Retirement Incentive a) If an employee gives the Board an irrevocable notice of retirement by February 1st four (4) years prior to the school year of retirement, the Board shall pay him/her a six percent (6%) retirement incentive, inclusive of all other increases in TRS creditable compensation, for each of his/her remaining four (4) years of service. If an employee gives the Board an irrevocable notice of retirement by February 1st three (3) years prior to the school year of retirement, the Board shall pay him/her a six percent (6%) retirement incentive, inclusive of all other increases in TRS creditable compensation, for each of his/her remaining three (3) years of service. If an employee gives the Board an irrevocable notice of retirement by February 1st two (2) years prior to the school year of retirement, the Board shall pay him/her a six percent (6%) retirement incentive, inclusive of all other increases in TRS creditable compensation, for each of his/her remaining two (2) years of service. If an employee gives the Board an irrevocable notice of retirement by February 1st one (1) year prior to the school year of retirement, the Board shall pay him/her a six percent (6%) retirement incentive, inclusive of all other increases in TRS creditable compensation, for his/her remaining year of service. Once an employee submits an irrevocable notice of retirement by February 1st, that employee shall be removed from the salary schedule contained in Article IX of this Agreement. All calculations for increased TRS creditable earnings will be based on the TRS creditable earnings in the year prior to the submission of the irrevocable notice of retirement. Once the employee submits an irrevocable notice of retirement an employee’s creditable earnings shall be increased by six percent (6%) of the previous year, but in no case will the employee’s TRS creditable earnings increase exceed six percent (6%) of the previous year. If, after submitting an irrevocable notice of retirement by February 1st, the employee resigns from, or is dismissed from duties for which the employee was paid a stipend or additional compensation the previous year, the retirement incentive for that employee will be recalculated accordingly. b) To be eligible, an employee must submit an irrevocable notice of retirement by February 1st which must be accompanied by a Teachers’ Retirement System (TRS) member requested “Personal Statement of Benefits” and a “Benefit Estimate” confirmation of total years of service. An employee with ten (10) years of full-time service with Neoga C.U.S.D. No. 3 is considered to be eligible for the retirement incentive by meeting one of the following conditions at the time of retirement: 1) The employee is sixty (60) years of age and has ten (10) years of creditable TRS service. 2) The employee is at least fifty-five (55) years of age and has thirty- five (35) years of creditable TRS service. c) If, during the term of this Agreement, any legislation and/or TRS rules/regulations are enacted or not reenacted and/or adopted or amended that result in a greater cost to the District than the costs generated by this Agreement, or that change the definition of what is subject to the 6% TRS cap, the parties agree that this Section shall be null and void and upon the demand of any party shall meet to bargain language to succeed this paragraph.

  • Retirement Savings Plan Within fifteen (15) days after the date of Termination of Employment, the Company shall pay to Employee a cash payment in an amount, if any, necessary to compensate Employee for the Employee’s unvested interests under the Company’s retirement savings plan which are forfeited by Employee in connection with the Termination of Employment.

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