Employee Benefits; Indemnification. Executive will be entitled to participate in the equity incentive, and employee benefit plans currently or hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company's group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees (including Executive) at any time.
Employee Benefits; Indemnification. The Executive shall, during his employment under this Agreement, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements (including, without limitation, any plans, programs or arrangements providing for retirement benefits, incentive compensation, profit sharing, bonuses, disability benefits, health, dental and life insurance, or vacation and paid holidays) which shall be established by the Company for, or made available to, its senior executives. The Company will indemnify Executive to the fullest extent permitted by the laws of the State of Delaware and the Certificate of Incorporation and By-Laws of the Company as in effect on the date hereof, and the Company shall procure and maintain insurance policies, to the extent reasonably available, for the benefit of its directors and officers, including the Executive.
Employee Benefits; Indemnification. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company's group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. Upon the Effective Date, Executive shall be offered an indemnification agreement comparable in form and substance to indemnification agreements previously entered into by and between the Company and its executive officers. Vacation. Executive will be entitled to paid vacation of four (4) weeks per year in accordance with the Company's vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, including but not limited to, first-class airfare, hotel accommodations, and transportation expenses incurred by Executive while traveling between the Company's headquarters and Executive's domicile. Such expenses shall be reimbursed in accordance with the Company's expense reimbursement policy as in effect from time to time. Wellness Reimbursement. While Executive is employed hereunder, the Company will reimburse Executive for the reasonable costs incurred in connection with Executive's annual physical examination at the Mayo Clinic; provided, however, that Executive will disclose any material findings made in connection with the annual examination to the Board. Severance.
Employee Benefits; Indemnification. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently or hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company's group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees (including Executive) at any time. Upon the Effective Date, Executive shall be offered an indemnification agreement comparable in form and substance to indemnification agreements previously entered into by and between the Company and its executive officers.
Employee Benefits; Indemnification. With respect to claims made within three years after the Effective Time, from and after the Effective Time, Dow shall be liable for, and shall indemnify the Company and its Subsidiaries for and hold such entities harmless against any obligations arising out of any employee benefit plans (within the meaning of section 3(3) of ERISA) established, maintained or contributed to by Dow or any corporation (other than the Company or any of its Subsidiaries), trade, business, or entity under common control with Dow, within the meaning of Section 414(b), (c), (m) or (o) of the Code or section 4001 of ERISA.
Employee Benefits; Indemnification. Seller hereby agrees to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Losses that are imposed upon or assessed against a Transfer Group Company or the assets thereof (i) arising under Title IV of ERISA and relating to the Cash Balance Plan, the EFS Pension Plan, the San Juan Gas Pension Plan, the Garden State Paper Pension Plan, the Portxxxx General Electric Company Pension Plan or any "employee pension benefit plan" within the meaning of Section 3(2) of ERISA sponsored by the Enron Sellers or their ERISA Affiliates, (ii) due to "PARTICIPATING EMPLOYER" or "PARTICIPATING COMPANY" status in the Enron Corp. Savings Plan, the Enron Corp. Employee Stock Ownership Plan, or the Cash Balance Plan or due to the participation of the Transfer Group Company employees or former employees in such plans (other than claims that, after the Closing Date, any Transfer Group Company failed to make normal and customary contributions required under the express terms of the foregoing plans, other than the Cash Balance Plan); or (iii) relating to any group health or insurance plans sponsored or maintained by the Enron Sellers or any of their ERISA Affiliates other than any Transfer Group Company with respect to any termination of any such plans arising under Section 4980B of the Code; provided, that such Losses are not barred from recovery from any of the Transfer Group Companies under the relevant statute of limitations; and provided, further, except with respect to the Cash Balance Plan (as provided in Section 6.12(c)), that the indemnity set forth in this Section 9.11 shall not affect the obligation of the Transfer Group Companies to make payments pursuant to any Order of the Bankruptcy Court, the Contribution Agreement, the Transition Services Agreement or any other agreement, including without limitation, the agreement set forth in Section 5.6(b) of the Contribution Agreement, between any of the Enron Sellers, on one hand, and the Transfer Group Companies, on the other hand, relating to the allocation of costs of providing employee benefits to the employees of the Transfer Group Companies.
Employee Benefits; Indemnification. Subject to the provisions of this Section 10.9, Seller hereby agrees to indemnify and hold Purchaser Indemnified Parties harmless from and against any and all Losses arising out of any employee benefit plan that are imposed upon or assessed against a Transfer Group Company or the assets thereof (i) relating to any defined benefit pension plan liabilities with respect to the Enron Corporation Cash Balance Plan (or any predecessor thereto) and any other defined benefit pension plans maintained by Seller or any of its ERISA Affiliates other than any Transfer Group Company, arising under Title IV of ERISA due to any Transfer Group Company being considered an ERISA Affiliate of Seller, (ii) relating to the Enron Corp. Savings Plan (including without limitation, any liabilities due to the status of the Company as a participating employer under Enron Corp. Savings Plan or due to the participation by the Company employees or former employees in the Enron Corp. Savings Plan (other than claims that any Transfer Group Company failed to make normal and customary contributions required by the express terms of the Enron Corp. Savings Plan)), (iii) arising out of or in connection with (A) claims by any Person (including without limitation current or former employees and non-employee directors of Portland General Corporation and Portland General Holdings, Inc.) other than a current or former employee or non-employee director of the Company with respect to benefits accrued for service with the Company or a direct creditor of the Company against the assets set aside in the Portland General Electric Company Umbrella Trust for Management and/or the Portland General Electric Company Umbrella Trust for Outside Directors or any predecessor or successor trusts thereto holding assets intended to be available to fund claims incurred by current or former employees and non-employee directors of the Company under any benefit plan, arrangement or agreement maintained by the Company (including without limitation the Portland General Holdings, Inc. Management Deferred Compensation Plan, the Portland General Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, the Portland General Holdings, Inc. Supplemental Executive Retirement Plan, the Portland General Holdings, Inc. Retirement Plan for Directors, the Portland General Electric Company Senior Officers' Life Insurance Benefit Plan and the Portland General Electric Company Outside Directors' Life Insurance Benefit Plan an...
Employee Benefits; Indemnification. 47 Section 6.15
Employee Benefits; Indemnification. 73 Section 10.10 Tax Treatment of Indemnity Payments........................75 Section 10.11 Limitations on Indemnity Payments..........................75
Employee Benefits; Indemnification. (a) During the Term of Employment, Executive shall be entitled to participate in health, insurance (including director & officer insurance), retirement, and other benefits provided generally to senior executives of the Company. Executive shall also be entitled to the same number of holidays and sick days, as well as any other benefits, in each case as are generally allowed to senior executives of the Company in accordance with the Company policy as in effect from time to time. The Company will also cover such reasonable costs associated with Executive’s Company responsibilities (e.g., bar admissions, continuing legal education/membership costs, etc.). Executive will also be entitled to four (4) weeks of vacation annually. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time, and the right to do so is expressly reserved.
