Employee Benefits Trust Sample Clauses

Employee Benefits Trust. During the term of this Agreement the Guild and the City agree in principle to partner in exploring comparable plans through other vendors that would provide a premium-savings.
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Employee Benefits Trust. Prior to Closing, the Company shall establish ----------------------- a trust, pursuant to an Employee Benefits Trust Agreement substantially in the form attached hereto as Exhibit "C," for the purpose of providing salary continuation and benefits under the Company's insurance plans for the periods provided and in accordance with the terms set forth in Exhibit "C." Prior to Closing, the Company shall fund the Employee Benefits Trust with not more than $1,730,000 to cover the obligations to such employees of the Company under the terms of the Employee Benefits Trust Agreement, the letters describing severance benefits dated March 30, 1999 and April 11, 1999, and each and every employment agreement with an employee of the Company, and such funding shall not cause any adjustment in the Purchase Price. Unutilized funds in the trust shall be the property of the Company as set forth in the Employee Benefits Trust Agreement. Prior to the Closing, no change in the Employee Benefits Trust Agreement from the form attached hereto as Exhibit "C" shall be made without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Any payment made pursuant to the terms of the Employee Benefits Trust shall comply with ERISA regulation '2510.3.2(b).
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Employee Benefits Trust. Each LEOFF 1 employee has the following option to choose from: • Regence Plan A Each LEOFF 2 employee has the following options to choose from: • Regence HealthFirst PPO Plan • Group Health Co-pay Plan 2 ($10 Co-pay) • Regence High Deductible Health Plan (HDHP) with Health Savings Account (HSA) - beginning in January 2014 o For employees choosing the Regence HDHP with HSA the City's contributions will be paid into the employee's account in 24 equal semi-monthly contributions as described below. o Semi-Monthly Contributions into the Health Savings Account:  Employee Only - $83.33 ($2,000 Annually)  Employee + 1 Child - $125.00 ($3,000 Annually)  Employee + 2 Child - $131.25 ($3,150 Annually)  Employee + Spouse - $166.66 ($4,000 Annually)  Employee + Spouse + 1 Child - $208.33 ($5,000 Annually)  Employee + Spouse + 2 Children - $214.58 ($5,150 Annually) The City will identify a financial institution for management of HSA accounts. Reasonable administrative fees imposed by the HSA vendor will be debited to individual accounts. Employee may elect to make additional contributions to the Health Savings Account from their own salary. The combined annual contributions by the City and the employee may not exceed the maximum allowable by the Internal Revenue Service without incurring penalties or loss of the tax advantaged status. During open enrollment or when there is a qualifying event employees may adjust their contribution amounts. The AWC and GHC medical plan benefit design, including plan cost sharing and future plan design changes, are at the discretion of the AWC Board of Trustees. The joint Health and Welfare Committee identified in Section 2 below will no longer control such plan design. If AWC changes the terms of the AWC PPO (HealthFirst) Plan or the Regence High Deductible Health Plan, or Group Health changes its Cooperative Plans, the City can implement those changes on the date the change is effective per AWC or Group Health. The City will provide the IAFF thirty days advance notice of the changes. In the event the changes substantially and materially impact bargaining unit members in an adverse fashion, the Union may bargain the impacts of the change(s), utilizing the statutory framework provided by RCW 41.56. When bargaining impacts and effects, the parties will consider all relevant factors, including but not limited to the impact on employees of the changes and the amount of additional premium paid by the City for insurance for that year. T...
Sample 1
Employee Benefits Trust. (198.1) (185.7) (185.7) (185.7) Cumulative translation adjustments..... (239.8) (80.7) (53.8) (5.1) -------- -------- -------- -------- Total shareholders' equity........... 2,537.4 2,416.1 2,649.8 2,357.2 -------- -------- -------- -------- Total liabilities and shareholders' equity.............................. $8,301.7 $8,733.2 $8,768.1 $8,987.1 ======== ======== ======== ======== INTRODUCTION GENERAL This proxy statement (the "Proxy Statement") and the accompanying proxy card are first being mailed on or about [ ] [ ], 1997 to holders of Common Shares ("Shares"), without par value per share ("Common Stock"), of Xxxxx- Xxxxxxx Xxxxx Inc. (the "Company"). These materials are being furnished in connection with the solicitation by the Company Board of proxies to be voted at the Special Meeting of Shareholders of the Company ("Special Meeting") scheduled to be held on [ ] [ ], 1997 and at any adjournment or postponement thereof. At the Special Meeting, shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 19, 1997 (the "Merger Agreement"), among Xxxxx-Xxxxxxx S.A., a societe anonyme organized under the laws of the Republic of France ("Purchaser"), RP Vehicle, Inc., a Pennsylvania corporation specifically organized for the purpose of effecting the Merger (as defined below) and a direct, wholly owned subsidiary of Purchaser (the "Merger Subsidiary"), and the Company. A conformed copy of the Merger Agreement is included with this Proxy Statement as Annex A. Upon the terms and subject to the conditions of the Merger Agreement, the Merger Subsidiary will be merged with and into the Company (the "Merger"), with the Company as the surviving corporation. As a result of the Merger, the Company will become a direct, wholly owned subsidiary of Purchaser. On March 12, 1990, the Company and Purchaser entered into an Acquisition Agreement (the "Acquisition Agreement") pursuant to which Purchaser acquired approximately 68.68% of the outstanding Shares. Approximately 50.1% of such Shares were acquired in a cash tender offer at a price which represented a premium of approximately 58.4% to the pre-announcement price of the Shares, with the remaining Shares acquired in consideration for the contribution to the Company of Purchaser's human pharmaceutical business and certain other consideration. The Acquisition Agreement prohibited Purchaser from owning more than 68.68% of the issued and outsta...
Sample 1

Related to Employee Benefits Trust

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

  • Employee Benefits Plans Schedule 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller. Except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (i) there has been no non-compliance by the ERISA Plan and any associated trust with the applicable requirements of Code Section 401(a), (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (iii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

  • Employee Benefits Matters promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • Other Employee Benefits In addition to the foregoing, during the Employment Term, the Employee will be entitled to participate in and to receive benefits as a senior executive under all of the Company’s employee benefit plans, programs and arrangements available to senior executives, subject to the eligibility criteria and other terms and conditions thereof, as such plans, programs and arrangements may be duly amended, terminated, approved or adopted by the Board from time to time.

  • Fiduciaries of Employee Benefit Plan This Article does not apply to any Proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that Person’s capacity as such, even though that Person may also be an Agent of the Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below:

  • Employee Benefit Plans Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

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