Employee Compensation and Benefit Plans. Notwithstanding anything to the contrary in the Term Sheet or any Definitive Document, all employee compensation and benefit plans, employment agreements, offer letters, award letters or key employee retention agreements (collectively, the “Employee Arrangements”) shall be deemed assumed under the Plan by the Reorganized Company other than any Employee Arrangement entitling employees to Interests or consideration based on the value of Interests that have not vested into Existing Equity Interests as of the Petition Date. If an Employee Arrangement provides in part for an award or potential award of Interests or consideration based on the value of Interests that have not vested into Existing Equity Interests as of the Petition Date, such Employee Arrangement shall be assumed in all respects other than the provisions of such agreement relating to Interest awards. Notwithstanding the foregoing, if an Employee Arrangement provides in part for a payment, premium, or other award upon the occurrence of a “change of control,” “change in control,” or other similar event, then such compensation or benefit plan shall only be assumed to the extent that the Restructuring, including consummation of the Plan, shall not be treated as a change of control, change in control, or other similar event under such compensation or benefit plan. Board of Directors of the Reorganized Company Upon the Effective Date, the Board of the Reorganized Company will consist of nine (9) members, with six (6) directors nominated by holders of the Mandatorily Convertible Preferred Stock, and three (3) directors nominated by the Company (on behalf of the holders of New Common Stock). After the Effective Date and for a period of two years thereafter (the “Initial Period”), the directors will be appointed or elected as follows: (a) Six (6) members of the Board will be nominated and elected by a majority of the holders of the Mandatorily Convertible Preferred Stock (and, for purposes of such nomination determination, such majority will be deemed to include any shares of Common Stock previously issued upon conversion of the Mandatorily Convertible Preferred Stock and continued to be held by a holder that evidences continuous ownership) (the “Preferred Stock Designees”); (b) three (3) members of the Board will be nominated by the Company Designees and elected by the holders of New Common Stock (the “Company Designees”). After the Initial Period, the holders of the Mandatorily Preferred Stock shall be ...
Employee Compensation and Benefit Plans. (i) It has disclosed in Section 4.3(k) of its Disclosure Letter, and has delivered or made available, to the extent requested, to the other Party prior to the date of this Agreement correct and complete copies of, all of its Compensation and Benefit Plans, other than Compensation and Benefit Plans maintained outside of the United States primarily for the benefit of its employees working outside of the United States. Neither it nor any of its Subsidiaries has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)). Each “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that was, within six years preceding the date of this Agreement, ever maintained by it or any of its Subsidiaries and that was intended to qualify under Section 401(a) of the Internal Revenue Code, is disclosed as such in Section 4.3(k) of its Disclosure Letter.
Employee Compensation and Benefit Plans. SECTION 3.01(l) OF THE COMPANY DISCLOSURE SCHEDULE lists all compensation or benefits plans, programs or arrangements (including, but not limited to, those subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), employment agreements, cash or equity-based bonus or incentive arrangements, severance arrangements and vacation policies) sponsored, maintained or contributed to by the Company or any Subsidiary of the Company or to which the Company or any Subsidiary of the Company is a party (the "BENEFIT PLANS"), documentation for which has been delivered or made available to Parent. Each Benefit Plan has been maintained and operated in material compliance with its terms and all applicable laws, and each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times so qualified or, to the extent the law has changed, the plan is still within the remedial amendment period in which amendments may be adopted. No Benefit Plan (i) is a "defined benefit plan" within the meaning of Section 3(35) of ERISA, or (ii) provides or provided post-retirement health or death benefit coverage (other than as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code), and no such plan was terminated at any time during the six year period prior to the date hereof. The Company is not now, and at no time has been, a member of a "controlled group" within the meaning of Section 412(n)(6)(B) of the Code with any entity other than a Subsidiary of the Company, and there are no circumstances pursuant to which the Company or any Subsidiary of the Company could have been liable (either directly, secondarily, jointly or contingently) under Title IV of ERISA or Sections 4971 through 4980E of the Code or under Section 502(i) or (l)
Employee Compensation and Benefit Plans. To the best of Adirondack's knowledge, each of the Adirondack Benefit Plans has been administered, in all material respects, in compliance with its terms and the requirements of applicable law. Neither Adirondack nor any of its affiliates, its employees, directors or agents, or any fiduciary, has engaged in any "Prohibited Transaction" (as defined in Section 406 of ERISA or 4975(c)(1) of the Code) that is not exempt under Section 4975(c)(l) or (d) of the Code or Section 407 or 408 of ERISA with respect to any Adirondack ERISA Plan. Except as disclosed on Schedule 2.18, each Adirondack ERISA Plan that is intended to be qualified under Section 401(a) and related provisions of the Code is the subject of a favorable determination letter from the Internal Revenue Service to the effect that it is so qualified under the Code. No matter is pending relating to any Adirondack Benefit Plan before any court or governmental agency. Except as set forth in Schedule 2.18, neither Adirondack, nor any of its affiliates is, or has ever been, obligated to contribute to a multiemployer plan (as defined in Section 3(37) of ERISA). Except as required pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, Section 4980B of the Code and Section 601 of ERISA or as reflected on Schedule 2.18 delivered pursuant hereto, neither Adirondack, nor any other party on behalf of Adirondack, has any obligation or commitment to provide health, disability, or life insurance or similar welfare benefits to former employees or members of their families.
Employee Compensation and Benefit Plans. Obligations of ------------------------------------------------------- Management. The Company is not a party to or bound by any currently effective ---------- employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company without any obligation on the part of the Company to make any payment in connection therewith or to accelerate the vesting of any rights or securities. 3.20
Employee Compensation and Benefit Plans. (i) It has disclosed in Section 4.3(k) of its Disclosure Letter, and has delivered or made available to the other Party prior to the date of this Agreement correct and complete copies of, all of its Compensation and Benefit Plans. Neither it nor any of its Subsidiaries has an "obligation to contribute" (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a "multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)).
Employee Compensation and Benefit Plans. For a period of one year after the Closing, except for any equity incentive plans, the Buyer shall cause the Company and its Subsidiaries to maintain employee benefit and compensation plans, programs, policies and arrangements (collectively, the “Buyer’s Plans”) which, in the aggregate, will provide compensation and benefits to the employees of the Company and its Subsidiaries substantially similar in all material respects, in the aggregate, to those provided pursuant to the plans, programs, policies and arrangements of the Company and its Subsidiaries in effect on the date of this Agreement (collectively, the “Company Plans”); provided, that nothing herein shall interfere with the Company’s or any Subsidiary’s right or obligation to make such changes to such plans, programs, policies or arrangements as are necessary to conform with applicable Legal Requirements. To the maximum extent permitted by law, for the purposes of any of the Buyer’s Plans for which eligibility or vesting of benefits depends on length of service, and for any vacation or paid time off program for which the amount or level of benefits depends on length of service, the Buyer shall give (or cause to be given) to each employee full credit for past service with the Company and/or its Subsidiaries as of and through the Closing Date under the Company Plans (“Prior Service”). In addition, and without limiting the generality of the foregoing, each employee (a) shall be given credit for Prior Service for purposes of eligibility to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations, (b) shall be given credit for amounts paid under a corresponding Company Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Buyer’s Plans, and (c) shall be eligible to receive under the Buyer’s Plans such periods of vacation leave, sick leave, personal days, holidays and other similar periods of leave as were accrued and available to the employee under the Company Plans immediately prior to the Closing.
Employee Compensation and Benefit Plans. (a) Except for the Employment Agreements and the Knowledgeweb Stock Option Agreement, the Company is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement. Except as set forth on Schedule 4.19, the Company does not maintain any "employee benefit plan" (as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA")). The Purchaser has been provided with copies of such plans, if any, and any agreements arising therefrom to which the Company currently is a party.
Employee Compensation and Benefit Plans. (a) Schedule 2.14, Schedule of Significant Contracts, referred to in Section 2.14, sets forth a complete and accurate list of all Benefit Plans, including ERISA and Non-ERISA Plans, which FARMERS or any ERISA Affiliate of FARMERS maintains or to which FARMERS or any ERISA Affiliate contributes or has contributed, or to which FARMERS or any ERISA Affiliate of FARMERS is a party or by which it is otherwise bound. The term "
Employee Compensation and Benefit Plans. To the best of First Financial's knowledge, each of the First Financial Benefit Plans has been administered, in all material respects, in compliance with its terms and the requirements of applicable law. First Financial does not maintain any First Financial Benefit Plan nor has it entered into any document, plan or agreement, other than the First Financial Option Plans, the Recognition and Retention Plans (as defined in Section 4.18(d)), an employment agreement with Stevxx X. Xxxx, xxvexxxxx xxxeements with Stevxx X. Xxxx, Xxitx X. Xxxx, Xxbexx X. Xxxxxxxx xxx Donaxx X. Xxxxxx, xxd supplemental executive agreements with Messrs. Derr xxx Hill relating to "gross up" for any excess parachute amounts under Section 280G of the Code, which contains, directly or indirectly, any change in control provisions that would cause an increase or acceleration of benefits or benefit entitlements to employees or former employees of First Financial or their respective beneficiaries, or other event that would cause an increase in liability to First Financial as a result of the transactions contemplated by this Agreement. First Financial does not have and has not had any First Financial Benefit Plans which are subject to Title IV of ERISA. Neither First Financial nor any of its affiliates, its employees, directors or agents, or any fiduciary, has engaged in any "Prohibited Transaction" (as defined in Section 406 of ERISA or 4975(c)(1) of the Code) that is not exempt under Section 4975(c)(l) or (d) of the Code or Section 407 or 408 of ERISA with respect to any First Financial ERISA Plan. Each First Financial ERISA Plan that is intended to be qualified under Section 401 and related provisions of the Code is the subject of a determination letter from the Internal Revenue Service to the effect that it is so qualified under the Code. No matter is pending relating to any First Financial Benefit Plan before any court or governmental agency. Neither First Financial, nor any of its affiliates is, or has ever been, obligated to contribute to a multiemployer plan (as defined in Section 3(37) of ERISA). Except as required pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, Section 4980B of the Code and Section 601 of ERISA or as reflected on Schedule 2.18 delivered pursuant hereto, neither First Financial, nor any other party on behalf of First Financial, has any obligation or commitment to provide health, disability, or life insurance or similar welfare benefits to fo...
