Employee Compensation and Benefit Plans. (i) For the eighteen-month period immediately following the Closing Date, Buyer shall, or shall cause its Affiliates to, provide to each Transferred Employee who is not covered by a U.S. collective bargaining agreement (in respect of his or her service after the Closing) (A) base compensation and incentive compensation opportunities that are no less favorable than the base compensation and incentive compensation opportunities as in effect for each such Transferred Employee as of immediately prior to the Closing Date (it being understood that equity compensation shall not be included in determining the level of compensation to be provided) and (B) as of the Closing Date, welfare and retirement benefits that, in the aggregate, are no less favorable in the aggregate to those in effect for such Transferred Employee immediately before the Closing pursuant to the Benefit Plans which have been provided or made available to the Buyer (it being understood that retiree welfare benefits shall not be included in determining the level of benefits to be provided, and that no specific type of benefit is required to be provided). Subject to “effects bargaining” obligations, the Transferred Employees will be eligible to participate in the benefit and compensation plans, contracts, policies and arrangements of Buyer or its applicable Affiliates (including the benefit and compensation plans, contracts, policies and arrangements of the Transferred Subsidiaries maintained at or after the Closing) (the “Buyer Benefit Plans”) effective as of the Closing. Buyer shall, or shall cause its Affiliates, to provide severance benefits to any Transferred Employee who is laid-off or terminated during the one-year period immediately following the Closing Date in an amount that is equal to the greater of (x) (i) for U.S. Transferred Employees, to the extent no payments have been made thereunder, the severance benefits (including severance payments and continued health coverage) that the employee would have been entitled to pursuant to the terms of the applicable Benefit Plan in place as of the Closing Date and (ii) for non-U.S. Transferred Employees, the statutory severance benefits such employee is entitled to under applicable law and any additional severance benefits such employee is entitled to pursuant to the terms of any applicable Non-U.S. Benefit Plan in place as of the Closing Date and provided or made available to Seller and (y) the severance benefits provided under the severance a...
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. Each of the CIBM employee benefit plans (as defined in Section 3(3) of ERISA) under which CIBM has or may have any obligation ("CIBM ERISA Plans"), and all employment contracts, all other employee compensation arrangements, all severance agreements and all other bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, stock appreciation and other employee benefit plans, funded or unfunded, under which CIBM has or may have any obligation ("CIBM non-ERISA Plans", and, together with CIBM ERISA Plans, the "CIBM Benefit Plans") have been administered, in all material respects, in compliance with its terms and the requirements of applicable law. CIBM does not have and has not had any CIBM Benefit Plans which are subject to Title IV of ERISA. Neither CIBM nor any of its affiliates, its employees, directors or agents, or any fiduciary, has violated Section 406 of ERISA or engaged in any "Prohibited Transaction" (as defined in Section 4975(c) (1) of the Code) with respect to any CIBM ERISA Plan. Each CIBM 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 IRS to the effect that it is so qualified under the Code and its related funding vehicle is tax-exempt, under Section 501 of the code. No matter relating to any CIBM Benefit Plan is pending before any court or governmental agency. Neither CIBM, nor any of its affiliates is, or has ever been, obligated to contribute to a multi-employer plan (as defined in Section 3(37) of ERISA). Except as required pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and Section 4980B of the Code, neither CIBM, nor any other party on behalf of CIBM, has any obligation or commitment to provide health, disability or life insurance or similar welfare benefits to former employees or members of their families. The representations and warranties set forth in this Section 3.14 are subject to the items described in Schedule 3.14.
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.
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. (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)). Each "employee pension benefit plan," as defined in Section 3(2) of ERISA, that was 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. (a) For a period of one year after the Closing, except for any equity incentive plans, the Buyer shall cause the Company and the 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 the 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 the 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. Notwithstanding anything to the contrary contained herein, the Buyer shall cause the Company and the Subsidiaries to pay when due all accrued bonus and other compensation included in the final determination of Closing Working Capital.
(b) 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 benefit 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 the 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 and other similar periods of leave as were accrued and available to the employee under the Company Plans immediately prior to the Closing.
(c) Prior to the Closing, the Company and the Subsidiaries, as applicable, sh...
Employee Compensation and Benefit Plans. (a) Each of the First Ozaukee Benefit Plans has been administered, in all material respects, in compliance with its terms and the requirements of applicable law. First Ozaukee does not maintain any First Ozaukee Benefit Plan nor has it entered into any document, plan or agreement, other than the First Ozaukee Option Plan, the First Ozaukee Capital Corp. Incentive Plan ("First Ozaukee Incentive Plan") and employment agreements with Xxxxxxx X. Xxxxx and Xxxx X. Xxxxxxx, which contains, directly or indirectly, any change in control provisions that would cause an increase or acceleration of benefits or benefit entitlements to officers, directors, employees or former officers, directors or employees of First Ozaukee or their respective beneficiaries, or other event that would cause an increase in liability to First Ozaukee as a result of the transactions contemplated by this Agreement. First Ozaukee does not have and has not had any First Ozaukee Benefit Plans which are subject to Title IV of ERISA. Neither First Ozaukee nor any of its affiliates, its employees, directors or agents, or any fiduciary, has violated Section 406 of ERISA or engaged in any "Prohibited Transaction" (as defined in Section 4975(c)(1) of the Code) with respect to any First Ozaukee ERISA Plan. Each First Ozaukee 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 and its related funding vehicle is tax-exempt, under Section 501 of the Code. No matter is pending relating to any First Ozaukee Benefit Plan before any court or governmental agency. Neither First Ozaukee, nor any of its affiliates is, or has ever been, obligated to contribute to a multiemployer plan (as defined in Section 3(37)
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...
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 "ERISA Affiliate" shall mean with respect to any person, any trade or business (whether or not incorporated) which, (i) together with such person, is under "common control" as described in Section 414(c) of the Internal Revenue Code of 1986, as amended (the "Code") and the Consolidated Omnibus Budget Reconciliation Act and regulations or interpretations thereunder, or (ii) is a member of a "controlled group" as defined in Section 414(b) of the Code, which includes such person.
