Common use of Employee Compensation and Benefit Plans; ERISA Clause in Contracts

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, bonus, incentive, savings, retirement, deferred compensation, or other benefit plan, agreement, program, policy or Contract, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISA, under which (i) any current or former employee, officer or director, contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has any present or future liability.

Appears in 2 contracts

Samples: Merger Agreement (Westlake Chemical Corp), Merger Agreement (Axiall Corp/De/)

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Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means shall mean (except as set forth in the last sentence of Section 2.3(c)) each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, or other benefit plan, agreement, program, policy or Contractarrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISAERISA (“Multiemployer Plan”), under which (i) any current or former employee, officer or officer, director, contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future liability.

Appears in 2 contracts

Samples: Merger Agreement (Berkshire Hathaway Inc), Merger Agreement (LUBRIZOL Corp)

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means shall mean each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, or other material benefit plan, agreement, program, policy or Contractarrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISAMultiemployer Plan, under which (i) any current or former employee, officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future material liability.

Appears in 2 contracts

Samples: Merger Agreement (Alleghany Corp /De), Merger Agreement

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means shall mean each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, or other benefit plan, agreement, program, policy or Contractarrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISAERISA (“Multiemployer Plan”), under which (i) any current or former employee, officer or officer, director, contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future liability.

Appears in 1 contract

Samples: Merger Agreement (Barry R G Corp /Oh/)

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means shall mean each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) ), each equity incentive plan (including each Company Stock Plan), and each other material equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, bonus, incentive, savings, retirement, deferred compensation, or other material benefit plan, agreement, program, policy or Contract, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISA, under which (i) any current or former employee, officer or director, individual contractor or individual consultant of the Company or any of its Subsidiaries (“Company Covered Employees”) has any present or future right to benefits and benefits, which are is entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) with respect to which the Company or any of its Subsidiaries has any present or future liability.

Appears in 1 contract

Samples: Merger Agreement (CALGON CARBON Corp)

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Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means shall mean each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, or other benefit plan, agreement, program, policy or Contractarrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISAMultiemployer Plan, under which (i) any current or former employee, officer or officer, director, contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future liability.

Appears in 1 contract

Samples: Merger Agreement (Precision Castparts Corp)

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Benefit Plan” means each material employee benefit plan (including “employee benefit planplans(within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) ), and each other material equity incentive, compensation, severance, employment, change-in-control, termination, retention, fringe benefit, bonus, incentive, stock option, stock purchase, stock appreciation right, stock-based, savings, retirement, deferred compensation, health and welfare, or other benefit plan, agreement, program, policy or Contract, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan,” as defined in Section 3(37) of ERISA, under which (i) under which any current or former employee, officer or officer, manager, director, contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to compensation or benefits of any kind and (ii) which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) Subsidiaries. Section 3.12 of the Company or any Disclosure Letter sets forth a complete and correct list of its Subsidiaries has any present or future liabilityall Company Plans.

Appears in 1 contract

Samples: Merger Agreement (Horizon Global Corp)

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