EMPLOYEES, PENSION AND OTHER BENEFIT PLANS Sample Clauses

EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. (a) Schedule 4.9(a) lists all the Employees who, as of October 1, 1999, were employed by G-P with respect to the G-P Business, together with their respective positions, years of employment, and rates of remuneration, as of August 20, 1999. (b) Except as disclosed on Schedule 4.9(b), G-P is not a party to nor does it sponsor, maintain, or contribute to any Employee Plans that provide benefits to Employees or Retired Employees of the G-P Business. (c) G-P has delivered to CSK true, complete and up-to-date copies of all documents embodying the G-P Plans including, without limitation, all amendments thereto, all funding agreements thereunder (including, but not limited to, trust agreements), all summaries of such G-P Plans provided to any of their Employees, directors, officers, shareholders or their dependents with respect to the G-P Business, as well as the most recent valuation for each defined contribution retirement plan maintained by G-P and the most recent actuarial valuation for each of the G-P Plans for which such valuations are required. G-P has delivered to CSK a complete written description of all unwritten G-P Plans, and will deliver such other documentation with respect to any G-P Plan as is reasonably requested by CSK. (d) Except as disclosed on Schedule 4.6(a) or Schedule 4.9(d) or as set forth in the Human Resources Agreement, the transactions contemplated by this Agreement will not result in any additional payments to, or increase the vested interest of, any Employee, Retired Employee, director, officer, shareholder, or their dependents under any G-P Plan; and the transactions contemplated by this Agreement will not result in any payment to any Employee or Retired Employee, director, officer, or shareholder of G-P which will be subject to Section 280G of the Code. (e) Each G-P Plan has been established, maintained and administered in substantial compliance with its terms and all related documents or agreements and in substantial compliance with applicable provisions of ERISA, the Code, and other applicable Laws. (f) Except as disclosed on Schedule 4.9(f), all required employer contributions, premium payments and employee contributions under the G-P Plans have been made and remitted to the funding agents or accrued or booked thereunder within the time prescribed by any such G-P Plan and the Laws. All insurance premiums required with respect to any G-P Plan, including any premiums payable to the Pension Benefit Guarantee Corporation, have been ...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. (a) At the Closing Date, no CSC Company will employ any employee in any capacity, nor will any CSC Company have any "Employment-Related Obligations" (as hereinafter defined) of any nature whatsoever to any former employee or other person or entity, regardless of whether such obligations may have occurred or arisen before, on or after the Closing Date or were originally obligations of Seller. For purposes of this Agreement, "Employment-Related Obligations" includes, without limitation, any obligation now or any time in the future to pay compensation, benefits, damages, Taxes, or any other monetary payment to or on behalf of any person or entity arising out of or related in any way to the employment of any person; any obligation to employ, reemploy, promote or otherwise provide employment to any person; and any other obligation under any federal, state or local statute, ordinance, regulation or common law of or relating to workers' compensation (regardless when the injury occurred), employee benefits, employment discrimination, occupational safety and health, labor/management relations, wages and hours of employment, payment of wages, plant closings and mass layoffs, wrongful discharge, or any other labor, employment or employee benefits matter. (b) Except as disclosed on Schedule 3.17(b), no CSC Company is a party to or bound by any collective bargaining agreement or any other agreement with, or commitment to, any union of employees or former employees or any contract of employment, written or oral, with any person. (c) At the Closing Date, no CSC Company will be a party to, nor will it sponsor, maintain, or contribute to any "Employee Plans". For purposes of this Agreement, the term "Employee Plans" means all "employee welfare benefit plans" and "employee pension benefit plans" as respectively defined in sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974,
Sample 1
EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. Schedule 3.20(a) lists (i) all the employees who, as of June 15, 1998, were employed by any of the CeCorr Companies whether or not as salaried or hourly employees and whether or not on short-term or long-term disability, accident or sickness, maternity, lay-off or other authorized leave of absence ("Employees") together with their respective positions, years of employment, and rates of remuneration, as at June 15, 1998; (ii) all the Employees who, as of June 15, 1998, are absent from work because of disability or are otherwise incapable of working in their regular duties or who have claimed that they are so disabled or incapable of working as at such date ("Employees on Medical Leave") who are receiving benefits under applicable federal, state or local codes, laws, statutes, regulations, decrees, and orders in force (the "Laws") or the "CeCorr Plans" (as defined in Section 3.20(c)), together with their respective entitlement under the CeCorr Plans, as at June 15, 1998; and (iii) all former Employees who have rights under the CeCorr Plans as at June 15, 1998 ("Retired Employees"). All Employees who are Employees on Medical Leave and all Retired Employees are included (without limitation) and specifically so designated on Schedule 3.20(a). (b) Except as disclosed on Schedule 3.20(b), no CeCorr Company is a party to or bound by any collective bargaining agreement or any other agreement with, or commitment to, any union of employees or any contract of employment, written or oral, with any of its Employees.
Sample 1
EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. SECTION 7.1 Employment of Employees of the Business ................. 31 SECTION 7.2 Maintenance of Benefits; Service Credit ................. 32 *** Material has been omitted pursuant to a request for confidential treatment. Such omitted material has been filed with the Securities and Exchange Commission separaterly. Page
Sample 1
EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. 31 7.1. Employment of Employees of the Business 31 7.2. Maintenance of Base Salaries and Benefits; Service Credit 31 7.3. Severance Benefits; Continuation of Severance Program 32 7.4. Retirement Plans 32 7.5. Crompton Corporation Employee Savings Plan 32 7.6. Welfare Benefits 33 7.7. Executive Compensation 34 7.8. Worker Adjustment and Retraining Notification Act 34 7.9. Vacation and Sick Pay 35 7.10. No Third Party Beneficiaries 35 ARTICLE 8
Sample 1
EMPLOYEES, PENSION AND OTHER BENEFIT PLANS 
Sample 1Sample 2

Related to EMPLOYEES, PENSION AND OTHER BENEFIT PLANS

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

  • Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

  • Executive Perquisites, Benefits and Other Compensation Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Executive and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, benefits provided to Executive under this clause (i) to be at least equal to such benefits provided to Metals executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy. (iii) The Company shall provide Executive with other executive perquisites as may be available to or deemed appropriate for Executive by the Board and participation in all other Company-wide employee benefits as are available from time to time.

  • Expense Reimbursement and Other Benefits (a) During the term of Executive’s employment hereunder, pursuant to Applica’s Travel and Expense Policy and upon the submission of proper substantiation by the Executive, including copies of all relevant invoices, receipts or other evidence reasonably requested by Applica, Applica shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of Applica or any Affiliates. (b) Executive shall participate in Applica’s Group Health and Hospitalization Plan, Group Life Insurance Plan, Group Disability Insurance Plan and all other insurances, or insurance plans (collectively, the “Welfare Benefits”), and executive benefits and bonuses covering Applica’s executive officers as are now or may in the future be in effect, subject to applicable eligibility requirements. Additionally, Applica shall provide the Executive with life insurance in an amount equal to five times his Base Salary. During the Term, Applica shall pay for (i) the Executive’s annual dues in a country club and (ii) tax preparation and financial planning for the Executive on an annual basis up to a maximum of 1% of his base salary. (c) During the Term, Applica shall provide Executive with a monthly automobile allowance of $975. (d) During the Term, the Executive will be entitled to four weeks’ paid vacation for each year. The Executive will also be entitled to the paid holidays and other paid leave set forth in Applica’s policies. Vacation days and holidays during any fiscal year that are not used by the Executive during such Fiscal Year may not be carried over and used in any subsequent Fiscal Year.

  • Insurance and Other Benefits During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.

  • Participation in Retirement, Medical and Other Plans The Executive shall participate in any plan that the Company maintains for the benefit of its employees if the plan relates to (i) pension, profit-sharing, or other retirement benefits, (ii) medical insurance or the reimbursement of medical or dependent care expenses, or (iii) other group benefits, including disability and life insurance plans.

  • Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

  • Payment of Employment Taxes and Other Expenses Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by Contractor for City, upon notification of such fact by City, Contractor shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Contractor under this Agreement (again, offsetting any amounts already paid by Contractor which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, Contractor shall not be considered an employee of City. Notwithstanding the foregoing, Contractor agrees to indemnify and save harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all claims, losses, costs, damages, and expenses, including attorneys’ fees, arising from this section.

  • Labor and Other Employment Matters (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary. (c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.

  • No Impact on Other Benefits The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!