Common use of Employment Treatment Clause in Contracts

Employment Treatment. (a) Continuous employment with the TimkenSteel Group and the Bearings Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel Equity Compensation Awards and the Bearings Equity Compensation Awards. However, in the event that a TimkenSteel Employee terminates employment after the Distribution Date and becomes employed by the Bearings Group, for purposes of Article X, the TimkenSteel Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Bearings Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel Group, for purposes of Article X, the Bearings Employee will be deemed terminated and the terms and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Timken or TimkenSteel will be treated in a similar manner to that described in this Section 10.4(a). (b) If, after the Distribution Date, Timken or TimkenSteel identifies an administrative error in the individuals identified as holding Bearings Equity Compensation Awards and TimkenSteel Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken and TimkenSteel will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken and TimkenSteel in the position in which they would have been had the error not occurred.

Appears in 4 contracts

Samples: Employee Matters Agreement, Employee Matters Agreement (TimkenSteel Corp), Employee Matters Agreement (TimkenSteel Corp)

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Employment Treatment. (a) Continuous employment with the TimkenSteel Fortrea Group and the Bearings Labcorp Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel Fortrea Equity Compensation Awards and the Bearings Adjusted Labcorp Equity Compensation Awards. However, in the event that a TimkenSteel Fortrea Employee terminates employment after the Distribution Date and becomes employed by the Bearings Labcorp Group, for purposes of Article X, the TimkenSteel Fortrea Employee will be deemed terminated and the terms and conditions of the applicable performance equity incentive plan and equity award agreements under which grants were made will apply. Similarly, in the event that a Bearings Labcorp Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel Fortrea Group, for purposes of Article X, the Bearings Labcorp Employee will be deemed terminated and the terms and conditions of the performance equity incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. , provided such treatment does not result in adverse Tax consequences under Code Section 409A. In addition, a non-employee member of the board of directors of Timken or TimkenSteel Labcorp Directors will be treated in a similar manner to that described in this Section 10.4(a10.05(a), as applicable. (b) If, after the Distribution Date, Timken Labcorp or TimkenSteel Fortrea identifies an administrative error in the individuals identified as holding Bearings Adjusted Labcorp Equity Compensation Awards and TimkenSteel or Fortrea Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken Labcorp and TimkenSteel Fortrea will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken and TimkenSteel Labcorp or Fortrea in the position in which they would have been had the error not occurred.

Appears in 4 contracts

Samples: Employee Matters Agreement (Laboratory Corp of America Holdings), Employee Matters Agreement (Fortrea Holdings Inc.), Employee Matters Agreement (Fortrea Holdings Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel SpinCo Group and the Bearings RemainCo Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel SpinCo Equity Compensation Awards and the Bearings RemainCo Equity Compensation Awards. However, in the event that a TimkenSteel SpinCo Employee terminates employment after the Distribution Date and becomes employed by the Bearings RemainCo Group, for purposes of Article XIII, the TimkenSteel SpinCo Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Bearings RemainCo Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel SpinCo Group, for purposes of Article XIII, the Bearings RemainCo Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board Board of directors Directors of Timken RemainCo or TimkenSteel SpinCo will be treated in a similar manner to that described in this Section 10.4(a)3.10. (b) If, after the Distribution Date, Timken RemainCo or TimkenSteel SpinCo identifies an administrative error in the individuals identified as holding Bearings RemainCo Equity Compensation Awards and TimkenSteel SpinCo Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken RemainCo and TimkenSteel SpinCo will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken RemainCo and TimkenSteel SpinCo in the position in which they would have been had the error not occurred.

Appears in 3 contracts

Samples: Employee Matters Agreement (Babcock & Wilcox Enterprises, Inc.), Employee Matters Agreement (Babcock & Wilcox Co), Employee Matters Agreement (Babcock & Wilcox Enterprises, Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel Manitowoc Foodservice Group and the Bearings Cranes Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel Manitowoc Foodservice Equity Compensation Awards and the Bearings Cranes Equity Compensation Awards. However, in the event that a TimkenSteel Manitowoc Foodservice Group Employee terminates employment after the Distribution Date and becomes employed by the Bearings Cranes Group, for purposes of Article X9, the TimkenSteel Manitowoc Foodservice Group Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Bearings Cranes Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel Manitowoc Foodservice Group, for purposes of Article X9, the Bearings Cranes Employee will be deemed terminated and the terms and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X 9 only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Timken Manitowoc ParentCo or TimkenSteel Manitowoc Foodservice will be treated in a similar manner to that described in this Section 10.4(a9.4(a). (b) If, after the Distribution Date, Timken Manitowoc ParentCo or TimkenSteel Manitowoc Foodservice identifies (i) an administrative error in the individuals identified as holding Bearings Cranes Equity Compensation Awards and TimkenSteel Manitowoc Foodservice Equity Compensation Awards, the amount of such awards so held, held or the vesting level of such awards, ; or (ii) any other similar error, Timken then Manitowoc ParentCo and TimkenSteel Manitowoc Foodservice will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken Manitowoc ParentCo and TimkenSteel Manitowoc Foodservice in the position in which they would have been had the error not occurred.

Appears in 2 contracts

Samples: Employee Matters Agreement (Manitowoc Co Inc), Employee Matters Agreement (Manitowoc Foodservice, Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel LW Group and the Bearings ConAgra Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel LW Equity Compensation Awards and the Bearings Adjusted ConAgra Equity Compensation Awards. However, in the event that a TimkenSteel LW Employee terminates employment after the Distribution Date and becomes employed by the Bearings ConAgra Group, for purposes of Article X, the TimkenSteel LW Employee will be deemed terminated and the terms and conditions of the applicable performance equity incentive plan under which grants were made will apply. Similarly, in the event that a Bearings ConAgra Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel LW Group, for purposes of Article X, the Bearings ConAgra Employee will be deemed terminated and the terms and conditions of the performance equity incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Timken or TimkenSteel ConAgra Directors and LW Directors will be treated in a similar manner to that described in this Section 10.4(a). (b) If, after the Distribution Date, Timken ConAgra or TimkenSteel SpinCo identifies an administrative error in the individuals identified as holding Bearings Adjusted ConAgra Equity Compensation Awards and TimkenSteel or LW Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken and TimkenSteel ConAgra or SpinCo will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken and TimkenSteel ConAgra or SpinCo in the position in which they would have been had the error not occurred.

Appears in 2 contracts

Samples: Employee Matters Agreement (Lamb Weston Holdings, Inc.), Employee Matters Agreement (Lamb Weston Holdings, Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel SpinCo Group and the Bearings RemainCo Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel SpinCo Equity Compensation Awards and the Bearings RemainCo Equity Compensation Awards. However, in the event that a TimkenSteel SpinCo Employee terminates employment after the Distribution Date and becomes employed by the Bearings RemainCo Group, for purposes of Article XIII, the TimkenSteel SpinCo Employee will be deemed terminated and the terms and conditions of the applicable performance incentive equity plan under which grants were made will apply. Similarly, in the event that a Bearings RemainCo Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel SpinCo Group, for purposes of Article XIII, the Bearings RemainCo Employee will be deemed terminated and the terms and conditions of the performance incentive applicable equity plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board Board of directors Directors of Timken RemainCo or TimkenSteel SpinCo will be treated in a similar manner to that described in this Section 10.4(a)3.8. (b) If, after the Distribution Date, Timken RemainCo or TimkenSteel SpinCo identifies an administrative error in the individuals identified as holding Bearings RemainCo Equity Compensation Awards and TimkenSteel SpinCo Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken RemainCo and TimkenSteel SpinCo will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken RemainCo and TimkenSteel SpinCo in the position in which they would have been had the error not occurred.

Appears in 2 contracts

Samples: Employee Matters Agreement (Aaron's Company, Inc.), Employee Matters Agreement (Aaron's SpinCo, Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel Group and the Bearings Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel Equity Compensation Awards and the Bearings Equity Compensation Awards. However, in the event that a TimkenSteel Employee terminates employment after the Distribution Date and becomes Exhibit 10.2 employed by the Bearings Group, for purposes of Article X, the TimkenSteel Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Bearings Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel Group, for purposes of Article X, the Bearings Employee will be deemed terminated and the terms and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Timken or TimkenSteel will be treated in a similar manner to that described in this Section 10.4(a). (b) If, after the Distribution Date, Timken or TimkenSteel identifies an administrative error in the individuals identified as holding Bearings Equity Compensation Awards and TimkenSteel Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken and TimkenSteel will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken and TimkenSteel in the position in which they would have been had the error not occurred.

Appears in 1 contract

Samples: Employee Matters Agreement (Timken Co)

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Employment Treatment. (a) Continuous employment with the TimkenSteel LW Group and the Bearings ConAgra Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel LW Equity Compensation Awards and the Bearings Adjusted ConAgra Equity Compensation Awards. However, in the event that a TimkenSteel LW Employee terminates employment after the Distribution Date and becomes employed by the Bearings ConAgra Group, for purposes of Article X, the TimkenSteel LW Employee will be deemed terminated and the terms and conditions of the applicable performance equity incentive plan under which grants were made will apply. Similarly, in the event that a Bearings ConAgra Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel LW Group, for purposes of Article X, the Bearings ConAgra Employee will be deemed terminated and the terms and conditions of the performance equity incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. , provided such treatment does not result in adverse Tax consequences under Code Section 409A. In addition, a non-employee member of the board of directors of Timken or TimkenSteel ConAgra Directors and LW Directors will be treated in a similar manner to that described in this Section 10.4(a). (b) If, after the Distribution Date, Timken ConAgra or TimkenSteel SpinCo identifies an administrative error in the individuals identified as holding Bearings Adjusted ConAgra Equity Compensation Awards and TimkenSteel or LW Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken and TimkenSteel ConAgra or SpinCo will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken and TimkenSteel ConAgra or SpinCo in the position in which they would have been had the error not occurred.

Appears in 1 contract

Samples: Employee Matters Agreement (Lamb Weston Holdings, Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel Manitowoc Foodservice Group and the Bearings Cranes Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel Manitowoc Foodservice Equity Compensation Awards and the Bearings Cranes Equity Compensation Awards. However, in the event that a TimkenSteel Manitowoc Foodservice Group Employee terminates employment after the Distribution Date and becomes employed by the Bearings Cranes Group, for purposes of Article X9, the TimkenSteel Manitowoc Foodservice Group Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Bearings Cranes Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel Manitowoc Foodservice Group, for purposes of Article X9, the Bearings Cranes Employee will be deemed terminated and the terms and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X 9 only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Timken Manitowoc ParentCo or TimkenSteel Manitowoc Foodservice will be treated in a similar manner to that described in this Section 10.4(a9.4(a). (b) If, after the Distribution Date, Timken Manitowoc ParentCo or TimkenSteel Manitowoc Foodservice identifies an administrative error in in: the individuals identified as holding Bearings Cranes Equity Compensation Awards and TimkenSteel Manitowoc Foodservice Equity Compensation Awards, ; the amount of such awards so held, ; the vesting level of such awards, ; or any other similar error, Timken ; then Manitowoc ParentCo and TimkenSteel Manitowoc Foodservice will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken Manitowoc ParentCo and TimkenSteel Manitowoc Foodservice in the position in which they would have been had the error not occurred.

Appears in 1 contract

Samples: Employee Matters Agreement (Manitowoc Foodservice, Inc.)

Employment Treatment. (a) Continuous employment with the TimkenSteel GroceryCo Group and the Bearings SnackCo Group following the Distribution Date will shall be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel GroceryCo Equity Compensation Awards and the Bearings SnackCo Equity Compensation Awards. However, in the event that a TimkenSteel GroceryCo Employee terminates employment after the Distribution Date and becomes employed by the Bearings SnackCo Group, for purposes of Article XVIII, the TimkenSteel GroceryCo Employee will shall be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will shall apply. Similarly, in the event that a Bearings SnackCo Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel GroceryCo Group, for purposes of Article XVIII, the Bearings SnackCo Employee will shall be deemed terminated and the terms and conditions of the performance incentive plan under which grants were made will shall apply. Notwithstanding the foregoing, for purposes of this Article X VIII only, if an individual is a Delayed Transfer Employeeis, by mutual agreement between the parties, scheduled to transfer employment shortly after the Distribution Date between the GroceryCo Group and the SnackCo Group, such individual will not shall be considered treated as employed as of the Distribution Date and thereafter by the entity to have terminated on his which he or her Applicable Transfer Dateshe is scheduled to transfer. In addition, a non-employee member of the board of directors of Timken SnackCo or TimkenSteel will GroceryCo shall be treated in a similar manner to that described in this Section 10.4(a8.3(a). (b) If, after the Distribution Date, Timken SnackCo or TimkenSteel GroceryCo identifies an administrative error in the individuals identified as holding Bearings SnackCo Equity Compensation Awards and TimkenSteel GroceryCo Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken SnackCo and TimkenSteel will GroceryCo shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably reasonable practicable, the individual and Timken SnackCo and TimkenSteel GroceryCo in the position in which they would have been had the error not occurred.

Appears in 1 contract

Samples: Employee Matters Agreement

Employment Treatment. (a) Continuous employment with the TimkenSteel Delphi Technologies Group and the Bearings Aptiv Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the TimkenSteel Delphi Technologies Equity Compensation Awards and the Bearings Aptiv Equity Compensation Awards. However, in the event that a TimkenSteel Delphi Technologies Employee terminates employment after the Distribution Date and becomes employed by the Bearings Aptiv Group, for purposes of Article XIX, the TimkenSteel Delphi Technologies Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Bearings an Aptiv Employee terminates employment after the Distribution Date and becomes employed by the TimkenSteel Delphi Technologies Group, for purposes of Article XIX, the Bearings Aptiv Employee will be deemed terminated and the terms and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X IX only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Timken Aptiv or TimkenSteel Delphi Technologies will be treated in a similar manner to that described in this Section 10.4(a9.4(a). (b) If, after the Distribution Date, Timken Aptiv or TimkenSteel Delphi Technologies identifies an administrative error in the individuals identified as holding Bearings Aptiv Equity Compensation Awards and TimkenSteel Delphi Technologies Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Timken Aptiv and TimkenSteel Delphi Technologies will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Timken Aptiv and TimkenSteel Delphi Technologies in the position in which they would have been had the error not occurred.

Appears in 1 contract

Samples: Employee Matters Agreement (Delphi Technologies PLC)

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