Common use of General Employment Matters Clause in Contracts

General Employment Matters. (a) As of the date of this Agreement (the "Effective Date"), all Transferred Employees shall become employed by the Company. Nothing in this Agreement shall give any Transferred Employee any right to continued employment with the Company or GTS beyond the Effective Date. (b) As of the Effective Date, the Transferred Employees will participate in each of the employee benefit plans (including, without limitation, the GTS 401(k) plan, long-term disability plan, group life insurance plan and medical benefit plans) which, immediately prior to the Effective Date, cover the Transferred Employees (collectively, the "GTS Benefit Plans"), it being understood that the GTS Benefit Plans do not include compensation plans, such as any equity participation plans. (c) GTS shall take any steps necessary, including without limitation, the amendment of the GTS Benefit Plans, to ensure that the terms of this Section 2 may be carried out. In the event that, for any reason, the Transferred Employees are not eligible to participate in any GTS Benefit Plan, as of the Effective Date, GTS shall otherwise provide substantially equivalent benefits to those that are unavailable through such GTS Benefit Plan to the Transferred Employees. (d) GTS shall take all necessary action to ensure that the Company will be designated a "successor employer" for purposes of the GTS Benefit Plans, in order that the Transferred Employees will not be deemed to have had a separation of service from GTS or a termination of employment from GTS merely because they are transferred to the Company. (e) As of the Separation Date the Transferred Employees shall cease to participate in the GTS Benefit Plans. Except as otherwise provided in this Agreement, as of the Separation Date the Company shall establish "mirror" plans that will provide the same level of benefits (as in effect immediately prior to the Separation Date) for the Transferred Employees and their eligible dependents and beneficiaries as those provided under the GTS Benefit Plans. (f) Effective as of the Separation Date, Transferred Employees shall no longer participate in the GTS 401(k) Plan, (the "401(k) Plan"). Effective as of the Separation Date, the Company shall establish pursuant to Section 2(e) above a "mirror" defined contribution plan intended to be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and related trusts intended to be exempt from taxation under Section 501(a) of the Code. As soon as practicable following the Separation Date, GTS shall cause to be transferred from the 401(k) Plan to such defined contribution plan and related trust, as the Company shall direct, assets equal to the account balances as of the Effective Date of the Transferred Employees who participate in the 401(k) Plan (with subsequent "true up" adjustment, if necessary). If necessary, GTS shall amend the 401(k) Plan to fully vest accounts of all Transferred Employees as of the Separation Date. (g) In connection with all employee pension benefit plans and employee welfare benefit plans to be established by the Company pursuant to this Agreement, the Company shall credit Transferred Employees for all periods of service with GTS prior to the Effective Date for all purposes, to the same extent that such service was credited under the applicable GTS Benefit Plan. In addition, any welfare plan that the Company establishes hereto shall take account of amounts credited against deductibles for 1999 prior to the Separation Date under the corresponding GTS Benefit Plan, as well as of amounts charged against out-of-pocket or other annual or other (including lifetime) limitations under the corresponding GTS Benefit Plan prior to the Separation Date. The Company will cause the waiver of any waiting periods or pre-existing condition limitations or exclusions that otherwise might apply to Transferred Employees (or their eligible dependents or beneficiaries) under the terms of the "mirror" plans established pursuant to Section 2(e) or Section 2(f), to the extent that such periods, limitations or exclusions would not have applied to the Transferred Employees (and their eligible dependents and beneficiaries) had they continued to participate in the GTS Benefit Plans after the Separation Date. (h) From the Effective Date until the Separation Date, GTS shall provide, or shall cause one or more of its divisions to provide, to the Company the services related to the provision of benefits to the Transferred Employees under the GTS Benefit Plans, including, without limitation, any disclosure, reporting and other administrative requirements.

General Employment Matters. (a) As of June 30, 1999 (or such other date as may be mutually agreed by ANC and Pechiney Plastics occurring after the date of this Agreement hereof and no later than the Separation Date) (the "Effective Transfer Date"), all Transferred Employees shall become employed by Pechiney Plastics. The initial compensation (base salary or wage level) of each Transferred Employee shall be the Companysame as his or her compensation (base salary or wage level) immediately prior to the Transfer Date. Nothing in this Agreement shall give any Transferred Employee any right to continued employment with the Company Pechiney Plastics or GTS ANC beyond the Effective Transfer Date. (b) As of the Effective Transfer Date, the Transferred Employees Pechiney Plastics will participate in each of the employee benefit plans (includingincluding all retirement plans, without limitation, the GTS 401(k) plan, long-term disability plan, group life insurance plan welfare benefit plans and medical benefit deferred compensation plans) which, immediately prior to the Effective Transfer Date, cover the employees of ANC who are Transferred Employees (collectively, the "GTS ANC Benefit Plans"), it being understood that . As a participating employer under the GTS Benefit Plans do not include compensation plans, such as any equity participation plans. (c) GTS shall take any steps necessary, including without limitation, the amendment of the GTS ANC Benefit Plans, Pechiney Plastics shall grant to ensure that the terms ANC ERISA Committee and to the ANC Retirement Board the same powers, rights, duties and responsibilities to act on behalf of this Section 2 may be carried out. In Pechiney Plastics with respect to the event thatANC Benefit Plans as are stated in the July 6, for any reason, the Transferred Employees are not eligible to participate in any GTS Benefit Plan, as 1994 resolution of the Effective DateBoard of Directors of American National Can Company setting forth the powers, GTS shall otherwise provide substantially equivalent benefits rights, duties and responsibilities of the ANC ERISA Committee and the ANC Retirement Board to those that are unavailable through act on behalf of ANC with respect to such GTS Benefit Plan to the Transferred Employees. (d) GTS plans. ANC shall take all necessary action to ensure so that the Company Pechiney Plastics will be designated a "successor employer" for purposes of the GTS ANC Benefit PlansPlans (including, in order without limitation, the American National Can Company Severance Pay Plan For Salaried Employees), so that the Transferred Employees will not be deemed to have had a separation of service from GTS ANC or a termination of employment from GTS ANC merely because they are transferred to the CompanyPechiney Plastics or because Pechiney Plastics and ANC cease to be ERISA Affiliates. (ec) As Pechiney Plastics shall withdraw as a participating employer from each ANC Benefit Plan as of the Separation Date the Transferred Employees shall cease to participate in the GTS Benefit PlansDate. Except as otherwise provided in this Agreement, as of the Separation Date Pechiney Plastics: (i) shall assume sponsorship of, and all liabilities relating to: (A) the American National Can Company Pension Plan for Cleveland Hourly Employees; (B) the American National Can Company Retirement Plan for Bargaining Employees of Illinois; (C) the American National Can Company Pension Plan for Organized Pressroom Employees of American National Can, Mt. Vernxx, Xxio Plant; (D) the American National Can Company Pension Plan for U.P.I.U. Local 271 Employees, Mr. Xxxxxx, Xxio; and (E) the 1987 Performance Plastics Deferred Compensation Plan; and of any other ANC Benefit Plans that ANC and Pechiney Plastics mutually agree should be subject to this clause (i); and (ii) shall establish "mirror" plans that will provide the same level of benefits (as in effect immediately prior to the Separation Date) for the Transferred Employees and their eligible dependents and beneficiaries as those provided under the GTS ANC Benefit PlansPlans other than those described in the foregoing clause (i). (fd) Prior to the Separation Date, ANC and Pechiney Plastics will enter into an agreement to reflect the "mirror offset" arrangements described in Note 12 to the combined financial statements of American National Can Group, Inc. included in its Registration Statement on Form S-1, SEC File No. 333-76699 (the "Registration Statement"). Such agreement will provide, among other things, for an amendment to the American National Can Company Combined Pension Plan and for the establishment by Pechiney Plastics of certain "mirror offset" plans covering the Transferred Employees. (e) Effective as of the Separation Date, Transferred Employees shall no longer participate in the GTS 401(k) American National Can Company Capital Accumulation Plan, the American National Can Company Retirement and Savings Plan for Non-Union Employees, and the American National Can Company Retirement and Savings Plan for Union Employees (collectively, the "401(k) PlanSavings Plans"). Effective as of the Separation Date, the Company Pechiney Plastics shall establish pursuant to Section 2(e8.01(c) above a "mirror" defined contribution plan plans intended to be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and related trusts intended to be exempt from taxation under Section 501(a) of the CodeCode (except to the extent that such "mirror" plans and related trusts have previously been established by ANC and are assumed by Pechiney Plastics in accordance with Section 8.01(c)(i)). As soon as practicable following the Separation Date, GTS ANC shall cause to be transferred from the 401(k) Plan Savings Plans to such defined contribution plan plans and related trusttrusts, as the Company Pechiney Plastics shall direct, assets equal to the account balances as of the Effective Date transfer date of the Transferred Employees who participate in the 401(k) Plan Savings Plans (with subsequent "true up" adjustment, if necessary). If necessary, GTS ANC shall amend the 401(k) Plan Savings Plans to fully vest accounts of all Transferred Employees as of the Separation Date. (g) In connection with all employee pension benefit plans and employee welfare benefit plans to be established by the Company pursuant to this Agreement, the Company shall credit Transferred Employees for all periods of service with GTS prior to the Effective Date for all purposes, to the same extent that such service was credited under the applicable GTS Benefit Plan. In addition, any welfare plan that the Company establishes hereto shall take account of amounts credited against deductibles for 1999 prior to the Separation Date under the corresponding GTS Benefit Plan, as well as of amounts charged against out-of-pocket or other annual or other (including lifetime) limitations under the corresponding GTS Benefit Plan prior to the Separation Date. The Company will cause the waiver of any waiting periods or pre-existing condition limitations or exclusions that otherwise might apply to Transferred Employees (or their eligible dependents or beneficiaries) under the terms of the "mirror" plans established pursuant to Section 2(e) or Section 2(f), to the extent that such periods, limitations or exclusions would not have applied to the Transferred Employees (and their eligible dependents and beneficiaries) had they continued to participate in the GTS Benefit Plans after the Separation Date. (h) From the Effective Date until the Separation Date, GTS shall provide, or shall cause one or more of its divisions to provide, to the Company the services related to the provision of benefits to the Transferred Employees under the GTS Benefit Plans, including, without limitation, any disclosure, reporting and other administrative requirements.

General Employment Matters. (a) As 2.1 Contemporaneously with the contribution of the date of this Agreement Containerboard Business to Newco (the "Effective Closing Date"), TPI shall cause the employment of all Transferred active employees of the Containerboard Business (including those considered active despite being absent on that date for reasons such as short-term illness or vacation) to be transferred to Newco. The Schedule entitled "Schedule 1 to Human Resources Agreement", sets forth a list of certain employees of the Containerboard Business who it is anticipated will be Newco Employees; and beginning with the list, the parties will finalize the personnel to be transferred to Newco prior to the Closing Date. Except as otherwise specifically provided herein or in the Contribution Agreement, Newco shall assume and thereafter pay, perform and discharge any and all employment, compensation and benefit liabilities incurred or accrued after the Closing Date, with respect to all Newco Employees and their dependents. The responsibility for all employment, compensation and benefit liabilities incurred or accrued on or before the Closing Date shall become be as provided in the Contribution Agreement. Notwithstanding anything else herein, Newco shall recognize the vacation accrual of the Newco Employees as of the Closing Date provided the amount of such obligation is accrued in the Final Working Capital Statement. Any employee of the Containerboard Business who is absent from active service on the Closing Date by reason of such employee's entitlement to short-term disability, long-term disability or workers' compensation benefits shall be afforded employment by Newco effective upon his or her availability to return to active service under the terms and conditions of employment applicable to comparably situated employees on the date of his or her return; provided, that, for the period prior to such return to active service, such person shall remain covered under the TPI benefit plans as such person was covered as of the Closing Date and TPI shall remain responsible for all employee benefit obligations accrued or incurred by or payable to such person during such period, and the rights of any such person and his or her dependents with respect to employment, compensation and benefits shall be determined by the terms and conditions of employment applicable immediately prior to the Closing Date (as they may be amended from time to time by Tenneco or TPI) and nothing herein shall be construed to require that such person receive any right greater than that applicable to any comparably situated person who is an active employee of the Containerboard Business on the Closing Date. TPI shall be responsible for all obligations related to or arising from any person who is not employed by Newco as of the CompanyClosing Date, including any person who has retired or terminated employment on or prior to the Closing Date and TPI shall indemnify Newco from and against any and all such obligations. 2.2 The initial compensation (base salary or wage level) of each Newco Employee shall be the same as his/her compensation (base salary or wage level) immediately prior to the Closing Date. Nothing in this Agreement shall give any Transferred Newco Employee any right to continued employment with the Company or GTS Newco beyond the Effective Closing Date. (b) As 2.3 Except as specifically provided herein, Newco shall cause to be provided employee compensation and benefit plans and programs to the Newco Employees by having such persons continue to participate in the TPI and Tenneco plans during the applicable transition period as provided herein. At the Closing Date, or conclusion of the Effective transition period, if applicable, Newco shall adopt such plans which will give effect to the following: (i) effective immediately after the Hourly Plan Transition Date, a defined benefit pension plan covering hourly Newco Employees substantially equivalent to the Transferred Employees will participate in each of the employee defined benefit plans (including, without limitation, covering the GTS 401(k) plan, long-term disability plan, group life insurance plan and medical benefit plans) which, hourly Newco Employees immediately prior to the Effective Hourly Plan Transition Date, cover the Transferred Employees (collectively, the "GTS Benefit Plans"), it being understood that the GTS Benefit Plans do not include compensation plans, such as any equity but counting pre-Hourly Plan Transition Date service and participation plans. (c) GTS shall take any steps necessary, including without limitation, the amendment of the GTS Benefit Plans, to ensure that the terms of this Section 2 may be carried out. In the event that, for any reason, the Transferred Employees are not eligible to participate in any GTS Benefit Plan, as of the Effective Date, GTS shall otherwise provide substantially equivalent benefits to those that are unavailable through such GTS Benefit Plan to the Transferred Employees. (d) GTS shall take all necessary action to ensure that the Company will be designated a "successor employer" for purposes of the GTS Benefit Plans, in order that the Transferred Employees will not be deemed to have had a separation of service from GTS or a termination of employment from GTS merely because they are transferred to the Company. (e) As of the Separation Date the Transferred Employees shall cease to participate in the GTS Benefit Plans. Except as otherwise provided in this Agreement, as of the Separation Date the Company shall establish "mirror" extent counted by Tenneco and TPI plans that will provide the same level of benefits (as in effect immediately prior to the Separation Date) for the Transferred Employees and their eligible dependents and beneficiaries as those provided under the GTS Benefit Plans. (f) Effective as of the Separation Date, Transferred Employees shall no longer participate in the GTS 401(k) Plan, (the "401(k) Plan"). Effective as of the Separation Date, the Company shall establish pursuant to Section 2(e) above a "mirror" defined contribution plan intended to be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and related trusts intended to be exempt from taxation under Section 501(a) of the Code. As soon as practicable following the Separation Date, GTS shall cause to be transferred from the 401(k) Hourly Plan to such defined contribution plan and related trust, as the Company shall direct, assets equal to the account balances as of the Effective Date of the Transferred Employees who participate in the 401(k) Plan (with subsequent "true up" adjustment, if necessary). If necessary, GTS shall amend the 401(k) Plan to fully vest accounts of all Transferred Employees as of the Separation Date. (g) In connection with all employee pension benefit plans and employee welfare benefit plans to be established by the Company pursuant to this Agreement, the Company shall credit Transferred Employees for all periods of service with GTS prior to the Effective Transition Date for all purposes, including without limitation benefit accrual; provided that such Newco Plan may offset benefits by benefits actually provided under Tenneco and TPI plans; (ii) effective immediately after the DC Plan Transition Date, the Newco DC Plan, as defined in section 4.4 hereof, provided, that pre-DC Plan Transition Date service and participation shall be counted for all purposes and provided further that matching contributions shall not be made in Tenneco stock; (iii) immediately after the Salaried Plan Transition Date, a structure substantially equivalent to the same extent that such Tenneco Supplemental Executive Retirement Plan (the "SERP"), including any and all special appendices and other documents providing special benefits for individual Newco Employees (the "Special Benefits"); (iv) structures substantially equivalent to the Tenneco Inc. Executive Incentive Compensation Plan and the Tenneco Inc. Deferred Compensation Plan; (v) severance benefits under which Newco shall provide Newco Employees who are separated from service was credited under within one year of the Closing Date, severance benefits in circumstances, of a type and amount and subject to rules equivalent to those applicable GTS Benefit Plan. In addition, any welfare plan that the Company establishes hereto shall take account to similarly-situated employees of amounts credited against deductibles for 1999 TPI immediately prior to the Separation Date under the corresponding GTS Benefit Plan, as well Closing Date; and (vi) effective as of amounts charged against out-of-pocket or the Closing Date, except as otherwise provided herein, other annual or other welfare plans (including lifetimeretiree medical and life benefits for those employees not covered by Section 6.1(b)) limitations under and compensation and benefits which are substantially equivalent to those covering the corresponding GTS Benefit Plan Newco Employees immediately prior to the Separation Closing Date. The Company will cause Except as specifically provided herein, such Newco Plans shall be continued without material modification or amendment until at least December 31, 1999; provided, that no modification or amendment may be made without the waiver written consent of the affected employee to any waiting periods or pre-existing condition limitations or exclusions that otherwise might apply to Transferred Employees (or their eligible dependents or beneficiaries) Special Benefit under the terms of SERP at any time after the "mirror" Closing Date which could not have been made prior thereto, and, provided further, that at all times such Special Benefits shall be binding upon any successor to Newco. Newco and Newco Plans shall, in addition to the specific requirements stated above, count service and participation to the extent counted by Tenneco, TPI and plans established pursuant to Section 2(e) or Section 2(f)maintained by either for all compensation and benefit purposes, to the extent that such periods, limitations or exclusions would service recognition does not have applied to the Transferred Employees (and their eligible dependents and beneficiaries) had they continued to participate result in the GTS Benefit Plans after the Separation Datea duplication of benefits. (h) From the Effective Date until the Separation Date, GTS shall provide, or shall cause one or more of its divisions to provide, to the Company the services related to the provision of benefits to the Transferred Employees under the GTS Benefit Plans, including, without limitation, any disclosure, reporting and other administrative requirements.

General Employment Matters. (a) As of the date of this Agreement (the "Effective Date"), all Transferred Employees shall become employed by the Company. Nothing in this Agreement shall give any Transferred Employee any right to continued employment with the Company or GTS beyond the Effective Date. (b) As of the Effective Date, the Transferred Employees will participate in each of the employee benefit plans (including, without limitation, the GTS 401(k) plan, long-term disability plan, group life insurance plan including all retirement plans and medical welfare benefit plans) which, immediately prior to the Effective Date, cover the Transferred Employees (collectively, the "GTS Benefit Plans"), it being understood that the GTS Benefit Plans do not include compensation plans, such as any equity participation plans. (c) GTS shall take any steps necessary, including without limitation, the amendment of the GTS Benefit Plans, to ensure that the terms of this Section 2 may be carried out. In the event that, for any reason, the Transferred Employees are not eligible to participate in any GTS Benefit Plan, as of the Effective Date, GTS shall otherwise provide substantially equivalent benefits to those that are unavailable through such GTS Benefit Plan to the Transferred Employees. (d) GTS shall take all necessary action to ensure that the Company will be designated a "successor employer" for purposes of the GTS Benefit Plans, in order that the Transferred Employees will not be deemed to have had a separation of service from GTS or a termination of employment from GTS merely because they are transferred to the Company. (e) As of the Separation Date the Transferred Employees shall cease to participate in the GTS Benefit Plans. Except as otherwise provided in this Agreement, as of the Separation Date the Company shall establish "mirror" plans that will provide the same level of benefits (as in effect immediately prior to the Separation Date) for the Transferred Employees and their eligible dependents and beneficiaries as those provided under the GTS Benefit Plans. (f) Effective as of the Separation Date, Transferred Employees shall no longer participate in the [name of GTS 401(k) Plan], (the "401(k) Plan"). Effective as of the Separation Date, the Company shall establish pursuant to Section 2(e) above a "mirror" defined contribution plan intended to be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and related trusts intended to be exempt from taxation under Section 501(a) of the Code. As soon as practicable following the Separation Date, GTS shall cause to be transferred from the 401(k) Plan to such defined contribution plan and related trust, as the Company shall direct, assets equal to the account balances as of the Effective Date of the Transferred Employees who participate in the 401(k) Plan (with subsequent "true up" adjustment, if necessary). If necessary, GTS shall amend the 401(k) Plan to fully vest accounts of all Transferred Employees as of the Separation Date. (g) In connection with all employee pension benefit plans and employee welfare benefit plans to be established by the Company pursuant to this Agreement, the Company shall credit Transferred Employees for all periods of service with GTS prior to the Effective Date for all purposes, to the same extent that such service was credited under the applicable GTS Benefit Plan. In addition, any welfare plan that the Company establishes hereto shall take account of amounts credited against deductibles for 1999 prior to the Separation Date under the corresponding GTS Benefit Plan, as well as of amounts charged against out-of-pocket or other annual or other (including lifetime) limitations under the corresponding GTS Benefit Plan prior to the Separation Date. The Company will cause the waiver of any waiting periods or pre-existing condition limitations or exclusions that otherwise might apply to Transferred Employees (or their eligible dependents or beneficiaries) under the terms of the "mirror" plans established pursuant to Section 2(e) or Section 2(f), to the extent that such periods, limitations or exclusions would not have applied to the Transferred Employees (and their eligible dependents and beneficiaries) had they continued to participate in the GTS Benefit Plans after the Separation Date. (h) From the Effective Date until the Separation Date, GTS shall provide, or shall cause one or more of its divisions to provide, to the Company the services related to the provision of benefits to the Transferred Employees under the GTS Benefit Plans, including, without limitation, any disclosure, reporting and other administrative requirements.