Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution Date, Kontoor Brands shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Equity Plan”). Prior to the Distribution Date, Table of Contents each of VF and Kontoor Brands shall take any actions necessary to give effect to the transactions contemplated by this Article 8, including, in the case of Kontoor Brands, the reservation, issuance and listing of shares of Kontoor Brands Common Stock as is necessary to effectuate the transactions contemplated by this Article 8. From and after the Distribution Date, (i) Kontoor Brands shall retain the Kontoor Brands Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Assumed Employee Liabilities, and (ii) VF shall retain the VF Equity Plan, and all Liabilities thereunder shall constitute VF Retained Employee Liabilities. From and after the Distribution Date, all Adjusted VF Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Equity Plan and shall be settled by VF, and all Kontoor Brands Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Equity Plan and shall be settled by Kontoor Brands. (b) From and after the Distribution Date, for purposes of the VF Awards converted into Kontoor Brands Awards or Adjusted VF Awards pursuant to this Article 8, (i) a Kontoor Brands Participant’s employment with or service to any member of the Kontoor Brands Group and/or VF Group, as applicable, shall be treated as employment with and service to the Kontoor Brands Group and/or the VF Group, as applicable, (ii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Adjusted VF Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VF Equity Plan and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Kontoor Brands Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the Kontoor Brands Equity Plan.
Appears in 2 contracts
Samples: Employee Matters Agreement (Kontoor Brands, Inc.), Employee Matters Agreement (Kontoor Brands, Inc.)
Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of on or before the Distribution Date, Kontoor Brands VS shall adopt an equity incentive compensation plan for the benefit of eligible participants (as may be amended from time to time, and together with any successor plan, the “Kontoor Brands VS Equity Plan”). Prior to the Distribution Date, Table of Contents each of VF L Brands and Kontoor Brands VS shall take any actions necessary to give effect to the transactions contemplated by this Article 8, including, in the case of Kontoor BrandsVS, the reservation, issuance and listing of shares of Kontoor Brands VS Common Stock as is necessary to effectuate the transactions contemplated by this Article 8. From and after the Distribution Date, (i) Kontoor Brands VS shall retain the Kontoor Brands VS Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands VS Assumed Employee Liabilities, and (ii) VF L Brands shall retain the VF L Brands Equity PlanPlans, and all Liabilities thereunder shall constitute VF L Brands Retained Employee Liabilities. From and after the Distribution Date, all Adjusted VF Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Equity Plan and shall be settled by VF, and all Kontoor L Brands Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor L Brands Equity Plans and shall be settled by L Brands, and all VS Awards, regardless of by whom held, shall be granted under and subject to the terms of the VS Equity Plan and shall be settled by Kontoor BrandsVS.
(b) From and after the Distribution Date, for purposes of the VF L Brands Awards converted into Kontoor Brands VS Awards or Adjusted VF L Brands Awards pursuant to this Article 8, (i) a Kontoor Brands VS Participant’s employment with or service to any member of the Kontoor Brands VS Group and/or VF L Brands Group, as applicable, shall be treated as employment with and service to the Kontoor Brands VS Group and/or the VF L Brands Group, as applicable, (ii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Adjusted VF Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VF Equity Plan and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Kontoor L Brands Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the Kontoor L Brands Equity Plans and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such VS Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VS Equity Plan.
(c) From and after the Distribution Date, (i) any reference to a “change in control,” “change of control” or similar term applicable to any Adjusted L Brands Award contained in any applicable award agreement, employment or services agreement or the L Brands Equity Plans shall be deemed to refer to a “change in control,” “change of control” or similar term as defined in such award agreement, employment or services agreement or the L Brands Equity Plans (an “L Brands Change in Control”) and (ii) any reference to a “change in control,” “change of control” or similar term applicable to any VS Award contained in any applicable award agreement, employment or services agreement or the VS Equity Plan shall be deemed to refer to a “change in control,” “change of control” or similar term as defined in the VS Equity Plan (a “VS Change in Control”).
(d) For the avoidance of doubt, except as expressly provided in this Article 8 (including, without limitation, pursuant to Section 8.05), neither the Distribution nor any assignment, transfer or continuation of the employment of employees as contemplated by Article 3 shall be deemed a termination of employment or service of any VS Participant or L Brands Participant for purposes of any L Brands Award or VS Award. The Distribution shall not be treated as an L Brands Change in Control or VS Change in Control for purposes of the L Brands Equity Plans or the VS Equity Plan, respectively, any applicable award agreements for an L Brands Award, Adjusted L Brands Award or VS Award outstanding thereunder, or any other applicable employment- or service-related agreement. Without limiting the generality of the foregoing, to the extent L Brands determines it necessary or desirable, each award agreement for an L Brands RSU, L Brands PSU or L Brands Option, as the case may be, shall be amended to expressly clarify the same.
(e) Unless otherwise required by Applicable Law, (i) the applicable member of the VS Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of VS Participants relating to any VS Awards and (ii) the applicable member of the L Brands Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of L Brands Participants relating to any Adjusted L Brands Awards.
(f) VS shall be responsible for the settlement of cash dividend equivalents on any VS Awards, and L Brands shall be responsible for the settlement of cash dividend equivalents on any Adjusted L Brands Awards.
(g) VS shall prepare and file with the SEC a registration statement on an appropriate form with respect to the shares of VS Common Stock subject to the L Brands Awards converted into VS Awards pursuant to this Article 8 and shall use its reasonable best efforts to have such registration statement declared effective on or before the Distribution Date and to maintain the effectiveness of such registration statement covering such VS Awards (and to maintain the current status of the prospectus contained therein) for so long as any such VS Awards remain outstanding.
(h) Prior to the Distribution Date, each Party shall take all such steps as may be required to cause any dispositions of L Brands Common Stock (including Adjusted L Brands Awards or any other derivative securities with respect to L Brands Common Stock) or acquisitions of VS Common Stock (including VS Awards or any other derivative securities with respect to VS Common Stock) resulting from the Distribution or the transactions contemplated by this Agreement or the Separation Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to L Brands or who are or will become subject to such reporting requirements with respect to VS to be exempt under Rule 16b-3 promulgated under the Exchange Act. With respect to those individuals, if any, who, subsequent to the Distribution Date, are or become subject to the reporting requirements under Section 16(a) of the Exchange Act, as applicable, VS shall administer any L Brands Award converted into a VS Award pursuant to this Article 8 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such converted L Brands Award complied with such rule prior to the Distribution Date.
Appears in 2 contracts
Samples: Employee Matters Agreement (Victoria's Secret & Co.), Employee Matters Agreement (Bath & Body Works, Inc.)
Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution DateSeparation Effective Time, Kontoor Brands the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Lithium Equity Plan”). Prior to the Distribution DateEffective Time, Table of Contents each of VF Parent and Kontoor Brands the Company shall take any actions necessary to give effect to the transactions contemplated by this Article 8Article VIII, including, in the case of Kontoor Brandsthe Company, the reservation, issuance and listing of shares of Kontoor Brands Company Common Stock as is necessary to effectuate the transactions contemplated by this Article 8Article VIII. From and after the Distribution DateEffective Time, (i) Kontoor Brands the Company shall retain the Kontoor Brands Lithium Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Lithium Assumed Employee Liabilities, and (ii) VF Parent shall retain the VF Parent Equity Plan, and all Liabilities thereunder shall constitute VF Parent Retained Employee Liabilities. From and after the Distribution DateEffective Time, all Adjusted VF Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Parent Equity Plan and shall be settled by VFParent, and all Kontoor Brands Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Lithium Equity Plan and shall be settled by Kontoor Brandsthe Company. Notwithstanding anything to the contrary in this Agreement (including Section 2.02 or Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found., including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found., and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.
(b) From and after the Distribution DateEffective Time, for purposes of the VF Adjusted Parent Awards converted into Kontoor Brands Awards or Adjusted VF Lithium Awards pursuant to this Article 8Error! Reference source not found., (i) a Kontoor Brands Parent Participant’s employment with or service to any member of the Kontoor Brands Parent Group and/or VF Group, as applicable, shall be treated as employment with and service to the Kontoor Brands Lithium Group and/or the VF Group, as applicable, and (ii) any reference to “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms applicable to such Adjusted VF Lithium Awards shall be deemed to refer to the definitions of “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms set forth in the VF Parent Equity Plan Plan. From and after the Distribution Effective Time, (iiix) any reference to a “causechange in control,” “good reason,” “disability,” “willfulchange of control” or other similar terms term applicable to such Kontoor Brands Awards any Adjusted Parent Award contained in any applicable award agreement, employment or services agreement or the Parent Equity Plan shall be deemed to refer to the definitions of a “causechange in control,” “good reasonchange of control” or similar term as defined in such award agreement, employment or services agreement or the Parent Equity Plan (a “Parent Change in Control”) and (y) any reference to a “change in control,” “disabilitychange of control” or similar term applicable to any Lithium Award contained in any applicable award agreement, employment or services agreement or the Lithium Equity Plan shall be deemed to refer to a “change in control,” “willfulchange of control” or similar term as defined in the Lithium Equity Plan (a “Lithium Change in Control”); provided, however, with respect to any Adjusted Parent Awards converted into Lithium Awards pursuant to Error! Reference source not found., a Parent Change in Control shall also be treated as a Lithium Change in Control. For the avoidance of doubt, the Distribution shall not, in and of itself, be treated as either a Parent Change in Control or a Lithium Change in Control. Neither the Separation, the Distribution nor any assignment, transfer or continuation of the employment of employees as contemplated by Article III shall be deemed a termination of employment or service of any Lithium Participant or Parent Participant or a Parent Change in Control or Lithium Change in Control for purposes of the Parent Equity Plan or the Lithium Equity Plan, or any Adjusted Parent Award or Lithium Award outstanding thereunder, respectively, and, without limiting the generality of the foregoing, to the extent Parent determines it necessary or desirable, each Parent RSU, Parent PRSU or Parent Option, as the case may be, shall be amended to expressly clarify the same.
(c) Unless otherwise required by applicable Law, (i) the applicable member of the Lithium Group shall be responsible for all applicable income, payroll, employment and other similar terms set forth tax withholding, remittance and reporting obligations in respect of Lithium Participants relating to any Lithium Awards and (ii) the Kontoor Brands Equity Planapplicable member of the Parent Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of Parent Participants relating to any Adjusted Parent Awards or Lithium Awards. The parties shall facilitate performance by the other party of its obligations hereunder by promptly remitting amounts withheld in respect of any Adjusted Parent Awards or Lithium Awards, as applicable, directly to the applicable Governmental Authority on such other party’s behalf or to the other Party for remittance to such Governmental Authority. The parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.
Appears in 2 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Livent Corp.)
Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution DateSeparation Effective Time, Kontoor Brands the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Lithium Equity Plan”). Prior to the Distribution DateEffective Time, Table of Contents each of VF Parent and Kontoor Brands the Company shall take any actions necessary to give effect to the transactions contemplated by this Article 8Article VIII, including, in the case of Kontoor Brandsthe Company, the reservation, issuance and listing of shares of Kontoor Brands Company Common Stock as is necessary to effectuate the transactions contemplated by this Article 8Article VIII. From and after the Distribution DateEffective Time, (i) Kontoor Brands the Company shall retain the Kontoor Brands Lithium Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Lithium Assumed Employee Liabilities, and (ii) VF Parent shall retain the VF Parent Equity Plan, and all Liabilities thereunder shall constitute VF Parent Retained Employee Liabilities. From and after the Distribution DateEffective Time, all Adjusted VF Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Parent Equity Plan and shall be settled by VFParent, and all Kontoor Brands Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Lithium Equity Plan and shall be settled by Kontoor Brandsthe Company. Notwithstanding anything to the contrary in this Agreement (including Section 2.02 or Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Parent Awards that are converted into Lithium Awards pursuant to this Article VIII, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Parent Awards that are converted into Lithium Awards pursuant to this Article VIII, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Parent Awards that are converted into Lithium Awards pursuant to this Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.
(b) From and after the Distribution DateEffective Time, for purposes of the VF any Parent Participant’s Parent Awards converted into Kontoor Brands Awards or Adjusted VF Lithium Awards pursuant to this Article 8Article VIII, (i) a Kontoor Brands Parent Participant’s employment with or service to any member of the Kontoor Brands Parent Group and/or VF Group, as applicable, shall be treated as employment with and service to the Kontoor Brands Lithium Group and/or the VF Group, as applicable, and (iii) any reference to “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms applicable to such Adjusted VF Lithium Awards shall be deemed to refer to the definitions of “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms set forth in the VF Parent Equity Plan Plan. From and after the Distribution Effective Time, (iiix) any reference to a “causechange in control,” “good reason,” “disability,” “willfulchange of control” or other similar terms term applicable to such Kontoor Brands Awards any Adjusted Parent Award contained in any applicable award agreement, employment or services agreement or the Parent Equity Plan shall be deemed to refer to the definitions of a “causechange in control,” “good reasonchange of control” or similar term as defined in such award agreement, employment or services agreement or the Parent Equity Plan (a “Parent Change in Control”) and (y) any reference to a “change in control,” “disabilitychange of control” or similar term applicable to any Lithium Award contained in any applicable award agreement, employment or services agreement or the Lithium Equity Plan shall be deemed to refer to a “change in control,” “willfulchange of control” or similar term as defined in the Lithium Equity Plan (a “Lithium Change in Control”); provided, however, with respect to any Parent Awards held by Parent Participants that are converted into Lithium Awards pursuant to this Article VIII, a Parent Change in Control shall also be treated as a Lithium Change in Control. For the avoidance of doubt, the Distribution shall not, in and of itself, be treated as either a Parent Change in Control or a Lithium Change in Control. Neither the Separation, the Distribution nor any assignment, transfer or continuation of the employment of employees as contemplated by Article III shall be deemed a termination of employment or service of any Lithium Participant or Parent Participant or a Parent Change in Control or Lithium Change in Control for purposes of the Parent Equity Plan or the Lithium Equity Plan, or any Parent Award or Lithium Award outstanding thereunder, respectively, and, without limiting the generality of the foregoing, to the extent Parent determines it necessary or desirable, each Parent RSU, Parent PRSU or Parent Option, as the case may be, shall be amended to expressly clarify the same.
(c) Unless otherwise required by applicable Law, (i) the applicable member of the Lithium Group shall be responsible for all applicable income, payroll, employment and other similar terms set forth tax withholding, remittance and reporting obligations in respect of Lithium Participants relating to any Lithium Awards and (i) the Kontoor Brands Equity Planapplicable member of the Parent Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of Parent Participants relating to any Adjusted Parent Awards or Lithium Awards. The parties shall facilitate performance by the other party of its obligations hereunder by promptly remitting amounts withheld in respect of any Adjusted Parent Awards or Lithium Awards, as applicable, directly to the applicable Governmental Authority on such other party’s behalf or to the other Party for remittance to such Governmental Authority. The parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.
Appears in 1 contract
Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution DateSeparation Effective Time, Kontoor Brands the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Lithium Equity Plan”). Prior to the Distribution DateEffective Time, Table of Contents each of VF Parent and Kontoor Brands the Company shall take any actions necessary to give effect to the transactions contemplated by this Article 8VIII, including, in the case of Kontoor Brandsthe Company, the reservation, issuance and listing of shares of Kontoor Brands Company Common Stock as is necessary to effectuate the transactions contemplated by this Article 8VIII. From and after the Distribution DateEffective Time, (i) Kontoor Brands the Company shall retain the Kontoor Brands Lithium Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Lithium Assumed Employee Liabilities, and (ii) VF Parent shall retain the VF Parent Equity Plan, and all Liabilities thereunder shall constitute VF Parent Retained Employee Liabilities. From and after the Distribution DateEffective Time, all Adjusted VF Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Parent Equity Plan and shall be settled by VFParent, and all Kontoor Brands Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Lithium Equity Plan and shall be settled by Kontoor Brandsthe Company. Notwithstanding anything to the contrary in this Agreement (including Section 2.02 or Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Section 8.04, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Section 8.04, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.
(b) From and after the Distribution DateEffective Time, for purposes of the VF Adjusted Parent Awards converted into Kontoor Brands Awards or Adjusted VF Lithium Awards pursuant to this Article 8Section 8.04, (i) a Kontoor Brands Parent Participant’s employment with or service to any member of the Kontoor Brands Parent Group and/or VF Group, as applicable, shall be treated as employment with and service to the Kontoor Brands Lithium Group and/or the VF Group, as applicable, and (ii) any reference to “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms applicable to such Adjusted VF Lithium Awards shall be deemed to refer to the definitions of “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms set forth in the VF Parent Equity Plan Plan. From and after the Distribution Effective Time, (iiix) any reference to a “causechange in control,” “good reason,” “disability,” “willfulchange of control” or other similar terms term applicable to such Kontoor Brands Awards any Adjusted Parent Award contained in any applicable award agreement, employment or services agreement or the Parent Equity Plan shall be deemed to refer to the definitions of a “causechange in control,” “good reasonchange of control” or similar term as defined in such award agreement, employment or services agreement or the Parent Equity Plan (a “Parent Change in Control”) and (y) any reference to a “change in control,” “disabilitychange of control” or similar term applicable to any Lithium Award contained in any applicable award agreement, employment or services agreement or the Lithium Equity Plan shall be deemed to refer to a “change in control,” “willfulchange of control” or similar term as defined in the Lithium Equity Plan (a “Lithium Change in Control”); provided, however, with respect to any Adjusted Parent Awards converted into Lithium Awards pursuant to Section 8.04, a Parent Change in Control shall also be treated as a Lithium Change in Control. For the avoidance of doubt, the Distribution shall not, in and of itself, be treated as either a Parent Change in Control or a Lithium Change in Control. Neither the Separation, the Distribution nor any assignment, transfer or continuation of the employment of employees as contemplated by Article III shall be deemed a termination of employment or service of any Lithium Participant or Parent Participant or a Parent Change in Control or Lithium Change in Control for purposes of the Parent Equity Plan or the Lithium Equity Plan, or any Adjusted Parent Award or Lithium Award outstanding thereunder, respectively, and, without limiting the generality of the foregoing, to the extent Parent determines it necessary or desirable, each Parent RSU, Parent PRSU or Parent Option, as the case may be, shall be amended to expressly clarify the same.
(c) Unless otherwise required by applicable Law, (i) the applicable member of the Lithium Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of Lithium Participants relating to any Lithium Awards and (ii) the applicable member of the Parent Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of Parent Participants relating to any Adjusted Parent Awards or Lithium Awards. The parties shall facilitate performance by the other party of its obligations hereunder by promptly remitting amounts withheld in respect of any Adjusted Parent Awards or Lithium Awards, as applicable, directly to the applicable Governmental Authority on such other party’s behalf or to the other Party for remittance to such Governmental Authority. The parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.
(d) The Company shall be responsible for the settlement of cash dividend equivalents on any Lithium Awards held by a Lithium Participant, and Parent shall be responsible for the settlement of cash dividend equivalents on any Adjusted Parent Awards or Lithium Awards held by a Parent Participant or Former Parent Employee; provided that, with respect to Lithium Awards held by Parent Participants, prior to the date any such settlement is due, the Company shall pay Parent in cash amounts required to settle any dividend equivalents accrued following the Distribution Effective Time.
(e) The Company shall prepare and file with the SEC a registration statement on an appropriate form with respect to the shares of Company Common Stock subject to the Adjusted Parent Awards converted into Lithium Awards pursuant to this Article VIII and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Distribution Effective Time and to maintain the effectiveness of such registration statement covering such Lithium Awards (and to maintain the current status of the prospectus contained therein) for so long as any Lithium Awards remain outstanding.
(f) Prior to the Distribution Effective Time, each party shall take all such steps as may be required to cause any dispositions of Parent Common Stock (including Adjusted Parent Awards or any other derivative securities with respect to Parent Common Stock) or acquisitions of Company Common Stock (including Lithium Awards or any other derivative securities with respect to Company Common Stock) resulting from the Distribution or the transactions contemplated by this Agreement or the Separation and Distribution Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent or who are or will become subject to such reporting requirements with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. With respect to those individuals, if any, who, subsequent to the Distribution Effective Time, are or become subject to the reporting requirements under Section 16(a) of the Exchange Act, as applicable, the Company shall administer any Adjusted Parent Award converted into a Lithium Award pursuant to this Article VIII in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such converted Adjusted Parent Award complied with such rule prior to the Distribution Effective Time.
(g) From and after the Distribution Effective Time, each of Parent and the Company shall cooperate in good faith to facilitate the orderly administration of the Lithium Awards held by Parent Participants, including, without limitation, the sharing of information relating to a Parent Participant’s employment or service status with the Parent Group, as well as other information relating to the vesting and forfeiture of Lithium Awards, tax withholding and reporting and compliance with applicable Law.
(h) Notwithstanding anything to the contrary herein, with respect to any Delayed Transferred Employees whose employment is not transferred to the Lithium Group on or prior to the Distribution Effective Time, any Adjusted Parent Awards held by such Delayed Transferred Employees shall be adjusted as of the Distribution Effective Time in the manner set forth in Section 8.04 (and not in accordance with Section 8.03), and such awards shall not be further adjusted upon the date such Delayed Transferred Employee’s employment is transferred to the Lithium Group.
(i) Notwithstanding anything to the contrary herein, in the event the Distribution occurs as a result of a “split-off”, then, solely to the extent necessary, the parties shall cooperate in good faith to make any necessary changes to the adjustment and conversion mechanics set forth in Sections 8.02, 8.03 and 8.04 for the limited purpose of preserving (i) the general approach, philosophy and economic intent of such provisions as set forth herein and (ii) the intended U.S. federal income tax consequences of the Transactions to Parent, and the other terms set forth in the Kontoor Brands Equity Planthis Article VIII shall apply mutatis mutandis.
Appears in 1 contract
Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution Date, Kontoor Brands Loyalty Ventures shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Loyalty Ventures Equity Plan”). Prior to the Distribution Date, Table of Contents each of VF ADS and Kontoor Brands Loyalty Ventures shall take any actions necessary to give effect to the transactions contemplated by this Article 88, including, in the case of Kontoor BrandsLoyalty Ventures, the reservation, issuance reservation and application for listing of shares of Kontoor Brands Loyalty Ventures Common Stock as is necessary to effectuate the transactions contemplated by this Article Article 8. From and after the Distribution Date, (i) Kontoor Brands Loyalty Ventures shall retain the Kontoor Brands Loyalty Ventures Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Loyalty Ventures Assumed Employee Liabilities, and (ii) VF ADS shall retain the VF ADS Equity Plan, and all Liabilities thereunder shall constitute VF ADS Retained Employee Liabilities. From and after the Distribution Date, all Adjusted VF ADS Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF ADS Equity Plan and shall be settled by VFADS, and all Kontoor Brands Loyalty Ventures Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Loyalty Ventures Equity Plan and shall be settled by Kontoor BrandsLoyalty Ventures.
(b) From Unless otherwise required by applicable Law, (i) the applicable member of the Loyalty Ventures Group shall be responsible for all applicable income, payroll, employment and after other similar tax withholding, remittance and reporting obligations in respect of Loyalty Ventures Participants relating to any Loyalty Ventures Awards and (ii) the applicable member of the ADS Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of ADS Participants relating to any Adjusted ADS Awards and any ADS RSUs in accordance with Section 8.01(a). For the avoidance of doubt, the Distribution Dateshall not, for purposes in and of itself, be treated as a Change in Control (as defined in the VF Awards converted into Kontoor Brands Awards ADS Equity Plan or Adjusted VF the Loyalty Ventures Equity Plan, as applicable).
(c) Loyalty Ventures shall prepare and file with the SEC a registration statement on an appropriate form with respect to the shares of Loyalty Ventures Common Stock subject to the Loyalty Ventures Awards pursuant to this Article 8, 8 and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Distribution Date and to maintain the effectiveness of such registration statement covering such Loyalty Ventures Awards (i) a Kontoor Brands Participant’s employment with or service and to any member maintain the current status of the Kontoor Brands Group and/or VF Group, prospectus contained therein) for so long as applicable, shall be treated as employment with and service any Loyalty Ventures Awards remain outstanding.
(d) Prior to the Kontoor Brands Group and/or Distribution Date, each party shall take all such steps as may be required to cause any dispositions of ADS Common Stock (including Adjusted ADS Awards or any other derivative securities with respect to ADS Common Stock) or acquisitions of Loyalty Ventures Common Stock (including Loyalty Ventures Awards or any other derivative securities with respect to Loyalty Ventures Common Stock) resulting from the VF Group, as applicable, (iiDistribution or the transactions contemplated by this Agreement or the Separation Agreement by each individual who is subject to the reporting requirements of Section 16(a) any reference of the Exchange Act with respect to “cause,” “good reason,” “disability,” “willful” ADS or other similar terms applicable who are or will become subject to such Adjusted VF Awards shall reporting requirements with respect to Loyalty Ventures to be deemed to refer to exempt under Rule 16b-3 promulgated under the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VF Equity Plan and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Kontoor Brands Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the Kontoor Brands Equity PlanExchange Act.
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Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution Date, Kontoor Brands VS shall adopt an equity incentive compensation plan for the benefit of eligible participants (as may be amended from time to time, and together with any successor plan, the “Kontoor Brands VS Equity Plan”). Prior to the Distribution Date, Table of Contents each of VF L Brands and Kontoor Brands VS shall take any actions necessary to give effect to the transactions contemplated by this Article 8, including, in the case of Kontoor BrandsVS, the reservation, issuance and listing of shares of Kontoor Brands VS Common Stock as is necessary to effectuate the transactions contemplated by this Article 8. From and after the Distribution Date, (i) Kontoor Brands VS shall retain the Kontoor Brands VS Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands VS Assumed Employee Liabilities, and (ii) VF L Brands shall retain the VF L Brands Equity PlanPlans, and all Liabilities thereunder shall constitute VF L Brands Retained Employee Liabilities. From and after the Distribution Date, all Adjusted VF Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Equity Plan and shall be settled by VF, and all Kontoor L Brands Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor L Brands Equity Plans and shall be settled by L Brands, and all VS Awards, regardless of by whom held, shall be granted under and subject to the terms of the VS Equity Plan and shall be settled by Kontoor BrandsVS.
(b) From and after the Distribution Date, for purposes of the VF L Brands Awards converted into Kontoor Brands VS Awards or Adjusted VF L Brands Awards pursuant to this Article 8, (i) a Kontoor Brands VS Participant’s employment with or service to any member of the Kontoor Brands VS Group and/or VF L Brands Group, as applicable, shall be treated as employment with and service to the Kontoor Brands VS Group and/or the VF L Brands Group, as applicable, (ii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Adjusted VF Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VF Equity Plan and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Kontoor L Brands Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the Kontoor L Brands Equity Plans and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such VS Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VS Equity Plan.
(c) From and after the Distribution Date, (i) any reference to a “change in control,” “change of control” or similar term applicable to any Adjusted L Brands Award contained in any applicable award agreement, employment or services agreement or the L Brands Equity Plans shall be deemed to refer to a “change in control,” “change of control” or similar term as defined in such award agreement, employment or services agreement or the L Brands Equity Plans (an “L Brands Change in Control”) and (ii) any reference to a “change in control,” “change of control” or similar term applicable to any VS Award contained in any applicable award agreement, employment or services agreement or the VS Equity Plan shall be deemed to refer to a “change in control,” “change of control” or similar term as defined in the VS Equity Plan (a “VS Change in Control”).
(d) For the avoidance of doubt, except as expressly provided in this Article 8 (including, without limitation, pursuant to Section 8.05), neither the Distribution nor any assignment, transfer or continuation of the employment of employees as contemplated by Article 3 shall be deemed a termination of employment or service of any VS Participant or L Brands Participant for purposes of any L Brands Award or VS Award. The Distribution shall not be treated as an L Brands Change in Control or VS Change in Control for purposes of the L Brands Equity Plans or the VS Equity Plan, respectively, any applicable award agreements for an L Brands Award, Adjusted L Brands Award or VS Award outstanding thereunder, or any other applicable employment- or service-related agreement. Without limiting the generality of the foregoing, to the extent L Brands determines it necessary or desirable, each award agreement for an L Brands RSU, L Brands PSU or L Brands Option, as the case may be, shall be amended to expressly clarify the same.
(e) Unless otherwise required by Applicable Law, (i) the applicable member of the VS Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of VS Participants relating to any VS Awards and (ii) the applicable member of the L Brands Group shall be responsible for all applicable income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of L Brands Participants relating to any Adjusted L Brands Awards.
(f) VS shall be responsible for the settlement of cash dividend equivalents on any VS Awards, and L Brands shall be responsible for the settlement of cash dividend equivalents on any Adjusted L Brands Awards.
(g) VS shall prepare and file with the SEC a registration statement on an appropriate form with respect to the shares of VS Common Stock subject to the L Brands Awards converted into VS Awards pursuant to this Article 8 and shall use its reasonable best efforts to have such registration statement declared effective on or before the Distribution Date and to maintain the effectiveness of such registration statement covering such VS Awards (and to maintain the current status of the prospectus contained therein) for so long as any such VS Awards remain outstanding.
(h) Prior to the Distribution Date, each Party shall take all such steps as may be required to cause any dispositions of L Brands Common Stock (including Adjusted L Brands Awards or any other derivative securities with respect to L Brands Common Stock) or acquisitions of VS Common Stock (including VS Awards or any other derivative securities with respect to VS Common Stock) resulting from the Distribution or the transactions contemplated by this Agreement or the Separation Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to L Brands or who are or will become subject to such reporting requirements with respect to VS to be exempt under Rule 16b-3 promulgated under the Exchange Act. With respect to those individuals, if any, who, subsequent to the Distribution Date, are or become subject to the reporting requirements under Section 16(a) of the Exchange Act, as applicable, VS shall administer any L Brands Award converted into a VS Award pursuant to this Article 8 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such converted L Brands Award complied with such rule prior to the Distribution Date.
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Samples: Employee Matters Agreement (Victoria's Secret & Co.)
Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution DateSeparation Effective Time, Kontoor Brands the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Lithium Equity Plan”). Prior to the Distribution DateEffective Time, Table of Contents each of VF Parent and Kontoor Brands the Company shall take any actions necessary to give effect to the transactions contemplated by this Article 8VIII, including, in the case of Kontoor Brandsthe Company, the reservation, issuance and listing of shares of Kontoor Brands Company Common Stock as is necessary to effectuate the transactions contemplated by this Article 8VIII. From and after the Distribution DateEffective Time, (i) Kontoor Brands the Company shall retain the Kontoor Brands Lithium Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Lithium Assumed Employee Liabilities, and (ii) VF Parent shall retain the VF Parent Equity Plan, and all Liabilities thereunder shall constitute VF Parent Retained Employee Liabilities. From and after the Distribution DateEffective Time, all Adjusted VF Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Parent Equity Plan and shall be settled by VFParent, and all Kontoor Brands Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Lithium Equity Plan and shall be settled by Kontoor Brandsthe Company. Notwithstanding anything to the contrary in this Agreement (including Section 2.02 or Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Parent Awards that are converted into Lithium Awards pursuant to this Article VIII, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Parent Awards that are converted into Lithium Awards pursuant to this Article VIII, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Parent Awards that are converted into Lithium Awards pursuant to this Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.
(b) From and after the Distribution DateEffective Time, for purposes of the VF any Parent Participant’s Parent Awards converted into Kontoor Brands Awards or Adjusted VF Lithium Awards pursuant to this Article 8VIII, (i) a Kontoor Brands Parent Participant’s employment with or service to any member of the Kontoor Brands Parent Group and/or VF Group, as applicable, shall be treated as employment with and service to the Kontoor Brands Lithium Group and/or the VF Group, as applicable, and (ii) any reference to “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms applicable to such Adjusted VF Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VF Equity Plan and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Kontoor Brands Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the Kontoor Brands Equity Plan.Lithium
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Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Distribution DateSeparation Effective Time, Kontoor Brands the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Kontoor Brands Lithium Equity Plan”). Prior to the Distribution DateEffective Time, Table of Contents each of VF Parent and Kontoor Brands the Company shall take any actions necessary to give effect to the transactions contemplated by this Article 8VIII, including, in the case of Kontoor Brandsthe Company, the reservation, issuance and listing of shares of Kontoor Brands Company Common Stock as is necessary to effectuate the transactions contemplated by this Article 8VIII. From and after the Distribution DateEffective Time, (i) Kontoor Brands the Company shall retain the Kontoor Brands Lithium Equity Plan, and all Liabilities thereunder shall constitute Kontoor Brands Lithium Assumed Employee Liabilities, and (ii) VF Parent shall retain the VF Parent Equity Plan, and all Liabilities thereunder shall constitute VF Parent Retained Employee Liabilities. From and after the Distribution DateEffective Time, all Adjusted VF Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the VF Parent Equity Plan and shall be settled by VFParent, and all Kontoor Brands Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Kontoor Brands Lithium Equity Plan and shall be settled by Kontoor Brandsthe Company. Notwithstanding anything to the contrary in this Agreement (including Section 2.02 or Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Parent Awards that are converted into Lithium Awards pursuant to this Article VIII, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Parent Awards that are converted into Lithium Awards pursuant to this Article VIII, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Parent Awards that are converted into Lithium Awards pursuant to this Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.
(b) From and after the Distribution DateEffective Time, for purposes of the VF any Parent Participant’s Parent Awards converted into Kontoor Brands Awards or Adjusted VF Lithium Awards pursuant to this Article 8VIII, (i) a Kontoor Brands Parent Participant’s employment with or service to any member of the Kontoor Brands Parent Group and/or VF Group, as applicable, shall be treated as employment with and service to the Kontoor Brands Lithium Group and/or the VF Group, as applicable, and (ii) any reference to “cause,” ”, “good reason,” ”, “disability,” ”, “willful” or other similar terms applicable to such Adjusted VF Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the VF Equity Plan and (iii) any reference to “cause,” “good reason,” “disability,” “willful” or other similar terms applicable to such Kontoor Brands Awards shall be deemed to refer to the definitions of “cause,” “good reason,” “disability,” “willful” or other similar terms set forth in the Kontoor Brands Equity Plan.Lithium 25 #90914078v33
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