Retiree Programs Sample Clauses

Retiree Programs. “Retiree Programs,” when immediately preceded by “BMS,” means the BMS Plans that permit certain retirees and Former BMS Employees, and their eligible spouses, domestic partners, and dependents to continue to receive coverage and benefits for a designated period of time after retirement. When immediately preceded by “Xxxx Xxxxxxx,” “Retiree Programs” means such continuation programs to be established by Xxxx Xxxxxxx pursuant to Sections 2.2 and 8.10 that correspond to the BMS Retiree Programs.
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Retiree Programs. Notwithstanding any other provision of this Agreement to the contrary, Mead Johnson agrees to provide or cause to be provided (i) to each U.S. Mead Johnson Transferred Employee (and his or her eligible dependents) who is eligible to retire on or immediately prior to the Separation Date with retiree life insurance benefits and coverage under the BMS Life Insurance Plans or such other BMS Retiree Program providing life insurance benefits that is applicable to such U.S. Mead Johnson Transferred Employee immediately prior to the Separation Date, and (ii) to each U.S. Mead Johnson Transferred Employee (and his or her eligible dependents) who retires on or after the Separation Date and satisfies the eligibility requirements for retiree life insurance coverage set forth in the applicable Mead Johnson Retiree Program retiree life insurance benefits and coverage under the Mead Johnson Life Insurance Plans or such other Mead Johnson Retiree Program providing life insurance benefits that is applicable to such U.S. Mead Johnson Transferred Employee after the Separation Date.
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Retiree Programs. Notwithstanding any other provision of this Agreement to the contrary, Mead Johnson agrees to provide or cause to be provided to (i) each U.S. Mead Johnson Employee (and his eligible dependents) who is eligible to retire on or immediately prior to the Separation Date with retiree health insurance benefits and coverage under the BMS Health and Welfare Plans or such other BMS Retiree Program providing health insurance benefits that is applicable to such U.S. Mead Johnson Employee immediately prior to the Separation, (ii) each Foreign Mead Johnson Transferred Employee (and his or her eligible dependents) employed primarily within Belgium, Canada or France who is eligible to retire on or immediately prior to the Separation Date with retiree health insurance benefits and coverage under the BMS Health and Welfare Plans or such other BMS Retiree Program providing health insurance benefits that is applicable to such Foreign Mead Johnson Employee immediately prior to the Separation, and (iii) each Mead Johnson Transferred Employee employed primarily in the United States, Belgium, Canada or France (and his or her eligible dependents) who retires on or after the Separation Date and satisfies the eligibility requirements for retiree health insurance coverage set forth in the applicable Mead Johnson Retiree Program retiree health insurance benefits and coverage under the Mead Johnson Health and Welfare Plans or such other Mead Johnson Retiree Program providing health insurance benefits that is applicable to such Mead Johnson Transferred Employee after the Separation Date.
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Retiree Programs. As soon as administratively practicable after the Separation Date, BMS shall provide Mead Johnson, though hard copy, electronic format or such other mechanism as is appropriate under the circumstances, with a list detailing all Mead Johnson Transferred Employees who are, to the best knowledge of BMS, eligible to participate in the BMS Retiree Programs as of the Separation Date, and the type of coverage and level of coverage for which they are eligible, as applicable. Effective as of the Separation Date, Mead Johnson shall be solely responsible for the Mead Johnson Retiree Programs for Mead Johnson Transferred Employees.
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Retiree Programs. No member of the Versum Group shall assume any Liability with respect to any Retiree Programs. Following the Plan Transition Date, no Versum Employee shall accrue any additional benefits under the Retiree Programs. Air Products shall provide or cause to be provided to each Versum Employee (and his or her eligible dependents) who was eligible to retire on or immediately prior to the Plan Transition Date and, upon such retirement, would have satisfied the eligibility requirements for retiree welfare coverage set forth in the applicable Retiree Program, with retiree welfare benefits and coverage following such Versum Employee’s retirement from Versum Group, with such benefits to be provided under the Retiree Program that was applicable to such Versum Employee immediately prior to the Plan Transition Date, as such applicable Retiree Program may be amended from time to time following the Plan Transition Date as if such Versum Employee had remained employed with Air Products through the applicable retirement date. The provisions of this Section 9.1 shall not be construed to require any member of the Air Products Group to maintain a Retiree Program or to prevent the amendment in any manner of any Retiree Program. The participation by any Versum Employee in a Retiree Program shall be subject to such right of amendment or termination.
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Retiree Programs. No member of the Company Group shall assume any Liability with respect to any Retiree Programs. Following December 31, 2012, no Company Employee shall accrue any additional benefits under the Retiree Programs, except as contemplated in this Section 9.1. Pfizer shall provide or cause to be provided to each Company Transferred Employee (and his or her eligible dependents) who was eligible to retire on or immediately prior to the Plan Transition Date and, upon such retirement, would have satisfied the eligibility requirements for retiree welfare coverage set forth in the applicable Retiree Program, with retiree welfare benefits and coverage following such Company Transferred Employee’s retirement from the Company Group, with such benefits to be provided under the Retiree Program that was applicable to such Company Transferred Employee immediately prior to the Plan Transition Date, as such applicable Retiree Program may be amended from time to time following the Effective Date as if such Company Transferred Employee had remained employed with Pfizer through the applicable retirement date. In addition, Pfizer or another member of the Pfizer Group shall amend the Retiree Programs to provide that until the date that is earlier to occur of (A) the Company Transferred Employee’s termination of employment and (B) December 31, 2017, Company Transferred Employees shall be given credit for service with members of the Company Group for purposes of eligibility for participation in the Retiree Programs, but not for purposes of the retiree medical subsidy under the Pfizer Retiree Medical Plan. The provisions of this Section 9.1 shall not be construed to require any member of the Pfizer Group to maintain a Retiree Program or to prevent the amendment in any manner of any Retiree Program. The participation by any Company Transferred Employee in a Retiree Program shall be subject to such right of amendment or termination.
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Retiree Programs. Each Company or the direct or indirect owner thereof shall provide retiree life insurance, retiree medical and retiree dental benefits to (i) all former employees of such Company who retired prior to the Closing Date and who were covered under retiree health programs of the Seller or its Affiliates (the "RETIREE PROGRAMS") as of the Closing Date, and to their covered dependents and (ii) all employees of such Company who were 50 years of age and older and who had not yet retired as of the Closing Date but who had met the service requirement for coverage under the Retiree Programs as of such date and to their covered dependents. Each Company or the direct or indirect owner thereof shall provide to such persons retiree life insurance, retiree medical and retiree dental benefits reasonably similar to the benefits they were entitled to immediately prior to the Closing Date.
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Related to Retiree Programs

  • Retirement Plans (a) In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRAs and XXXX individual retirement accounts (“XXX Plans”), 403(b) Plans and money purchase and profit sharing plans (“Qualified Plans”) (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by a Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, Transfer Agent shall provide the following administrative services: (i) Establish a record of types and reasons for distributions (i.e., attainment of eligible withdrawal age, disability, death, return of excess contributions, etc.); (ii) Record method of distribution requested and/or made; (iii) Receive and process designation of beneficiary forms requests; (iv) Examine and process requests for direct transfers between custodians/trustees, transfer and pay over to the successor assets in the account and records pertaining thereto as requested; (v) Prepare any annual reports or returns required to be prepared and/or filed by a custodian of a Retirement Plan, including, but not limited to, an annual fair market value report, Forms 1099R and 5498; and file same with the IRS and provide same to Participant/Beneficiary, as applicable; and (vi) Perform applicable federal withholding and send Participants/Beneficiaries an annual TEFRA notice regarding required federal tax withholding. (b) Transfer Agent shall arrange for PFPC Trust Company to serve as custodian for the Retirement Plans sponsored by a Fund. (c) With respect to the Retirement Plans, Transfer Agent shall provide each Fund with the associated Retirement Plan documents for use by the Fund and Transfer Agent shall be responsible for the maintenance of such documents in compliance with all applicable provisions of the Code and the regulations promulgated thereunder.

  • Benefits Plans During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each Company Benefit Plan. With respect to each Company Benefit Plan, the Company has made available to OmniLit, to the extent applicable, true, complete and correct copies of (A) such Company Benefit Plan (or, if not written a written summary of its material terms) and all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications, (C) the most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan, (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (F) the most recent non-discrimination testing results relating to such Company Benefit Plan, and (G) all non-routine written correspondence to or from any Governmental Authority relating to such Company Benefit Plan. (b) (i) Each Company Benefit Plan has been operated, funded and administered in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan have been made or, to the extent not yet due, accrued and reflected in the Company’s financial statements to the extent required by GAAP in accordance with the terms of the Company Benefit Plan and applicable Law; (iii) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan. (c) No Company Benefit Plan is, and none of the Company, its Subsidiaries or any of their ERISA Affiliates has sponsored or contributed to, been required to contribute to, or has any liability (whether actual or contingent) with respect to, (i) a multiemployer pension plan (as defined in Section 3(37) of ERISA), (ii) a defined benefit pension plan that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, (iii) a multiple employer plan (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). None of the Company, its Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any liability under Title IV of ERISA. (d) With respect to each Company Benefit Plan, no Legal Proceedings (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such Legal Proceedings. (e) No Company Benefit Plan provides medical, surgical, hospitalization, death, life insurance, welfare or similar benefits (whether or not insured) for employees, former employees, consultants, managers or directors of the Company or any Subsidiary of the Company (or any dependent or beneficiary thereof) for periods extending beyond their retirement or other termination of service, other than coverage mandated by applicable Law or benefits the full cost of which is borne by the current or former employee, consultant, manager or director (or his or her beneficiary). (f) Except as set forth on Section 4.13(f) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other service provider of the Company or any Subsidiary of the Company to any severance pay or any other compensation or benefits, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due any such employee, officer or other service provider, (iii) accelerate the vesting and/or settlement of any Company Award, or (iv) restrict the Company’s or any Subsidiary’s rights to amend or terminate any Company Benefit Plan. (g) The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code. No Company Benefit Plan provides for, and the Company and its Subsidiaries do not have any obligation to make, a Tax gross-up, make whole or similar payment with respect to any Taxes, including any Taxes imposed under Sections 409A or 4999 of the Code. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code has been operated in all material respects in compliance with Section 409A of the Code. No payment or benefit under any Company Benefit Plan has been, is or is reasonably expected to be subject to the penalties imposed under or by operation of Section 409A of the Code. (h) There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan. Each Company Benefit Plan may be amended, terminated or otherwise modified (including cessation of participation) by the Company or any of its Subsidiaries to the greatest extent permitted by applicable Law. Except as required by applicable Law, neither the Company nor any of its Subsidiaries has announced its intention to modify or terminate any Company Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of a Company Benefit Plan. No Company Benefit Plan is, or within the past six (6) years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. Neither the Company nor any Subsidiary of the Company has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code. (i) There is no action currently contemplated by the Company or any of its Subsidiaries, and for the past three years, no action has been taken by the Company or any of its Subsidiaries, in respect of any current or former employee or individual independent contractor of the Company or any of its Subsidiaries or such individuals’ compensation or benefits, in each case, in response to COVID-19.

  • Benefit Programs The Executive shall be eligible to participate in any plans, programs or forms of compensation or benefits that the Company or the Company’s subsidiaries provide to the class of employees that includes the Executive, on a basis not less favorable than that provided to such class of employees, including, without limitation, group medical, disability and life insurance, paid time-off, and retirement plan, subject to the terms and conditions of such plans, programs or forms of compensation or benefits.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Retirees The Parties and the Crown agree to meet for the purpose of transitioning retirees currently in board-run benefits plans into a segregated plan administered by the OECTA ELHT via an amendment to the Trust Agreement, based on the following: i. Basic plan design is the active member plan design ii. School boards can request alterations to the plan design to meet their specific needs (limited to survivor coverage for health and dental benefits, out of country coverage, hearing aids, physiotherapy, and private duty nursing) subject to the coverage being available by the carrier. It is not the intent of the parties to enhance the benefits coverage of the retirees. For example, life insurance is not to exceed the existing level of coverage. iii. Boards can opt out of the ELHT plan for retirees. It is understood that such opt out is irrevocable. iv. The plan administrator will advise each school board of the per member premium cost on an annual basis. v. Any annual plan deficit shall be captured in the premiums charged to school boards and retirees in the subsequent benefit year. vi. Any terminal deficit is the responsibility of all school boards who had members in the plan, based on a formula that includes the school board’s time in the plan and retiree enrolment. vii. School boards maintain any liability resulting from any issues arising as a result of members being transferred to the ELHT benefits plan for retirees. For clarity, once the transition is completed, the school board is not liable for any subsequent decisions by the Trust. viii. Any school board wanting to move its retirees into a plan administered by the ELHT shall sign a participation agreement. The Parties and the Crown shall meet within 30 days of ratification of central terms to discuss the amendment to the trust as described above and timelines for the transition. If by May 30, 2020 the Parties and the Crown are unable to resolve all disputes concerning the amendment to the Trust Agreement and the standard form participation agreement, the Parties and the Crown (as participant) agree to refer the matter to arbitration with a mutually agreed upon arbitrator. The arbitrator shall determine any outstanding disputes based on the terms of this Memorandum of Understanding. The Parties agree that any arbitration on outstanding disputes shall be scheduled expeditiously.

  • Employee Benefit Programs During the Employment Term, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs made available to the Company’s senior level executives.

  • Health & Welfare Benefits Executive shall be eligible to participate in all health and welfare benefits provided generally to other employees of the Company.

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement. (b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan. (c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever. (d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.

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