Seller’s Plans Clause Samples

Seller’s Plans. Each Seller may establish up to three individual Sellers Plans with Broker in any Sales Period. In connection with such Sellers Plans, each Seller will establish an account at Broker in the name of and for the benefit of Seller (the “Plan Account”). Sales under each Sellers Plan cannot begin until the Broker receives (i) the Plan Shares, to the extent such Plan Shares are currently owned by Seller, (ii) a properly executed Seller Representation Letter and (iii) a properly completed and executed Sellers Plan, including an acknowledgment by Isis. Obligations of Broker. With respect to each Sellers Plan, Broker will have the following obligations:

Seller’s Plans. Seller and LOL shall retain responsibility for all of Seller’s, LOL’s and their Affiliates’ employee compensation and benefit arrangements. Buyer’s Employees shall become fully vested in the qualified retirement plans (including, but not limited to defined contribution and defined benefit plans) of Seller and/or LOL in which the Buyer’s Employees participated immediately prior to Closing. Notwithstanding the foregoing, no employee listed on Schedule 10.1 shall become vested in either the Land O’ Lakes Employee Retirement Plan or the Land O’ Lakes Cooperative Value Incentive Program. With respect to any such plan that requires employment as of the end of the year or some other date in order for an otherwise accrued benefit to be earned, Seller and LOL shall provide Buyer’s Employees a pro rata benefit based on the period elapsed through the Effective Time or Return to Work Time, as the case may be. Notwithstanding the foregoing, at Closing or the Return to Work Time, as the case may be, Seller and LOL shall transfer to Buyer funds equivalent to the value of accrued vacation and/or sick time attributable to Buyer’s Employees and Buyer agrees to credit each of the Buyer’s Employees with the vacation and/or sick time balances in accordance with Buyer’s customary practice or policy. As an example and not by way of limitation, Seller, LOL and their Affiliates shall be responsible for all health and accident claims and expenses (i) with respect to services provided to a Company Employee prior to the Effective Time or the Return to Work Time, as the case may be, (ii) with respect to a Company Employee who does not elect to become a Buyer’s Employee at the Effective Time or the Return to Work Time, as the case may be, (iii) with respect to any person covered by Seller’s arrangement who is not a Buyer’s Employee or a spouse or a dependent thereof as defined in Buyer’s plan, and (iv) with respect to disability benefits for Company Employees for any disability event occurring on or before the Effective Time.

Seller’s Plans. Each Seller may establish up to three individual Sellers Plans with Broker in any Sales Period. For clarity, Sellers Plans pursuant to which all Plan shares have been sold will still count against the limit prohibiting more than three Sellers Plans in any Sales Period. In connection with such Sellers Plans, each Seller will establish an account at Broker in the name of and for the benefit of Seller (the “Plan Account”). Sales under each Sellers Plan cannot begin until the Broker receives (i) the Plan Shares (including any shares issued pursuant to restricted stock units), to the extent such Plan Shares are currently owned by Seller, (ii) a properly executed Seller Representation Letter and (iii) a properly completed and executed Sellers Plan, including an acknowledgment by Isis.

Seller’s Plans. Nothing in this Agreement shall limit the right of Seller, or require Seller, to change the terms or conditions of its employee benefit plans and arrangements or require Seller to continue such plans and arrangements or place restrictions on Seller’s rights to terminate such plans and arrangements at Seller’s sole discretion.

Seller’s Plans. (a) Except as expressly set forth herein, Sellers or their respective designated Affiliates shall retain all liabilities and obligations (including any underfunding of defined benefit plans and obligations under Section 4980B of the Code (COBRA)) as of the Closing Date in respect of benefits accrued under all benefit plans or arrangements maintained, administered or contributed to by Sellers or their respective ERISA Affiliates or with respect to which any of the Sellers or any of their ERISA Affiliates has any liability, including the Employee Plans (including, without limitation, the Nepera Plan). Except as expressly set forth herein, no assets of any benefit plans or arrangements maintained, administered or contributed to by any of the Sellers or any of their Affiliates, including any Employee Plan, shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Notwithstanding the foregoing, all health care and dependent care flexible spending accounts (and any corresponding assets thereto) maintained with respect to Transferred Employees under any cafeteria plan maintained by any of the Sellers or any of their Affiliates shall be transferred to Buyer or one of its Affiliates. Sellers shall make all required (in accordance with historical practices, including any discretionary matching or profit sharing contributions under any Plan) payments, premiums, contributions, reimbursements or accruals for all periods (or partial periods) of employment service for Transferred Employees ending prior to or as of the Closing Date except for liabilities assumed by Buyer pursuant to this Article IX. Sellers shall fully vest each Transferred Employee under each Employee Plan that provides retirement benefits as of the Closing Date. Sellers shall amend any Employee Plan that is a defined contribution plan to permit the rollover of promissory notes evidencing outstanding participant loans of Transferred Employees, without default of such loan, to a tax-qualified defined contribution plan established by Buyer, and Buyer shall cause such plan to accept such rollovers. (b) All claims incurred by any Transferred Employees or their covered dependents prior to the Closing Date under any of the Plans shall be covered pursuant to the terms and conditions of such Plans. All claims incurred by any Transferred Employees or their covered dependents on or after the Closing Date under employee benefit plans of Buyer or any of its Affiliates s...

Seller’s Plans. From and after the Closing, Seller shall remain solely responsible for liabilities for claims of the Transitioning Employees and their eligible dependents incurred prior to the Closing under those plans that are health, disability, accident or life insurance plans, and Purchaser shall be solely responsible for all such liabilities for claims incurred by any Transitioning Employee or his or her eligible dependents after the Closing. For the purposes of this Section 11.3, a claim for health benefits shall be deemed to have been incurred when the services that are the subject of such claim are rendered and a claim for disability, accident or life insurance shall be deemed to have been incurred when the last event giving rise to such claim occurs. This Section 11.3(a) shall not be construed to require Purchaser to provide health, disability, accident or life insurance plans that are the same or similar to plans that Seller currently provides to the Timberland Employees.

Seller’s Plans. As of the effective date of their employment by Buyer, the Transferred Employees shall cease to participate actively in the employee benefit plans, programs and policies of Seller (the "Seller's Plans"), and Seller shall cause the Transferred Employees participating in the Seller's Plans to be fully vested in their benefits accrued thereunder as of such date.

Seller’s Plans. As of the Closing Date, Sellers shall terminate the participation of all former employees of Sellers hired by a Purchaser at Closing in all Plans and ERISA Plans of Sellers. Sellers shall provide for distributions or other arrangements consistent with the terms of the applicable plans, ERISA and the Code. Purchasers and Sellers shall employ the Alternative Procedure described in Section 5 of the IRS Revenue Procedure 96-60 for purposes of calendar year 2000 income tax and employment tax withholding and reporting. Accordingly, as soon as practicable after Closing (but in any event prior to December 31 of the year in which the Closing occurs), Sellers shall provide Purchasers with all necessary payroll records for the calendar year in which the Closing occurs so that Purchasers will furnish a Form W-2 to all such hired employees disclosing all wages and other compensation paid to them (and amounts withheld therefrom) by Sellers and Purchasers in the calendar year.

Seller’s Plans. Seller shall retain responsibility for all Seller’s and its Affiliates’, employee compensation and benefits arrangements. As an example and not by way of limitation, Seller and its respective Affiliates shall be responsible for all health and accident claims and expenses (i) with respect to services provided to a Hired Employee prior to the Effective Date, (ii) with respect to any employee of the Business who does not elect to become a Hired Employee at the Effective Date, (iii) with respect to any Person covered by Seller’s arrangement who is not a Hired Employee or a spouse or dependent thereof as defined in any Buyer’s plan, and (iv) with respect to disability benefits for any Seller’s employee for any disability event occurring on or before the Effective Date.