Common use of Severance Plans Clause in Contracts

Severance Plans. Trident shall cause Fountain to establish the Fountain Severance Plans, each effective as of the Fountain Distribution Date and each in substantially the same form(s) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain Employees and Former Fountain Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Severance Plans on the Fountain Distribution Date. After the Fountain Distribution Date: (i) Fountain shall be solely responsible for (x) the payment of all Liabilities under the Trident Severance Plans (as amended pursuant to the proviso above) or Fountain Severance Plans relating to Fountain Employees and Former Fountain Employees, (y) the management and administration of the Fountain Severance Plans and (z) the payment of all employer-related costs in establishing and maintaining the Fountain Severance Plans, and (ii) Trident shall retain sole responsibility for (w) all Liabilities under the Trident Severance Plans or Fountain Severance Plans relating to Trident Employees and Former Trident Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Severance Plans and (z) the payment of all employer-related costs in maintaining the Trident Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain shall be solely responsible for the adjudication of any claims filed by a Fountain Employee or Former Fountain Employee before, on or after the Fountain Distribution Date under a Trident Severance Plan. Notwithstanding the previous sentence, Trident shall be solely responsible for the adjudication of any claim filed by a Fountain Employee or Former Fountain Employee under a Trident Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, Trident’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if Trident’s response to such claim does not finally adjudicate the claim, Trident shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain for final adjudication.

Severance Plans. Trident Tyco shall cause Fountain ADT NA to establish the Fountain Severance ADT XX Xxxxxxxxx Plans, each effective as of the Fountain ADT NA Distribution Date and each in substantially the same form(s) as the Trident Tyco Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain ADT North American R/SB Employees and Former Fountain ADT North American R/SB Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Tyco Severance Plans on the Fountain ADT NA Distribution Date. After the Fountain ADT NA Distribution Date: (i) Fountain ADT NA shall be solely responsible for (x) the payment of all Liabilities under the Trident Tyco Severance Plans (as amended pursuant to the proviso above) or Fountain Severance ADT XX Xxxxxxxxx Plans relating to Fountain ADT North American R/SB Employees and Former Fountain ADT North American R/SB Employees, (y) the management and administration of the Fountain Severance ADT XX Xxxxxxxxx Plans and (z) the payment of all employer-related costs in establishing and maintaining the Fountain Severance ADT XX Xxxxxxxxx Plans, and (ii) Trident Tyco shall retain sole responsibility for (w) all Liabilities under the Trident Tyco Severance Plans or Fountain Severance ADT XX Xxxxxxxxx Plans relating to Trident Tyco Employees and Former Trident Tyco Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Tyco Employee or Former Trident Tyco Employee prior to the Fountain ADT NA Distribution Date, (y) the management and administration of the Trident Tyco Severance Plans and (z) the payment of all employer-related costs in maintaining the Trident Tyco Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain ADT NA shall be solely responsible for the adjudication of any claims filed by a Fountain an ADT North American R/SB Employee or Former Fountain ADT North American R/SB Employee before, on or after the Fountain ADT NA Distribution Date under a Trident Tyco Severance Plan. Notwithstanding the previous sentence, Trident Tyco shall be solely responsible for the adjudication of any claim filed by a Fountain an ADT North American R/SB Employee or Former Fountain ADT North American R/SB Employee under a Trident Tyco Severance Plan before the Fountain ADT NA Distribution Date that (A) has not been finally adjudicated by Trident Tyco on the day immediately preceding the Fountain ADT NA Distribution Date; and (B) under the applicable claims procedure, TridentTyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain ADT NA Distribution Date to respond to such claim. Notwithstanding the previous sentence, if TridentTyco’s response to such claim does not finally adjudicate the claim, Trident Tyco shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain ADT NA for final adjudication.

Severance Plans. Trident Not later than the Distribution Date, Healthcare shall cause Fountain to establish the Fountain Healthcare Severance Plans and Electronics shall establish the Electronics Severance Plans, each effective as of the Fountain Distribution Date and each in substantially the same form(s) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain Healthcare Employees and Former Fountain Electronics Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Tyco Severance Plans on the Fountain Distribution Date. After the Fountain Distribution Date: (i) Fountain Healthcare shall be solely responsible for (x) the management, administration and payment of all Liabilities benefit obligations under the Trident Severance Plans (as amended pursuant to the proviso above) or Fountain Tyco Severance Plans relating to Fountain Healthcare Employees and Former Fountain Healthcare Employees, (y) for the management and administration of the Fountain Healthcare Severance Plans and (z) for the payment of all employer-related costs in establishing and maintaining the Fountain Healthcare Severance Plans, and (ii) Trident Electronics shall retain sole responsibility be solely responsible for (w) the management, administration and payment of all Liabilities benefit obligations under the Trident Severance Plans or Fountain Tyco Severance Plans relating to Trident Electronics Employees and Former Trident Electronics Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Electronics Severance Plans and for the payment of all employer-related costs in establishing and maintaining the Electronics Severance Plans, and (ziii) Tyco shall retain sole responsibility for all benefit obligations under the Tyco Severance Plans relating to Tyco Employees and Former Tyco Employees and shall be solely responsible for the payment of all employer-related costs in maintaining the Trident Tyco Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain Healthcare or Electronics, as appropriate, shall be solely responsible for the adjudication of any claims filed by a Fountain Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Fountain Electronics Employee before, on or after before the Fountain Distribution Date under a Trident Tyco Severance Plan. Notwithstanding the previous sentence, Trident Tyco shall be solely responsible for the adjudication of any claim filed by a Fountain Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Fountain Electronics Employee under a Trident Tyco Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident Tyco on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, TridentTyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if TridentTyco’s response to such claim does not finally adjudicate the claim, Trident Tyco shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain Healthcare for final adjudication.

Severance Plans. Trident Not later than the Distribution Date, Healthcare shall cause Fountain to establish the Fountain Healthcare Severance Plans and Electronics shall establish the Electronics Severance Plans, each effective as of the Fountain Distribution Date and each in substantially the same form(s) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain Healthcare Employees and Former Fountain Electronics Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Tyco Severance Plans on the Fountain Distribution Date. After the Fountain Distribution Date: (i) Fountain Healthcare shall be solely responsible for (x) the management , administration and payment of all Liabilities under the Trident Severance Plans (as amended pursuant to the proviso above) or Fountain Tyco Severance Plans relating to Fountain Healthcare Employees and Former Fountain Healthcare Employees, (y) for the management and administration of the Fountain Healthcare Severance Plans and (z) for the payment of all employer-related costs in establishing and maintaining the Fountain Healthcare Severance Plans, and (ii) Trident Electronics shall retain sole responsibility be solely responsible for (w) the management, administration and payment of all Liabilities under the Trident Severance Plans or Fountain Tyco Severance Plans relating to Trident Electronics Employees and Former Trident Electronics Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Electronics Severance Plans and for the payment of all employer-related costs in establishing and maintaining the Electronics Severance Plans, and (ziii) Tyco shall retain sole responsibility for all Liabilities under the Tyco Severance Plans relating to Tyco Employees and Former Tyco Employees and shall be solely responsible for the payment of all employer-related costs in maintaining the Trident Tyco Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain Healthcare or Electronics, as appropriate, shall be solely responsible for the adjudication of any claims filed by a Fountain Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Fountain Electronics Employee before, on or after before the Fountain Distribution Date under a Trident Tyco Severance Plan. Notwithstanding the previous sentence, Trident Tyco shall be solely responsible for the adjudication of any claim filed by a Fountain Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Fountain Electronics Employee under a Trident Tyco Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident Tyco on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, TridentTyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if TridentTyco’s response to such claim does not finally adjudicate the claim, Trident Tyco shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain Healthcare for final adjudication.

Severance Plans. Trident (i) A New Viacom Employee shall cause Fountain not be deemed to establish have terminated employment for purposes of determining eligibility for severance benefits in connection with or in anticipation of the Fountain Severance Plansconsummation of the transactions contemplated by the Merger Agreement. Except for any New Viacom Employees who are also CBS Employees and any Unallocated Employees, each effective active participation of New Viacom Employees and Former New Viacom Employees in the severance plans maintained by Viacom shall cease immediately as of the Fountain Distribution Date and each in substantially the same form(sSeparation Date. (ii) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior The CBS Group shall retain all Liabilities with respect to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 severance payments made or to be identical made to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain CBS Employees and Former Fountain CBS Employees other than Unallocated Employees. The New Viacom Group shall assume all Liabilities with respect to severance payments made or to be made to all New Viacom Employees and Former New Viacom Employees other than Unallocated Employees. Liability for severance payments made or to be made to any Unallocated Employees will be shared equally by CBS and New Viacom. CBS shall make all severance payments to the Unallocated Employees who are currently eligible to receive or are receiving Former CBS Employees and shall invoice New Viacom for 50% of all such payments. New Viacom shall reimburse CBS for the amount reflected on each such invoice as soon as reasonably practicable after the receipt thereof. New Viacom shall make all severance payments to the Unallocated Employees who are Former New Viacom Employees and shall cease participating in invoice CBS for 50% of all such payments. CBS shall reimburse New Viacom for the Trident Severance Plans amount reflected on each such invoice as soon as reasonably practicable after the Fountain Distribution Datereceipt thereof. After the Fountain Distribution Date: (i) Fountain Such invoices and reimbursements shall be solely responsible for (x) the payment of all Liabilities under the Trident Severance Plans (as amended made pursuant to procedures mutually agreed to by CBS and New Viacom. For purposes of this Section 6.04(g), the proviso above) or Fountain Severance Plans relating to Fountain Employees term “severance payments” shall include any welfare benefit coverage and Former Fountain Employees, (y) the management and administration of the Fountain Severance Plans and (z) the payment of all employerother severance-related costs in establishing benefits provided under severance plans and maintaining the Fountain Severance Plans, and (ii) Trident shall retain sole responsibility for (w) all Liabilities under the Trident Severance Plans or Fountain Severance Plans relating to Trident Employees and Former Trident Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Severance Plans and (z) the payment of all employer-related costs in maintaining the Trident Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain shall be solely responsible for the adjudication of any claims filed by a Fountain Employee or Former Fountain Employee before, on or after the Fountain Distribution Date under a Trident Severance Plan. Notwithstanding the previous sentence, Trident shall be solely responsible for the adjudication of any claim filed by a Fountain Employee or Former Fountain Employee under a Trident Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, Trident’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if Trident’s response to such claim does not finally adjudicate the claim, Trident shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain for final adjudicationagreements.

Severance Plans. Trident Not later than the Distribution Date, Healthcare shall cause Fountain to establish the Fountain Healthcare Severance Plans and Electronics shall establish the Electronics Severance Plans, each effective as of the Fountain Distribution Date and each in substantially the same form(s) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain Healthcare Employees and Former Fountain Electronics Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Tyco Severance Plans on the Fountain Distribution Date. After the Fountain Distribution Date: (i) Fountain Healthcare shall be solely responsible for (x) the management, administration and payment of all Liabilities under the Trident Severance Plans (as amended pursuant to the proviso above) or Fountain Tyco Severance Plans relating to Fountain Healthcare Employees and Former Fountain Healthcare Employees, (y) for the management and administration of the Fountain Healthcare Severance Plans and (z) for the payment of all employer-related costs in establishing and maintaining the Fountain Healthcare Severance Plans, and (ii) Trident Electronics shall retain sole responsibility be solely responsible for (w) the management, administration and payment of all Liabilities under the Trident Severance Plans or Fountain Tyco Severance Plans relating to Trident Electronics Employees and Former Trident Electronics Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Electronics Severance Plans and for the payment of all employer-related costs in establishing and maintaining the Electronics Severance Plans, and (ziii) Tyco shall retain sole responsibility for all Liabilities under the Tyco Severance Plans relating to Tyco Employees and Former Tyco Employees and shall be solely responsible for the payment of all employer-related costs in maintaining the Trident Tyco Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain Healthcare or Electronics, as appropriate, shall be solely responsible for the adjudication of any claims filed by a Fountain Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Fountain Electronics Employee before, on or after before the Fountain Distribution Date under a Trident Tyco Severance Plan. Notwithstanding the previous sentence, Trident Tyco shall be solely responsible for the adjudication of any claim filed by a Fountain Healthcare Employee, Former Healthcare Employee, Electronics Employee or Former Fountain Electronics Employee under a Trident Tyco Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident Tyco on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, TridentTyco’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if TridentTyco’s response to such claim does not finally adjudicate the claim, Trident Tyco shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain Healthcare for final adjudication.