Treatment of deferred compensation plans. For purposes of subchapter S, an instrument, obligation, or arrangement is not outstanding stock if it—
Treatment of deferred compensation plans. 18 Section 9.02 No Distributions on Separation 19 Section 9.03 Section 409A. 20 Section 9.04 Delayed Transfer Employees 20 ARTICLE X EQUITY PLANS 20 Section 10.01 Outstanding Labcorp Equity Awards. 20 Section 10.02 Labcorp ESPP. 27
Treatment of deferred compensation plans. (a) Effective as of the Distribution Date, Labcorp or another member of the Labcorp Group will establish a deferred compensation plan with terms and features substantially similar to the frozen Covance Elective Deferral Plan (such new plan the “Covance Elective Deferral Plan for Labcorp Employees”) for the benefit of Labcorp Employees, Former Labcorp Employees and Labcorp Directors who participated in and have a notional account balance in the frozen Covance Elective Deferral Plan. Fortrea or another member of the Fortrea Group will assign and transfer (and Labcorp or another member of the Labcorp Group will accept) the notional account balances and related liabilities of Labcorp Employees, Former Labcorp Employees and Labcorp Directors (as applicable) from the frozen Covance Executive Deferral Plan to the Covance Elective Deferral Plan for Labcorp Employees. From and after the Distribution Date, Labcorp and the Labcorp Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the Covance Elective Deferral Plan for Labcorp Employees, Former Labcorp Employees and Labcorp Directors, whether earned or accrued before, on or after the Distribution Date.
Treatment of deferred compensation plans. 21 Section 9.02 No Distributions on Separation 22 Section 9.03 Section 409A. 22 Section 9.04 Delayed Transfer Employees 22 ARTICLE X EQUITY PLANS 22 Section 10.01 Outstanding Labcorp Equity Awards. 22 Section 10.02 Labcorp ESPP. 30 Section 10.03 Conformity with Non-U.S. Laws 30 Section 10.04 Tax Withholding and Reporting. 31 Section 10.05 Employment Treatment. 31 Section 10.06 Registration 32 ARTICLE XI TRANSITION SERVICES; THIRD- PARTY CLAIMS 32 Section 11.01 General Principles 32 Section 11.02 Third-Party Claims 32 ARTICLE XII INDEMNIFICATION 32 Section 12.01 Indemnification 32 ARTICLE XIII COOPERATION 32 Section 13.01 Cooperation 32 ARTICLE XIV MISCELLANEOUS 33 Section 14.01 Vendor Contracts 33 Section 14.02 Further Assurances 33 Section 14.03 Employment Taxes Withholding Reporting Responsibility 34 Section 14.04 Data Privacy 34 Section 14.05 Third-Party Beneficiaries 34 Section 14.06 Effect If Distribution Does Not Occur 34 Section 14.07 Fiduciary Matters 34 Section 14.08 Incorporation of Separation Agreement Provisions 34 Section 14.09 No Representation or Warranty 35 EMPLOYEE MATTERS AGREEMENT EMPLOYEE MATTERS AGREEMENT, dated as of the 29th day of June, 2023 (this “Employee Matters Agreement”), between Laboratory Corporation of America Holdings, a Delaware corporation (“Labcorp”), and Fortrea Holdings Inc., a Delaware corporation and wholly owned Subsidiary of Labcorp (“Fortrea”).
Treatment of deferred compensation plans. On or prior to the Closing Date, the Company shall transfer to the Seller, or an affiliate of the Seller, as needed, the Company's Executive Deferred Compensation Plan, as listed in Item #1 of Schedule 2.19 (the "EDCP") and all of the assets and liabilities of the Company related to the EDCP, including without limitation, the cash surrender value of life insurance policies and the note payable relating thereto, and the other assets and liabilities shown on the Closing Balance Sheet. The Company shall release any and all interest and claim to the insurance policies referred to in the immediately preceding sentence that it has as of the Closing Date. On or prior to the Closing Date, the Company shall transfer: (a) to the "Consultec, LLC Deferred Compensation Plan" (the "DICP"), as needed, all amounts of accrued executive incentive compensation (as elected to be deferred by the eligible officers under the Officers Incentive Compensation Plan listed as Item #1(c) in Schedule 2.19 hereto) as shown on the August 31 Pro Forma Balance Sheet (as updated after the Closing Date in accordance with Section 5.03(c)); and (b) to the Seller, as needed, the DICP and all of the assets and liabilities of the Company related to the DICP; provided, however, that immediately prior to the Closing on the Closing Date, all amounts of accrued executive incentive compensation payable to Kennxxx Xxxxx xxxll be paid by the Company to Kennxxx Xxxxx xxx 50% of accrued executive incentive compensation payable to Jeffxxxxx Xxxxxxxx xxxll be paid by the Company to Jeffxxxxx Xxxxxxxx. Xxe Seller shall be responsible for all payments and obligations under the EDCP and the DICP from and after the Closing.
