Treatment of deferred compensation plans Sample Clauses

Treatment of deferred compensation plans. For purposes of subchapter S, an instrument, obligation, or arrangement is not outstanding stock if it— (i) Does not convey the right to vote; (ii) Is an unfunded and unsecured promise to pay money or property in the future; (iii) Is issued to an individual who is an employee in connection with the performance of services for the cor- poration or to an individual who is an independent contractor in connection with the performance of services for the corporation (and is not excessive by reference to the services performed); and (iv) Is issued pursuant to a plan with respect to which the employee or inde- pendent contractor is not taxed cur- rently on income. A deferred compensation plan that has a current payment feature (e.g., pay- ment of dividend equivalent amounts that are taxed currently as compensa- tion) is not for that reason excluded from this paragraph (b)(4).
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
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, Former Fortrea 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, Former Fortrea 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, Former Fortrea Employees and Labcorp Directors, whether earned or accrued before, on or after the Distribution Date. (b) Effective as of the Distribution Date, Fortrea or another member of the Fortrea Group will establish a deferred compensation plan with terms and features substantially similar to the Labcorp Nonqualified Deferred Compensation Plan (effective January 1, 2022) (such new plan the “Fortrea Nonqualified Deferred Compensation Plan”) for the benefit of Fortrea Employees and Fortrea Directors who participated in and have a notional account balance in the Labcorp Nonqualified Deferred Compensation Plan. Labcorp or another member of the Labcorp Group will assign and transfer (and Fortrea or another member of the Fortrea Group will accept) the notional account balances and related liabilities of Fortrea Employees and Fortrea Directors (as applicable) from the Labcorp Nonqualified Deferred Compensation Plan to the Fortrea Nonqualified Deferred Compensation Plan. From and after the Distribution Date, Fortrea and the Fortrea Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the Fortrea Nonqualified Deferred Compensation Plan for Fortrea Employees and Fortrea Directors, whether earned or accrued befor...
Sample 1Sample 2Sample 3See All (4)
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
Sample 1Sample 2
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.
Sample 1
Treatment of deferred compensation plans. For purposes of subchapter S, an instrument, obligation, or arrangement is not outstanding stock if it— (i) Does not convey the right to vote; (ii) Is an unfunded and unsecured promise to pay money or property in the future;
Sample 1
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, 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”).
Sample 1

Related to Treatment of deferred compensation plans

  • Deferred Compensation Plans Employees are to be included in the State of California, Department of Personnel Administration's, 401(k) and 457 Deferred Compensation Programs. Eligible employees under IRS Code Section 403(b) will be eligible to participate in the 403(b) Plan.

  • Deferred Compensation Plan Manager shall be eligible to participate in the First Mid-Illinois Bancshares, Inc. Deferred Compensation Plan in accordance with the terms and conditions of such Plan.

  • Nonqualified Deferred Compensation (a) It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). (c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive’s “Separation from Service” (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period (“Delayed Payments”) shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to Executive as soon as the 409A Deferral Period ends. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (e) Notwithstanding any other provision of this Agreement, neither Company nor its subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

  • Deferred Compensation Upon the consummation of the Initial Business Combination, the Company will cause the Trustee to pay to the Representative, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its Initial Business Combination within the time period prescribed in the Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representative and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Discount.

  • Deferred Compensation Account The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

  • Compensation Plans Following any termination of the Executive's employment, the Company shall pay the Executive all unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due.

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Compensation Benefits Etc During the Employment Period, the Manager shall be compensated as follows: (a) The Manager shall (i) receive an annual cash base salary, payable not less frequently than semi-monthly, which is not less than the annualized cash base salary payable to Manager as of the Effective Date; (ii) be entitled to at least as favorable annual incentive award opportunity under the Company's annual incentive compensation plan as he did in the calendar year immediately prior to the year in which the Change of Control Event occurs; and (iii) be eligible to participate in all of the Company's long-term incentive compensation plans and programs on terms that are at least as favorable to the Manager as provided to the Manager in the four calendar years prior to the Effective Date. (b) The Manager shall be entitled to receive fringe benefits, employee benefits, and perquisites (including, but not limited to, vacation, medical, disability, dental, and life insurance benefits) which are at least as favorable to those made generally available as of the Effective Date to all of the Company's salaried managers as a group. In addition, the Manager shall be eligible to participate in the Company's Supplemental Retirement Income Program ("SRIP"). (c) Notwithstanding any other provision of this Agreement (whether in this Section 4, in Section 6, or elsewhere), (i) the Board of Directors may authorize an increase in the amount, duration, and nature of and/or the acceleration of any compensation or benefits payable under this Agreement, as well as waive or reduce the requirements for entitlement thereto and (ii) the Company may deduct from amounts otherwise payable to the Manager such amounts as it reasonably believes it is required to withhold for the payment of federal, state, and local taxes.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs 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 incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect 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.

  • Deferred Salary Leave Plan (1) The deferred salary leave plan enables Employees to take one (1) year of leave from the Public Service and to finance this leave through a deferral of Salary in previous years. (2) Under this plan, participating Employees agree to defer a portion of their Salary for four (4) consecutive Academic Years and the Employer agrees to grant the Employee leave in the fifth year, and to use the amounts deferred in the previous four (4) years to pay the Employee's Salary during the period of the leave. Participation in the plan is subject to operational requirements. (3) During the period of leave, Employees may engage in whatever activities they wish. (4) The individual plan for each participating Employee is a six (6) Academic Year period consisting of the following: (a) The first four consecutive years during which the Employee draws 80% of Salary earned in each of the four years and defers the remaining 20%; (b) The fifth consecutive year in which the Employee takes the leave, and is paid from the amounts deferred above plus any interest earned on the deferred funds; and (c) The sixth consecutive year in which the Employee returns to employment with the Public Service of Nunavut for a minimum of one year. (5) There is no maximum number of Employees allowed to enter the plan. (6) Executive Directors ensure that approved leaves do not impair the future operation of their School Operations. (7) Employees make written application to their Executive Director. Applications should state the proposed start of the Salary deferral and the proposed period of leave. (8) The Executive Director reviews the application and the requirements of the School Operations and notifies the Employee and the respective Department of Finance, Pay and Benefits Officer at least six (6) weeks prior to the start of Salary Deferral. (9) Each participant will sign an agreement covering the details of the plan. (10) In each year of the plan preceding the period of the leave, the Employee will be paid 80% of the applicable Salary. The remaining 20% of Salary will be deferred and this amount will be retained in trust by the Employer to finance payments during the period of leave. (11) The deferred Salary will be placed in a trust fund by the Government and any returns on the investment of the trust will be used to pay the participant during the period of leave. (a) The money held in trust will be pooled with other Government funds and the Employee will be credited with the average rate of return on those funds. (b) Investments will be restricted to those eligible under Section 57(1) of the Financial Administration Act. (c) A statement of the individual's account will be provided at each anniversary of the plan. (12) During the period of leave, the participant shall receive, if on a one (1) year leave, one twenty-sixth (1/26) of the amount deferred plus any trust fund returns in each pay period, less applicable deductions. No additional payments to the participant can be made such as loans, subsidies, Allowances or Salary. (13) Income tax will be deducted in accordance with the provisions of the Income Tax Act and its Regulations. (14) During the first four (4) years of the plan, the Employer shall provide Employee benefits at a level equivalent to 100% of Salary. Benefits and premium recoveries for the period of leave will be governed by the rules for leave without pay. All benefits cease except Health Care Plan, superannuation, supplementary death benefit, disability insurance, and dental coverage. Premiums for these plans are payable by the Employee. Arrangements can be made to have deductions from pay for some of these benefits. (15) Upon return from leave, the Department will place the Employee in the position held at the commencement of the leave. (16) Returning Employees will have their qualifications re-assessed and placed on the appropriate pay scale. (17) The Employer shall cancel participation in the plan and shall refund, within 60 days, the total of the deferred Salary plus earnings from the plan if the Employee dies or employment is otherwise terminated. (18) Where operational requirements would not be met if the Employee proceeded on leave in the fifth year, or where exceptional changes in personal circumstances make the leave unfeasible, the Employer will give the Employee the choice of the following: (a) withdrawing from the plan and taking a refund of the total in the deferred salary account; or (b) deferring the period of leave to either the sixth or the seventh academic consecutive year or to some other mutually agreeable time. (19) Upon withdrawal from the plan the total in the account will be repaid to the Employee within 60 days from the notification of withdrawal.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!