Common use of Xxxxxxx Deferred Compensation Plans Clause in Contracts

Xxxxxxx Deferred Compensation Plans. (a) Effective as of the Distribution Date, the active participation of each Veralto Employee who is a participant in a Xxxxxxx Deferred Compensation Plan shall cease, and effective no later than the date of such cessation, Veralto shall or shall cause a member of the Veralto Group to have in effect one or more non-qualified deferred compensation plans for the benefit of each Veralto Employee (each, a “Veralto Deferred Compensation Plan”) with terms that are substantially similar to those provided to the applicable Veralto Employee under the Xxxxxxx Deferred Compensation Plan(s) immediately prior to the date on which the Veralto Deferred Compensation Plan(s) become effective. Effective as of the Distribution Date, (x) each Veralto Employee who is a participant in a Xxxxxxx Deferred Compensation Plan shall become a participant in an Veralto Deferred Compensation Plan and (y) Veralto shall or shall cause a member of the Veralto Group to fully perform, pay and discharge all obligations of the Xxxxxxx Deferred Compensation Plans relating to the accounts of the Veralto Employees transferred to an Veralto Deferred Compensation Plan; provided that for purposes of the Veralto Deferred Compensation Plans, (i) any account balances transferred from the Xxxxxxx Deferred Compensation Plans that are payable in shares of Xxxxxxx Common Stock (A) shall be payable in cash to the extent such account balances (or portion thereof) become payable in accordance with the terms applicable to such account balances prior to the Distribution Date and (B) shall be payable in shares of Veralto Common Stock in accordance with the terms applicable to such account balances on and following the Distribution Date, (ii) any account balances transferred from the Xxxxxxx Deferred Compensation Plans that were credited with earnings based on a rate of return relating to notional shares of Xxxxxxx Common Stock shall instead be credited with earnings based on a rate of return relating to notional shares of Veralto Common Stock on and following the Distribution Date, and (iii) effective as of the Distribution Date, notional shares of Xxxxxxx Common Stock and any shares of Xxxxxxx Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of Xxxxxxx Common Stock were Xxxxxxx Time-Based Restricted Stock Units).

Appears in 2 contracts

Samples: Employee Matters Agreement (Danaher Corp /De/), Employee Matters Agreement (Veralto Corp)

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Xxxxxxx Deferred Compensation Plans. (a) Effective as of the Distribution Plan Transition Date, the active participation of each Veralto Envista Employee who is a participant in a Xxxxxxx Deferred Compensation Plan shall cease, and effective no later than the date of such cessation, Veralto Envista shall or shall cause a member of the Veralto Envista Group to have in effect one or more non-qualified deferred compensation plans for the benefit of each Veralto Envista Employee (each, a “Veralto Envista Deferred Compensation Plan”) with terms that are substantially similar to those provided to the applicable Veralto Envista Employee under the Xxxxxxx Deferred Compensation Plan(s) immediately prior to the date on which the Veralto Envista Deferred Compensation Plan(s) become effective. Effective as of the Distribution Plan Transition Date, (x) each Veralto Envista Employee who is a participant in a Xxxxxxx Deferred Compensation Plan shall become a participant in an Veralto Envista Deferred Compensation Plan and (y) Veralto Envista shall or shall cause a member of the Veralto Envista Group to fully perform, pay and discharge all obligations of the Xxxxxxx Deferred Compensation Plans relating to the accounts of the Veralto Envista Employees transferred to an Veralto Envista Deferred Compensation Plan; provided that for purposes of the Veralto Envista Deferred Compensation Plans, (i) any account balances transferred from the Xxxxxxx Deferred Compensation Plans that are payable in shares of Xxxxxxx Common Stock (A) shall be payable in cash to the extent such account balances (or portion thereof) become payable in accordance with the terms applicable to such account balances prior to the Distribution Disposition Date and (B) shall be payable in shares of Veralto Envista Common Stock in accordance with the terms applicable to such account balances on and following the Distribution Disposition Date, (ii) any account balances transferred from the Xxxxxxx Deferred Compensation Plans that were credited with earnings based on a rate of return relating to notional shares of Xxxxxxx Common Stock (A) shall continue to use such basis during the period commencing on the Plan Transition Date and ending on the day that is immediately prior to the Disposition Date, and (B) shall instead be credited with earnings based on a rate of return relating to notional shares of Veralto Envista Common Stock on and following the Distribution Disposition Date, and (iii) effective as of the Distribution Disposition Date, notional shares of Xxxxxxx Common Stock and any shares of Xxxxxxx Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of Xxxxxxx Common Stock were Xxxxxxx Time-Based Restricted Stock Units).

Appears in 2 contracts

Samples: Employee Matters Agreement (Envista Holdings Corp), Employee Matters Agreement (Envista Holdings Corp)

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Xxxxxxx Deferred Compensation Plans. (a) Effective as of the Distribution Date, the active participation of each Veralto Employee who is a participant in a Xxxxxxx Deferred Compensation Plan shall cease, and effective no later than the date of such cessation, Veralto shall or shall cause a member of the Veralto Group to have in effect one or more non-qualified deferred compensation plans for the benefit of each Veralto Employee (each, a “Veralto Deferred Compensation Plan”) with terms that are substantially similar to those provided to the applicable Veralto Employee under the Xxxxxxx Deferred Compensation Plan(s) immediately prior to the date on which the Veralto Deferred Compensation Plan(s) become effective. Effective as of the Distribution Plan Transition Date, (x) each Veralto Employee who is a participant in a Xxxxxxx Deferred Compensation Plan shall become a participant in an Veralto Deferred Compensation Plan and (y) Veralto shall or shall cause a member of the Veralto Group to fully perform, pay and discharge all obligations of the Xxxxxxx Deferred Compensation Plans relating to the accounts of the Veralto Employees transferred to an Veralto Deferred Compensation Plan; provided that for purposes of the Veralto Deferred Compensation Plans, (i) any account balances transferred from the Xxxxxxx Deferred Compensation Plans that are payable in shares of Xxxxxxx Common Stock (A) shall be payable in cash to the extent such account balances (or portion thereof) become payable in accordance with the terms applicable to such account balances prior to the Distribution Date and (B) shall be payable in shares of Veralto Common Stock in accordance with the terms applicable to such account balances on and following the Distribution Date, (ii) any account balances transferred from the Xxxxxxx Deferred Compensation Plans that were credited with earnings based on a rate of return relating to notional shares of Xxxxxxx Common Stock shall instead be credited with earnings based on a rate of return relating to notional shares of Veralto Common Stock on and following the Distribution Date, and (iii) effective as of the Distribution Date, notional shares of Xxxxxxx Common Stock and any shares of Xxxxxxx Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of Xxxxxxx Common Stock were Xxxxxxx Time-Based Restricted Stock Units).

Appears in 2 contracts

Samples: Employee Matters Agreement (Veralto Corp), Employee Matters Agreement (Veralto Corp)

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