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EXHIBIT 10.4
SHARED SERVICES AGREEMENT
THIS SHARED SERVICES AGREEMENT, dated as of June , 1999
(this "Agreement"), by and between PECHINEY PLASTIC PACKAGING, INC., a Delaware
corporation ("Pechiney Plastics") and AMERICAN NATIONAL CAN GROUP, INC., a
Delaware corporation (the "Company").
WHEREAS, Pechiney Plastics and American National Can Company,
a Delaware corporation ("ANC"), are parties to a Contribution Agreement, dated
as of May 31, 1999, pursuant to which ANC has transferred to Pechiney Plastics
all of ANC's assets and liabilities relating to ANC's plastic packaging and tube
operations (the "Contribution");
WHEREAS, following the Contribution, and pursuant to a Stock
Purchase Agreement, dated June , 1999, ANC has transferred to Pechiney, a
corporation (societe anonyme) organized and existing under the laws of the
Republic of France, all of its interest in Pechiney Plastics (the "Separation");
WHEREAS, in conjunction with the Contribution, certain
payroll, retiree, information technology, employee benefits design and
administration, communications and legal services (all of which services
together, the "Services") that were jointly utilized by Pechiney Plastics and
ANC were transferred to Pechiney Plastics;
WHEREAS, the Company has requested the continuation of the
Services by Pechiney Plastics, from and after the date of the Separation; and
WHEREAS, subsequent to the date of this Agreement, Pechiney
Plastics is willing to provide, or to cause one or more of its divisions to
provide, to the Company the Services, each upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereto agree as follows:
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ARTICLE I
THE SERVICES
SECTION 1.01. Provision of Services. Subject to the terms and
conditions set forth in this Agreement, Pechiney Plastics shall provide, or
cause one or more of its divisions to provide, to the Company, commencing on the
date of the Separation and continuing for the Term (as hereinafter defined), the
Services, each as more particularly described in Exhibit A hereto[, in each
case, consistent with the manner and level of care and quality with which such
Services were previously provided by ANC]. The Services shall be provided on a
timely basis and meet any applicable industry standards, if industry standards
are higher than any of the foregoing performance criteria.
SECTION 1.02. Term and Termination. Pechiney Plastics shall
continue to make each Service available through the end of the Term or, if
earlier, until canceled by either the Company or Pechiney Plastics by written
notice to the other party (i) in the case of the Services relating to the
administrative of the Acxiom MIS Service Agreement, 30 days before such
cancellation is to take effect, (ii) in the case of the legal Services and the
Services relating to communications and employee benefits design, no less than
90 days before such cancellation is to take effect, or (iii) in the case of
Services relating to payroll, retiree, information technology and employee
benefits administration, 180 days before such cancellation is to take effect.
Notwithstanding the foregoing:
(a) this Agreement may be terminated:
(i) by Pechiney Plastics, at any time, not less than 60
days after delivery of notice to the Company in the event that the
Company shall have defaulted on or breached any material term of this
Agreement and shall not have cured such breach within 15 days after
receiving notice from Pechiney Plastics specifying the nature of such
default or breach; or
(ii) by the Company, at any time, not less than 60 days
after delivery of notice to Pechiney Plastics, in the event that
Pechiney Plastics shall have defaulted on or breached any material term
of this Agreement and shall not have cured such breach within 15 days
after receiving notice from the Company specifying the nature of such
default or breach.
(b) unless otherwise extended by written agreement of the
parties, this Agreement shall terminate five years from the date of
this Agreement (the "Term") and thereafter shall be of no further force
and effect, except nothing herein shall relieve any party hereto from
liability for any willful or grossly negligent breach hereof.
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SECTION 1.03. Reimbursement and Payment for Services. (a) In
full compensation for the Services, the Company shall reimburse Pechiney
Plastics for the actual costs to Pechiney Plastics of providing such Services
(except those Services that are provided on negotiated fixed amount basis in
accordance with Exhibit B, in respect of which the Company will pay Pechiney
Plastics the applicable negotiated amount) on a quarterly basis and within
thirty (30) days after receipt of Pechiney Plastics's invoice therefor. Each
invoice shall set forth the calculation of the costs upon which the amount to be
reimbursed or paid is based, broken down by the Services rendered during the
quarter to which such invoice relates. If the Company has any objection to the
amounts listed on its respective invoice, it shall nevertheless pay such invoice
in full, but may thereafter cause Pechiney Plastics's records with respect
thereto to be audited in accordance with this Section. Pechiney Plastics shall
cooperate fully in such audit by providing all appropriate records and making
its officers, employees, agents and consultants reasonably available during
regular business hours without charge to the Company, as may be reasonably
required in connection with such audit. Following such audit, the parties shall
endeavor in good faith to resolve any disagreement with respect to charges
hereunder. Upon agreement of the parties, Pechiney Plastics shall refund
promptly to the Company any amounts paid to Pechiney Plastics in excess of the
amounts required hereunder.
(b) Pechiney Plastics shall maintain separate, true and
complete books of account containing an accurate record of all data necessary
for the proper computation of all costs to be paid to Pechiney Plastics by the
Company under the terms of this Agreement.
(c) The amounts to be reimbursed or paid in respect of the
Services provided under this Agreement shall be consistent with Exhibit B to
this Agreement.
SECTION 1.04. Employees. From time to time, Pechiney Plastics
shall designate such of its employees as it sees fit to perform the Services;
provided, however, that Pechiney Plastics exercises reasonable care in the
selection of personnel and monitoring of Services.
SECTION 1.05. Software License. To facilitate the performance
by Pechiney Plastics of the Services, the Company shall cause ANC to grant to
Pechiney Plastics a royalty-free license to use in perpetuity certain software
relating to the Services, including the Retiree Administration Services
software, the Supplemental Unemployment Benefit ("SUB") software. The Company
shall also cause ANC, to the extent possible, to xxxxx Xxxxxxxx Plastics a
license to use the Xxxxxx and Fast Tax-Unix software; provided, however, that,
in such event, Pechiney Plastics shall be responsible for the performance of all
obligations, including payment of related license expenses, maintenance and
royalties, if any.
SECTION 1.06. Return of Records. In the event that any Service
is terminated pursuant to Section 1.02 of this Agreement, Pechiney Plastics
shall, within 30 days of such termination, return to the Company all documents,
materials (including copies of all licensed software) and records relating to
such terminated Services (and not used in connection with any
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continuing Service) and certify to the Company that it has complied with this
Section 1.06 in all respects.
ARTICLE II
RESPONSIBILITY
SECTION 2.01. Relationship of the Parties. Nothing in this
Agreement shall be construed as: (a) an assumption by Pechiney Plastics of any
obligation to maintain or increase the sales or profits of the Company, or
otherwise to assume responsibility for the Company's operations; (b) an
assumption by Pechiney Plastics of any financial obligation of the Company; (c)
the creation of any relationship of employment or agency between the Company and
employees or consultants of Pechiney Plastics, its subsidiaries or associated
companies; (d) an assumption by Pechiney Plastics of any responsibility for the
work performed by outside suppliers employed by the Company at the suggestion or
recommendation of Pechiney Plastics; or (e) the delegation of any function or
authority of the Company to Pechiney Plastics. In all matters relating to this
Agreement, each party hereto shall be solely responsible for the acts of its own
employees, and employees of one party shall not be considered employees of the
other party. Except as specifically permitted by this Agreement, no party hereto
or any of its employees shall have any authority to negotiate, enter into any
contract or incur any obligation, on behalf of the other party.
SECTION 2.02. Limitation of Liability. Pechiney Plastics shall
have no liability for any losses or damages that the Company may incur as a
result of the provision or non-provision of Services except to the extent caused
by the gross negligence or willful misconduct of such person. In no event shall
Pechiney Plastics, its officers, directors, employees, agents, independent
contractors, affiliates and stockholders be liable for any consequential or
special damages suffered by the Company as a result of any representations,
actions or inactions by any person or entity in respect of its obligations
hereunder.
ARTICLE III
FORCE MAJEURE
SECTION 3.01. No Default for Event of Force Majeure. No party
to this Agreement shall be considered in default in the performance of its
obligations under this Agreement or be liable in damages or otherwise for any
failure or delay in performance which is due to strikes, lockouts, concerted
acts of workers or other industrial disturbances, fires, explosions, floods or
other natural catastrophes, civil disturbance, riots or armed conflict (whether
declared or undeclared), which is beyond the control of that party (and such
event or occurrence,
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an "Event of Force Majeure"). No party to this Agreement shall be required to
make any concession or grant any demand or request to bring to an end any strike
or other concerted act of workers.
SECTION 3.02. Written Notice. A party can only claim an Event
of Force Majeure as an excuse from its performance hereunder if such claiming
party has given written notice to the other party of such claim and if the
claiming party makes a continuing and good faith effort to lessen or avoid the
effects of such event of force majeure on the other party. Notwithstanding any
other provision of this Agreement, a claiming party shall be liable for such
failure or delay in the performance of its obligations to the extent that such
failure or delay was caused by the fault or negligence of the claiming party.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.
SECTION 4.02. Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given or
made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by courier service, by telecopy or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 4.02):
(a) if to Pechiney Plastics:
Pechiney Plastic Packaging, Inc.
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopy No.:
Attention: Vice President - Services Group
(b) if to the Company:
American National Can Group, Inc.
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
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Telecopy No.: (000) 000-0000
Attention: Executive Vice President - Administration
SECTION 4.03. Confidentiality Statement. (a) Each party
agrees to maintain, and to cause its Affiliates, representatives and agents to
maintain, in strict confidence, all plans, trade secrets, business arrangements,
and other proprietary information of the other party which is disclosed pursuant
to this Agreement. Violation by either party, or its Affiliates, representatives
or agents, of the foregoing provision shall entitle the other party to an
injunction or restraining order. For purposes of this Agreement, "Affiliate"
shall mean, with respect to either party, any other person or entity that
directly, or indirectly, through one or intermediaries, controls, is controlled
by, or is under common control with, such party. Notwithstanding the foregoing,
the other party shall be permitted to disclose the terms of this Agreement to
its accountants and attorneys for proper business purposes and to third parties
as required by law including legal disclosure obligations under foreign, state
or federal securities laws. the remedies stated in this paragraph are in
addition to and not exclusive of other remedies available at law or in equity.
the restrictions and obligations imposed by this section of the Agreement shall
continue in full force and effect for a period of two years from the date of
termination of this Agreement.
(b) The obligations of this section shall not apply to
confidential information that the recipient (the Company or Pechiney Plastics,
as the case may be) can demonstrate:
(1) is or becomes available to the public through no breach of
this Agreement;
(2) is received from a third party free to disclose such
information without restriction;
(3) is independently developed by the recipient without the
use of confidential information of the disclosing party (the Company or
Pechiney Plastics, as the case may be);
(4) is approved for release by written authorization of the
disclosing party, but only to the extent of such authorization;
(5) is required by law or regulation to be disclosed, but only
to the extent and for the purpose of such required disclosure, and only
if such party uses reasonable efforts to obtain assurances that
confidential treatment will be accorded such information; or
(6) is required to be disclosed in response to a valid order
of a court or other governmental body, but only to the extent of and
for the purpose of such order and only if the recipient first notifies
the disclosing party of the order and permits the disclosing party
reasonable opportunity to intervene or to seek a protective order
against disclosure, and
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only if such party uses reasonable efforts to obtain assurances that
confidential treatment will be accorded such information.
SECTION 4.04. Public Announcements. Except as required by
law, governmental regulation or by the requirements of any securities exchange
on which the securities of a party hereto are listed, no party to this Agreement
shall make, or cause to be made, any press release or public announcement in
respect of this Agreement or the transactions contemplated hereby or otherwise
communicate with any news media without the prior written consent of the other
party, and the parties shall cooperate as to the timing and contents of any such
press release or public announcement.
SECTION 4.05. Headings. The descriptive headings contained in
this Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.
SECTION 4.06. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
SECTION 4.07. Entire Agreement. This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written and
oral, with respect to the subject matter hereof.
SECTION 4.08. Assignment. This Agreement shall not be
assigned without the express written consent of the other party (which consent
may be granted or withheld in the sole discretion of such party) except that any
party hereto may assign its rights hereunder to an Affiliate of such party;
provided, however, that any such assignment shall not relieve the assigning
party of its obligations hereunder.
SECTION 4.09. No Third Party Beneficiaries. This Agreement
shall be binding upon and inure solely to the benefit of the parties hereto and
their permitted assigns and nothing herein, express or implied, is intended to
or shall confer upon any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
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SECTION 4.10. Relationship of the Parties. The parties hereto
are independent contractors and no party is an employee, partner or joint
venturer of the other party. Under no circumstances shall any of the employees
of either party hereto be deemed to be employees of the other party for any
purpose. No party shall have the right to bind the other party to any agreement
with a third party or to represent itself as a partner or joint venturer of the
other party.
SECTION 4.11. Amendment. This Agreement may not be amended or
modified except by an instrument in writing signed by, or on behalf of, each of
the parties.
SECTION 4.12. Governing Law. This Agreement shall be governed
by the laws of the State of Illinois. All actions and proceedings arising out of
or relating to this Agreement shall be heard and determined in any state or
federal court sitting in the City of Chicago, County of Xxxx, Illinois, and the
parties hereto hereby irrevocably submit to the exclusive jurisdiction of such
courts in any such action or proceeding and irrevocably waive any defense of an
inconvenient forum to the maintenance of any such action or proceeding.
SECTION 4.13. Counterparts. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
SECTION 4.14. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or equity.
SECTION 4.15. Waiver of Jury Trial. Each of the parties
hereto irrevocably and unconditionally waives trial by jury in any legal action
or proceeding relating to this Agreement or the transactions contemplated hereby
and for any counterclaim therein.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective authorized signatory thereunto duly
authorized as of the date first above written.
PECHINEY PLASTIC PACKAGING, INC.
By:
-------------------------------------------
Name:
Title:
AMERICAN NATIONAL CAN GROUP, INC.
By:
-------------------------------------------
Name:
Title:
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EXHIBIT A
PAYROLL SERVICES
- HOURLY PAYROLL
- Prepare weekly hourly paychecks and direct deposits
- Prepare weekly SUB paychecks
- Seal, sort and overnight mail weekly hourly paychecks and
direct deposits
- Seal and mail SUB paychecks
- Notify bank of direct deposit files to be transferred
- Transmit bank recon files
- Transmit G/L data
- Transmit A/P data
- Process and Transmit Vanguard data
- Organize A/P checks and detail for Credit Unions, and
Garnishments
- Set up deduction detail for Credit Union, direct deposit, tax
and garnishment changes
- Support SUB process, i.e., spay forms for SUB recipients from
inactive plant locations
- Provide support for manual and factory fund check requests
- Provide system detail for payroll records -- time records,
deductions/taxes, register and labor detail
- Prepare special payrolls for bonuses, retro overtime
adjustments or as needed
- Process COLA changes
- Interface Kronos rate changes into Xxxxxx
- Provide assistance for special requests
- Coordinate U.S. savings bond deductions and purchases
- Provide W2s and Statements of Earnings annually
- SALARY PAYROLL
- Prepare semimonthly paycheck and direct deposits
- Process overtime detail
- Audit payroll maintenance generated by the plants and business
unit HR groups
- Reconcile outstanding payroll checks
- Provide net and direct deposit control totals for bank account
funding
- Support G/L inquiries regarding payroll entries
- Provide earnings information for mortgage inquiries and
garnishment orders
- Issue stop payments
- Seal, sort and overnight mail semimonthly paychecks and direct
deposits
- Notify bank of direct deposit files to be transferred
- Transmit bank recon files
- Transmit G/L data
- Transmit A/P data
- Process and transmit Vanguard and Metpay data
- Organize A/P checks and detail for Credit Unions, and
Garnishments
- Set up deduction detail for Credit Union, direct deposit, tax
and garnishment changes
- Provide support for manual check requests
- Provide system detail for payroll records -- deductions/taxes,
and register detail
- Prepare special payrolls for bonuses or as needed
- Coordinate U.S. savings bond deductions and purchases
- Provide assistance for special requests
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- Provide W2s, Statements of Earnings, and other year end
processing annually
- PAYROLL TAX
- Set up new accounts with key third party vendors-- MetLife for
sick pay, Cendant for relocation, and Xxxxx for unemployment
services
- Prepare and submit tax deposits (electronic and check) as
required by federal, state and local statutes for both Active
and Pension payrolls
- Prepare and submit tax reports as required by federal, state,
and local statutes for both Active and Pension payrolls
- Prepare and file successor statements with annual
reconciliations for all federal, state and local tax
jurisdictions for Active and Pension payrolls
- Prepare and submit new hire detail as required by law
- Prepare and submit state unemployment insurance detail
- Provide assistance for special requests
- Maintain deferred incentive compensation account and required
payouts
- Provide assistance to Pechiney and Xxxxxx Xxxxxxxx for current
and former Expats and Inpats
- Allocate Pension trust fund expense by IRS plan to Benefit
Accounting
- SYSTEMS SUPPORT
- Restructure Xxxxxx system to meet requirements of new
organization
- Provide Xxxxxx system security support
- Develop and provide Impromptu or special non-Xxxxxx generated
reports for Payroll and Benefit related areas
- Provide XXXXXX and Impromptu system support
-- PENSION PAYROLL
- Prepare monthly pension paychecks and direct deposits
- Prepare quarterly medicare paychecks and direct deposits
- Seal, sort and mail monthly and quarterly paychecks and direct
deposits
- Process reimbursements for overpayments due to deaths
- Provide support for pension correspondence
- Reconcile outstanding payroll checks
- Provide net and direct deposit control totals for bank account
funding
- Issue stop payments
- Reconcile PBI audit
- Process deaths and earnings changes
- Notify bank of direct deposit files to be transferred
- Transmit bank recon files
- Prepare G/L detail
- Transmit A/P data
- Process and transmit Metpay data
- Organize A/P checks and detail for Garnishments
- Set up earnings and deduction detail for new hires, medical,
insurance, direct deposit, tax and garnishment
changes
- Provide support for manual check requests
- Maintain 800 line telephone support for pension payroll
activity
- Provide system detail for payroll records -- deductions/taxes,
and register detail.
- Provide assistance for special requests
- Provide 1099Rs and other year end processing annually
X-0
00
X-0
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EMPLOYEE BENEFITS DESIGN AND ADMINISTRATION
- Negotiate benefit program vendor contracts
- Monitor benefit vendor performance and assessment of penalties
- Provide monthly benefit program eligibility tapes to vendors
- Annual HMO premium solicitation and rate negotiation
- Annual Salaried Open Enrollment
- PBGC premium submission
- IRS Form 5500 submission
- SAR distribution
- Annual accounting audit of benefit plans
- Annual pension valuation and FAS 106 Valuation
- Nondiscrimination testing for qualified retirement plans
- 401(k) compliance admin - (including < $5,000 report, age 65+ report,
loan defaulting, and outstanding check reports)
- Maintain health plan account structures
- Maintain Intranet HR Home Page and Xxxxxx SEA
- Maintain remote record storage
- Provide advice regarding legislative changes
- Provide assistance regarding benefit changes, as requested
- Maintain salaried plan documents and SPDs
- Provide leadership in the development of strategic initiatives, cost
management opportunities, benefit design and new program development to
ensure benefit programs support business plans and employee needs
- Develop benefit communications for new plans and programs -- employees
and retiree groups C Conclude benefit study analysis for ANCG and
recommend benefit design changes in response to study and competitive
practice
- Provide guidance on task force formation to address employee issues
generated from focus group feedback on "non-traditional" benefits, such
as work/life balance, flexibility, wellness and prevention, etc.
- Develop and execute legal plan amendments in conjunction with ERISA
counsel for all pension, welfare, and non-qualified plans.
- Provide services to the Retirement Board on ERISA matters, formal claim
appeals and plan change proposals
- Develop strategy for OPEB expense reduction and changes in Medicare
Choice legislation
- Recommend annual modifications to retiree medical coverage, including
interpretation and application of terms of ACPI lawsuit settlement
- Assist with formation of FAS-106 assumptions and predictions for annual
valuation
- Develop and provide detailed medical expense reports and analysis
through IHIS system
- Transmission of data to/from XXXXXX and Vanguard (401(k))
- Data from XXXXXX to calculate Discretionary/Forfeiture calculation
- RAS & XXXXXX data provided to actuaries for Pension and OPEB valuations
- Pension payroll register data reconciled for funding of monthly benefit
payments
- Welfare plan headcount data for 5500 and 990 preparation
- SUB payroll register data reconciled to fund weekly benefit payments
- XXXXXX data to facilitate COBRA notice preparation
- FSA payroll deduction data on cartridge and hard copy to be sent to
benefit provider
- XXXXXX data to facilitate HMO invoice preparation
- Provide Widows Xxxxxxxx data
- Provide monthly and annual medical and life insurance deduction reports
X-0
00
X-0
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RETIREE SERVICES
- Medicare Risk HMO program
- Provide pension estimates for salaried and hourly employees
- Process salaried and hourly employee retirements
- Provide all salaried and hourly retiree administration and customer
service support
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INFORMATION TECHNOLOGY SERVICES
- Administer and monitor the services provided via the Acxiom MIS
Services Agreement
- Ensure Acxiom maintains contractual commitments
- Establish and monitor service level agreements
- Administer and allocate contract payments in accordance with
Exhibit B S Monitor outsourcing audit issues
- Attend monthly status meetings to identify and resolve issues
- Scope of services includes:
- UNIX based client/server technical support and operations
- Mainframe technical support, scheduling and production
control
- Voice and Data communications administration
- LAN and WAN technical support
- MIS Customer Service, Help Desk and Procurement Services
- Administer and monitor MIS services provided by other external vendors
including:
- EXEC PC repair services - DecisionOne
- Office automation software support - CompuCom
- EXEC voice communication services - AT&T, US Sprint, Ameritech,
ISI & Communitech
- Mainframe processing for legacy systems - Acxiom
Note: All may become mirrored or unique agreements
- Provide the necessary MIS support and development activities for shared
Information Systems
- Project management, administration and control
- Job scheduling
- Online/batch processing support (7x24 coverage)
- Software upgrades and releases
- System interfaces
- Security
- Reporting tools and distribution
- WEB and Workflow applications
- Other MIS related activities
- Administer and provide HR user support for the Xxxxxx XX/Benefits
system
- Guide HR users applying MIS solutions to solve problems,
increase productivity and exploit business opportunities.
- Provide ongoing support and assistance to the Xxxxxx
XX/Benefits system users. Assist users in maintaining data
integrity and monitor system execution and maintenance.
- Coordinate and supervise the transfer of Xxxxxx XX/benefits
data to all third party service providers or internally, as
required.
- Maintain system administration and security for the Xxxxxx
system (including the intranet/internet/web based Self Evident
Application product) and the Impromptu reporting tool.
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COMMUNICATIONS SERVICES
- EXTERNAL COMMUNICATIONS
- Strategy and Plan Development
- Media Relations
- Investor Relations and Financial Communications
- INTERNAL COMMUNICATIONS
- Strategy and Plan Development
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LEGAL SERVICES
- Representation of ANCG and predecessors ANC, ACPI, and NCC et al. in
owned and third party environmental Superfund, toxic tort,
environmental contribution matters, asbestos claims and suits, RCRA,
and other environmental legacy problems funded out of environmental
reserve.
- Selection and management of outside counsel as necessary to perform the
services named in preceding bullet.
- Representation of ANC and other predecessors in "legacy" matters,
particularly as they relate to the former food metal and glass
operations, but including any other discontinued operation, and again,
selection and management of outside counsel as necessary to perform
these services. These subject matters include but are not limited to
employment and benefits claims, contract disputes, real estate
transactions, collection matters, and insurance coverage.
- Reports to ANCG management, auditors, and others concerning any legal
matter for which representation is provided.
- Responses to subpoenas relating to any "legacy" matter.
- Maintain records relating to the legal activities performed for ANCG.
- Review, approve and arrange for payments to Superfund PRP groups, case
settlements, outside counsel, witnesses, and other consultants, for
legacy matters.
- Provide other legal services as requested by ANCG lawyers.
- Provide legal advice, counsel an assistance with respect to the
following:
- the design, implementation and administration of employee
benefit plans and programs, including qualified and
non-qualified retirement plans and executive compensation
plans cafeteria plans, retiree health and welfare benefit
plans and the trust agreements related thereto; including the
drafting of plan documents, summary plan descriptions and
other employee communications.
- the development, implementation and administration of HR
policy in light of laws affecting employment and benefits such
as ADEA, COBRA, the Uniform Services Employment and
Reemployment Rights Act, the Family Medical Leave Act, Health
Insurance Portability and Accountability Act of 1996, etc.
- the preparation of employee benefit matters related to labor
negotiations and with respect to contract administration
issues including labor arbitrations.
- changing employee benefit plans and programs and HR policies
as changes in the law, labor negotiations or organizational
developments dictate.
- the merge or termination employee benefit plans and programs.
- the submission of requests for Internal Revenue Service
approval of employee benefit plans where plan qualification is
required.
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- the negotiation of service carriers/provider contracts related
to the operation of employee benefit plans and programs.
- the negotiation of investment management contracts related to
the investment of trust assets associated with employee
benefit plans and programs.
- the exercise of management statutory fiduciary obligations,
delegations of authority, prohibit transactions, proposed and
investments and techniques for liability limitation.
- legal compliance, reporting and disclosure requirements
related to employee benefit plans and programs including
discrimination testing issues, and securities law registration
requirements applicable to employee benefits plans and
programs.
- the resolution of employee benefit claims.
- litigation matters involving employee benefit plans and other
Human Resource issues as well as fiduciary suits.
- the preparation and drafting of employment and severance
agreements.
- the ERISA covenants in corporate financing arrangements and
employee benefit plan audit issues.
- employee benefit plans and other Human Resource issues
associated with plant shutdowns, work force reductions,
outsourcing and reorganizations, acquisitions and
divestitures.
- multiemployer plan withdrawal liability issues.
- Represent management before the National and all District offices of
the Internal Revenue Service, the Department of Labor and the Pension
Benefit Guaranty Corporation with respect to requests for information,
audits and other legal matters.
- Monitor and where appropriate, participate in the formation of
regulatory policy by governmental agencies which affect employee
benefit plans and programs; provide legal advise with respect to the
development of regulatory policy and the potential for impact on
business operations relating to regulatory changes and assist Human
Resources identify employee benefit planning opportunities related
thereto.
- Keep management, human resource personnel and business operations
counsel current on significant Human Resource legal issues, including
changes in the law that affect the design or administration of an
employee benefit plan or program.
Design, develop and conduct benefit plan seminars/programs where
appropriate.
A-10
