Assumed Benefit and Compensation Arrangement definition

Assumed Benefit and Compensation Arrangement shall have the meaning set forth in Section 4.8(a).
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Assumed Benefit and Compensation Arrangement means any (i) Benefit and Compensation Arrangement or portion thereof that is sponsored, entered into or maintained by any Transferred Entity under which a Transferred Entity has any current or future obligation that is assumed by Buyer or one of its Affiliates pursuant to Section 9.02(j), (ii) employment agreement, offer letter or similar individual Contract that is assumed by Buyer or one of its Affiliates pursuant to Section 9.01(f) and (iii) 2009 Long-Term Incentive Award assumed by Buyer pursuant to Section 9.02(b), in each case, as identified on Section 3.14(a)(ii) of the Seller Disclosure Schedule.
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Examples of Assumed Benefit and Compensation Arrangement in a sentence

  • Buyer shall, and shall cause its Affiliates to, assume and honor the terms of each Assumed Benefit and Compensation Arrangement and all obligations thereunder.

  • Each Assumed Benefit and Compensation Arrangement is maintained exclusively for the benefit of Xxx Xxxxxx Business Employees or former employees of a Transferred Entity.

  • For the avoidance of doubt, neither Buyer nor any of its Affiliates (including, after the Closing Date, the Transferred Entities) shall assume any Liability or obligation of Seller or any of its Affiliates under any Benefit and Compensation Arrangement that is not an Assumed Benefit and Compensation Arrangement pursuant to Buyer’s assumption of the Transferred Employee Agreements.

  • Each Assumed Benefit and Compensation Arrangement and each material Foreign Benefit Plan is separately identified on Section 3.14(a)(ii) and Section 3.14(a)(iii), respectively, of the Seller Disclosure Schedule.

  • Notwithstanding the foregoing, nothing contained herein shall prohibit Buyer, the Transferred Entities or any of their respective Affiliates from terminating or amending any particular Assumed Benefit and Compensation Arrangement after the Closing Date in accordance with the terms of such arrangement and applicable Law.

  • No condition exists that would prevent any Assumed Benefit and Compensation Arrangement from being merged, amended or terminated in accordance with its terms and applicable Law.

  • For the avoidance of doubt, each such assumed Transferred Employee Agreement shall be an Assumed Benefit and Compensation Arrangement for all purposes under this Agreement including Buyer’s obligation to, and to cause its Affiliates to, honor such Transferred Employee Agreement in accordance with its terms pursuant to Section 9.02(j).

Related to Assumed Benefit and Compensation Arrangement

  • Deferred Compensation Plan means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

  • Compensation and Benefit Plans has the meaning set forth in Section 5.03(m)(i).

  • Compensation Arrangement means any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

  • Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

  • Deferred Compensation Award means an award of Stock Units granted to a Participant pursuant to Section 11 of the Plan.

  • Compensation Plans shall have the meaning set forth in Section 3.8(b).

  • Foreign Benefit Arrangement means any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to by any Credit Party or any of its Subsidiaries.

  • Compensation and Benefits Programs means all compensation and benefit plans, policies, and programs of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and the employees, former employees and retirees of their subsidiaries, including all savings plans, retirement plans, health care plans, disability plans, and incentive plans, deferred compensation plans, and life, accidental death, and dismemberment insurance plans.

  • Qualified Benefit Plan has the meaning set forth in Section 3.20(c).

  • Nonqualified deferred compensation plan means a compensation plan described in Section 3121(v)(2)(C) of the Internal Revenue Code.

  • Incentive Compensation Plans means annual incentive compensation plans and long‑term incentive compensation plans of the Company, which long‑term incentive compensation plans may include plans offering stock options, restricted stock and other long‑term incentive compensation.

  • Nonqualified Deferred Compensation Rules means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

  • Business Benefit Plan means each Benefit Plan that is contributed to, sponsored, maintained or entered into by Seller or a Retained Subsidiary, a Purchased Subsidiary or any Affiliate of any of them for the benefit of any Business Employee.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Health benefits plan means a benefits plan which pays or

  • Earned Compensation means any Annual Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any salary and interest accrued thereon payment of which has been deferred).

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.

  • Security Based Compensation Arrangement means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Covered benefits or “benefits” means those health care services to which a covered person is entitled under the terms of a health benefit plan.

  • Multiple employer welfare arrangement means a multiple employer welfare arrangement

  • Covered Compensation means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq.

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.