RMT Partner definition
Examples of RMT Partner in a sentence
Effective as of no later than the Distribution Time (or, if later, the end date of the applicable benefits coverage pursuant to the Transition Services Agreement), RMT Partner or SpinCo shall, or shall cause one of their Affiliates to, adopt or designate flexible reimbursement account plans in which Continuing Employees shall be eligible to participate (the “SpinCo Reimbursement Account Plan”).
With respect to any Transferred Director, RMT Partner shall provide compensation in respect of the Transferred Director’s service on the Board of Directors of RMT Partner following the Distribution Time (including equity award grant and cash fees in respect of any partial year of service) in accordance with RMT Partner’s director compensation program as in effect from time to time and the Company shall not have any responsibility for any such payments.
RMT Partner agrees to file or have on file the appropriate registration statements at or promptly following the Effective Time with respect to the shares of RMT Partner Common Stock issuable in respect of the RMT Partner SAR Awards and RMT Partner TVU Awards granted in conversion of Company Awards pursuant to this Section 4.01.
Each Party shall permit the other Party and RMT Partner reasonable access to its Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.
Notwithstanding anything to the contrary in this Section 4.01(a), the exercise price, the number of shares of RMT Partner Common Stock underlying each RMT Partner SAR Award and the terms and conditions of exercise of such awards shall be determined in a manner consistent with the requirements of Section 409A of the Code.
RMT Partner shall pay fees to Transferred Directors in respect of the quarter in which the Distribution Time occurs; provided that the Company shall pay RMT Partner an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to the Company on and prior to the Distribution Time as soon as practicable following the Distribution Time.
Without limiting the generality of the foregoing provisions of this paragraph, RMT Partner shall make an employer contribution to each participant under the SpinCo Deferred Compensation Plan at the same time (around February or March 2027) and in the same amount as such contribution would have been made in respect of 2026 under the Company Deferred Compensation Plan had such participant remained employed by the Company through the date of such contribution.
In respect of the portion of the RMT Partner performance period following the Distribution Date, each SpinCo Group Employee shall participate in incentive plans made available to similarly situated employees of RMT Partner, with the same target bonus opportunity as such SpinCo Group Employee’s Cash Incentive Award in effect as of the Distribution Date, prorated for the portion of the RMT Partner performance year from the Distribution Date to the end of the RMT Partner performance year.
Without limiting the generality of the foregoing or of Section 2.02, the Company and its Affiliates (prior to the Closing) and RMT Partner and its Affiliates (on and after the Closing) shall take such actions as are necessary to ensure that terms and conditions of employment for SpinCo Group Employees located in jurisdictions outside of the United States are sufficient to avoid triggering severance, termination indemnities or other similar payments or benefits in connection with the Transactions.
The Parties agree that the Specified Intercompany Agreements are being maintained in effect solely to facilitate the Specified Intercompany Agreement Purpose, and each of SpinCo and RMT Partner does hereby remise, release and forever discharge the Company and the members of the Company Group from any liability under the Specified Intercompany Agreements.