RemainCo shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo shall have the meaning set forth in the Preamble.
Transferred Employees has the meaning set forth in Section 6.4(a).
Welfare Plans shall have the meaning set forth in Section 3.2.4.
SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”
Transferred Employee has the meaning set forth in Section 6.01(a).
Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.
Business Employees has the meaning set forth in Section 4.10(a).
ITT has the meaning given to it in the recitals to this Framework Agreement;
Company Employee Plans has the meaning set forth in Section 3.12(a).
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
Company Plans shall have the meaning set forth in Section 3.14(a).
Company Employees shall have the meaning set forth in Section 6.10(a).
SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.
Retained Employees has the meaning set forth in Section 6.1.1.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Old Plans shall have the meaning set forth in Section 5.11(b).
Excluded Employees has the meaning set forth in Section 14.1.
Returning Employees means those persons listed in a schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any Sub-Contractor) wholly or mainly in the supply of the Services immediately before the end of the Contract Period.
Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.
Business Employee means any individual employed by Seller in or in connection with the Business.
Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.