Employee Welfare and Retirement Plans. You will, to the extent eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement plans and programs the Company provides to its executives in accordance with the terms thereof as in effect from time to time. The Company may change or terminate the benefits at any time.
Employee Welfare and Retirement Plans. Executive shall, to the extent eligible, be entitled to participate at a level commensurate with his position in all employee welfare benefit and retirement plans and programs provided by the Company to its executives in accordance with the terms thereof as in effect from time to time. Such plans and programs currently include, without limitation, the 401(k) Plan, and the group term life insurance, comprehensive health, major medical, dental and disability plans.
Employee Welfare and Retirement Plans. The Company’s existing health and dental plans and other employee welfare benefit plans shall remain in effect until at least the Effective Time. Thereafter, Transferred Employees will be integrated into Manpower’s health and dental plans and other employee welfare plans at a time determined on a plan-by-plan basis by Manpower in its sole discretion. If integration occurs during a plan year, Transferred Employees shall receive credit for co-pays, deductibles and similar limits. Until the Transferred Employees are integrated into Manpower’s plans, the respective Company plans shall remain in effect. If Manpower so requests, and as provided herein, the Company shall take the necessary and appropriate steps to terminate and/or discontinue further benefit accruals under any retirement plans of the Company, including the Company’s Supplemental Executive Retirement Plan, the Company’s Supplemental Deferred Compensation Plan and the Company’s Deferred Compensation Plan as of the Effective Time and, also, shall provide notice of cessation of such benefit accruals to affected plan participants at least 45 days in advance of the Effective Time, which notice shall satisfy applicable provisions of Section 4980F of the Internal Revenue Code (as implemented by IRS Regulation Section 54.4980F-1) and Section 204(h) of the Employee Retirement Income Security Act of 1974, as amended.
Employee Welfare and Retirement Plans. The Seller’s existing health and dental plans and other employee welfare benefit plans shall remain in effect until the Effective Time. Thereafter, Transferred Employees will be integrated into the Company’s health and dental plans and other employee welfare plans at a time determined on a plan-by-plan basis by the Company in its sole discretion. If integration occurs during a plan year, Transferred Employees shall receive credit for co-pays, deductibles and similar limits. Until the Transferred Employees are integrated into the Company’s plans, the respective Seller plans shall remain in effect. The Seller’s 401(k) plan will remain in effect after the Effective Time until the Company decides, in its sole discretion, to discontinue such plan, by freezing such plan or by merging such plan into the Company’s 401(k) plan. The Transferred Employees will be integrated into the Company’s 401(k) plan or its nonqualified supplemental executive retirement plan as soon as administratively practicable after the date the Seller’s 401(k) plan is frozen or merged, whichever may apply. The Seller’s UK Group Stakeholder Pension Scheme will remain in effect after the Effective Time until the Company decides, in its sole discretion, to discontinue such plan. EXHIBIT A FORM OF STOCKHOLDERS VOTING AGREEMENTS Attached as Exhibit 99.1 to this Form 8-K EXHIBIT 4.4 AFFILIATE LETTER Renaissance Learning, Inc. 0000 Xxxxx Xxxxxx P.O. Box 8036 Wisconsin Rapids, Wisconsin 54495-8036 Attn: Xxxx X. Xxxxxx Gentlemen: I have been advised that as of the date of this letter I may be deemed to be an “affiliate” of AlphaSmart, Inc., a Delaware corporation (“Seller”), as the term “affiliate” is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). Pursuant to the terms of the Agreement and Plan of Merger dated as of January 24, 2005 (the “Agreement”), among Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), RLI Acquisition Corp., Inc., a Delaware Corporation (“Merger Sub”), RLI Acquisition Sub, LLC, a Delaware limited liability company (the “LLC”) and Seller, Merger Sub will be merged with and into Seller (the “Step One Merger”) followed by the merger of Seller, as the surviving corporation of the Step One Merger, with and into the LLC (the “Step Two Merger,” and together with the Step One Merger...
Employee Welfare and Retirement Plans. The Company’s existing health, dental plans and other employee welfare benefit plans shall remain in effect until at least the Effective Time. Thereafter, Transferred Employees will be integrated into Parent’s health, dental and other employee welfare benefit plans at a time determined on a plan-by-plan basis by Parent in its sole discretion. If integration occurs during a plan year, Transferred Employees shall receive credit under the applicable Parent plan for co-pays, deductibles and similar expenses that have already been paid or incurred by the Transferred Employees for that plan year. If Parent so requests, the Company shall (a) take the necessary and appropriate steps to amend and terminate and/or discontinue further benefit accruals under any retirement plans of the Company and/or Company Annex II – Page 2 Subsidiaries and/or to terminate such plans, including the COMSYS 401(k) Plan and the Pure Solutions, Inc. 401(k) Plan effective as of (i) 11:59 P.M., Eastern time, on the day immediately prior to the Acceptance Date where the percentage of the outstanding shares of Company Common Stock tendered in the Offer is known to be 80% or more as of 5:00 P.M., Eastern time, on the day immediately prior to the Acceptance Date, or (ii) 11:59 P.M., Eastern time, on the day immediately prior to the Effective Time where the percentage of the outstanding shares of Company Common Stock tendered in the Offer is known to be at least 50% but less than 80% as of 5:00 P.M., Eastern time, on the day immediately prior to the Acceptance Date, (b) file a determination letter application with respect to each such retirement plan’s termination, each such application to be reviewed and approved by Parent before it is filed with the Internal Revenue Service, (c) amend such retirement plan to provide that no distribution shall be made to a participant until the IRS has issued a favorable determination letter with respect to such plan’s termination, unless a distributable event other than such plan’s termination has occurred with respect to such participant, and (d) amend any or all of the Company’s and/or the Company Subsidiaries’ employee welfare benefit plans prior to the Acceptance Date to provide that no Parent employee shall be eligible to participate in any such plan as of or after the Acceptance Date.
Employee Welfare and Retirement Plans. You will, to the extent eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement plans and programs the Company provides to its executives in accordance with the terms thereof as in effect from time to time. For the avoidance of doubt, this will include health benefits coverage to the value of USD $22,000 for the first year of employment and adjustments may be made based on additional documented increases in subsequent years.
