Executive Benefits and Other Benefits Clause Samples

Executive Benefits and Other Benefits. 5.1 INDIVIDUAL AGREEMENTS - ASSUMPTION OF LIABILITIES AND CONSENTS. (a) AT&T has been providing compensation and benefits, subject to reimbursement from a Wireless Services Entity, to AT&T Transferees, during the period those AT&T Transferees have been providing services on a substantially full-time basis to a Wireless Services Entity. AT&T shall continue to provide such compensation and benefits through the Disposition Date, and be entitled to reimbursement from a Wireless Services Entity, in accordance with established practice. (b) Certain plans and programs of AT&T, including but not limited to the AT&T Senior Officer Separation Plan (the "SSOSP"), the AT&T Senior Management Separation Plan (the "SMSP") and the AT&T Special Executive Separation Plan (the "SESP"), as well as certain Individual Agreements, provide for the payment of certain compensation and benefits in the event of the termination of employment of the individual covered by the terms of such plans or Individual Agreements. A termination of an AT&T Transferee's employment from AT&T in connection with or in anticipation of the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not be deemed to be a termination of employment for purposes of the SSOSP, the SMSP, the SESP or other similar plans and programs. A termination of employment from AT&T in connection with or in anticipation of the consummation of the transactions contemplated by the Separation and Distribution Agreement of an AT&T Transferee who is a party to an Individual Agreement, the obligations of which are assumed by Wireless pursuant to the provisions of Section 5.1(d) of this Agreement shall not be deemed to be a termination of employment for purposes of administering benefits under such Individual Agreement, the payment or vesting of which is conditioned upon termination of employment. (c) AT&T shall retain liabilities with respect to any Individual Deferral Agreement and with respect to any benefits which are or become payable for periods after termination of employment as a result of an AT&T Transferee's meeting the requirements of the Rule of 65. (d) Effective Immediately after the Disposition Date, except as otherwise expressly provided in Section 5.1(c), Wireless Services shall assume all liability with respect those Individual Agreements and other matters set forth on Schedule 5.1 to this Agreement in consideration of and with respect to services rendered to Wireless after t...

Executive Benefits and Other Benefits. 5.1 NCR Executive Incentive Plan and the Annual Incentive Plan. (a) Teradata Post-Effective Time Bonus Awards. Teradata shall be responsible for paying all bonus awards that otherwise would have been payable under the NCR Management Incentive Plan, the Business Performance Plan and the Sales Compensation Plan to Teradata Employees and, if and to the extent applicable, Former Teradata Employees, for the performance periods that end after the Effective Time (including, for the avoidance of doubt, any performance period for which NCR determines the level of performance for the period ending at or immediately prior to the Effective Time that is paid subsequent to the Effective Time). Teradata shall also determine for Teradata Employees and, if applicable, Former Teradata Employees (i) the extent to which established performance criteria (as interpreted by Teradata, in its sole discretion) for such periods have been met, and (ii) the payment level for each Teradata Employee and Former Teradata Employee. Teradata shall assume all Liabilities with respect to any such bonus awards payable to Teradata Employees and Former Teradata Employees for such periods. (b) NCR Bonus Awards. NCR shall be responsible for determining all bonus awards that are payable under the NCR Management Incentive Plan, the Business Performance Plan and the Sales Compensation Plan (i) to NCR Employees for the performance periods that end after the Effective Time and (ii) to NCR Employees, Teradata Employees and Former Teradata Employees for the performance periods that end on or prior to the Effective Time. NCR shall also determine for such employees (i) the extent to which established performance criteria have been met, and (ii) the payment level for each such employee. NCR shall retain all Liabilities with respect to any such bonus awards payable (i) to NCR Employees for the performance periods that end after the Effective Time and (ii) to NCR Employees, Teradata Employees and Former Teradata Employees for the performance periods that end on or prior to the Effective Time.

Executive Benefits and Other Benefits. 5.1 NCR Executive Incentive Plan and the Annual Incentive Plan. (a) Teradata Post-Effective Time Bonus Awards. Teradata shall be responsible for paying all bonus awards that otherwise would have been payable under the NCR Management Incentive Plan, the Business Performance Plan and the Sales Compensation Plan to Teradata Employees and, if and to the extent applicable, Former Teradata Employees, for the performance periods that end after the Effective Time (including, for the avoidance of doubt, any performance period for which NCR determines the level of performance for the period ending at or immediately prior to the Effective Time that is paid subsequent to the Effective Time). Teradata shall also determine for Teradata Employees and, if applicable, Former Teradata Employees (i) the extent to which established performance criteria (as interpreted by Teradata, in its sole discretion) for such periods have been met, and (ii) the payment level for each Teradata Employee and Former Teradata Employee. Teradata shall assume all Liabilities with respect to any such bonus awards payable to Teradata Employees and Former Teradata Employees for such periods.

Executive Benefits and Other Benefits