Form Of Employee Matters Agreement Sample Contracts

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JBG SMITH Properties – Form of Employee Matters Agreement by and Between Vornado Realty Trust, Vornado Realty L.P., Jbg Smith Properties and Jbg Smith Properties Lp (January 24th, 2017)

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Lamb Weston Holdings, Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT Between CONAGRA FOODS, INC. And LAMB WESTON HOLDINGS, INC. Dated as of [ , 2016] (October 5th, 2016)

EMPLOYEE MATTERS AGREEMENT, dated as of [ , 2016] (this Employee Matters Agreement), between ConAgra Foods, Inc., a Delaware corporation (ConAgra), and Lamb Weston Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of ConAgra (SpinCo or Lamb Weston).

Hilton Worldwide, Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT by and Among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as of , 2016 (September 16th, 2016)

This EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of , 2016, is by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK), Hilton Grand Vacations Inc., a Delaware corporation (HGV) and, solely for purposes of Section 18, Hilton Domestic Operating Company Inc., a Delaware corporation and subsidiary of HLT (OpCo). Each of HLT, PK, HGV and, solely for purposes of Section 18, OpCo, is sometimes referred to herein as a Party and collectively, as the Parties. Capitalized terms used and not defined herein shall have the meaning set forth in the Distribution Agreement (as defined below) or in Section 1 below.

Hilton Grand Vacations Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT by and Among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as of , 2016 (September 16th, 2016)

This EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of , 2016, is by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK), Hilton Grand Vacations Inc., a Delaware corporation (HGV) and, solely for purposes of Section 18, Hilton Domestic Operating Company Inc., a Delaware corporation and subsidiary of HLT (OpCo). Each of HLT, PK, HGV and, solely for purposes of Section 18, OpCo, is sometimes referred to herein as a Party and collectively, as the Parties. Capitalized terms used and not defined herein shall have the meaning set forth in the Distribution Agreement (as defined below) or in Section 1 below.

Lamb Weston Holdings, Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT Between CONAGRA FOODS, INC. And LAMB WESTON HOLDINGS, INC. Dated as of [ , 2016] (September 16th, 2016)

EMPLOYEE MATTERS AGREEMENT, dated as of [ , 2016] (this Employee Matters Agreement), between ConAgra Foods, Inc., a Delaware corporation (ConAgra), and Lamb Weston Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of ConAgra (SpinCo or Lamb Weston).

Versum Materials, LLC – Form of Employee Matters Agreement (August 26th, 2016)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) dated as of [*], 2016, is by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (Air Products) and VERSUM MATERIALS, a Delaware corporation (Versum). Party or Parties means Air Products or Versum, individually or collectively, as the case may be.

Vertiv Co. – Form of Employee Matters Agreement Dated as of [*], 2016 by and Between Emerson Electric Co. And Vertiv Co. (June 17th, 2016)

EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2016 (this Agreement), between EMERSON ELECTRIC CO., a Missouri corporation (Emerson), and VERTIV CO., a Delaware corporation (Vertiv).

Ingevity Corp – Form of EMPLOYEE MATTERS AGREEMENT (April 4th, 2016)

This Employee Matters Agreement (this "Agreement"), dated as of [___], 2016, with effect as of the Effective Time (as defined below), is entered into by and between WestRock Company, a Delaware corporation ("Parent"), and Ingevity Corporation, a Delaware corporation ("SpinCo," and together with Parent, the "Parties").

ASB Hawaii, Inc. – Form of Employee Matters Agreement (April 1st, 2016)

This EMPLOYEE MATTERS AGREEMENT (this "Agreement"), dated as of [*], 2016, is entered into by and between Hawaiian Electric Industries, Inc., a Hawaii corporation ("HEI"), and ASB Hawaii, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HEI ("ASB Hawaii"). HEI and ASB Hawaii are sometimes referred to herein individually as a "Party," and collectively as the "Parties."

Fortive Corp – FORM OF EMPLOYEE MATTERS AGREEMENT by and Between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [*], 2016 (March 4th, 2016)

This EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of [*], 2016, is entered into by and between Danaher Corporation, a Delaware corporation (Danaher), and Fortive Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (Fortive). Party or Parties means Danaher or Fortive, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation and Distribution Agreement, shall have the meaning set forth in Section 1.1.

Armstrong Flooring, Inc. – Form of Employee Matters Agreement by and Between Armstrong World Industries, Inc. And Armstrong Flooring, Inc. Dated as of [Date] (March 1st, 2016)

This EMPLOYEE MATTERS AGREEMENT, dated as of [DATE] (this Agreement), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (AWI), and Armstrong Flooring, Inc., a Delaware corporation (AFI).

GCP Applied Technologies Inc. – Form of Employee Matters Agreement by and Among W. R. Grace & Co., W. R. Grace & Co.--Conn., and Gcp Applied Technologies Inc. Dated as of [*], 2016 (December 22nd, 2015)

THIS EMPLOYEE MATTERS AGREEMENT, dated as of [*], 2016 (this "Agreement"), is by and among W. R. Grace & Co., a Delaware corporation ("Grace"), W. R. Grace & Co.--Conn., a Connecticut corporation ("Grace Conn"), and GCP Applied Technologies Inc., a Delaware corporation ("GCP"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Separation and Distribution Agreement (as defined below).

Match Group, Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT by and Between IAC/INTERACTIVE/CORP and MATCH GROUP, INC. Dated as of [ ], 2015 (November 2nd, 2015)

This Employee Matters Agreement (this Agreement), dated as of [ ], 2015, with effect as of the Effective Time, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (IAC), and Match Group, Inc., a Delaware corporation (Match, and together with IAC, the Parties).

SPX FLOW, Inc. – Form of EMPLOYEE MATTERS AGREEMENT by and Between SPX CORPORATION and SPX FLOW, INC. (August 19th, 2015)

THIS EMPLOYEE MATTERS AGREEMENT (this Agreement), is entered into as of [*], 2015 by and between SPX Corporation, a Delaware corporation (SPX or Infrastructurco), and SPX FLOW, Inc., a Delaware corporation (Flowco) (each a Party and together, the Parties).

PJT Partners Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT by and Among THE BLACKSTONE GROUP L.P. BLACKSTONE HOLDINGS I L.P., NEW ADVISORY GP L.L.C., PJT PARTNERS INC., PJT PARTNERS HOLDINGS LP, PJT CAPITAL LP, and PJT MANAGEMENT, LLC, Dated as of , 2015 (August 12th, 2015)

This Employee Matters Agreement (this Agreement) is dated as of , 2015, by and among (i) The Blackstone Group L.P., a Delaware limited partnership (BX), (ii) Blackstone Holdings I L.P., a Delaware limited partnership (Blackstone Holdings and together with BX, collectively, the Blackstone Parties), (iii) New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Blackstone Holdings (Original PJT GP), (iv) PJT Partners Inc., a Delaware corporation (PJT HoldCo), (v) PJT Partners Holdings LP (PJT LP), a Delaware limited partnership wholly-owned by Blackstone Holdings and certain of its Affiliates (as limited partners) and Original PJT GP (as general partner), (vi) PJT Capital LP, a Delaware limited partnership (PJTC), and (vii) PJT Management, LLC, a Delaware limited liability company and the general partner of the PJTC (PJTM). Each of the Blackstone Group and the PJT Group (as defined in the Separation Agreement) are sometimes referred to herei

Care Capital Properties, Inc. – Form of Employee Matters Agreement by and Between Ventas, Inc. And Care Capital Properties, Inc. Dated as of , 2015 Employee Matters Agreement (July 30th, 2015)

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of , 2015, is by and among VENTAS, INC., a Delaware corporation (Ventas), and CARE CAPITAL PROPERTIES, INC., a Delaware corporation (SpinCo and together with Ventas, each a Party and collectively, the Parties).

Madison Square Garden Co – Form of Employee Matters Agreement (July 24th, 2015)

THIS EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of [ ], 2015, is by and between The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware corporation (MSG Networks), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Networks (Spinco, and, together with MSG Networks, each, a Party and collectively, the Parties).

Care Capital Properties, Inc. – Form of Employee Matters Agreement by and Between Ventas, Inc. And Care Capital Properties, Inc. Dated as of , 2015 Employee Matters Agreement (July 15th, 2015)

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of , 2015, is by and among VENTAS, INC., a Delaware corporation (Ventas), and CARE CAPITAL PROPERTIES, INC., a Delaware corporation (SpinCo and together with Ventas, each a Party and collectively, the Parties).

Exterran Corp – Form of Employee Matters Agreement by and Between Exterran Holdings, Inc. And Exterran Corporation (July 9th, 2015)

This Employee Matters Agreement (the Agreement) is entered into effective as of [ * ], 2015, by and between Exterran Holdings, Inc. (to be renamed Archrock, Inc.), a Delaware corporation (RemainCo), and Exterran Corporation, a Delaware corporation and wholly owned subsidiary of RemainCo (SpinCo), each a Party and together, the Parties. Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in Article I.

PayPal Holdings, Inc. – Form of Employee Matters Agreement by and Between Ebay Inc. And Paypal Holdings, Inc. Dated as of [*], 2015 (May 14th, 2015)

This EMPLOYEE MATTERS AGREEMENT, dated as of [*], 2015 (this Agreement), is by and between eBay Inc., a Delaware corporation (eBay), and PayPal Holdings, Inc., a Delaware corporation (PayPal).

Babcock & Wilcox Enterprises, Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT Between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. Dated as Of (May 6th, 2015)

This EMPLOYEE MATTERS AGREEMENT is entered into as of , 2015 between The Babcock & Wilcox Company, a Delaware corporation (RemainCo), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (SpinCo). RemainCo and SpinCo are sometimes referred to herein, individually, as a Party, and, collectively, as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

Baxalta Inc – Form of Employee Matters Agreement by and Between Baxter International Inc. And Baxalta Incorporated Dated as of [], 2015 Employee Matters Agreement (April 10th, 2015)

This EMPLOYEE MATTERS AGREEMENT dated as of [], 2015, is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (Baxter), and BAXALTA INCORPORATED, a Delaware corporation (Baxalta).

FORM OF EMPLOYEE MATTERS AGREEMENT by and Among DANAHER CORPORATION, POTOMAC HOLDING LLC and NETSCOUT SYSTEMS, INC. Dated as Of (December 3rd, 2014)

This Employee Matters Agreement (this Agreement) is dated as of [], 201[], by and among Danaher Corporation, a Delaware corporation (Danaher), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (Newco), and NetScout Systems, Inc., a Delaware corporation (NetScout) (each a Party and together, the Parties).

Potomac Holding LLC – FORM OF EMPLOYEE MATTERS AGREEMENT by and Among DANAHER CORPORATION, POTOMAC HOLDING LLC and NETSCOUT SYSTEMS, INC. Dated as Of (December 3rd, 2014)

This Employee Matters Agreement (this Agreement) is dated as of [], 201[], by and among Danaher Corporation, a Delaware corporation (Danaher), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (Newco), and NetScout Systems, Inc., a Delaware corporation (NetScout) (each a Party and together, the Parties).

California Resources Corp – [Form Of] Employee Matters Agreement by and Between Occidental Petroleum Corporation and California Resources Corporation Dated as of , 2014 (August 20th, 2014)

This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of [*], 2014, is by and between Occidental Petroleum Corporation, a Delaware corporation (OPC), and California Resources Corporation, a Delaware corporation and wholly-owned Subsidiary of OPC (CRC). OPC and CRC are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 2.1.

Seventy Seven Energy Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT Between CHESAPEAKE ENERGY CORPORATION and SEVENTY SEVEN ENERGY INC. Dated as of June [ ], 2014 (June 13th, 2014)

THIS EMPLOYEE MATTERS AGREEMENT (this Agreement) dated as of June [ ], 2014 is by and between Chesapeake Energy Corporation., an Oklahoma corporation (CHK) and Seventy Seven Energy Inc., an Oklahoma corporation (SSE). CHK and SSE are sometimes referred to herein, individually, as a Party, and, collectively, as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

Form of Employee Matters Agreement by and Between Simon Property Group, Inc. Simon Property Group, L.P. Washington Prime Group Inc. And Washington Prime Group, L.P. Dated as of , 2014 Employee Matters Agreement (April 21st, 2014)

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of , 2014, is by and among SIMON PROPERTY GROUP, INC., a Delaware corporation (SPG), SIMON PROPERTY GROUP, L.P., a Delaware limited partnership (SPG L.P.), WASHINGTON PRIME GROUP INC., an Indiana corporation (WPG) and WASHINGTON PRIME GROUP, L.P., an Indiana partnership (WPG L.P. and together with SPG, SPG L.P. and WPG, each a Party and collectively, the Parties).

Science Applications International Corp – FORM OF EMPLOYEE MATTERS AGREEMENT by and Between SAIC, INC. And SAIC GEMINI, INC. Dated as Of (August 20th, 2013)

THIS EMPLOYEE MATTERS AGREEMENT, dated as of , 2013, is entered into by and between SAIC, Inc., a Delaware corporation (SAIC or Leidos), that will be known as Leidos Holdings, Inc. following the Distribution and SAIC Gemini, Inc., a Delaware corporation (New SAIC). Leidos and New SAIC are also referred to in this Agreement individually as a Party and collectively as the Parties.

FTD Companies, Inc. – [FORM OF] EMPLOYEE MATTERS AGREEMENT by and Between UNITED ONLINE, INC. And FTD COMPANIES, INC. Dated as Of (July 1st, 2013)
Murphy – [FORM OF EMPLOYEE MATTERS AGREEMENT] by and Between MURPHY OIL CORPORATION and MURPHY USA INC. Dated as of [ ], 2013 (June 28th, 2013)

EMPLOYEE MATTERS AGREEMENT (the Agreement) dated as of [], 2013, between Murphy Oil Corporation, a Delaware corporation (Murphy Oil) and Murphy USA Inc., a Delaware corporation (Murphy USA).

Form of Employee Matters Agreement (December 28th, 2012)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) dated as of [], 201[], is by and among PFIZER INC., a Delaware corporation (Pfizer) and ZOETIS INC., a Delaware corporation (the Company). Pfizer and the Company are sometimes referred to herein individually as a Party and collectively as the Parties.

Form of Employee Matters Agreement by and Between Abbott Laboratories and Abbvie Inc. Dated as of [*], 2012 (October 23rd, 2012)

This EMPLOYEE MATTERS AGREEMENT dated as of [*], 2012, is by and between ABBOTT LABORATORIES, an Illinois corporation (Abbott), and ABBVIE INC., a Delaware corporation (AbbVie).

FORM OF EMPLOYEE MATTERS AGREEMENT by and Between THE WILLIAMS COMPANIES, INC. And WPX ENERGY, INC. Dated as Of (November 23rd, 2011)

EMPLOYEE MATTERS AGREEMENT, dated as of (the Employee Matters Agreement), by and between The Williams Companies, Inc., a Delaware corporation (WMB), and WPX Energy, Inc., a Delaware corporation (WPX), which Employee Matters Agreement shall become effective at the same time as the Separation Agreement (as defined below).

Lone Pine Resources Inc. – FORM OF EMPLOYEE MATTERS AGREEMENT BY AND AMONG FOREST OIL CORPORATION, CANADIAN FOREST OIL LTD., AND LONE PINE RESOURCES INC. Dated as of , 2011 (April 8th, 2011)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) is entered into on , 2011, by and among Forest Oil Corporation, a New York corporation (Forest), Canadian Forest Oil Ltd., an Alberta corporation (CFOL), and Lone Pine Resources Inc., a Delaware corporation (Lone Pine). Capitalized terms used herein (other than the formal names of Forest Benefit Plans (as defined below)) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.

Madison Square Garden – FORM OF EMPLOYEE MATTERS AGREEMENT by and Between CABLEVISION SYSTEMS CORPORATION and MADISON SQUARE GARDEN, INC. Dated as of , 2010 (January 11th, 2010)

THIS EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of , 2010, is by and between Cablevision Systems Corporation, a Delaware corporation (CVC), and Madison Square Garden, Inc., a Delaware corporation and an indirect subsidiary of CVC (MSG, and, together with CVC, each, a Party and collectively, the Parties).