Employee Benefit Arrangement means each agreement with the Executive to which the Company or any Subsidiary is a party, and each plan or arrangement maintained by the Company or any Subsidiary, and including any awards outstanding under any such agreement, plan, or arrangement, to the extent that such award, agreement, plan, or arrangement contains a definition of "Change in Control." However, to the extent that the Employee Benefit Arrangement provides for an award based on common stock of the Company (including, without limitation, an award of stock options or shares of restricted stock), and such Employee Benefit Arrangement provides that vesting or exercisability of such award will occur at the time of the Change in Control (rather than the occurrence of a subsequent event, such as termination of employment), the definition of "Change in Control" that is substituted for the definition in such Employee Benefit Arrangement shall be the definition of "Change in Control" set forth above, except that Section 2.3.4 shall be modified by adding, at the end of such Section, immediately prior to the word "or," the following: "provided, however, that the Change in Control shall occur three (3) business days before such tender offer is to terminate, unless the offer is withdrawn first, if the Person making the offer could own, by the terms of the offer plus any shares beneficially owned by that Person, stock with 50% or more of the combined voting power of the then Outstanding Company Voting Securities when the offer (and any subsequent offering period) terminates;"
Employee Benefit Arrangement means any employee benefit plan, program, policy, practice or other arrangement providing benefits to any current or former employee, officer or director of the Borrower or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the Borrower or any of its Subsidiaries or to which the Borrower or any of its Subsidiaries contributes or is obligated to contribute, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, restricted stock, severance, employment, change of control or fringe benefit plan, agreement, program or policy.
Employee Benefit Arrangement means: (a) any plan or arrangement providing employees, consultants, contractors or directors with any form of stock or equity options, appreciation rights, phantom interests, purchase rights or other ownership; (b) any bonus, performance or incentive compensation plan, policy, practice or arrangement providing compensation or benefits to employees, consultants, contractors or directors; or (c) any contract, policy or practice providing compensation or benefits to employees, consultants, contractors or directors that is not included in the foregoing categories or in the definition of Employee Pension Benefit Plan or Employee Welfare Benefit Plan.
Examples of Employee Benefit Arrangement in a sentence
Nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Employee Benefit Arrangement or Employment Agreement subject to its terms and applicable Law.
True and complete copies of each written U.S. Employee Benefit Arrangement and a written summary of the material terms of each oral U.S. Employee Benefit Arrangement have been provided to Purchaser by ITTI.
True and correct copies of each Employee Benefit Arrangement have been made available to Purchaser.
Each Employee Benefit Arrangement of Company is listed in Schedule 3.16.
With respect to the United States, except as disclosed on Schedule 4.13(b), each U.S. Employee Benefit Arrangement listed on Schedule 4.13(a) is in material compliance with the applicable provisions of ERISA, with its governing documents, the applicable provisions of the Code, and all other applicable laws.
More Definitions of Employee Benefit Arrangement
Employee Benefit Arrangement means any plan, scheme, arrangement or agreement under which any Long-Term Employee Benefits are provided;
Employee Benefit Arrangement has the meaning set forth in Section 5.01(e).
Employee Benefit Arrangement means, with respect to any person, any employment, consulting, independent contractor, retainer, severance or similar contract, arrangement or policy (exclusive of any such contract which is terminable within 30 days without liability), or any plan or arrangement providing for severance benefits, insurance coverage (including pursuant to any self-insured plan or arrangement), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement insurance, compensation, or benefits, in each case for the benefit of any current or former employee or independent contractor of such Person; provided, however, that the term "Employee Benefit Arrangement" shall not include any Employee Benefit Plan covered by or subject to ERISA or any other contract, arrangement, policy, plan or arrangement required to be sponsored, maintained or contributed to by applicable law (other than any domestic workers' compensation statute).
Employee Benefit Arrangement shall have the meaning set forth in Section 6.1(e). "Environmental Law" shall have the meaning set forth in Section 4.12. "ERISA" shall have the meaning set forth in Section 4.10(a). "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Funded Debt" means, in respect of the Company and its subsidiaries as of any date, all indebtedness of such person which by its terms or by the terms of any instrument or agreement relating thereto matures one 30 35 year or more from, or is directly or indirectly renewable or extendible at the option of the obligor in respect thereof to a date one year or more (including without limitation an option of such obligor under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more) from, the date of the creation thereof, and shall also include the current maturities of any such indebtedness as of such date. "GAAP" shall have the meaning set forth in Section 4.6(b). "GCL" shall have the meaning set forth in the Granting Clauses. "Governmental Entity" shall have the meaning set forth in Section 4.5(b). "HSR Act" shall have the meaning set forth in Section 4.5(b). "Hazardous Substance" shall have the meaning set forth in Section 4.12. "IRS" shall have the meaning set forth in Section 4.10(c). "Indemnified Parties" shall have the meaning set forth in Section 6.7(a). "Intellectual Property" shall have the meaning set forth in Section 4.11(c). "Interested Stockholder" shall have the meaning set forth in Section 5.6. "Lazard Freres" shall have the meaning set forth in Section 4.15. "Lien" shall have the meaning set forth in Section 4.3. "Material Adverse Effect on the Company" shall have the meaning set forth in Section 4.1. "Material Adverse Effect on Parent" shall have the meaning set forth in Section 5.1. "Merger" shall have the meaning set forth in the Granting Clauses. "Merger Price" shall have the meaning set forth in Section 2.1. "Operations" shall have the meaning set forth in Section 4.6(a). "Option" shall have the meaning set forth in Section 2.2. "Option Plan" shall have the meaning set forth in Section 2.2. "Other Filings" shall have the meaning set forth in Section 4.7. "Paying Agent" shall have the meaning set forth in Section 3.2(a). "person" shall include individuals, corporations, partnerships, trusts, other entities and groups (which term shall include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act). "Plans"...
Employee Benefit Arrangement means each agreement with the Employee to which the Company or any Affiliate is a party, and each plan or arrangement maintained by the Company or any Affiliate, and including any awards outstanding under any such agreement, plan, or arrangement, to the extent that such award, agreement, plan, or arrangement contains a definition of “Change of Control Date.” However, this paragraph (b) shall not apply with respect to stock options granted prior to the Effective Date (with the grant date determined without regard to the date of grant of any subsequent replacement awards).
Employee Benefit Arrangement means any employment, severance, or similar contract, arrangement, or policy (exclusive of any such contract, arrangement or policy which is terminable within 30 days without liability), or any plan or arrangement providing for severance benefits, insurance coverage (including pursuant to any self-insured plan or arrangement), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, fringe benefits (other than retirement benefits, deferred compensation, profit sharing and compensation benefits), sick leave, maternity, paternity, family leave or other leave, bonuses, stock options, stock appreciation rights, or other forms of incentive compensation or post-retirement insurance or welfare benefits, any employment consulting, engagement or retainer agreement, in each such case other than any Non-U.S. Employee Benefit Arrangement; (iii) "Employee Benefit Plan" has the meaning set forth in ERISA Section 3(3); (iv) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended; (v) "ERISA Affiliate" means any entity which would be treated as a single employer together with the Company and any Subsidiary under Code Section 414; (vi) "Multi-Employer Plan" has the meaning set forth in ERISA Section 3(37) or ERISA Section 4001(a)(3); (vii) "Non-U.S. Employee Benefit Arrangement" means any employment, severance, or similar contract arrangement, or policy, whether or not considered legally binding, or any plan or arrangement providing for severance benefits, insurance coverage (including pursuant to any self-insured plan or arrangement), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, fringe benefits, sick leave, maternity, paternity, family leave or other leave, retirement benefits, deferred compensation profit-sharing, bonuses, stock options, stock appreciation rights, or other forms of incentive compensation or post-retirement insurance, compensation, or benefits, any employment, consulting, engagement or retainer agreement for the benefit of non-U.S. employees, non-U.S. former employees or non-U.S. consultants; (viii) "PBGC" means the Pension Benefit Guaranty Corporation, or any successor agency ; (ix) "Prohibited Transaction" has the meaning set forth in ERISA Section 406 in Code Section 4975; and (x) "Reportable Event" has the meaning set forth in ERISA Section 4043.
Employee Benefit Arrangement shall have the meaning set forth in Section 6.1(e).