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.
SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
Company PSU means any outstanding performance stock unit granted under the Stock Plans, which vests in whole or in part based on the achievement of one or more performance metrics.
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 Parent Group.
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.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
Company PSUs means any performance-based restricted stock units of the Company, whether granted pursuant to any of the Company Stock Plans or otherwise.
PSU means Public Sector Undertaking
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.
Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.
Old Plans has the meaning set forth in Section 6.8(b).
Equity Plans meanss the stock option and incentive plans adopted and maintained by the Company from time to time.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
COP means the conference of the parties to the Convention;
Unvested Company Option means any Company Option that is not a Vested Company Option.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Prior Plans means, collectively, the Company’s 2006 Long-Term Incentive Plan, as amended, 2009 Long-Term Incentive Plan, 2012 Long-Term Incentive Plan and 2013 Long-Term Incentive Plan. Awards granted under the Prior Plans continue to be governed under the terms of those Prior Plans.
Company RSU means any restricted stock unit granted under any Company Stock Plan.
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.”
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Parent Plans has the meaning set forth in Section 6.4(c).
Transferred Employee has the meaning set forth in Section 6.01(a).