Employee Benefit Issues. 43 6.5.1 Employee Stock Ownership Plan.........................................43 6.5.2 FIRF Plan.............................................................44 6.5.3 Termination and Transfer/Merger of Plans..............................44 6.5.4 No Contract Created...................................................44 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION...........................44
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company for the benefit of any current or former employee, independent contractor, consultant, or director of the Company (each, a “Company Employee”), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the “Company Employee Plans”).
Employee Benefit Issues. 27 SECTION 6.6 Access; Cooperation...................................... 28 SECTION 6.7 MTN Minority Stockholders................................ 28
Employee Benefit Issues. Buyer shall (i) as of the ----------------------- Closing retain all of the Company's employees and permit the Company's employees who become Buyer's employees (the "Hired Employees") and the Hired Employees' dependents to participate in its employee benefit plans to the same extent as Buyer's similarly situated employees and their dependents; (ii) give each Hired Employee credit for his or her past service with the Company for purposes of eligibility to participate under its employee benefit and other plans (without limitation of the foregoing, Buyer shall retain and continue the current vesting schedule with respect to matching contributions made by the Company for the benefit of such Hired Employees prior to the Closing under the current 401(k) plans); (iii) not subject any Hired Employee to any limitations on benefits for pre-existing conditions under its employee benefit plans, including any group health and disability plans; (iv) credit each Hired Employee with the amount of vacation time accrued by him or her with the Company on or before the Closing Date; (v) credit each Hired Employee with up to five days of accrued but unused sick time; and (vi) credit each Hired Employee under any group health plan for any deductible amounts previously met by such Hired Employee as of the date of termination of his or her employment under any of the Company's group health plans (provided that, at Buyer's written request, sufficient verification is provided to Buyer as to the deductible amounts paid by the Hired Employees under the Company's group health plans).
Employee Benefit Issues. 38 6.6 Indemnification of Directors and Executive Officers............................................ 38 SECTION 7. TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION............................................... 39
Employee Benefit Issues. 56 6.3 Indemnification of Directors and Executive Officers .......................................... 56 6.4 AB ESOP. ............................................................................................................ 58 ARTICLE 7
Employee Benefit Issues. 30 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION.........................................................30
Employee Benefit Issues. 22 Section 3.13 Real Property and Personal Property Matters. 26 Section 3.14 Environmental Matters. 27 Section 3.15 Material Contracts. 27 Section 3.16 Insurance. 29 Section 3.17 Information Supplied. 29 Section 3.18 Anti-Corruption Matters. 30 Section 3.19 Fairness Opinion. 30 Section 3.20 Talents. 30 Section 3.21 Vendors. 30 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 31 Section 4.01 Organization; Standing and Power; Charter Documents; Subsidiaries. 31 Section 4.02 Capital Structure. 32 Section 4.03 Authority; Non-Contravention; Governmental Consents; Board Approval. 34 Section 4.04 SEC Filings; SEDAR Filings; Financial Statements; Undisclosed Liabilities. 36 Section 4.05 Absence of Certain Changes or Events. 38 Section 4.06 Compliance; Permits. 38 Section 4.07 Litigation. 39 Section 4.08 Brokers. 39 Section 4.09 Information Supplied. 39 Section 4.10 Ownership of Company Common Stock. 39 Section 4.11 Intended Tax Treatment. 40 Section 4.12 Merger Sub. 40 Section 4.13 Taxes. 40 Section 4.14 Absence of Certain Changes or Events. 42 Section 4.15 Anti-Corruption Matters. 42 Section 4.16 Related Person Transactions. 42 Section 4.17 Talents. 42 Section 4.18 Omitted. 43 Section 4.19 Intellectual Property. 43 Section 4.20 Employee Benefit Issues. 45 Section 4.21 Real Property and Personal Property Matters. 49 Section 4.22 Environmental Matters. 49 Section 4.23 Material Contracts. 50 Section 4.24 Insurance. 51 Section 4.25 Vendors. 52 ARTICLE V COVENANTS 52 Section 5.01 Conduct of Business of the Company. 52 Section 5.02 Conduct of the Business of Parent. 55 Section 5.03 Access to Information; Confidentiality. 56 Section 5.04 No Solicitation. 58 Section 5.05 Preparation of Company Proxy Statement and Parent Registration Statement. 60 Section 5.06 Company Stockholders Meeting. 61 Section 5.07 Parent Stockholders Meeting; Approval by Sole Stockholder of Merger Sub. 62 Section 5.08 Notices of Certain Events. 63 Section 5.09 Employees; Benefit Plans. 64 Section 5.10 Directors’ and Officers’ Indemnification and Insurance. 65 Section 5.11 Reasonable Best Efforts. 66 Section 5.12 Public Announcements. 68 Section 5.13 Anti-Takeover Statutes. 68 Section 5.14 Section 16 Matters. 68 Section 5.15 Stock Exchange Matters. 69 Section 5.16 Certain Tax Matters. 69 Section 5.17 Stockholder Litigation. 69 Section 5.18 Obligations of Merger Sub. 69 Section 5.19 Resignations; Post-Closing Directors and Officers of Parent. 70 Section 5.20 Further Assurances. 70
Employee Benefit Issues. [THIS SECTION MAY BE REVISED UPON REVIEW BY GLACIER AND ITS COUNSEL OF HUB'S EMPLOYEE BENEFIT PLANS AND ANY PROFIT SHARING PLANS].
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, incentive compensation, performance awards, stock or stock-based awards or other equity-based awards, commission, profit sharing, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant, or director of the Company or any of its Subsidiaries (each, a “Company Employee”), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the “Company Employee Plans”).
