Benefits and Other Matters. (a) Following the Effective Time, Parent shall, and shall cause the SBC Companies to, recognize service with the Company and any of its respective Subsidiaries which prior to the date hereof has been recognized by the Company and/or such Subsidiaries (including service with Parent or its Affiliates) prior to the Effective Time for purposes of eligibility, participation and vesting under any benefit plans of Parent or the SBC Companies in which the particular employee or former employee of the Company or its respective Subsidiaries is eligible to participate to the same extent as if such service had been rendered to Parent or any of the SBC Companies; provided, however, that the foregoing shall not result in any duplication of benefits for the same period of service. From and after the Effective Time, Parent shall, and shall cause the SBC Companies to, recognize any and all eligible out-of-pocket expenses of each employee or former employee of the Company and its Subsidiaries for purposes of determining such employee's and former employee's (including their beneficiaries and dependents) deductible and co-payment expenses under Parent or any of the SBC Companies medical benefit plans in which they are eligible to participate. Parent shall waive, or cause to be waived, and shall cause the SBC Companies to waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of the SBC Companies in which employees of Company and its Subsidiaries (and their respective eligible dependents) will be eligible to participate on or following the Effective Time to the extent such pre-existing condition limitation was waived or satisfied under the comparable plan of the Company or its Subsidiaries. Notwithstanding the foregoing, nothing in this Section 7.10 shall alter the benefits rights, obligations or status of any former SBC Company employee with respect to benefits in effect as a result of prior employment with or termination of employment with any SBC Company. (b) The Company shall take such action as is necessary to ensure that all offering periods under such Company's Stock Purchase Plan (the "SPP") shall cease effective November 15, 2001 and to terminate the SPP immediately prior to the Effective Time. Further, the Company shall take such actions as are necessary so that there are no new participants and no increases in current participant elections permitted by the SPP. (c) Parent acknowledges that the Company's Board of Directors has been considering performance-based discretionary payments in excess of the standard award (100%), as permitted under the Prodigy Employee Incentive Bonus Program (such plan, together with the Prodigy Executive Incentive Bonus Program, the "Bonus Plan"). Prior to the Effective Time, the Company shall not make any commitments with respect to discretionary payments under the Bonus Plan. Following the Effective Time, Parent commits to consider payments in excess of the standard award. Parent will cause the Company to honor the obligations under the Bonus Plan, in accordance with their terms set forth on the Company Disclosure Schedule, including consideration of discretionary payments commensurate with the Company's financial results for calendar year 2001 as compared to the Company's 2001 budget previously approved by the Company's Board of Directors. (d) The relocation policy set forth on the Company Disclosure Schedule shall continue in accordance with its terms until December 31, 2001. (e) Parent and Company agree to each designate one individual to review the employee retention needs of the Company and to determine a program for retention in a manner, form and amount that is satisfactory to Parent.
Appears in 1 contract
Benefits and Other Matters. (a) It is the specific intention of the Company and the Parent that the compensation and benefit programs (including annual and long-term incentive programs) to be provided by BPA and the BPA Companies for current and former employees of the Company will be no less favorable in the aggregate than is provided to similarly situated U.S. employees of BPA and the BPA Companies.
(b) For at least one year following the Effective Time, Parent shall provide or cause to be provided to current and former employees and directors of the Company and its Subsidiaries compensation and benefits that are at least as favorable in the aggregate (taking into account the benefits provided pursuant to this Section 7.10) as the compensation and benefits they were entitled to receive immediately prior to the Effective Time (including, without limitation, benefits pursuant to qualified and non- qualified retirement plans, savings plans, medical plans and programs, deferred compensation arrangements, incentive plans, and retiree benefit plans, policies and arrangements); provided, however, that, with respect to employees who are subject to collective bargaining, all benefits shall be provided in accordance with the applicable collective bargaining or other labor agreements; and provided, further, that all incentive, bonus and similar plans shall after the Effective Time be substantially performance-based.
(c) Parent shall cause the Company's outplacement policies and, for executives, financial counseling policies, as in effect as of the date hereof, to be maintained for two years following the Effective Time.
(d) Following the Effective Time, Parent shall, and shall cause BPA and the SBC BPA Companies to, recognize service with the Company and any of its respective Subsidiaries and any predecessor entities which prior to the date hereof has been recognized by the Company and/or such Subsidiaries and predecessor entities (including service with Parent or its Affiliatesaffiliates) prior to the Effective Time for all purposes of eligibility(including, participation without limitation, eligibility to participate, vesting, benefit accrual, eligibility to commence benefits and vesting severance) under any benefit plans of Parent BPA or the SBC BPA Companies in which the particular employee or former employee of the Company or its respective Subsidiaries is eligible to participate participates to the same extent as if such service had been rendered to Parent BPA or any of the SBC BPA Companies; provided, provided however, that the foregoing shall not result in any duplication of benefits for the same period of service. From and after the Effective Time, Parent shall, and shall cause BPA and the SBC BPA Companies to, recognize any and all eligible appropriate out-of-pocket expenses of each employee or former employee of the Company and its Subsidiaries for purposes of determining such employee's and former employee's (including their beneficiaries and dependents) deductible and co-payment expenses under Parent BPA or any of the SBC BPA Companies medical benefit plans in which they are eligible to participateplans. Parent shall waive, or cause to be waived, and shall cause BPA and the SBC BPA Companies to waive, or cause to be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent BPA or any of the SBC BPA Companies in which employees of Company and its Subsidiaries (and their respective eligible dependents) will be eligible to participate on or following the Effective Time to the extent such pre-existing condition limitation was waived or satisfied under the comparable plan of the Company or its Subsidiaries. Notwithstanding the foregoing, nothing in this Section 7.10 shall alter the benefits rights, obligations or status of any former SBC Company employee with respect to benefits in effect as a result of prior employment with or termination of employment with any SBC Company.
(be) The Company shall take such action as is necessary to ensure that all offering periods under such Company's Stock Purchase Plan (the "SPP") shall cease effective November 15, 2001 From and to terminate the SPP immediately prior to the Effective Time. Further, the Company shall take such actions as are necessary so that there are no new participants and no increases in current participant elections permitted by the SPP.
(c) Parent acknowledges that the Company's Board of Directors has been considering performance-based discretionary payments in excess of the standard award (100%), as permitted under the Prodigy Employee Incentive Bonus Program (such plan, together with the Prodigy Executive Incentive Bonus Program, the "Bonus Plan"). Prior to the Effective Time, the Company shall not make any commitments with respect to discretionary payments under the Bonus Plan. Following after the Effective Time, Parent commits to consider payments in excess of the standard award. Parent will shall honor, fulfill and discharge, or shall cause its Subsidiaries or the Company or its Subsidiaries to honor the obligations under the Bonus Planhonor, fulfill and discharge, in accordance with their terms set forth on its terms, each existing employment, change of control, severance and termination agreement between the Company Disclosure Scheduleor any of its Subsidiaries, and any officer, director or employee of such company, including consideration of discretionary payments commensurate with without limitation (i) all legal and contractual obligations pursuant to outstanding retirement plans, including, but not limited to, the Company's financial results for calendar year 2001 as compared to the Company's 2001 budget previously approved by the Company's Board of Directors.
(d) The relocation policy set forth on the Company Disclosure Schedule shall continue in accordance with its terms until December 31, 2001.
(e) Parent and Company agree to each designate one individual to review the employee retention needs of the Company and to determine a program for retention in a manner, form and amount that is satisfactory to Parent.enhanced retirement provisions contained in
Appears in 1 contract
Sources: Merger Agreement (Bp Amoco PLC)