Service with Respect to Employee Benefit Plan Sample Clauses

The 'Service with Respect to Employee Benefit Plan' clause defines how an individual's employment service is recognized for the purposes of participation, vesting, or accrual of benefits under an employee benefit plan. Typically, this clause outlines which periods of employment count toward eligibility for benefits, such as whether prior service with an acquired company or affiliated entity is included. By clarifying what constitutes recognized service, the clause ensures fairness and consistency in benefit calculations and helps prevent disputes over employee entitlements.
Service with Respect to Employee Benefit Plan. Indemnitee’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Section 2(a)(1).
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Related to Service with Respect to Employee Benefit Plan

  • Other Employee Benefit Plans During the Employment Period, except as otherwise expressly provided herein, the Executive shall be entitled to participate in all compensation, incentive, employee benefit, welfare and other plans, practices, policies and programs and fringe benefits on a basis no less favorable than that provided to any other executive officer of the Company.

  • Employee Benefit Plans (i) For a period of one year after the Closing, Parent shall either (A) cause the Surviving Corporation to continue to sponsor and maintain the Company Benefit Plans, or (B) provide benefits to the employees of the Company who continue to be employed by the Surviving Corporation (the “Company Employees”) and their eligible dependents under employee benefit plans, programs, policies or arrangements that in the aggregate are no less favorable than those benefits provided to the Company Employees and their eligible dependents by the Company immediately prior to the Closing Date. Except to the extent necessary to avoid duplication of benefits, Parent shall recognize (or cause to be recognized) service with the Company and any predecessor entities (and any other service credited by the Company under similar benefit plans) for purposes of vesting, eligibility to participate, severance and vacation accrual under employee benefit plans or arrangements maintained by Parent, the Surviving Corporation or any subsidiary of Parent, if any, in which the Company employees are eligible to participate following the Closing. If Parent offers health benefits to the Company Employees or their eligible dependents under a group health plan that is not a Company Benefit Plan that was in effect on the Closing Date, Parent shall (x) waive any pre-existing condition exclusion under such group health plan to the extent coverage existed for such condition under the corresponding Company Benefit Plan covering such Company Employee or eligible dependent on the Closing Date and (y) credit each Company Employee and eligible dependent with all deductible payments and co-payments paid by such Company Employee or eligible dependent during the current plan year under any Company health plan covering such Company Employee or eligible dependent prior to the Closing Date for purposes of determining the extent to which any such Company Employee or eligible dependent has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health plan for such plan year. (ii) For a period of one year after the Closing Date, Parent shall cause the Company to maintain any severance pay plan, policy or agreement of the Company in effect as of the Closing Date on terms no less favorable to any person employed by the Company on the Closing Date than the terms of such plan on the date of this Agreement. Parent shall cause the Company to pay to any person employed by the Company on the Closing Date who becomes eligible to receive a severance payment under such severance pay plan or policy of the Company at any time after the Closing Date and prior to the first anniversary thereof an amount equal to the greater of (A) the severance amount payable to such employee under such severance pay plan or policy of the Company and (B) the severance amount that would be payable to a comparable employee of Parent under Parent’s severance program then in effect. (iii) After the Closing Date, Parent shall cause the Surviving Corporation to honor all obligations under all of the employment, severance, consulting and similar agreements of the Company existing on the date hereof. (iv) Nothing herein shall be construed as giving any employee of the Company any right to continued employment after the Closing Date.

  • Employee Benefit Matters (a) Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

  • Participation in Employee Benefit Plans The Executive shall be permitted during the Term, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health program, or any pension plan or similar benefit plan of the Company, which is available generally to other senior executives of the Company.

  • Employee Benefits Matters (a) Parent hereby agrees that, for a period of one year immediately following the Effective Time, it shall, or it shall cause the Surviving Corporation and its subsidiaries to provide (i) base salaries which are the same or greater than the base salaries as of the Effective Time and (ii) benefits which are substantially comparable in the aggregate to those provided to similarly situated employees of Parent or its subsidiaries. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employee or director of the Company or any Subsidiary. Notwithstanding anything herein to the contrary, no provision of this Agreement shall (i) create any right in any employee of the Company or any of the Subsidiaries to continued employment by Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation or preclude the ability of Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation to terminate the employment of any employee for any reason or (ii) require Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation to continue any employee benefit plans or prevent the amendment, modification or termination thereof after the Effective Time. (b) Employees of the Company and the Subsidiaries shall receive credit for all purposes (including, without limitation, for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits but not for purposes of benefit accruals under defined benefit pension plans) under any employee benefit plan, program or arrangement established or maintained by Parent, the Surviving Corporation or any of their respective subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (c) The parties hereto acknowledge and agree that all provisions contained in this Section 7.06 are included for the sole benefit of the respective parties hereto and shall not create any right in any other person, including, without limitation, any current or former employee of the Company or the Subsidiaries, any participant in any Plan or any beneficiary thereof.