Transfer of Business to Successor Employer. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above as a result of transferring directly to employment with a successor employer in connection with transfer by the Company or Affiliate of a business operation, then any unvested RSUs shall vest as of such date. (Note that this may not apply to the transactions planned to effectuate the transformation of the Company into three public companies, as announced on November 9, 2021. Any adjustments to outstanding equity awards in connection with those transactions will be determined by the Committee and communicated at a later time.)
Age/Service Requirements – An employee who is a member of the eligible class of employees shall be eligible for participation for the purpose of the employer profit sharing provision after he has satisfied the following participation requirement(s):
Amount of Contribution – For each plan year, the employer contribution to the plan shall be the amount that is determined under the provisions of this Article; provided, however, that the employer may not make a contribution to the plan for any plan year to the extent the contribution would exceed the participants' maximum permissible amounts under Code section 415. Further, the employer contribution shall not exceed the maximum amount deductible under Code section 404, subject to the provisions for a nondeductible contribution without penalty as permitted under Code section 4972(c)(6). For this purpose, participant elective deferrals shall not be taken into account as provided under Code section 404(n).
Vesting of Employer Retirement Restoration Account. Cliff vesting shall apply to the Employer Retirement Restoration Account and, except as provided in Section 9.03, a Participant shall become fully vested in the Participant’s Employer Retirement Restoration Account upon the earliest to occur of # the date the Participant attains age 65, # the Participant’s completion of three (3) years of Vesting Service, # the Participant’s Separation from Service by reason of death, or # accelerated vesting of the Participant’s Account pursuant to Section 9.02. Prior to the first to occur of the events set forth in [subsections 7.02(a)] – (d), the Participant shall not be vested in any portion of the Participant’s Employer Retirement Restoration Account.
Forfeiture of Employer Retirement Restoration Account. If a Participant has a Separation from Service when the Participant is not vested in the Participant’s Employer Retirement Restoration Account, the balance of the Participant’s Employer Retirement Restoration Account shall be forfeited.
Absence of Conflicts; Competition with Prior Employer. Executive represents that Executive’s performance of Executive’s duties under this Agreement will not breach any other agreement as to which Executive is a party. Executive agrees that Executive has disclosed to the Company all of Executive’s existing employment and/or business relationships, including, but not limited to, any consulting or advising relationships, outside directorships, investments in privately held companies, and any other relationships that may create a conflict of interest. Executive is not to bring with Executive to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which Executive owes an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist Executive in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect Executive to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that Executive refrains from having any contact with such persons until such time as any non-solicitation obligation expires.
Company and Employer Property: Duty to Return. All Employer and Company property and assets, including but not limited to products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks, and all other like information or products, including but not limited to all copies, duplications, replications, and derivatives of such information or products, now in your possession or acquired by you while in the employ of the Employer shall be the exclusive property of the Employer and shall be returned to the Employer no later than the date of your last day of work with the Employer.
"Participating Employer" means an Employer which, with the consent of the "lead Employer" adopts the Plan pursuant to Section
No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan.
A former Employer is a "predecessor employer" with respect to a Participant in a Plan maintained by an Employer if the Employer maintains a Plan under which the Participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the Plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Regulation [Section 1.415(f)-1(b)(2)])] apply as if the Employer and predecessor
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