FRZ » Topics » 5.3. Employee Benefits.

This excerpt taken from the FRZ DEFA14A filed Jul 2, 2007.

5.3.         Employee Benefits.

(a)           The Parents agree that from and after the Effective Time, the Parents, the Surviving Corporation or their respective subsidiaries shall assume and honor all Company and Company Subsidiary severance and change of control plans listed in Part 2.14(b) of the Disclosure Schedule in accordance with their terms as in effect immediately before the Effective Time.  The Parents agree that, during the period ending on the first anniversary following the Closing Date, the employees of the Company or any Company Subsidiary as of the Effective Time (the “Company Employees”) will be provided with, at a minimum (i) base salary and bonus opportunities which are no less than the base salary and bonus opportunities provided by the Company and the Company Subsidiaries immediately prior to the Effective Time, and (ii) retirement and welfare benefits and perquisites (excluding equity and equity based benefits) that are no less favorable in the aggregate than those provided by the Company and the Company Subsidiaries immediately prior to the Effective Time.  Nothing herein shall be construed to prohibit, restrict or limit the Parents, the Company or any Company Subsidiary from discharging Company Employees in accordance with applicable Law in the exercise of their good faith business judgment in the operation of the business, including discharging employees in connection with business restructurings and reorganizations, store closings, individual or group performance, and the like.

(b)           For eligibility and vesting purposes under the employee benefit plans of the Parents providing benefits to any Company Employee after the Effective Time in lieu of any Company Plan in which such Company Employee participated immediately before the Effective Time (the “New Plans”), each Company Employee shall be (to the extent available at commercially reasonable cost) credited with his or her years of service with the Company or any Company Subsidiary before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service for purposes of vesting and eligibility (but not benefit accrual) under any similar Company Plans.  In addition, and without limiting the generality of the foregoing:  (i) each Company Employee who is entitled to participate in the Old Plans (defined below) shall be immediately eligible to participate, without any waiting time, in any and all New Plans; (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee (but only if and to the extent such benefits were provided under the Old Plans to such Company Employee),

35




the Parents shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and the Parents shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Company Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.  Notwithstanding the foregoing, except as provided in Section 5.3(a), the Parents, Company and the Company Subsidiaries shall have no obligation to provide any employee benefit plan or any particular employee benefit to any Company Employee and (iii) such participants shall participate in the New Plans on terms no less favorable than those offered by the Parents to their similarly situated employees, directors, and officers.  Notwithstanding the forgoing, the Parents or any of their subsidiaries may continue one or more of the Old Plans, in which case the Parents and their subsidiaries shall have satisfied their obligations hereunder with respect to the benefits so provided.

(c)           Each Company Employee shall be given credit for, and allowed to take as vacation days, under the vacation policy of the Parents, the number of vacation days accrued but not used by such Company Employee during employment with Company or any Company Subsidiary  as of the Closing Date.

(d)           On and after the Effective Time, the Parents or any subsidiary shall provide applicable notices and continuing health coverage required by Code section 4980B and ERISA sections 601-608 and the regulations thereunder (“COBRA”) for employees and former employees (and their dependents) of the Company or any Company Subsidiaries.

(e)           Notwithstanding the foregoing, except as provided in this Section 5.3, the Parents, Company and the Company Subsidiaries shall have no obligation to provide any employee benefit plan or any particular employee benefit to any Company Employee.  Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit the Parents’ or the Company’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

(f)            The Parents hereby acknowledge that the transactions contemplated by this Agreement shall constitute a “change of control” under the Company Plans, if any, and the terms of employment-related agreements, as applicable, in each case, as specifically set forth in Part 5.3(f) of the Disclosure Schedule.

This excerpt taken from the FRZ 8-K filed Jul 2, 2007.

5.3.         Employee Benefits.

(a)           The Parents agree that from and after the Effective Time, the Parents, the Surviving Corporation or their respective subsidiaries shall assume and honor all Company and Company Subsidiary severance and change of control plans listed in Part 2.14(b) of the Disclosure Schedule in accordance with their terms as in effect immediately before the Effective Time.  The Parents agree that, during the period ending on the first anniversary following the Closing Date, the employees of the Company or any Company Subsidiary as of the Effective Time (the “Company Employees”) will be provided with, at a minimum (i) base salary and bonus opportunities which are no less than the base salary and bonus opportunities provided by the Company and the Company Subsidiaries immediately prior to the Effective Time, and (ii) retirement and welfare benefits and perquisites (excluding equity and equity based benefits) that are no less favorable in the aggregate than those provided by the Company and the Company Subsidiaries immediately prior to the Effective Time.  Nothing herein shall be construed to prohibit, restrict or limit the Parents, the Company or any Company Subsidiary from discharging Company Employees in accordance with applicable Law in the exercise of their good faith business judgment in the operation of the business, including discharging employees in connection with business restructurings and reorganizations, store closings, individual or group performance, and the like.

(b)           For eligibility and vesting purposes under the employee benefit plans of the Parents providing benefits to any Company Employee after the Effective Time in lieu of any Company Plan in which such Company Employee participated immediately before the Effective Time (the “New Plans”), each Company Employee shall be (to the extent available at commercially reasonable cost) credited with his or her years of service with the Company or any Company Subsidiary before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service for purposes of vesting and eligibility (but not benefit accrual) under any similar Company Plans.  In addition, and without limiting the generality of the foregoing:  (i) each Company Employee who is entitled to participate in the Old Plans (defined below) shall be immediately eligible to participate, without any waiting time, in any and all New Plans; (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee (but only if and to the extent such benefits were provided under the Old Plans to such Company Employee),

35




the Parents shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and the Parents shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Company Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.  Notwithstanding the foregoing, except as provided in Section 5.3(a), the Parents, Company and the Company Subsidiaries shall have no obligation to provide any employee benefit plan or any particular employee benefit to any Company Employee and (iii) such participants shall participate in the New Plans on terms no less favorable than those offered by the Parents to their similarly situated employees, directors, and officers.  Notwithstanding the forgoing, the Parents or any of their subsidiaries may continue one or more of the Old Plans, in which case the Parents and their subsidiaries shall have satisfied their obligations hereunder with respect to the benefits so provided.

(c)           Each Company Employee shall be given credit for, and allowed to take as vacation days, under the vacation policy of the Parents, the number of vacation days accrued but not used by such Company Employee during employment with Company or any Company Subsidiary  as of the Closing Date.

(d)           On and after the Effective Time, the Parents or any subsidiary shall provide applicable notices and continuing health coverage required by Code section 4980B and ERISA sections 601-608 and the regulations thereunder (“COBRA”) for employees and former employees (and their dependents) of the Company or any Company Subsidiaries.

(e)           Notwithstanding the foregoing, except as provided in this Section 5.3, the Parents, Company and the Company Subsidiaries shall have no obligation to provide any employee benefit plan or any particular employee benefit to any Company Employee.  Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit the Parents’ or the Company’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

(f)            The Parents hereby acknowledge that the transactions contemplated by this Agreement shall constitute a “change of control” under the Company Plans, if any, and the terms of employment-related agreements, as applicable, in each case, as specifically set forth in Part 5.3(f) of the Disclosure Schedule.

EXCERPTS ON THIS PAGE:

DEFA14A
Jul 2, 2007
8-K
Jul 2, 2007

"5.3. Employee Benefits." elsewhere:

Kellogg Company (K)
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki