This employee matters agreement template has 8 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our employee matters agreement template:
EMPLOYEE MATTERS AGREEMENT This Employee Matters Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the "COMPANY") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the "SPINCO") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, the Company has determined that it would be appropriate, desirable and in the interest of the Company and its shareholders to separate the Transferred Businesses from the Company, pursuant to and in accordance with the previously signed Separation Agreement (the "Separation Agreement"), dated [DATE OF THE AGREEMENT], and previously signed Distribution Agreement, dated [DATE OF THE AGREEMENT], between the Company and the SpinCo and the Company; WHEREAS, certain individuals who work in or are assigned to the Transferred Businesses and are directly employed by the Company or its Affiliates will receive offers of employment from, or will otherwise become employees of the SpinCo or their Affiliates, pursuant to this Agreement, or by the operation of applicable local laws; WHEREAS, the Parties hereto wish to set forth their agreements as to certain matters regarding the treatment of, compensation and employee benefits provided to, those Former Employees of the Company or its Affiliates who become the Employees of the SpinCo or their Affiliates as described above, pursuant to the terms of this Agreement or by the operation of applicable local laws. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS The following terms shall have the following meanings: "SpinCo" refers to a type of corporate action where a company "splits off" a section as a separate business or creates a second incarnation, even if the first is still active. The Employee Matters Agreement is between the parent and a spin-off or carve-out subsidiary company regarding the assignment of employees and the allocation of responsibilities and liabilities between parent and subsidiary relating to such employees. "Affiliate" (including, with a correlative meaning, "affiliated") means, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. "Agreement" means this Employee Matters Agreement and all amendments made hereto from time to time. "Benefit Plan" means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any "employee benefit plan." "Governmental Authority" means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. "Law" means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. "Parties" has the meaning ascribed thereto in the preamble to this Agreement. "Separation Agreement" shall mean the Separation Agreement, dated [DATE OF THE AGREEMENT], which is executed by the Parties. "Welfare Plan" means a plan that provides for health, welfare, or other insurance benefits. ASSUMPTION OF LIABILITIES Except as mutually agreed in writing by the Parties from time to time, and except as expressly provided herein, effective as of the Separation Date, the SpinCo assumes and agrees to pay, perform, fulfill and discharge all of the following: all Liabilities relating to the SpinCo Transferred Employees arising out of their employment with the SpinCo and based on facts occurring on or after the Separation Date; and all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment relationship of any individual with the SpinCo after the Separation Date, which are based on facts occurring on or after the Separation Date. Except as specified otherwise in this Agreement or as otherwise mutually agreed upon by the Parties from time to time, the Company shall transfer to the SpinCo amounts equal to trust assets, insurance reserves, and other related assets, as consistent with any applicable plan transition. BENEFIT PLANS Except as otherwise explicitly provided in this Agreement or as may otherwise be provided in accordance with the Separation Agreement, as of the Local Transfer Date or such other date agreed by the Parties, each SpinCo Employee (and each of his or her respective dependents and beneficiaries) in the applicable jurisdiction shall cease active participation in, and each applicable member of the SpinCo shall cease to be a participating employer in, all Company Benefit Plans, and, as of no later than such time, the SpinCo shall have in effect such corresponding SpinCo Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement. Effective upon the Local Transfer Date or such other date agreed by the Parties, except as otherwise explicitly provided in this Agreement or a Local Agreement, (a) the SpinCo shall retain, pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities arising out of or relating to all SpinCo Benefit Plans, taking into account a corresponding assumption of Liabilities by the SpinCo Benefit Plans with respect to SpinCo Employees and Former SpinCo Employees that were originally the Liabilities of the corresponding Company Benefit Plans with respect to periods prior to the Local Transfer Date, and (b) the Company shall retain, pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities arising out of or relating to all Company Benefit Plans, taking into account the SpinCo Benefit Plan's assumption of Liabilities with respect to SpinCo Employees and Former SpinCo Employees that were originally the Liabilities of the corresponding Company Benefit Plans with respect to periods prior to the Local Transfer Date. All assets held in trust to fund the Company Benefit Plans and all insurance policies funding the Company Benefit Plans shall be Company Assets, except to the extent explicitly provided otherwise in this Agreement or a Local Agreement. PAYROLL SERVICES
