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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Date; the form and manner of such notification shall be reasonably satisfactory
to, and approved in advanced by, Seller and shall specify the terms of
employment, including compensation and all benefits relating thereto.

         (c)    Notwithstanding anything to the contrary herein, Buyer shall (i)
permit each Hired Employee to participate in Buyer's employee benefit plans and
Benefit Arrangements to the same extent as similarly situated employees of
Buyer; (ii) give each Hired Employee credit for past service with Seller
(including past service with any Affiliate of Seller) for purposes of
eligibility, and vesting and accrual under Buyer's employee benefit plans and
Benefit Arrangements (including severance benefit, if any); (iii) not subject
any Hired Employee to any waiting periods or limitations on benefits for pre-
existing conditions under Buyer's employee welfare benefit plans, within the
meaning of Section 3(1) of ERISA, including any group health and disability
plans, except to the extent such Hired Employee was subject to such limitations
under Seller's Employee Benefit Plans and except to the extent the insurer of
such employee benefit plans refuses to so provide (despite Buyer's commercially
reasonable efforts to the contrary); and (iv) credit all payments made by such
Hired Employee toward deductible, co-payment and out-of-pocket limits under
Seller's health care plans for the plan year that includes the Closing Date as
if such payments had been made for similar purposes under the health care plan
of Buyer for the plan year that includes the Closing Date.

         (d)    Buyer shall recognize the term of service with Seller or a
Seller Subsidiary of any Hired Employee in determining such employee's vacation
under Buyer's vacation plan.

         (e)    If Buyer discharges any Hired Employee without cause within 90
days after the Adjustment Time, such Hired Employee shall be entitled to
severance benefits under Buyer's severance pay plan, if any, in accordance with
the terms of such plan and counting the period of employment with Seller or a
Seller Subsidiary as employment with Buyer for purposes of calculating benefits
under any such plan. If Buyer has no severance pay plan, then the severance
benefits payable by Buyer under this subsection (e) shall be calculated in
accordance with the terms and provisions of Seller's severance plan.

         (f)    To permit Seller to make distributions to any former employee
who is a Hired Employee of the balance of such employee's 401(k) account in
Seller's tax qualified plan, if any, as soon as legally permitted, Buyer shall
cooperate with Seller by providing information reasonably requested by Seller
regarding each such employee's employment status with Buyer. Such information
shall be provided by Buyer within five business days following each such request
by Seller. To facilitate the foregoing, Buyer shall, within 90 days following
the Closing Date, include a notice in all personnel files (whether computerized
or hard copy) relating to each Hired Employee requiring the appropriate manager
or supervisor who closes such employee personnel file upon