(3) Automatic Transfer Employees shall mean any Vontier Employee, where local employment Laws, including the Transfer Regulations, provide for an automatic transfer of such employees to a member of the Vontier Group by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement.
(4) Benefit Arrangement shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, paid or unpaid leave, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers compensation plans, policies, programs and arrangements.
(5) Board shall have the meaning set forth in the Recitals.
(6) Collective Bargaining Agreement shall mean all agreements with the collective bargaining representatives, employee representatives, trade unions, labor or management organizations, groups of employees, or works councils or similar representative bodies of Vontier Employees, including all national or sector specific collective agreements which are applicable to Vontier Employees, in each case in effect immediately prior to the date on which the applicable Vontier Employees become employed by a member of the Vontier Group, that set forth terms and conditions of employment of Vontier Employees, and all modifications of, or amendments to, such agreements and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying such agreements.
(7) Delayed Transfer Fortive Employee shall mean any Fortive Employee whose employment is determined by Fortive to not be eligible to be transferred from a member of the Vontier Group to a member of the Fortive Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Fortive Business operations in a particular jurisdiction sufficient to employ such Fortive Employee.
(8) Delayed Transfer Date shall mean the date on which it is determined by Fortive that either (i) a Delayed Transfer Vontier Employee or Delayed Transfer Fortive Employee is permitted to transfer from the Fortive Group to the Vontier Group or from the Vontier Group to the Fortive Group, respectively, in accordance with applicable Law, or (ii) the necessary business operations are set up in the relevant jurisdiction to enable employment of the Vontier Employee or Fortive Employee by the Vontier Group or Fortive Group, as applicable.
(9) Delayed Transfer Vontier Employee shall mean any Vontier Employee whose employment is determined by Fortive to not be eligible to be transferred to a member of the Vontier Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Vontier Business operations in a particular jurisdiction sufficient to employ such Vontier Employee.