Employee Compensation and Benefits. Notwithstanding any other provision of this Agreement, the Seller shall retain and satisfy all Liabilities for unpaid compensation and employee benefits payable to any employee of a Pershing Company in connection with the Post-Closing Retention Compensation Plan, Discretionary Payment Pool, Credit Suisse Group International Share Plan and any retention awards granted in connection with the transaction between Xxxxxxxxx Xxxxxx & Xxxxxxxx and Seller consummated on November 3, 2000, and for any other unpaid compensation and employee benefits earned by such employees prior to the Closing or as a result of or in connection with the transactions contemplated hereby (including, without limitation, retention agreements), to the extent not reflected on the Closing Balance Sheet, it being agreed that the Seller shall pay to certain employees the discretionary amounts set forth in Section 6.07 of the Disclosure Schedule. The Purchaser shall indemnify the Seller for all unpaid compensation and employee benefits payable to any employee of a Pershing Company to the extent accrued on the Closing Balance Sheet, it being understood that the reduction in force described in Section 6.07 of the Disclosure Schedule will have been effected prior to the Closing Date and accrued on the Closing Balance Sheet. For purposes of this Agreement, “Post-Closing Retention Compensation Plan” and “Discretionary Payment Pool” shall have the meanings ascribed to them in Sections 5 and 6, respectively, of the employment agreement among the Company, Credit Suisse First Boston, Inc. and Xxxxxxx Xxxxxxxxx, dated as of November 8, 2002.
Employee Compensation and Benefits. 4.1 Wages 17 4.2 Step Increment 17 4.3 PERS Pickup 17 4.4 Longevity Compensation 18 4.5 Workweek 18 4.6 Overtime, Compensatory Time, Flex Time 19 4.7 On-Call 20
Employee Compensation and Benefits. Seller hereby agrees, jointly and severally, to indemnify and hold Buyer harmless from and against any and all claims made by employees of Seller, regardless of when made, for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the extent the same are based on injury or sickness occurring prior to the Closing Date or based on employment service rendered to Seller prior the Closing Date.
Employee Compensation and Benefits. (i) For a period of at least [**] commencing on the Closing Date (the “Continuation Period”), the Buyer shall provide, or shall cause its Affiliates to provide, each Transferred Employee who remains employed by the Buyer following the Closing Date with (w) a base salary or wage rate, bonus opportunity and severance payments and benefits that are no less favorable than the base salary or wage rate (which such base salary or wage rate will be eligible for increase in accordance with the Buyer’s 2017 merit increase program), bonus opportunity (including, if applicable, a one-time bridge payment, rounded to the next $[**], in respect of the 2017 annual bonus target payable to each affected Transferred Employee on the first anniversary of such Transferred Employee’s employment with the Buyer) and severance payments and benefits that are provided by the Seller to such Transferred Employee immediately prior to the Closing Date, (x) except as agreed between the parties, at least [**] of paid vacation (it being understood that the Buyer shall accelerate its vacation benefit for 2017), (y) equity incentive compensation commensurate with industry standards and (z) subject to Section 4.7(d), other employee benefits (other than nonqualified pension benefits and deferred compensation) that are substantially comparable in the aggregate to the employee benefits provided to such Transferred Employee immediately prior to the Closing Date (other than nonqualified pension benefits and deferred compensation).
Employee Compensation and Benefits. To the best knowledge of Seller, attached hereto as Schedule 6.6.2 is a true and complete list of all current employees of Seller, and their current level of compensation, which list shall be true and correct as of the Closing Date in all material respects except for those changes specifically authorized by Section 8.1 hereof and except for the addition or removal of employees in the ordinary course.
Employee Compensation and Benefits. (i) Parent agrees that ---------------------------------- following the Effective Time, the employees of the Company and its Subsidiaries who are employed by the Surviving Corporation or its Subsidiaries ("Company ------- Employees") shall become eligible to participate in the employee benefit plans --------- and arrangements maintained by Parent or its Subsidiaries ("Parent Benefit -------------- Plans") including, without limitation, severance plans, in the same manner as similarly situated employees of Parent. Parent or its Subsidiaries shall grant the Company Employees credit for all service credited by the Company for purposes of eligibility, vesting and the determination of benefits under vacation and severance pay plans. Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employee benefit obligations to current and former employees under the Compensation and Benefit Plans in existence on the date hereof (including, without limitation, the plans and agreements listed in Section 5.1(h)(i) of the Company Disclosure Letter) and all employment or severance agreements entered into by the Company or adopted by the board of directors of the Company prior to the Effective Date; it being -- ----- understood that nothing contained herein shall limit or restrict the ability of ---------- Parent to modify or terminate any Compensation and Benefit Plan, or to merge any Compensation and Benefit Plan with any other plan, following the Effective Time.
Employee Compensation and Benefits. 12 2.14 Litigation..............................................................13 2.15 Intellectual Property...................................................13 2.16 Insurance...............................................................14
Employee Compensation and Benefits. Subject to applicable legal requirements, Parent shall take such actions as are necessary to cause the group health plan maintained by the Surviving Entity, Parent, or any of their subsidiaries, and applicable insurance carriers, third party administrators and any other third parties, to the extent such group health plan is made available to employees of the Company who accept Employment Agreements and Offer Letters with revised terms and conditions of employment from the Surviving Entity, Parent or any of their subsidiaries (each, a “Continuing Employee”), to (i) waive any evidence of insurability requirements, physical examinations requirements, waiting periods, and any limitations as to preexisting medical conditions under the group health plan applicable to such Continuing Employees and their spouses and eligible dependents (but only to the extent that such preexisting condition limitations did not apply or were satisfied under the group health plan maintained by the Company prior to the date of this Agreement) and (ii) provide such Continuing Employees with credit, for the calendar year in which the Continuing Employee is hired by the Surviving Entity, Parent or any of their subsidiaries, for the amount of any out-of pocket expenses and copayments or deductible expenses that were incurred by them during the calendar year in which the Continuing Employee is hired by the Surviving Entity, Parent or any of their subsidiaries under a group health plan maintained by the Surviving Entity, Parent or any of their subsidiaries.
Employee Compensation and Benefits. (i) GW has complied, in all material respects, with all of the terms of, and all applicable Laws in respect of, all employee compensation and benefit obligations of GW arising under or relating to each of the employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon GW (collectively referred to in this subsection as the “GW Plans”) and all GW Plans maintained by or binding upon GW are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by GW from any such regulatory authority.
Employee Compensation and Benefits. For a period commencing upon the Effective Time and continuing through the first anniversary of the Effective Time, Parent shall provide, or shall cause to be provided, to each employee of the Acquired Companies who continues to be employed by Parent or the Surviving Corporation (or any Subsidiary thereof) following the Effective Time (the “Continuing Employees”): (i) total cash compensation (including base salary or base hourly rate, as applicable, and bonus opportunities that are at least equal to the cash compensation (excluding equity-based compensation and retention benefits)) provided to such Continuing Employees immediately prior to the Effective Time and (ii) retirement benefits and health and welfare benefits at levels which are, in the aggregate, substantially comparable in the aggregate to those benefits received by such Continuing Employees immediately prior to the Effective Time (excluding any defined benefit retirement benefits or post-employment welfare benefits). Without limiting the foregoing:
