Benefit Plans and Employee Matters. (a) Parent agrees that, for a period of at least one year following the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan. (b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs. (c) From and after the Effective Time, the Surviving Corporation shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter in effect immediately prior to the Effective Time that are applicable to any current or former Company Employees or directors of the Company. (d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Sl Industries Inc), Merger Agreement (Handy & Harman Ltd.)
Benefit Plans and Employee Matters. (a) Parent agrees that, for a period of at least one year following the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs.
(c) From and after the Effective Time, the Surviving Corporation shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter in effect immediately prior to the Effective Time that are applicable to any current or former Company Employees or directors of the Company.
(d) Nothing Except as specifically set forth herein, nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Partners Holdings L.P.)
Benefit Plans and Employee Matters. (a) Parent hereby agrees that, for a period of at least one year immediately following the Closing DateEffective Time, each Company Employee who continues employment with Parentit shall, or it shall cause the Surviving Corporation or any applicable Financing Subsidiary to, (i) provide each Employee of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, Company as of the Effective Time with at Parent’s election, with benefits on substantially least the same terms as level of base salary, cash incentive compensation and other cash variable compensation that was provided to each such Employee immediately prior to the Effective Time, and (ii) provide the Employees with employee benefits (other than equity-based compensation) that are no less favorable, determined in the aggregate on a Plan-by-Plan basis, than those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company Employees immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs.
(c) From and after the Effective Time, Parent shall cause the Surviving Corporation shall or any applicable Financing Subsidiary to honor, in accordance with their terms, all employment contracts, agreements, arrangements, policies, plans and severance agreements listed in Section 7.07(c) commitments of the Company Disclosure Letter as in effect immediately prior to the Effective Time that are applicable to any current or former Company Employees or directors of the Company.
(db) Nothing in this Section 7.07Employees shall receive credit for all purposes (including, whether express or impliedfor purposes of eligibility to participate, shall confer upon vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accruals under any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create defined benefit pension plan) under any employee benefit plan of the Companyplan, program or arrangement (including vacation plans, programs and arrangements) established or maintained by Parent, the Surviving Corporation or any of their respective Affiliatessubsidiaries under which each Employee may be eligible to participate on or after the Effective Time for service with the Company and any ERISA Affiliate through the Effective Time to the same extent recognized by the Company and any ERISA Affiliate under comparable Plans immediately prior to the Effective Time. Such plan, program or arrangement shall credit each such Employee for service accrued or deemed accrued on or prior to the Effective Time with the Company and any ERISA Affiliate; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit.
(c) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Parent, the Surviving Corporation or any applicable Financing Subsidiary (“Parent Welfare Benefit Plans”) in which an Employee may be eligible to participate on or after the Effective Time, Parent shall use commercially reasonable efforts, subject to applicable Law, to (a) waive, or cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each Employee under any Parent Welfare Benefit Plan to the same extent waived under a comparable Plan, and (b) provide credit to each Employee for any co-payments, deductibles and out-of-pocket expenses paid by such Employee under the Plans during the relevant plan year, up to and including the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Nuco2 Inc /Fl)
Benefit Plans and Employee Matters. (a) Parent agrees that, for a period of at least one year following the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs.
(c) From and after the Effective Time, Parent shall to the extent practicable cause the Surviving Corporation to provide employee benefits and programs to the Company's and its Subsidiaries' employees that, in the aggregate, are substantially comparable to or more favorable than those in existence as of the date hereof and disclosed in writing to Parent prior to the date hereof; provided that stock-based compensation shall be comparable, in the aggregate, to that offered by Parent and its subsidiaries generally. To the extent Parent satisfies its obligations under this Section by maintaining Company benefit plans, Parent shall not be required to include employees of the Company in Parent's benefit plans. From and after the Effective Time, Parent shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter and all severance, incentive and bonus plans as in effect immediately prior to the Effective Time Closing Date that are applicable to any current or former Company Employees employees or directors of the Company.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights and that are disclosed in the Company Disclosure Schedule.
(b) To the extent that service is relevant for purposes of eligibility, level of participation, or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create vesting under any employee benefit plan of the Companyplan, program or arrangement established or maintained by Parent, the Surviving Corporation Company or any of their respective Affiliatessubsidiaries, employees of the Company and its Subsidiaries shall be credited for service accrued or deemed accrued prior to the Effective Time with the Company or such Subsidiary, as the case may be. Under no circumstances shall employees receive credit for service accrued or deemed accrued prior to the Effective Time with the Company or such Subsidiary, as the case may be, for benefit accruals under any employee pension benefit plan (as defined by Section 3(2) of ERISA) or any retiree health plan.
(c) As soon as reasonably practicable after the Effective Time, Parent shall take whatever action is reasonably necessary to provide for a special phase under Parent's employee stock purchase plan (the "Parent ESPP") to permit those employees of the Surviving Corporation who have satisfied the eligibility requirements of the Parent ESPP to purchase Parent Common Stock under the Parent ESPP, with such phase to be operated under the terms and conditions of the Parent ESPP.
Appears in 1 contract
Samples: Merger Agreement (Medtronic Inc)
Benefit Plans and Employee Matters. (a) Parent agrees thatAs soon as administratively practicable after the Effective Time, F&M shall take all reasonable action so that employees of DELTA and its Subsidiaries who will continue to be employed after the Effective Time shall be entitled to participate in each employee benefit plan, program or arrangement of F&M and F&M Bank of general applicability (the “F&M Benefit Plans”) to the same extent as similarly-situated employees of F&M and its Subsidiaries (it being understood that inclusion of the employees of DELTA and its Subsidiaries in the F&M Benefit Plans may occur at different times with respect to different plans). F&M shall cause each F&M Benefit Plan in which employees of DELTA and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of pension benefits) under the F&M Benefit Plans, the service of such employees with DELTA and its Subsidiaries to the same extent as such service was credited for such purpose by DELTA and its Subsidiaries, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of F&M to amend or terminate any of the F&M Benefit Plans or the DELTA Benefit Plans in accordance with their terms at any time.
(b) At such time as employees of DELTA and its Subsidiaries become eligible to participate in a medical, dental or health plan of F&M or its Subsidiaries, F&M shall use its best efforts to cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of F&M, (ii) provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of at least insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under a corresponding DELTA Benefit Plan prior to the Effective Time.
(c) Effective as of no later than the day immediately preceding the Effective Time, DELTA shall provide F&M with evidence that DELTA’s profit sharing plan and its 401(k) and Employee Stock Ownership Plan (collectively the “DELTA Plans”) are in the process of being terminated pursuant to resolutions of the DELTA Board that are effective as of no later than the day immediately preceding the Effective Time, provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. The form and substance of such resolutions shall be subject to the review and reasonable and timely approval of F&M. DELTA also shall take such other actions in furtherance of terminating the DELTA Plans as F&M may reasonably require, including resolving all outstanding loans related to such Plans; provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. F&M shall, and shall cause its Affiliates to, designate a tax-qualified defined contribution plan of F&M or one year of its Affiliates that either (i) currently provides for the receipt from employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) or (ii) shall be amended as soon as practicable following the Closing DateEffective Date to provide for the receipt from the continuing DELTA employees of eligible rollover distributions. Each continuing DELTA employee who is a participant in a DELTA Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to “roll over” such account balance to an F&M plan, each Company Employee subject to and in accordance with the provisions of such plan(s) and applicable law.
(d) DELTA and F&M anticipate a retention pool will be created as necessary for certain employees of DELTA mutually deemed to be “mission critical” from the execution of this Agreement until either the Effective Time or systems conversion. Such retention pool shall be separate and distinct from the severance payments referred to in Section 6.11(e).
(e) Those employees of DELTA and its Subsidiaries who continues are not offered employment by F&M or its Subsidiaries following the Effective Time, who are not a party to an employment agreement or otherwise entitled to an existing severance package and who sign and deliver a termination and release agreement (which will be negotiated between F&M and DELTA) within 30 days of the later of (i) the Effective Time or (ii) the date such employee is presented with the termination and release agreement, shall be entitled to receive a single lump sum payment of severance in an amount to be negotiated between DELTA and F&M. Such payments will be made by F&M on the date the termination and release agreement that is executed by an employee becomes effective, which date shall be in the sole discretion of F&M. If DELTA or any of its Subsidiaries also has a severance pay plan, then any amounts paid pursuant to that plan shall reduce the amount that the employee will receive under this Section 6.11(e) and in no event shall there be any duplication of severance pay. Nothing contained in this Section 6.11(e) hereof shall be construed or interpreted to limit or modify in any way F&M’s or its Subsidiaries’ at will employment policy or provide any third party beneficiary rights to employees of DELTA or any of its Subsidiaries. In no event shall severance pay be taken into account in determining the amount of any other benefit (including but not limited to, an individual’s benefit under any retirement plan or policy). If, by reason of the controlling plan document, controlling law or otherwise, severance pay is taken into account in determining any other benefit, the severance pay otherwise payable shall be reduced by the present value of the additional benefit determined under other benefit plans attributable to the severance pay period.
(f) Each of DELTA and F&M acknowledges and agrees that all provisions contained within this Section 6.11 with respect to Employees are included for the sole benefit of DELTA and nothing contained in this Section 6.11 shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.11. Nothing contained herein (i) shall be construed to establish, amend or modify any benefit plan, program or arrangement or (ii) alter or limit the ability of F&M to amend, modify or terminate any benefit plan, program or arrangement at any time established, sponsored or maintained by F&M or any of its Subsidiaries. Each of DELTA and F&M agrees that the terms of this Section 6.11 do not and shall not create any right in any Person to continued employment with ParentDELTA, the Surviving Corporation F&M or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided or to (i) similarly situated employees of Parent any compensation or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Planbenefit.
(bg) Parent DELTA will consult in good faith with F&M regarding the nature and the Surviving Corporation shall ensure that, as content of any formal presentation of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility Transaction to participate, vesting, vacation entitlement employees of DELTA Bank as a group and severance benefits) for service with the Company will include a F&M representative in any such group presentation or any formal group meeting at which the Transaction is explained or discussed, under an arrangement that is mutually satisfactory to the parties. DELTA agrees to work in good faith with F&M to facilitate the timely and accurate dissemination of its Subsidiaries under each information to employees regarding matters related to the Transaction in such a manner as to cause minimal disruption of the comparable employee business of DELTA Bank and its relationships with its employees and to facilitate the transition of such relationships to F&M Bank. In addition, prior to making any written or oral communications to the officers or employees of DELTA Bank pertaining to compensation or benefit plansmatters that are affected by the Transaction, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes DELTA shall provide F&M with a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As copy of the Closing Dateintended communication, Parent shall, or F&M shall cause have a reasonable period of time to review and comment on the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plancommunication, and (ii) cause each Continuing Employee to be given credit under F&M and DELTA shall cooperate in providing any such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occursmutually agreeable communication.
(c) From and after the Effective Time, the Surviving Corporation shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter in effect immediately prior to the Effective Time that are applicable to any current or former Company Employees or directors of the Company.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective Affiliates.
Appears in 1 contract
Benefit Plans and Employee Matters. (a) Parent agrees The Merger Agreement provides that, for a the period commencing on the closing date of the Merger and ending on December 31, 2021 (the “Continuation Period”) or, if shorter, during the period of at least one year following continued employment of the Closing Daterelevant employee, Nestlé will cause its subsidiaries to provide to each Company Employee employee who is employed by Aimmune or its subsidiaries immediately before the closing of the Merger and who continues employment with Parent, subsidiaries of Nestlé immediately following the Surviving Corporation or any closing of their respective Subsidiaries after the Closing Date Merger (each, a “Continuing Company Employee”) shall be provided), at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees annual base salary or wage rate that is at least equal to the base salary or wage rate provided by Aimmune or any of Parent or (ii) its subsidiaries to such Continuing Company Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as closing of the Closing DateMerger, each Continuing Employee receives full credit (for all purposes, including eligibility ii) short-term target cash incentive opportunities that are at least equal to participate, vesting, vacation entitlement and severance benefits) for service with the Company target cash incentive opportunities provided by Aimmune or any of its Subsidiaries under each subsidiaries to such Company Employee immediately prior to the closing of the comparable Merger and (iii) other employee benefits (excluding equity or equity based compensation, stock purchase, defined benefit planspension, programs non-qualified deferred compensation, severance and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each retiree health or welfare benefit plan maintained benefits), Table of Contents in each case, that (together with any additional cash or other compensation of benefits provided by ParentNestlé) are substantially comparable, in the aggregate, to the employee benefits provided to the Company Employee as of immediately prior to the closing of the Merger. In addition, the Surviving Corporation Merger Agreement provides that each Company Employee will be given credit for all full or partial years of service with Aimmune and its subsidiaries and their respective predecessors performed prior to the relevant Subsidiary for closing of the benefit of any Continuing Employee, Parent shall Merger (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibleseligibility to participate and vesting under any employee benefit plan, co-payments including any 401(k) plan, or paid time off to the same extent and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which same purposes that past service was recognized for such Company Employees under the Closing Date occurs.
(c) From and after the Effective Time, the Surviving Corporation shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter comparable Aimmune benefit plans in effect immediately prior to the Effective Time closing of the Merger and (ii) for purposes of calculating any entitlement to paid time off or to such severance benefits described below. This paragraph does not require crediting of service that are would result in (i) duplication of benefits or compensation for the same period of service or (ii) service credit for benefit accruals under a defined benefit pension plan or retiree or post-termination health or welfare benefits. Nestlé has agreed that, in the event of any change in the group health benefit plans provided to Company Employees in the year in which the Merger closes or in the Continuation Period, Nestlé will, or will cause the Surviving Corporation to, cause (i) the waiver of all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to any current or former the Company Employees or directors (and their eligible, covered dependents) under any group health benefit plans in which Company Employees participate following the closing of the Company.
(d) Nothing Merger, to the extent that such conditions, exclusions or waiting periods would not apply in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant the absence of such change under the analogous Aimmune benefit plan in effect immediately prior to the closing of the Merger, and (ii) the crediting of each Company Employee (or his or her eligible, covered dependents) with any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee co-payments and deductibles paid under a group health benefit plan prior to any such change in satisfying any applicable deductible or out-of-pocket requirements after such change to the extent that such amounts were satisfied or did not apply under the analogous Aimmune benefit plan in effect immediately prior to the closing of the CompanyMerger. In addition, ParentNestlé has agreed that it will, or will cause the Surviving Corporation or its applicable subsidiaries to, honor certain employment agreements, severance agreements and offer letters set forth in the Disclosure Letter. With respect to each cash bonus or cash incentive compensation award granted or payable pursuant to Aimmune’s bonus plan in effect as of the date of the Merger Agreement (the “Bonus Plan”) (or pursuant to any cash bonus component under Aimmune’s 2015 Equity Incentive Award Plan, if applicable (the “Equity Plan Bonus Component”)), whether determined on an individual or an aggregate basis, with respect to which the performance period is the 2020 calendar year, Nestlé has agreed that Nestlé will, or will cause the Surviving Corporation or its applicable subsidiaries to, pay bonuses to all Company Employees who are eligible to receive such bonus or award, as determined based on the terms of their respective Affiliates.the Bonus Plan and Equity Plan Bonus Component as administered consistent with Aimmune’s practice prior to the closing, at no less than 80% target levels, with such bonuses to be paid at such times required under the terms of the Bonus Plan and Equity Plan Bonus Component and in accordance with Aimmune’s prior practices, but in no event later than March 15, 2021. The determination of the amount of the bonuses payable pursuant to the preceding sentence will be made after consultation with the individual serving in the most senior executive position with the Surviving Corporation after the closing of the Merger who was also a member of the executive committee of the management team of Aimmune immediately prior to the closing. Further, each of Nestlé, Aimmune and Purchaser have agreed that the assessment of Aimmune’s performance during the portion of 2020 following the closing of the Merger, and of the other elements applicable to the determination as to whether a bonus should be earned under the Bonus Plan or Equity Plan Bonus Component, as applicable, will be made in good faith and with due regard for strong performance during the portion of 2020 following the closing of the Merger. Nestlé has also agreed that, during the Continuation Period, Nestlé will, or will cause the Surviving Corporation or its applicable subsidiaries to, provide to any Company Employee whose employment is
Appears in 1 contract
Samples: Offer to Purchase (Societe Des Produits Nestle S.A.)
Benefit Plans and Employee Matters. (a) Parent agrees thatFrom and after the Transfer Closing or the Effective Time, for a period as the case may be, Purchaser shall cause the Transferred Subs to, and the Surviving Corporation and its subsidiaries shall, continue to honor, in accordance with their terms, all binding contracts, agreements, arrangements, policies, plans and commitments of at least one year following the Company and its subsidiaries as in effect immediately prior to the Transfer Closing Dateor the Effective Time, each as the case may be, that are applicable to any current or former employees or directors of the Company Employee who continues employment with Parentor any of its subsidiaries.
(b) Employees of the Company and its subsidiaries as of the Transfer Closing or the Effective Time, as the case may be (each, an "EMPLOYEE"), shall receive credit under any employee benefit plan, program or arrangement (including vacation plans, programs and arrangements) established or maintained by Purchase Sub or any of the Transferred Subs or the Surviving Corporation or any of their respective Subsidiaries after its subsidiaries, as the Closing Date (eachcase may be, a “Continuing Employee”) shall be provided, at Parent’s election, for service with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately and its subsidiaries through the Transfer Closing or the Effective Time, as the case may be. Each Employee shall retain their current credit for service accrued or deemed accrued on or prior to the Transfer Closing or the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Datecase may be, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participantsubsidiaries; provided, however, that no such crediting of service recognition shall result in not operate to duplicate any duplication benefit or the funding of benefits. As any such benefit.
(c) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Purchase Sub or any of the Closing Date, Parent shallTransferred Subs, or shall cause by the Surviving Corporation or relevant Subsidiary toany of its subsidiaries, in which an Employee may be eligible to participate on or after the Transfer Closing or the Effective Time, as the case may be, Purchaser shall provide credit to each Continuing Employee the amount of vacation time that such employee had accrued under for any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments payments, deductibles and out-of-pocket maximums as though expenses paid by such amounts had been paid in accordance with Employee under the terms Company Employee Plans during the relevant plan year, up to and conditions of including the applicable plan maintained by Parent, the Surviving Corporation Transfer Closing or the relevant SubsidiaryEffective Time, as applicable, for the plan year in which the Closing Date occurscase may be.
(cd) From and after the Transfer Closing or the Effective Time, as the case may be, Purchaser shall cause the Transferred Subs to, and the Surviving Corporation shall and its subsidiaries shall, continue to honor, in accordance with their terms, all employment and severance retention agreements listed in Section 7.07(cSECTION 5.5(D) of the Company Disclosure Letter in effect immediately prior to the Effective Time that are applicable to any current or former Company Employees or directors of the CompanySchedule.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Lone Star Steakhouse & Saloon Inc)
Benefit Plans and Employee Matters. (a) Parent agrees thatFollowing the Closing Date through December 31, for a 2022 (or, if shorter, the applicable Continuing Employee’s period of at least one year employment), New Pubco shall, and shall cause its Subsidiaries to, provide each employee who is employed by any Coyote Entity prior to the Closing and who remains so employed immediately following the Closing Date(each, a “Continuing Employee”)
(i) base salary or wages and annual and other short-term cash incentive and other bonus and commission opportunities (excluding any equity or equity-based compensation or retention and long-term incentive bonuses) that are, in each Company case, no less favorable in the aggregate than those provided to such Continuing Employee who continues employment with Parentimmediately prior to the Closing, and (ii) employee benefits (excluding any equity or equity-based benefits, retention and long-term incentive bonuses, defined benefit plan benefits and retiree health and welfare benefits) no less favorable in the Surviving Corporation aggregate than (A) those provided to such Continuing Employee by the Coyote Entities immediately prior to the Closing Date under the Coyote Benefit Plans set forth on Section 3.15(a) of the Coyote Disclosure Schedules (as such Coyote Benefit Plans may be amended or modified prior to the Closing as permitted pursuant to Section 6.01) or (B) those provided to similarly situated Roadrunner Employees.
(b) New Pubco shall, and shall cause its Subsidiaries to, as applicable, give each Continuing Employee full credit under any employee benefit plan or program made available to the Continuing Employees by New Pubco or any of their respective its Subsidiaries after following the Closing Date (each, a “Continuing EmployeeBuyer Benefit Plan”) shall be provided, at Parent’s election, for such Continuing Employees’ service with benefits on substantially any Coyote Entity for purposes of eligibility to participate and vesting to the same terms as those provided to (i) similarly situated employees of Parent or (ii) extent and for the same purpose that such Continuing Employee service was recognized by the Company any Coyote Entity immediately prior to the Effective Time. Nothing in this Agreement shall require ParentClosing Date under the similar Coyote Benefit Plan (but not, for the Surviving Corporation or avoidance of doubt, for benefit accrual purposes under any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee defined benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participantpension plan); provided, however, that no such service shall not be recognized to the extent that such recognition shall would result in any a duplication of benefits. As benefits or compensation with respect to the same period of the Closing Date, Parent service.
(c) New Pubco shall, or and shall cause the Surviving Corporation or relevant Subsidiary its Subsidiaries to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall use commercially reasonable efforts to: (i) cause credit any expenses incurred by the Continuing Employees and their eligible dependents under Coyote Benefit Plans that are group health plans in which the Continuing Employees participated immediately prior to be waived any eligibility waiting periods, any evidence the Closing during the portion of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the applicable plan year that includes prior to the Closing Date for purposes of applying toward satisfying any deductibles, co-payments and or out-of-pocket maximums as though such amounts had been paid in accordance with under the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, analogous Buyer Benefit Plans that are group health plans for the plan year in which the Closing Date occurs.
; and (cii) From and after the Effective Timewaive any waiting period, the Surviving Corporation shall honorpre-existing condition limitation, in accordance with their termsactively-at-work requirement, all employment and severance agreements listed in Section 7.07(c) or evidence of the Company Disclosure Letter in effect immediately prior to the Effective Time insurability requirement that are would otherwise be applicable to a Continuing Employee and his or her eligible dependents under any current or former Company Employees or directors of the CompanyBuyer Benefit Plan.
(d) Nothing contained in this Section 7.077.07 shall be considered or deemed to establish, whether express amend, or impliedmodify any Coyote Benefit Plan, Buyer Benefit Plan or other benefit or compensation plan, program, policy, agreement, arrangement, or contract, or create or confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties to this Agreement.
(e) Nothing contained in this Agreement shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company (i) impose an obligation on New Pubco or any of its Subsidiaries any rights or remedies, including any right to continue employment or continued employment for any specified period, of any nature or kind whatsoever. No provision Coyote Employee after the Closing Date, (ii) limit the right of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation New Pubco or any of their respective Affiliatesits Subsidiaries to terminate the employment of, or to reassign or otherwise alter the status of, any Coyote Employee after the Closing Date, or to change in any manner not inconsistent with this Section 7.06(a) the terms and conditions of the employment of any employee of any Coyote Entity after the Closing Date, (iii) require New Pubco or any of its Subsidiaries to continue any Buyer Benefit Plan or be construed to prevent, and no action by Coyote prior to the Closing Date shall limit the ability of, New Pubco or any of its Subsidiaries to terminate, amend, or modify to any extent or in any respect any Buyer Benefit Plan that New Pubco or any of its Affiliates may establish or maintain, or (iv) be construed as amending any Buyer Benefit Plan.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (R1 RCM Inc.)
Benefit Plans and Employee Matters. (a) Parent agrees thatExcept as otherwise required by applicable Law, for a period of at least one year following the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, effective as of the Closing Date, each Continuing the Seller Employees shall cease to be covered as active participants by the Seller Employee receives full credit (for all purposesPlans. Prior to the Closing, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company Buyer or any of its Subsidiaries under each Affiliate shall offer employment effective as of the comparable Closing Date to all persons employed by Seller as of the date hereof, at no less than the same level of base salary provided to each such person immediately prior to the Closing, and each such employee of Seller who accepts Buyer’s or its Affiliate’s offer of employment is hereinafter referred to as a “Transferred Employee.”
(b) Effective as of the Closing Date, Buyer or its Affiliate shall cause each Transferred Employee who was covered under any Seller Employee Plan immediately prior to the Closing Date to be covered under employee benefit plans, programs and policies of Parent, the Surviving Corporation arrangements maintained by Buyer or the relevant Subsidiary, as applicableits Affiliate (“Buyer Plans”), in which such Continuing accordance with the terms and provisions of the Buyer Plans. Buyer or its Affiliate shall recognize each Transferred Employee’s prior service that is recognized under the Seller Employee becomes a participantPlans for eligibility and vesting purposes and, in the case of vacation and severance benefits, for purposes of determining the amount of benefits; provided, however, that no such prior service recognition shall result not operate to duplicate any benefit or the funding of any such benefit.
(c) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Buyer or its Affiliate (“Buyer Welfare Benefit Plans”) in which a Transferred Employee may be eligible to participate on or after the Closing Date, Buyer shall, or shall cause its Affiliate to waive, or cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each Transferred Employee under any duplication Buyer Welfare Benefit Plan to the same extent waived under a comparable Seller Employee Plan, if any.
(d) Seller will provide the required notices under Part 6 of benefitsTitle I of ERISA (“COBRA”) to all M&A Qualified Beneficiaries (as defined in Treas. As Reg. Section 54.4980B-9, Q&A 4) and will provide coverage under COBRA to such individuals.
(e) In the event the Closing Date does not occur on the first day of a month, Seller will continue to offer medical, prescription drug, and dental benefits to the Transferred Employees who are enrolled in the Seller Employee Plans through the end of the month in which the Closing Date occurs. Effective as of the Closing Date, Parent shallany Transferred Employee who participated in xXXxX*s’ health flexible spending account plan will be considered to be a participant in the Buyer’s or its Affiliate’s health flexible spending account plan, at the level of coverage previously elected by such Transferred Employee, and health care expenses incurred by such Transferred Employee at any time after during 2008 (including claims prior to the Closing Date) shall be reimbursed (up to the amount of the Transferred Employee’s previous deferral election and reduced by amounts previously reimbursed by xXXxX*s), as provided in Schedule 6.5(e) hereto.
(f) Effective as of the Closing Date, Buyer or its Affiliate shall take all reasonable and customary action necessary or appropriate to cause Buyer’s or its Affiliate’s 401(k) Plan to recognize prior service with Seller for purposes of vesting and participation. Seller shall cause the Surviving Corporation or relevant Subsidiary to, credit account balances of the Transferred Employees under xXXxX*s’ 401(k) Plan to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan be fully vested as of the Closing Date. With respect Seller or xXXxX*s shall permit Transferred Employees to each health make a “direct rollover” of such Transferred Employees’ account balances (including loans to Transferred Employees) under xXXxX*s’ 401(k) Plan to Buyer’s or welfare benefit plan maintained by Parentits Affiliate’s 401(k) Plan. Seller acknowledges that on and after the Closing Date, the Surviving Corporation or the relevant Subsidiary for the benefit account balances of any Continuing Employee, Parent shall (iTransferred Employees held in xXXxX*s’ 401(k) cause to Plan will be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (iidistributable from xXXxX*s’ 401(k) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of Code. Neither Seller nor xXXxX*s shall place any Transferred Employee’s plan loan in default or declare a default with respect to any outstanding plan loan during the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which ninety (90)-day period following the Closing Date occurs.
(cor such shorter period requested by Buyer, so long as such Transferred Employee continues to make loan repayments when due and such Transferred Employee transfers his or her account balance under xXXxX*s’ 401(k) From and after Plan, together with the Effective Timepromissory note evidencing the plan loan, the Surviving Corporation shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter in effect immediately prior to the Effective Time that are applicable to any current Buyer’s or former Company Employees its Affiliate’s 401(k) Plan through a “direct rollover” on or directors of as soon as administratively practicable following the CompanyClosing Date.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective Affiliates.
Appears in 1 contract
Benefit Plans and Employee Matters. (a) Parent hereby agrees that, for a period commencing on the Effective Time and ending on the last day of the calendar year that includes the first anniversary of the Effective Time, it shall, or it shall cause the Surviving Corporation or its subsidiaries to, (i) provide each employee of the Company or the Company Subsidiaries as of the Effective Time (each, an "Employee"), while such Employee remains employed with the Surviving Corporation or any of its subsidiaries, with at least one year following the Closing Datesame level of base salary or wages, that was provided to each Company such Employee who continues employment immediately prior to the Effective Time, and (ii) provide the Employees with base salary, wages, cash incentive compensation, other cash variable compensation and other employee benefits (other than equity-based compensation) that are, in the aggregate, no less favorable than, at Parent's election, (A) those provided to such Employees immediately prior to the Effective Time or (B) those provided to similarly situated employees of Parent, or at Parent's election, any subsidiary of Parent.
(b) Each Employee shall receive credit for purposes of eligibility to participate, vesting, and, solely with respect to vacation, other paid time off and severance, benefit accrual (but excluding benefit accruals under any defined benefit pension plan or for any other purpose) under any employee benefit plan, program or arrangement (including vacation plans, programs and arrangements) established or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries subsidiaries under which such Employee is eligible to participate on or after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, Effective Time for service with benefits on substantially the Company and the Company Subsidiaries through the Effective Time to the same terms as those provided to (i) similarly situated employees of Parent or (ii) extent recognized for such Continuing Employee purpose by the Company or any of the Company Subsidiaries under comparable Company Employee Plans immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such crediting of service recognition shall result in not operate to duplicate any duplication benefit or the funding of benefits. As of any such benefit.
(c) With respect to the Closing Datewelfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Parent shall, or shall cause the Surviving Corporation ("Parent Welfare Benefit Plans") in which an Employee is or relevant Subsidiary to, credit becomes eligible to each Continuing Employee participate on or after the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing EmployeeEffective Time, Parent shall (ia) waive, or cause its insurance carrier to be waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each Employee under any Parent Welfare Benefit Plan to the same extent waived any eligibility waiting periods, any evidence of insurability requirements and under a comparable Company Employee Plan (to the application of any pre-existing condition limitations under such planextent permitted by the applicable Parent Welfare Benefit Plan), and (iib) cause provide credit to each Continuing Employee to be given credit under such plan for all amounts any co-payments, deductibles and out-of-pocket expenses paid by such Continuing Employee under any similar the Company Plan for Employee Plans during the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, Effective Time for the plan year in which under the Closing Date occursapplicable Parent Welfare Benefit Plan that includes the Effective Time.
(cd) From and after the Effective Time, the Surviving Corporation shall honor, in accordance with their terms, all employment and severance agreements listed in Section 7.07(c5.4(d) of the Company Disclosure Letter Schedule in effect immediately prior to the Effective Time that are applicable to any current or former Company Employees employees or directors of the Company.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries the Company Subsidiaries.
(e) Nothing in this Section 5.4 shall amend, or be deemed to amend, any rights Company Employee Plan, shall prevent the amendment or remedies, including any right to employment or continued employment for any specified period, termination of any nature Company Employee Plans by Parent, the Surviving Corporation or kind whatsoever. No provision their respective subsidiaries, or shall limit the right of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective Affiliatessubsidiaries to terminate the employment of any Employee at any time.
(f) Unless otherwise directed in writing by Parent at least one Business Day prior to the Effective Time, the Company will terminate the Company's 401(k) (the "Company 401(k) Plan"), effective as of the day immediately preceding the Effective Time. The Company shall provide Parent evidence that such resolutions to terminate the Company 401(k) Plan have been adopted by the Board. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating the Company 401(k) Plan as Parent may reasonably request. Immediately prior to such termination, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of the Company 401(k) Plan, (ii) for elective deferrals made pursuant to Company 401(k) Plan for the period prior to termination, and (iii) for employer matching contributions (if any) for the period prior to termination.
Appears in 1 contract
Benefit Plans and Employee Matters. (a) Parent agrees that, for a period of at least one year following the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs.
(c) From and after the Effective Time, Parent shall, to the extent practicable and commercially reasonable, cause the Surviving Corporation to provide employee benefits and programs to the Company's and its Subsidiaries' employees that, in the aggregate, are substantially comparable to or more favorable than those in existence as of the date hereof and disclosed in writing to Parent prior to the date hereof; provided that stock-based compensation shall be comparable, in the aggregate, to that offered by Parent and its subsidiaries generally. To the extent Parent satisfies its obligations under this Section by maintaining Company benefit plans, Parent shall not be required to include employees of the Company in Parent's benefit plans. From and after the Effective Time, Parent shall honor, in accordance with their terms, all employment employment, change of control, consulting and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter and all severance, incentive and bonus plans as in effect immediately prior to the Effective Time Closing Date that are applicable to any current or former Company Employees employees or directors of the Company.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remediesand that are disclosed in the Company Disclosure Schedule, including any right except to employment or continued employment for any specified period, the extent that the coverage of any nature such agreement or kind whatsoever. No provision plan is terminated by mutual agreement between the Company and any covered or applicable current or former employee or director.
(b) To the extent that service is relevant for purposes of this Section 7.07 is intended to modifyeligibility, amend level of participation or create vesting under any employee benefit plan plan, program or arrangement established or maintained by Parent, the Company or any of their respective subsidiaries, employees of the CompanyCompany and its Subsidiaries shall be credited for service accrued or deemed accrued prior to the Effective Time with the Company or such Subsidiary, as the case may be. Under no circumstances shall employees receive credit for service accrued or deemed accrued prior to the Effective Time with the Company or such Subsidiary, as the case may be, for benefit accruals under any defined benefit plan (as defined by Section 3(23) of ERISA) or any retiree health plan established or maintained by Parent.
(c) Parent will use commercially reasonable efforts to, or will cause the Surviving Corporation or any of their respective AffiliatesSubsidiaries to: (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees who remain employees of the Surviving Corporation or its Subsidiaries, following the Effective Time ("Continuing Employees") under any welfare benefit plans that such Continuing Employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied as of the Effective Time, and (ii) provide each Continuing Employee with credit for the remaining short plan year for any co-payments and deductibles paid under each comparable welfare plan maintained by the Company or its Subsidiaries prior to the Effective Time in satisfying any applicable deductible or co-payment requirements under any welfare plans that such Continuing Employees are eligible to participate in after the Effective Time.
Appears in 1 contract
Benefit Plans and Employee Matters. (aA) Parent agrees that, for a period of at least one year following From and after the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit and each of the Subsidiaries to (i) provide all salaried employees of the Company and each Continuing Employee of the amount of vacation time that such employee had accrued under any applicable Company Plan Subsidiaries as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, Date ("COMPANY EMPLOYEES") with service credit for all periods of employment with the Surviving Corporation Company or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause Subsidiaries prior to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid satisfying any service requirements for early retirement under any defined contribution plan in accordance with effect on the terms and conditions of the applicable date hereof or under any substantially similar replacement plan maintained adopted by Parent, the Surviving Corporation Corporation, the Subsidiaries or any of their affiliates (or any successor entity to any of the foregoing) with respect to Company Employees and (ii) waive any pre-existing condition of any Company Employee for purposes of determining eligibility for, and the terms upon which they participate in, any welfare plan with respect to which Company Employees participate (other than conditions that are already in effect with respect to such employees under the Company's or the relevant Subsidiary, Subsidiaries' welfare plans that have not been satisfied as applicable, for the plan year in which of the Closing Date occursDate).
(cB) From The Parent hereby agrees that from and after the Effective TimeClosing Date, it will cause the Surviving Corporation shall honor, and the Subsidiaries to continue in accordance with their terms, full force and effect all employment and severance agreements listed the Plans (as defined in Section 7.07(c3.1(M) above and as set forth on Schedule 3.1(M) hereto), until such date as it will convert or transition such Plans to its own benefit programs, which date will be on or before January 1, 1999. Prior to such conversion or transition, the Parent will contribute (or cause the Surviving Corporation and the Subsidiaries to continue to contribute) all required contributions and pay all required premiums under such Plans; PROVIDED, HOWEVER, that nothing in 66 this Agreement shall be construed to limit the ability of the Company Disclosure Letter in effect immediately prior to Parent or the Effective Time that are applicable to any current or former Company Employees or directors of the Company.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended Surviving Corporation to modify, amend or create terminate any employee benefit plan benefits of any individual, or terminate the employment of any individual, at any time after the Closing Date or, after January 1, 1999, any Plan.
(C) Xxxxxx Xxxxxxxx and other members of the senior management of the Company shall during their employment by the Surviving Corporation be entitled to participate in the Parent's or the Surviving Corporation's management incentive programs (including the annual incentive compensation program) on the same basis as other senior executives of the Parent and its subsidiaries, subject (except as set forth below) to the discretion of the board of directors of the Parent (the "PARENT'S BOARD"). The Parent shall, at the next regular meeting of the Parent's Board, which is currently scheduled to occur no later than July 24, 1998, grant options under and subject to the Anteon Corporation Omnibus Stock Plan (the "PARENT OPTION PLAN") to purchase at least fifty thousand shares, in the aggregate, of the Parent's common stock to Xxxxxx Xxxxxxxx and other members of the Company's senior management to be designated by the Company on or before the Closing Date subject to the execution by the grantees of the Parent's customary option agreement, it being the understanding that such grants shall be made on terms consistent in all material respects with the Parent's past practice.
(D) The chief executive officer of the Parent shall recommend to the Board of Directors of the Parent (or an appropriate committee thereof) that the Parent grant under the Parent Option Plan, to employees of the Surviving Corporation other than Xxxxxx Xxxxxxxx, options to purchase at least 12,500 shares of Parent's common stock no later than the first anniversary of the Closing Date and 12,500 shares of Parent's common stock no later than the second anniversary of the Closing Date, it being understood that such issuance and the terms of issuance are subject to the discretion of the Parent's Board (or any an appropriate committee thereof).
(E) The Parent agrees that Xxxxxx Xxxxxxxx shall be elected a member of their respective Affiliatesthe Parent's Board, to serve at the pleasure of the Parent's shareholders, at the first regular meeting of the Parent's Board after the Closing Date which is currently scheduled to occur no later than July 24, 1998.
Appears in 1 contract
Benefit Plans and Employee Matters. (a) Parent agrees that, for a period of at least one year following the Closing Date, each Company Employee who continues employment with Parent, the Surviving Corporation or any of their respective Subsidiaries after the Closing Date (each, a “Continuing Employee”) shall be provided, at Parent’s election, with benefits on substantially the same terms as those provided to (i) similarly situated employees of Parent or (ii) such Continuing Employee by the Company immediately prior to the Effective Time. Nothing in this Agreement shall require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or shall be construed to prohibit Parent, the Surviving Corporation or any of their respective Subsidiaries from amending or terminating any Company Plan.
(b) Parent and the Surviving Corporation shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Plan as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs.
(c) From and after the Effective Time, the Surviving Corporation Parent shall honor, in accordance with their terms, all employment provide employee benefits and severance agreements listed in Section 7.07(c) of the Company Disclosure Letter in effect immediately prior programs to the Effective Time that are applicable to any current or former Company Employees or directors of the Company.
(d) Nothing in this Section 7.07, whether express or implied, shall confer upon any current or former director, officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries any rights or remedies, including any right to ’s employees who continue employment or continued employment for any specified period, of any nature or kind whatsoever. No provision of this Section 7.07 is intended to modify, amend or create any employee benefit plan of the Company, Parent, with the Surviving Corporation or Parent as of and following the Closing (the “Continuing Employees”) that, in the aggregate, are substantially comparable or more favorable than the Parent’s current employee benefits and programs, all of which are set forth on Schedule 6.14 hereto; provided, however, that except as otherwise provided in this Agreement or in the Employment Agreements with the Founder Shareholders, nothing in this Section 6.14 shall confer upon Parent any obligation to continue the employment of any of their respective Affiliatesthe Company’s employees. After the Effective Time, Parent shall reserve an aggregate of 200,000 shares of Parent Common Stock under Parent’s Stock Option Plan (the “Genisys Option Pool”) for the grant to Continuing Employees and to future employees of the Surviving Corporation. No later than the day before the Closing, the Founder Shareholders shall provide Parent with a list of each Continuing Employee, excluding the Founder Shareholders, and the number of shares from the Genisys Option Pool that the Founder Shareholders recommend that such Continuing Employee be permitted to purchase pursuant to an option granted under Parent’s Stock Option Plan. Parent will then prepare a schedule containing information with respect to each stock option grant to be made at the first meeting of the Parent’s Board of Directors following the Closing with respect to each such Continuing Employee including the name of the Continuing Employee who will be granted such option, the total number of shares subject to such option and the vesting schedule and vesting commencement date for such option (the “Closing Stock Option Grant Schedule”). After the Effective Time, Parent shall take all necessary corporate action to grant options of Parent Common Stock to the Continuing Employees, consistent with the information set forth on the Closing Stock Option Grant Schedule at the first meeting of Parent’s Board of Directors following the Closing under the terms and conditions of Parent’s Stock Option Plan and the form stock option agreement (the “Parent Stock Option Agreement”) set forth in Exhibit F hereto. Thereafter, and for a period of five years, the Founder Shareholders, to the extent they remain employees of the Surviving Corporation, may recommend grants of options from the Genisys Option Pool to employees of the Surviving Corporation and Parent shall take all reasonable corporate action to recommend such grants to Parent’s Board of Directors for approval under the terms and conditions of Parent’s Stock Option Plan, which grant shall be at the discretion of the Board of Directors. Any shares of Parent Common Stock subject to options granted from the Genisys Option Pool that are forfeited as a result of termination of such options shall be returned to the Genisys Option Pool and available for grant to Continuing Employees and to future employees of the Surviving Corporation. Any shares of Parent Common Stock reserved for the Genisys Option Pool remaining in the Genisys Option Pool after five years shall be returned to availability for all eligible participants under Parent’s Stock Option Plan. The exercise price per share of Parent Common Stock purchasable under each option granted from the Genisys Option Pool shall be equal to the fair market value per share of Parent Common Stock on the option grant date.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
