Benefit Plans; Cash Compensation Sample Clauses

Benefit Plans; Cash Compensation. As soon as practicable after the execution of this Agreement, Acquirer and Shareholders shall confer and work together in good faith to agree upon mutually acceptable employee benefit, superanuation, and compensation arrangements for the Company's employees following the Effective Date. Shareholders shall take such actions as are necessary to terminate its participation in such Employee Plans as is requested by Acquirer, provided that Acquirer shall take such steps as are commercially and administratively reasonable to ensure that (i) those of the Company's employees who are eligible to participate in each such Employee Plan shall be entitled to participate, on terms comparable to those of their current participation, in comparable employee benefit plans maintained by Acquirer effective immediately following the Effective Date and (ii) such employees shall be credited with prior periods of employment with the Company for purposes of participation in and vesting under Acquirer's employee benefit plans, vacation, long service and sick leave entitlement where service is a factor. Base compensation and, if applicable, eligibility for bonus compensation (with appropriate adjustment to milestones to track the combined business) will remain unchanged for the Company's officers and employees, or if Acquirer so elects will be adjusted as mutually agreed.
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Benefit Plans; Cash Compensation. As soon as practicable after -------------------------------- the execution of this Agreement, Acquirer and Target shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements for Target's employees following the Merger. Target shall take such actions as are necessary to terminate its participation in such Employee Plans as is requested by Acquirer, provided that Acquirer shall take such steps as are commercially and administratively reasonable to ensure that (i) those Target employees who are eligible to participate in each such Employee Plan shall be entitled to participate in comparable employee benefit plans maintained by Acquirer effective immediately following the Effective Date and (ii) such employees shall be credited with prior periods of employment with Target for purposes of participation in and vesting under Acquirer's employee benefit plans, including, without limitation, participation in and vesting under all employee pension benefit plans (as defined in Section 3(2) of ERISA), participation in and satisfaction of deductibles and co-pays under employee welfare benefit plans (as defined in Section 3(1) of ERISA), vacation and sick leave entitlement where service is a factor. Base compensation and, if applicable, eligibility for bonus compensation (with appropriate adjustment to milestones to track the combined business) will remain unchanged for Target's officers and employees, or if Acquirer so elects will be adjusted as mutually agreed.
Sample 1
Benefit Plans; Cash Compensation. As soon as practicable after the execution of this Agreement, Acquirer and Shareholders shall confer and work together in good faith to agree upon mutually acceptable employee benefit, superanuation, and compensation arrangements for the Company's employees following the Closing. Shareholders shall take such actions as are necessary to terminate its participation in such Employee Plans as is requested by Acquirer, provided that Acquirer shall take such steps as are commercially and administratively reasonable to ensure that (i) those of the Company's employees who are eligible to participate in each such Employee Plan shall be entitled to participate in employee benefit plans maintained by Acquirer effective immediately following the Closing.
Sample 1

Related to Benefit Plans; Cash Compensation

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below:

  • Compensation Plans Following any termination of the Executive's employment, the Company shall pay the Executive all unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due.

  • Compensation and Benefit Plans 3.01. For all services rendered by the Executive to the Company in any capacity during the Period of Employment and any subsequent period of employment prior to the Involuntary Termination of Executive, including, without limitation, services as an executive officer, director or member of any committee of Mykrolis or of any subsidiary, division or affiliate thereof, the Executive shall be paid: (a) base compensation equal to the salary he is receiving immediately prior to the beginning of the Period of Employment, payable not less often than monthly. (b) the executive shall continue to be a participant in the Mykrolis Incentive Plan, and its 2001 Equity Incentive Plan as in effect immediately prior to the beginning of the Period of Employment, and any and all other incentive plans in which key employees of the Company participate that are in effect. (c) the Executive, his dependents and beneficiaries shall be entitled to all payments and benefits and service credit for benefits during the Period of Employment to which officers of Mykrolis, their dependents and beneficiaries are entitled immediately prior to the beginning of the Period of Employment under the terms of the then effective employee plans and practices of Mykrolis. 3.02. For the two year period commencing immediately after the Period of Employment, the Executive and his family shall be entitled to and receive all medical, dental and life insurance benefits to which they had been entitled immediately prior to the beginning of the Period of Employment. Notwithstanding the foregoing, to the extent the relevant Company plans or policies preclude the provision of the benefits outlined above to Executive following his/her termination from the Company, the Company shall, at its option, separately provide Executive with substantially equivalent benefits at the Company’s expense or provide Executive with a lump sum cash payment approximating, in the good faith judgment of the Board, the value of such benefits. 3.03. In consideration of the benefits provided under this Agreement, Executive expressly waives the application to Executive of the provisions of Section 7(a) of the 2001 Equity Incentive Plan and of Subsection 7.7.3 of the 2003 Employment Inducement and Acquisition Stock Option Plan relating to the acceleration of stock option and restricted stock awards and agrees that the provisions of Section 4.03 of this Agreement shall supersede such provisions.

  • Long-Term Compensation Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement.

  • Deferred Compensation Plans Employees are to be included in the State of California, Department of Personnel Administration's, 401(k) and 457 Deferred Compensation Programs. Eligible employees under IRS Code Section 403(b) will be eligible to participate in the 403(b) Plan.

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • Executive Benefit Plans The Executive shall be entitled to participate in all plans or programs sponsored by the Company for employees in general, including without limitation, participation in any group health, medical reimbursement, or life insurance plans.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Compensation/Benefit Programs During the Term of Employment, the Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any and all other plans as are presently and hereinafter offered by the Company to its executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans.

  • Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement. (b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan. (c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever. (d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.

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