Benefits for Transferred Employees Sample Clauses

Benefits for Transferred Employees. As of the Closing Date, CIBER shall permit each Transferred Employee who was covered under each Seller Benefit Plan immediately prior to the Closing Date to be covered under the employee benefit plans, programs and arrangements of CIBER, and shall permit such Transferred Employees to roll-over their retirement funds into CIBER's applicable benefit plans; provided that any such rollovers will be contingent upon the representations and warranties made by Seller and the Shareholder in Section 3.19 being accurate in CIBER's reasonable discretion, Seller and the Shareholder delivering a representation letter in the form attached hereto as Exhibit D (the "Plan Representation Letter") and CIBER receiving such other documentation as it deems necessary including, but not limited to, the latest determination letter issued by the Internal Revenue Service in conjunction with the qualification of Seller's 401(k) Plan. Transferred Employees shall continue to participate in Seller's Premium Conversion Plan (medical and Section 125 plan), which shall be assumed by CIBER as of the Effective Date and may be terminated by CIBER at any time in its sole discretion. To the extent permitted under CIBER's employee benefit plan, such plans shall recognize each Transferred Employee's length of service or, if longer, applicable service dates, with Seller for purposes of eligibility to participate, vesting, and waiting periods but not for purposes of benefit accruals.
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Benefits for Transferred Employees. Except as hereinafter provided, Buyer shall provide Transferred Employees with such compensation and employee benefits as it provides to similarly situated employees and, except as may be required by applicable law, shall have no obligation to maintain the compensation and employee benefits, either as to amount or type, that were provided to such Transferred Employees prior to the Closing Date. For purposes of eligibility and vesting under employee pension and welfare benefit plans of Buyer, Transferred Employees shall be credited with their service with the Business and with any Subsidiary ("Transferred Service"). Transferred Service shall also apply with respect to such other aspects of employment compensation as vacation entitlement and seniority. Buyer shall pay or contribute as soon as practicable (in light of, among other things, ERISA and tax matters) following the Closing Date the sum of $1.5 million to be allocated directly to or on behalf of those Transferred Employees who, as of the Closing, were
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Benefits for Transferred Employees. 89 7.3 Severance Policy and Other Agreements...................... 90 (a) Minimum Severance for Certain Transferred Employees........................................... 90 (b) Severance/Employment Agreements of Transferred Employees........................................... 90 7.4
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Benefits for Transferred Employees. Except as hereinafter provided, Buyer shall provide Transferred Employees with such compensation and employee benefits as it provides to similarly situated employees and, except as may be required by applicable law, shall have no obligation to maintain the compensation and employee benefits, either as to amount or type, that were provided to such Transferred Employees prior to the Closing Date. For purposes of eligibility and vesting under employee pension and welfare benefit plans of Buyer, Transferred Employees shall be credited with their service with the Business and with any Subsidiary ("Transferred Service"). Transferred Service shall also apply with respect to such other aspects of employment compensation as vacation entitlement and seniority. Buyer shall pay or contribute as soon as practicable (in light of, among other things, ERISA and tax matters) following the Closing Date the sum of $1.5 million to be allocated directly to or on behalf of those Transferred Employees who, as of the Closing, were participants in the Employees' Retirement Plan of X.X. Xxxx, Inc. (the "Bard U.S. Pension Plan"). Buyer and Seller shall negotiate in good faith an arrangement pursuant to which such contribution will be allocated among such Transferred Employees. From the Closing Date through the end of 1998, Buyer shall continue to provide the same level of medical and other health plan coverage for Transferred Employees in the United States at a cost for such employees that requires a level of employee contributions no greater than that required for such coverage immediately prior to the Closing Date. After the date hereof and prior to the Closing Date, Seller shall give Buyer reasonable access to the Scheduled Employees and employees of the Subsidiaries and Buyer shall use such access to determine the persons to whom stock options of Buyer will be granted and the size of such grants in order to make such grants, if any, as soon as practicable after the Closing Date. Buyer shall not be under any obligation to make any such grants.
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Benefits for Transferred Employees. Effective as of the Employment Commencement Date , except as specifically provided herein, Buyer shall cause each such Transferred Employee to be eligible to participate in all of Buyer's Employee Benefit Plans, and other employee plans, programs, policies, and practices, including severance, vacation and sick leave, on substantially the same basis as similarly situated employees of Buyer.
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Benefits for Transferred Employees. Generally. Without limiting the generality of the foregoing --------- provisions of Section 10.1: (A) Seller and its Subsidiaries shall be solely responsible for (I) claims for the welfare benefits and for workers' compensation, in each case that are incurred by or with respect to any Transferred Employee and reported before the Closing, (II) claims relating to health continuation coverage required by Section 601 et seq. of the Employee Retirement Income -- --- Security Act of 1974, as amended ("COBRA COVERAGE") attributable to "qualifying events" with respect to any Transferred Employee and his or her beneficiaries and dependents that occur upon or before the Closing, (III) claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any Business Employee who does not become a Transferred Employee, whether reported before, upon or after the Closing; and (IV) claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Business Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, upon or after the Closing; and (ii) Purchaser and its Subsidiaries shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee and reported upon or after the Closing Date, and (B) claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Transferred Employee and his or her beneficiaries and dependents that occur after the Closing.
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Benefits for Transferred Employees. New Performance shall use reasonable efforts to permit Employees who accept employment from New Performance, effective as of the Closing Date, to participate in and roll-over their retirement funds into New Performance's applicable benefit plans, if any. New Performance shall use reasonable efforts to provide coverage for Transferred Employees under New Performance's benefit plans and programs, as applicable, as of 12:01 a.m. on the Closing Date. New Performance shall give each Transferred Employee credit for such Transferred Employee's years of most recent continuous service (including time during approved leaves of absences of less than twenty-six (26) weeks) with Journeycraft or Xceed, as applicable, for purpose of determining participation and benefit levels under all of the vacation policies and benefit plans and programs of New Performance, as applicable, unless otherwise prohibited by law or the terms of any of such benefit plans and programs, and shall give each Transferred Employee credit for any accrued vacation time to which each Transferred Employee would be entitled immediately prior to the Closing under Xceed's current vacation policy.
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Benefits for Transferred Employees. Effective as of the Closing Date, except as specifically provided herein, Newco shall cause the Transferred Employees to be eligible to participate in all of the following:
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Related to Benefits for Transferred Employees

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Affected Employees The Employer shall first determine by job classification the number of employees or FTEs to be affected by the layoff. The least senior employee within the affected job classification shall be selected for layoff. The exception would be only when the Employer determines that the position requires unique qualifications and abilities necessary to perform the specialized and required functions of that position, which would then become an overriding factor.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions):

  • Business Employees (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Benefits Plans During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

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