Benefits Maintenance. Commencing as of the Closing Date and continuing through December 31, 1998 (the "Benefits Continuation Period"), with respect to the Assumed Employees and dependents and beneficiaries thereof, Buyer shall provide compensation, employee welfare plans, stock-based incentive plans and other employee benefits which are substantially comparable in the aggregate to the compensation paid by the Seller, and the plans and other benefits provided (without application of any exclusion for a pre-existing condition) by applicable ERISA and Non-ERISA Plans, immediately prior to the Closing Date, valuing any stock-based compensation, for this purpose, under any reasonable method; provided, that nothing herein shall be construed to require the Buyer to provide Assumed Employees with any pension benefits or retiree medical benefits. During the Benefits Continuation Period, the Buyer shall maintain severance, reduction-in-force and pay-in-lieu-of-notice benefits for the Assumed Employees no less favorable than the severance, reduction-in-force and pay-in-lieu of notice benefits provided to such Assumed Employees by Seller immediately prior to the Closing Date and disclosed on Schedule 5.10(a) or (b).
Benefits Maintenance. CNET shall maintain for a period of one year after the Effective Time, without interruption, employee compensation and benefit plans, programs and policies and fringe benefits (including post-employment welfare benefits but excluding equity-based arrangements and compensation plans) that will provide benefits to each employee of Z-D who continues employment with CNET after the Effective Time that are in the aggregate no less favorable than those provided to similarly situated CNET employees pursuant to employee compensation and benefit plans, programs and policies, and fringe benefits of CNET as in effect from time to time. Employees of Z-D who continue employment with CNET shall be given credit for all service with Z-D (or service credited by Z-D for similar plans, programs or policies) under all employee compensation and benefit plans, programs and policies and fringe benefits of CNET in which they become participants for purposes of eligibility, vesting and benefit accrual (other than benefit accrual under tax qualified defined benefit plans which would provide a duplication of benefits to employees of Z-D).
Benefits Maintenance. Except in cases in which Buyer and the applicable bargaining unit otherwise agree and such agreement would not result in any liability to any Seller, Buyer shall cause Alpart following the Closing to (a) with respect to Alpart Employees subject to the Collective Labour Agreement, dated May 1, 2001, between Alpart and the National Workers Union of Jamaica, representing hourly-rated employees in the Bauxite Mining, Alumina Processing and Port and Railroad Operations, until the expiration of such Collective Labour Agreement, honor and provide for payment of all obligations and benefits under all Alpart Plans in accordance with their terms and provide base pay, incentive compensation and employee benefits to each such Alpart Employee that are comparable in the aggregate to the base pay, incentive compensation and employee benefits provided by Alpart to such Alpart Employee immediately prior to the Closing, and (b) with respect to Alpart Employees subject to the Memorandum of Agreement, dated November 1, 2002, between Alpart and the National Workers Union of Jamaica, representing hourly-rated employees in the Lands Department, until the expiration of such Memorandum of Agreement, honor and provide for payment of all obligations and benefits under all Alpart Plans in accordance with their terms and provide base pay, incentive compensation and employee benefits to each such Alpart Employee that are comparable in the aggregate to the base pay, incentive compensation and employee benefits provided by Alpart to such Alpart Employee immediately prior to the Closing.
Benefits Maintenance. 46 -------------------- 5.13 Agreement to Consult on Certain Matters...................................46 --------------------------------------- 5.14 Adaptive Rights Agreement.................................................46 -------------------------
Benefits Maintenance. Western shall maintain for a period of three (3) years after the Effective Time, without interruption, employee compensation and benefit plans, programs and policies and fringe benefits (including post-employment welfare benefits) that will provide benefits to each employee of Adaptive who continues employment with Western or any of its Affiliates (including Adaptive) after the Effective Time that are, in the aggregate, no less favorable than those provided pursuant to similar employee compensation and benefit plans, programs and policies, and fringe benefits, of Western as in effect on the Effective Time. Employees of Adaptive who continue employment with Western shall be given credit for all service with Adaptive (or service credited by Adaptive for similar plans, programs or policies) under all employee compensation and benefit plans, programs and policies and fringe benefits of Western in which they become participants for purposes of eligibility, vesting and benefit accrual (other than benefit accrual under tax qualified defined benefit plans which would provide a duplication of benefits to employees of Adaptive).
Benefits Maintenance. Commencing as of the Closing Date -------- ----------- and for a period of one (1) year thereafter (the "Benefits Maintenance Period"), -------- ----------- ------ with respect to the Assumed Employees, other than Represented Employees, and dependents and beneficiaries thereof, the Buyer shall provide base compensation at the rates in effect for each Assumed Employee at the Closing Date and other bonus and option opportunities and welfare and retirement benefits comparable in the aggregate to the opportunities and benefits provided by Buyer to Buyer's other similarly situated employees from time to time after the Closing Date. Buyer shall not be considered to have failed to meet the foregoing requirement solely because it elects to continue to maintain (or cause the RECI Subsidiaries to maintain) for the benefit of Assumed Employees any RECI Employee Benefit Plan. Furthermore, the Buyer shall continue or cause to be continued the provision of COBRA continuation coverage to individuals, whether or not Assumed Employees, who qualified for the same on or prior to the Closing Date under each RECI Employee Benefit Plan which is a group health plan, under such Plan or any succeeding plan thereto which Buyer may adopt or cause to be adopted.
Benefits Maintenance. Commencing as of the Closing Date and continuing through the end of the sixth full calendar month after the Closing Date (the "Benefits Maintenance Period"), with respect to the Assumed Employees, spouses and dependents and beneficiaries thereof (the "Eligible Individuals"), Buyer shall provide under its existing benefit plans compensation, employee welfare plans and other employee benefits which are substantially comparable in the aggregate to the compensation paid by the Sellers, and the plans and other benefits provided by the Sellers' applicable ERISA and Non-ERISA Plans, immediately prior to the Closing Date. In determining whether benefits are substantially comparable in the aggregate there shall be disregarded the benefits of Sellers' and Buyer's defined benefit pension plans and retiree medical programs and the benefits of Sellers' stock options. Nothing herein shall be construed to require the Buyer to provide Assumed Employees with any retiree medical benefits or stock options. Nothing contained herein shall be construed to require Buyer to continue the employment of any Assumed Employee for a specified period of time subsequent to Closing.
Benefits Maintenance
