Benefits Matters. (a) For purposes of this Agreement, "Affected Employees" shall mean those individuals who are classified as regular permanent employees of the Company and its subsidiaries (including those so classified employees who are on vacation, leave of absence, disability or maternity leave) as of the Effective Time who are in jobs that will not be covered by collective bargaining or other labor union contracts applicable to employees of Parent or the Company or any of their subsidiaries after giving effect to the Merger.
Benefits Matters. (a) For purposes hereof, "Company Employees" shall mean those individuals who are employees of the Company and its subsidiaries (including those employees who are on vacation, leave of absence, disability or maternity leave) as of the Effective Time.
Benefits Matters. (a) On and after the Effective Time, the Surviving Corporation shall promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and previously disclosed to Purchaser. Purchaser and the Company agree that the Surviving Corporation shall pay promptly or provide when due all compensation and benefits accrued or incurred prior to the Effective Time and required to be paid pursuant to the terms of any individual agreement with any employee, former employee, director or former director in effect and disclosed to Purchaser as of the date hereof, or pursuant to any applicable collective bargaining agreement.
Benefits Matters. (a) Prior to the Closing, the Monsoon Board (or any authorized committee thereof) shall take all necessary action required in order to amend the Monsoon 2010 Share Incentive Plan to provide that the number of Monsoon Ordinary Shares available for issuance under such Monsoon Stock Plan shall be 3,095,840.
Benefits Matters. (a) Until the 18-month anniversary of the Effective Time (the “Continuation Period”), the Surviving Corporation shall provide, or cause to be provided, for those employees of the Company and the Company’s Subsidiaries who continue as employees of the Surviving Corporation, the Company’s Subsidiaries or the Parent during the Continuation Period, total compensation and employee benefits that are substantially equivalent in the aggregate to those currently provided by the Company or the applicable Subsidiary of the Company to such employees pursuant to the Employee Plans; provided that employees who are subject to agreements specifying compensation, benefits and payments shall be provided such compensation, benefits and payments in accordance with the such agreements. Without limiting the generality of the foregoing, the Surviving Corporation and any successor thereto shall honor, fulfill and discharge the Company’s and its Subsidiaries’ obligations under the agreements and arrangements identified in Section 5.8(a) of the Company Disclosure Letter. The Surviving Corporation shall be required to provide to any employee whose employment is terminated during the Continuation Period with severance benefits which are substantially equivalent in the aggregate to the severance benefits currently provided under the Employee Plans set forth in Section 5.8(a) of the Company Disclosure Letter, including by recognizing all service recognized by the Company and its Subsidiaries for such purpose under the applicable Employee Plan providing such severance. Benefits provided under the ESOP prior to or in connection with the Closing shall not be taken into consideration for purposes of 52 determining equivalency pursuant to the foregoing provisions of this Section 5.8(a); provided, however, that Parent shall cause the Surviving Corporation to make employer contributions to Affected Employees under the savings plan component of the Company’s Employee Investment and Employee Stock Ownership Plan, as amended and restated effective January 1, 2007, and as may be further amended by the Surviving Corporation (or any successor plan thereto) such that the Affected Employees’ aggregate benefits satisfy the provisions set forth in the first sentence of this Section 5.8(a).
Benefits Matters. 44 SECTION 5.10. Public Announcements..................................47 SECTION 5.11. Rights Agreement......................................47
Benefits Matters. 32 SECTION 6.06. Stock-Based Compensation.................................... 34 SECTION 6.07. Fees and Expenses........................................... 35 SECTION 6.08.
Benefits Matters. (a) Except as set forth below, following the Effective Time, the Surviving Corporation shall honor, or cause to be honored, all obligations of the Company and its subsidiaries under Benefit Agreements and Benefit Plans in accordance with the terms thereof. Nothing herein shall be construed to prohibit the Surviving Corporation from amending or terminating such Benefit Agreements and Benefit Plans in accordance with the terms thereof and with applicable Law.
Benefits Matters. Buyer shall grant service credit to each Transferred Employee for his or her service with Seller on or before the Closing Date (including service credited by Seller as a successor in interest by its acquisition of the former Farmers State Bank) for purposes of determining the Transferred Employee’s eligibility to participate and vested rights (but not for purposes of benefit accrual) in any pension, thrift, profit-sharing, life insurance, disability, or other employee benefit plan or program now in effect or hereafter maintained by or on behalf of Buyer and with regard to any medical benefit plan covering Buyer’s employees. Notwithstanding the immediately preceding sentence, each Transferred Employee shall be treated as a new employee for all purposes under the Buyer’s employee stock ownership plan. There shall be an open enrollment period for the Transferred Employees without regard to any preexisting conditions of such Transferred Employees or their dependents, consistent with the requirements of the Health Insurance Portability and Accountability Act of 1996.
Benefits Matters. 33 SECTION 6.7 Directors' and Officers' Indemnification and Insurance...... 35 SECTION 6.8
