Certain Benefits. (a) From and after the Effective Time, Schlumberger and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms all Xxxxx Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, to each current and former employee of Xxxxx and its Subsidiaries (the “Covered Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Covered Employee immediately prior to the Effective Time, excluding for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation provided to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of Xxxxx as in effect immediately prior to the Effective Time (with full service credit for years of service with Xxxxx and its Subsidiaries (and predecessors)) and (ii) to Covered Employees who are eligible for retiree welfare benefits immediately prior to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time. (b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx plan, service as recognized for purposes of Xxxxx’x 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an employment or change in control agreement) payable to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx or its Subsidiaries in which such employee participated immediately prior to the Effective Time and the Surviving Entity shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger agrees to consider in good faith, and to consult with Xxxxx in good faith between the date hereof and the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) the retiree medical programs of Schlumberger and its Subsidiaries of Covered Employees who have attained the age of 40 prior to the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plans. (c) Schlumberger and Xxxxx hereby acknowledge that a “change of control” or “change in control” (or term of similar import) within the meaning of each of the Xxxxx Benefit Plans identified on Section 5.11(e) of the Xxxxx Disclosure Letter will occur at or immediately prior to the Effective Time, as applicable. (d) Xxxxx may set and pay short-term incentive bonuses (i.e., bonuses in respect of a performance period of one year or less) in the ordinary course of business consistent in all material respects with past practice, provided that (i) if the Effective Time occurs after the end of any short-term performance period and prior to the time that short-term incentive bonuses
Appears in 2 contracts
Samples: Merger Agreement (Smith International Inc), Merger Agreement (Schlumberger LTD /Nv/)
Certain Benefits. (a) From For the period commencing with the Merger Effective Time and after the Effective Timeending on December 31, Schlumberger and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms all Xxxxx Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time. For a period of one year following the Effective Time2018, Schlumberger Moon shall provide, or shall cause to be provided, to each current and former employee of Xxxxx Comet and its Subsidiaries (the “Covered Employees”) (i) base compensation or wages, target bonus opportunities and severance benefits that are, in each case, at least as favorable on an item by item basis as the base compensation or wages, target bonus opportunity and severance benefits provided to such Covered Employee immediately prior to the Effective Time and (ii) employee benefits that are no less favorable, in the aggregate, than the compensation and employee benefits provided to each such Covered Employee immediately prior to the Effective Time, excluding for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation provided to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of Xxxxx as in effect immediately prior to the Effective Time (with full service credit for years of service with Xxxxx and its Subsidiaries (and predecessors)) and (ii) to Covered Employees who are eligible for retiree welfare benefits immediately prior to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger Moon or its Subsidiaries (other than under plans sponsored by Xxxxx Comet and its Subsidiaries immediately prior to the Effective Date Time or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity Moon and their its Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx Comet and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx Comet employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx Comet plan, service as recognized for purposes of Xxxxx’x Comet’s 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an employment or change in control agreement) payable to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans for which the Covered Employee is otherwise made eligible to the extent coverage under such New Plan is comparable to a Xxxxx Comet Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (each such plansplan, collectively, the an “Old PlansPlan”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity Entities shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx Comet or its Subsidiaries in which such employee participated immediately prior to the Effective Time and the Surviving Entity Entities shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the applicable Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger agrees to consider in good faith, and to consult with Xxxxx in good faith between the date hereof and the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) the retiree medical programs of Schlumberger and its Subsidiaries of Covered Employees who have attained the age of 40 prior to the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plans.
(c) Schlumberger and Xxxxx hereby acknowledge that a “change of control” or “change in control” (or term of similar import) within the meaning of each With respect to any Covered Employees based outside of the Xxxxx Benefit Plans identified on United States, Moon’s obligations under this Section 5.11(e) 7.19 shall be modified to the extent necessary to comply with applicable Laws of the Xxxxx Disclosure Letter will occur at or immediately prior to the Effective Time, as applicableforeign countries and political subdivisions thereof in which such Covered Employees are based.
(d) Xxxxx may set Notwithstanding the foregoing, nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any employee benefit plan, or shall limit the right of Moon or any Subsidiary, subject to their obligations under this Section 7.19, to amend, terminate or otherwise modify any employee benefit plan following the Effective Time.
(e) The Parties acknowledge and pay short-term incentive bonuses (i.e.agree that all provisions contained in this Section 7.19 with respect to employees are included for the sole benefit of the Parties to this Agreement, bonuses and that nothing in respect of a performance period of one year this Agreement, whether express or less) in the ordinary course of business consistent in all material respects with past practiceimplied, provided that shall create any third party beneficiary or other rights (i) if the Effective Time occurs after the end of in any short-term performance period and prior other Person, including any employees, former employees, any participant in any Comet Benefit Plan, or any dependent or beneficiary thereof, or (ii) to the time that short-term incentive bonusescontinued employment with Moon or any Subsidiary.
Appears in 2 contracts
Samples: Business Combination Agreement (Chicago Bridge & Iron Co N V), Business Combination Agreement (McDermott International Inc)
Certain Benefits. (a) From and after the Effective Time, Schlumberger and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms all Xxxxx Cameron Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time, including terms related to the ability to amend or terminate such plans. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, to each current and former employee of Xxxxx Cameron and its Subsidiaries (the “Covered Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Covered Employee immediately prior to the Effective Time, excluding for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation provided to similarly situated employees of Schlumberger. For a period of one year following Without limiting the Effective Timeforegoing, Schlumberger shall provide, or shall cause to be provided, (i) to each any Covered Employee who suffers a termination whose employment is terminated for reasons other than cause prior to the second anniversary of employment the Effective Time severance benefits in accordance with equal to the benefits provided under the applicable severance plans, programs, agreements and arrangements of Xxxxx Xxxxxxx xxxxxxxxx plan as in effect immediately prior to the Effective Time (with full service credit for years of service with Xxxxx and its Subsidiaries (and predecessors)) and (ii) to Covered Employees who are eligible for retiree welfare benefits immediately prior to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Timedate hereof.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx Cameron and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger US, Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx Cameron and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx Cameron employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx Cameron plan, service as recognized for purposes of Xxxxx’x Cameron’s 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an employment or change in control agreement) payable to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans for which the Covered Employee is otherwise made eligible to the extent coverage under such New Plan is comparable to a Xxxxx Cameron Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx Cameron or its Subsidiaries in which such employee participated immediately prior to the Effective Time and the Surviving Entity shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger agrees to consider in good faith, and to consult with Xxxxx in good faith between the date hereof and the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) the retiree medical programs of Schlumberger and its Subsidiaries of Covered Employees who have attained the age of 40 prior to the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plans.
(c) Schlumberger and Xxxxx Cameron hereby acknowledge that a “change of control” or “change in control” (or term of similar import) within the meaning of each of the Xxxxx Cameron Benefit Plans identified on Section 5.11(e8.16(c) of the Xxxxx Cameron Disclosure Letter will occur at or immediately prior to the Effective Time, as applicable.
(d) Xxxxx may set and pay shortShort-term incentive bonuses (i.e., bonuses in respect of a performance period of one year or less) shall be established and paid in accordance with Section 8.16(d) of the ordinary course Cameron Disclosure Letter.
(e) With respect to any Covered Employees based outside of business consistent the United States, Schlumberger’s obligations under this Section 8.16 shall be modified to the extent necessary to comply with Applicable Laws of the foreign countries and political subdivisions thereof in which such Covered Employees are based.
(f) Notwithstanding the foregoing, nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any employee benefit plan, or shall limit the right of Schlumberger or any Subsidiary, subject to their obligations under this Section 8.16, to amend, terminate or otherwise modify any employee benefit plan following the Effective Time.
(g) The parties acknowledge and agree that all material respects provisions contained in this Section 8.16 with past practicerespect to employees are included for the sole benefit of the parties to this Agreement, provided and that nothing in this Agreement, whether express or implied, shall create any third party beneficiary or other rights (i) if the Effective Time occurs after the end of in any short-term performance period and prior other Person, including any employees, former employees, any participant in any Cameron Benefit Plan, or any dependent or beneficiary thereof, or (ii) to the time that short-term incentive bonusescontinued employment with Schlumberger or any Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Cameron International Corp), Merger Agreement (Schlumberger LTD /Nv/)
Certain Benefits. (a) Except as otherwise provided in this Section 6.6, on or before the Closing Date, but effective as of the Closing Date, Seller shall cause:
(i) the Acquired Companies to cease to be sponsors and/or adopting employers under the Company Benefit Plans that are not sponsored or maintained solely by the Acquired Companies; provided however, that after the Closing, the Acquired Companies shall contribute such amounts to, or with respect to, the Company 401(k) Plan as are necessary to satisfy their obligations with respect to benefits accrued under such plan prior to the Closing Date; and
(ii) each individual who is employed by any Acquired Company as of the Closing (a "Continuing Employee") to have a fully vested and nonforfeitable interest in his or her entire account balance under any Company Benefit Plan that is subject to Code Section 401(a), including any plan subject to Code Section 401(k) (the "Company 401(k) Plan").
(b) From and after the Effective TimeClosing, Schlumberger and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms all Xxxxx Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time. For a period of one year following the Effective Time, Schlumberger shall provide, or Buyer shall cause each Continuing Employee to be provided, to each current and former employee of Xxxxx and its Subsidiaries (the “Covered Employees”) provided with compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided on a basis substantially similar to each such Covered Employee immediately prior to the Effective Time, excluding for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation those provided to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of Xxxxx as in effect immediately prior to the Effective Time (with full service credit for years of service with Xxxxx Buyer and its Subsidiaries (and predecessors)) and (ii) Affiliates. Notwithstanding the foregoing, nothing contained in this Section 6.6 or this Agreement is intended to Covered Employees who are eligible for retiree welfare benefits immediately prior confer upon any Continuing Employee any right to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx plan, service as recognized for purposes of Xxxxx’x 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an continued employment or change in control agreement) payable any right to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on wages or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in at any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx or its Subsidiaries in which such employee participated immediately prior to the Effective Time and the Surviving Entity shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger agrees to consider in good faith, and to consult with Xxxxx in good faith between the date hereof and the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) the retiree medical programs of Schlumberger and its Subsidiaries of Covered Employees who have attained the age of 40 prior to time after the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plans.
(c) Schlumberger Buyer shall cause each Continuing Employee and Xxxxx hereby acknowledge that a “change his or her eligible dependents, as determined under the terms of control” or “change in control” Buyer's benefit plans (or term of similar import) within the meaning of each of the Xxxxx Benefit Plans identified on Section 5.11(e) of the Xxxxx Disclosure Letter will occur at or including all such Continuing Employee's dependents covered immediately prior to the Effective TimeClosing Date by a Company Benefit Plan that is a group health plan, provided that such dependent is not a qualified beneficiary receiving continuation coverage under such plan pursuant to Code section 4980B(f) (COBRA) or similar state law) to be covered under a group health plan maintained by Buyer or an Affiliate of Buyer that provides medical and dental benefits to the Continuing Employee and such eligible dependents effective as applicableof the Closing Date.
(d) Xxxxx may set Buyer shall cause the employee benefit plans and pay short-term incentive bonuses programs maintained after the Closing by Buyer, the Acquired Companies and the other Affiliates of Buyer to recognize each Continuing Employee's years of service prior to the Closing Date with the Acquired Companies, Seller and the Affiliates of Seller for purposes of terms of employment, eligibility and vesting determinations under such plans and programs, and determining the level of benefits to be provided under applicable severance and vacation plans and policies.
(i.e., bonuses in respect of a performance period of one year or lesse) in the ordinary course of business consistent in all material respects with past practice, provided that Seller shall (i) take such actions, if any, as may be necessary to provide for the Effective Time occurs after the end of any short-term performance period and prior distribution to the time that short-term incentive bonusesContinuing Employees of their vested account balances under the Company 401(k) Plan, (ii) permit each Continuing Employee to elect on the Closing Date (or as soon thereafter as reasonably practicable) a direct rollover of his or her rolloverable account balance (including any outstanding loans) under the Company 401(k) Plan to a defined contribution plan designated by Buyer and maintained by Buyer or an Affiliate of Buyer (the
Appears in 1 contract
Samples: Stock Purchase Agreement (Standard Pacific Corp /De/)
Certain Benefits. (a) From and after the Company Effective Time, Schlumberger Parent and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms and this Agreement the executive, employment and other agreements and arrangements set forth in Section 8.13(a)(i) of the Company Disclosure Letter between the Company or its Subsidiaries and certain employees and former employees thereof (the "Employment Agreements") and certain executives and former executives thereof ("Executive Agreements") and one other individual, and all Xxxxx of the Company Benefit Plans; provided, however, that nothing herein shall preclude any change in any Company Benefit Plan effected on a prospective basis that is permitted pursuant to this Section 8.13. Parent hereby acknowledges that the consummation of the Company Merger will result in a "change of control" under the Executive Agreements and the Employment Agreements. Parent shall cause the Surviving Corporation (i) to assume the obligations of the Company under the Company Benefit Plans and compensation arrangements and agreements in accordance with their terms set forth on Schedule 8.13(a)(ii) of the Company Disclosure Letter substantially as in effect immediately prior to the Effective Time. For a period of one year following the Company Effective Time, Schlumberger shall provide, or shall cause to be provided, to each current and former employee of Xxxxx and its Subsidiaries cover all Company Employees (the “Covered Employees”as defined in Section 8.13(g)) compensation and benefits that who are no less favorable, in the aggregate, than the compensation and benefits provided to each such Covered Employee participants therein immediately prior to the Company Effective TimeTime and who remain eligible to participate in such Company Benefit Plans pursuant to the terms thereof; provided, excluding for purposes of this comparison that the Surviving Corporation may amend such plans, other than the Petrolite Corporation Vacation Plan and the Petrolite Corporation Severance Plan, at any equity-based compensation; provided that Schlumberger agrees time following the Company Effective Time to provide equity compensation benefits to Covered Company Employees substantially which in the aggregate are comparable to equity compensation provided those applicable to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of Xxxxx as in effect immediately prior to the Effective Time (with full service credit for years of service with Xxxxx and its Subsidiaries (and predecessors)) and (ii) to Covered Employees who are eligible for retiree welfare benefits immediately prior to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx plan, service as recognized for purposes of Xxxxx’x 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an employment or change in control agreement) payable to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective TimeParent or, (ii) on or following in lieu thereof, to provide benefits to such Company Employees under Parent Benefit Plans so that the fifth anniversary aggregate benefits to such Company Employees are comparable to those that are applicable to similarly situated employees of Parent. After the Company Effective Time, severance benefits shall any Company Employee who is or 31 38 becomes entitled to continued medical coverage pursuant to an agreement with the Company set forth in Section 8.13(a)(i) of the Company Disclosure Letter will be based on entitled to participate under any medical plan sponsored by Parent or the severance payable Surviving Corporation which covers Company Employees under the relevant severance arrangement same terms and for payment of Schlumberger the same level of premiums as specified in his or its applicable Subsidiary based on her agreement. The Surviving Corporation and Parent shall not be obligated hereunder to cover any employee who is hired or assigned to work at a Company facility after the sum of years of Company Effective Time under any employee benefit plan, program or arrangement. With respect to the Parent Benefit Plans, Parent and the Surviving Corporation shall grant to all Company Employees, from and after the Company Effective Time, credit for all service with Xxxxx the Company and its Subsidiaries (affiliates and predecessors) predecessors prior to the Company Effective Time for seniority, eligibility to participate, eligibility for benefits and years of service with Schlumberger and its Subsidiaries following vesting purposes. To the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in any New Plan providing retiree extent Parent Benefit Plans provide medical or dental welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee such plans shall be immediately eligible to participate, without waive any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity shall cause all pre-existing condition exclusions conditions and actively-at-work requirements of exclusions with respect to Company Employees (but only to the extent such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived Company Employees were provided coverage under the comparable plans of Xxxxx Company Benefit Plans) and shall provide that any expenses incurred on or its Subsidiaries in which such employee participated immediately prior to before the Company Effective Time and the Surviving Entity by or on behalf of any Company Employees shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan the Parent Benefit Plans for purposes of satisfying all applicable deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger provisions.
(b) Parent agrees to consider maintain the Petrolite Corporation Severance Plan as in good faith, and to consult with Xxxxx in good faith between effect on the date hereof and for a period of one year from the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) Company Effective Time for the retiree medical programs benefit of Schlumberger and its Subsidiaries of Covered Employees who have attained the age of 40 prior to the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plansCompany Employees.
(c) Schlumberger and Xxxxx hereby acknowledge Parent agrees that a “change of control” any Company Employee who continues to be employed by the Surviving Corporation or “change Parent or any Subsidiary thereof on November 1, 1997 will continue to be entitled to take the same paid vacation he or she would have earned under the Petrolite Corporation Vacation Policy as in control” (or term of similar import) within effect on the meaning of each of date hereof to be taken during the Xxxxx Benefit Plans identified on Section 5.11(e) of the Xxxxx Disclosure Letter will occur at or immediately prior to the Effective Timeperiod ending October 31, as applicable1998.
(d) Xxxxx may set and pay short-term incentive bonuses Promptly following the Company Effective Time, Parent shall cause the Surviving Corporation to amend the Petrolite Corporation Retirement Plan (i.e.the "PCRP") to provide that any Company Employee who continues in employment for at least three (3) months following the Company Effective Time or whose employment is terminated during such period without Cause (as defined in Section 8.13(e)) shall be provided with one additional year of service under the PCRP, bonuses in for all purposes for which such service is recognized under the PCRP. If required by applicable law, the additional benefits with respect of thereto will be provided under a performance period of one year or less) in the ordinary course of business consistent in all material respects with past practice, provided that supplemental arrangement. (e)
(i) if With respect to the Effective Time occurs Company's Annual Bonus Plan and Division Cash Incentive and Bonus Plans (collectively, the "Incentive Plans"), the determination of whether the performance targets have been met for the fiscal year ending October 31, 1997, shall be made based on the actual performance for such fiscal year or applicable portion thereof; provided, however, that the impact that the Company Expenses may have on the applicable performance results used to determine whether the performance targets have been met under the Incentive Plans shall be disregarded. As used herein, "Company Expenses" shall mean all fees and expenses (including, without limitation, all fees and expenses of counsel, financial advisors, accountants, environmental and other experts and consultants and all printing and advertising expenses) actually incurred or accrued by the Company or incurred on the Company's behalf, or incurred by Parent, Merger Sub, Merger Grandsub or Barnxxxxx xxx assumed by the Company, whether pursuant to this Agreement or as a result of the Company Merger or otherwise, in connection with this Agreement and the transactions contemplated hereby (including, without limitation, in connection with the previously announced proposed consent solicitation by Barnxxxxx, xxe negotiation, preparation, execution and performance of this Agreement, the structuring of the Mergers, any agreements related hereto or thereto and any filings to be made in connection therewith) whether incurred or accrued prior to or after the end of any short-term performance period and prior to the time that short-term incentive bonusesCompany Effective Time.
Appears in 1 contract
Certain Benefits. (a) From and after the Effective Time, Schlumberger subject to applicable law, and except as contemplated hereby with respect to the Pac Rim Stock Option Plans, Parent and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms terms, all Xxxxx Pac Rim Benefit Plans and compensation arrangements and agreements Plans; provided, however, that nothing herein shall preclude any change effected on a prospective basis following the Effective Time in any Pac Rim Benefit Plan in accordance with their terms as in effect immediately prior applicable law. With respect to the Effective Time. For a period employee benefit or compensation plan or arrangement, including each "employee benefit plan" as defined in Section 3(3) of one year following the Effective Time, Schlumberger shall provide, ERISA maintained by Parent or shall cause to be provided, to each current and former employee any of Xxxxx and its Subsidiaries (the “Covered Employees”) compensation "Parent Benefit Plans"), Parent and benefits that are no less favorable, in the aggregate, than the compensation Surviving Corporation shall grant all Pac Rim employees from and benefits provided to each such Covered Employee immediately prior to after the Effective Time, excluding Time credit for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation provided to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance all service with the applicable severance plans, programs, agreements Pac Rim and arrangements of Xxxxx as in effect immediately its affiliates and predecessors prior to the Effective Time (with full for all purposes for which such service credit for years of service with Xxxxx and its Subsidiaries (and predecessors)) and (ii) to Covered Employees who are eligible for retiree was recognized by Pac Rim. To the extent Parent Benefit Plans provide medical or dental welfare benefits immediately prior to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx to Pac Rim and its Subsidiaries (and predecessors) prior to the Effective TimeSubsidiaries' employees, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx employee benefit plan in which such Covered Employee participated Parent or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx plan, service as recognized for purposes of Xxxxx’x 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an employment or change in control agreement) payable to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity Corporation, as the case may be, shall cause all use reasonable and best efforts to ensure that such plan shall waive any pre-existing condition exclusions conditions and actively-at-work requirements of such New Plan to be waived for such employee exclusions and his shall provide that any expenses incurred on or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx or its Subsidiaries in which such employee participated immediately prior to before the Effective Time and the Surviving Entity shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan Parent Benefit Plans for purposes of satisfying all applicable deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger provisions.
(b) Parent agrees to consider in good faith, and to consult with Xxxxx in good faith between employ at the date hereof and the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) the retiree medical programs Effective Time all employees of Schlumberger Pac Rim and its Subsidiaries of Covered Employees who have attained the age of 40 prior to are employed on the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plans.
(c) Schlumberger and Xxxxx hereby acknowledge that a “change of control” or “change in control” (or term of similar import) within the meaning of each of the Xxxxx Benefit Plans identified on Section 5.11(e) of the Xxxxx Disclosure Letter will occur at or immediately prior to the Effective Time, as applicable.
(d) Xxxxx may set and pay short-term incentive bonuses (i.e., bonuses in respect of a performance period of one year or less) in the ordinary course of business consistent in with all material respects with past practiceterms of their employment at Pac Rim, provided that (i) if the Effective Time occurs after the end of any shortunder Parent's then-term performance period current employment practices and prior to the time that short-term incentive bonusespolicies.
Appears in 1 contract
Samples: Merger Agreement (Superior National Insurance Group Inc)
Certain Benefits. (a) From and after the Effective Time, Schlumberger subject to applicable law, and except as contemplated hereby with respect to the Company Stock Option Plans, Parent and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms terms, the Executive Retention Agreements (as described in the Company Reports) between the Company or its Subsidiaries and certain employees thereof, and all Xxxxx the Company Benefit Plans Plans; provided, however, that nothing herein shall preclude any change effected on a prospective basis in any the Company Benefit Plan that is permitted pursuant to the following sentence of this Section 7.12. For a period of not less than one year following the Effective Time, subject to applicable law, Parent and its Subsidiaries will provide benefits or cash compensation arrangements in lieu thereof (with the exception of stock based plans) to the employees of the Company and agreements its Subsidiaries which will, in accordance with the aggregate, be no less favorable than those provided by the Company and its Subsidiaries to their terms as in effect employees immediately prior to the Effective Time. For a period With respect to the benefit plans of one year following Parent and the Surviving Corporation ("Parent Benefit Plans"), Parent and the Surviving Corporation shall grant all the Company employees from and after the Effective Time, Schlumberger shall provide, or shall cause to be provided, to each current and former employee of Xxxxx Time credit for all service with the Company and its Subsidiaries (the “Covered Employees”) compensation affiliates and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Covered Employee immediately prior to the Effective Time, excluding for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation provided to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of Xxxxx as in effect immediately predecessors prior to the Effective Time (with full for all purposes for which such service credit for years of service with Xxxxx and its Subsidiaries (and predecessors)) and (ii) to Covered Employees who are eligible for retiree was recognized by the Company. To the extent Parent Benefit Plans provide medical or dental welfare benefits immediately prior to after the Effective Time, retiree welfare benefits such plans shall waive any pre-existing conditions and shall provide that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan expenses incurred on or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after before the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx plan, service as recognized for purposes of Xxxxx’x 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an employment or change in control agreement) payable to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx or its Subsidiaries in which such employee participated immediately prior to the Effective Time and the Surviving Entity shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan Parent Benefit Plans for purposes of satisfying all applicable deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger provisions.
(b) Parent agrees to consider in good faith, employ or cause to be employed at the Effective Time all employees of the Company and to consult with Xxxxx in good faith between the date hereof and its Subsidiaries who are employed on the Closing Date on terms consistent with the Company's current employment practices and at comparable levels of compensation and positions; provided, that nothing in this sentence shall limit or restrict Parent from causing or permitting the employment to be terminated, or such terms and conditions to be changed, following the Effective Time. For a period of three years following the Effective Time, any reductions in workforce in respect ofof employees of Parent and the Surviving Corporation shall be made on a fair and equitable basis, design alternatives without regard to whether employment was with respect to equitable treatment under (x) Parent or the retiree medical programs Company or their respective Subsidiaries, and any employee whose employment is terminated or job is eliminated by Parent or any of Schlumberger and its Subsidiaries during such period shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by Parent or any of Covered Employees who have attained the age of 40 prior to the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plansSubsidiaries.
(c) Schlumberger and Xxxxx hereby acknowledge that a “change For purposes of control” or “change in control” (or this Section 7.12, the term of similar import) within the meaning of each "employees" shall mean all current employees of the Xxxxx Benefit Plans identified Company and its Subsidiaries (including those on Section 5.11(e) lay-off, disability or leave of the Xxxxx Disclosure Letter will occur at absence, paid or immediately prior to the Effective Time, as applicableunpaid).
(d) Xxxxx may set and pay short-term incentive bonuses (i.e., bonuses in respect of a performance period of one year or less) in the ordinary course of business consistent in all material respects with past practice, provided that (i) if the Effective Time occurs after the end of any short-term performance period and prior to the time that short-term incentive bonuses
Appears in 1 contract
Samples: Merger Agreement (Loctite Corp)
Certain Benefits. (a) Except as otherwise provided in this Section 6.6, on or before the Closing Date, but effective as of the Closing Date, Seller shall cause:
(i) the Acquired Companies to cease to be sponsors and/or adopting employers under the Company Benefit Plans that are not sponsored or maintained solely by the Acquired Companies; provided however, that after the Closing, the Acquired Companies shall contribute such amounts to, or with respect to, the Company 401(k) Plan as are necessary to satisfy their obligations with respect to benefits accrued under such plan prior to the Closing Date; and
(ii) each individual who is employed by any Acquired Company as of the Closing (a "Continuing Employee") to have a fully vested and nonforfeitable interest in his or her entire account balance under any Company Benefit Plan that is subject to Code Section 401(a), including any plan subject to Code Section 401(k) (the "Company 401(k) Plan").
(b) From and after the Effective TimeClosing, Schlumberger and its Subsidiaries (including the Surviving Entity) will honor in accordance with their terms all Xxxxx Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time. For a period of one year following the Effective Time, Schlumberger shall provide, or Buyer shall cause each Continuing Employee to be provided, to each current and former employee of Xxxxx and its Subsidiaries (the “Covered Employees”) provided with compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided on a basis substantially similar to each such Covered Employee immediately prior to the Effective Time, excluding for purposes of this comparison any equity-based compensation; provided that Schlumberger agrees to provide equity compensation to Covered Employees substantially comparable to equity compensation those provided to similarly situated employees of Schlumberger. For a period of one year following the Effective Time, Schlumberger shall provide, or shall cause to be provided, (i) to each Covered Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of Xxxxx as in effect immediately prior to the Effective Time (with full service credit for years of service with Xxxxx Buyer and its Subsidiaries (and predecessors)) and (ii) Affiliates. Notwithstanding the foregoing, nothing contained in this Section 6.6 or this Agreement is intended to Covered Employees who are eligible for retiree welfare benefits immediately prior confer upon any Continuing Employee any right to the Effective Time, retiree welfare benefits that are no less favorable than those provided pursuant to the arrangements of Xxxxx and its Subsidiaries as in effect immediately prior to the Effective Time.
(b) For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any defined benefit pension plan, severance plan or program eligibility or retiree welfare eligibility under any retiree welfare plan sponsored by Schlumberger or its Subsidiaries (other than under plans sponsored by Xxxxx and its Subsidiaries immediately prior to the Effective Date or a direct successor plan)) under the employee benefit plans of Schlumberger, the Surviving Entity and their Subsidiaries providing benefits to any Covered Employees after the Effective Time (the “New Plans”), each Covered Employee shall be credited with his or her years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time, to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Xxxxx employee benefit plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time (and to the extent there is no similar Xxxxx plan, service as recognized for purposes of Xxxxx’x 401(k) Plan), provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. For purposes of determining severance benefits under any New Plan providing severance benefits based on years of service (other than under an continued employment or change in control agreement) payable any right to a Covered Employee whose employment is terminated in circumstances eligible for severance benefits: (i) following the first anniversary of the Effective Time and on wages or prior to the third anniversary of the Effective Time, severance benefits shall be based on the sum of (A) severance payable under the terms of the Xxxxx xxxxxxxxx arrangement applicable to such employee as in effect immediately prior to the Effective Time based on service with Xxxxx and its Subsidiaries (and predecessors) up to the Effective Time and (B) severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on years of service with Schlumberger and its Subsidiaries following the Effective Time, (ii) on or following the fifth anniversary of the Effective Time, severance benefits shall be based on the severance payable under the relevant severance arrangement of Schlumberger or its applicable Subsidiary based on the sum of years of service with Xxxxx and its Subsidiaries (and predecessors) prior to the Effective Time and years of service with Schlumberger and its Subsidiaries following the Effective Time and (iii) between the third and fifth anniversaries of the Effective Time, severance benefits shall be based on a formula which provides a ratable transition between the severance determined under clauses (i) and (ii) above. Following the first anniversary of the Effective Time, Covered Employees will be treated as new hires in at any New Plan providing retiree welfare benefits, with service credited only from the period beginning with the Effective Time. In addition, and without limiting the generality of the foregoing: (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Covered Employee, the Surviving Entity shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxx or its Subsidiaries in which such employee participated immediately prior to the Effective Time and the Surviving Entity shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Schlumberger agrees to consider in good faith, and to consult with Xxxxx in good faith between the date hereof and the Closing Date in respect of, design alternatives with respect to equitable treatment under (x) the retiree medical programs of Schlumberger and its Subsidiaries of Covered Employees who have attained the age of 40 prior to time after the Closing Date, and (y) the defined benefit pension plans of Schlumberger and its Subsidiaries of Covered Employees who were previously employed by Schlumberger and its Subsidiaries and participated in such plans.
(c) Schlumberger Buyer shall cause each Continuing Employee and Xxxxx hereby acknowledge that a “change his or her eligible dependents, as determined under the terms of control” or “change in control” Buyer's benefit plans (or term of similar import) within the meaning of each of the Xxxxx Benefit Plans identified on Section 5.11(e) of the Xxxxx Disclosure Letter will occur at or including all such Continuing Employee's dependents covered immediately prior to the Effective TimeClosing Date by a Company Benefit Plan that is a group health plan, provided that such dependent is not a qualified beneficiary receiving continuation coverage under such plan pursuant to Code section 4980B(f) (COBRA) or similar state law) to be covered under a group health plan maintained by Buyer or an Affiliate of Buyer that provides medical and dental benefits to the Continuing Employee and such eligible dependents effective as applicableof the Closing Date.
(d) Xxxxx may set Buyer shall cause the employee benefit plans and pay short-term incentive bonuses programs maintained after the Closing by Buyer, the Acquired Companies and the other Affiliates of Buyer to recognize each Continuing Employee's years of service prior to the Closing Date with the Acquired Companies, Seller and the Affiliates of Seller for purposes of terms of employment, eligibility and vesting determinations under such plans and programs, and determining the level of benefits to be provided under applicable severance and vacation plans and policies.
(i.e., bonuses in respect of a performance period of one year or lesse) in the ordinary course of business consistent in all material respects with past practice, provided that Seller shall (i) take such actions, if any, as may be necessary to provide for the Effective Time occurs after the end of any short-term performance period and prior distribution to the time that short-term incentive bonusesContinuing Employees of their vested account balances under the Company 401(k) Plan, (ii) permit each Continuing Employee to elect on the Closing Date (or as soon thereafter as reasonably practicable) a direct rollover of his or her rolloverable account balance (including any outstanding loans) under the Company 401(k) Plan to a defined contribution plan designated by Buyer and maintained by Buyer or an Affiliate of Buyer (the 42
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