Certain Employee Benefit Matters. (a) To the extent requested by Parent, (i) Launch shall take all necessary action to cause any 401(k) plan sponsored or maintained by Launch to be terminated at least one day prior to the date that Parent and Launch become members of a controlled group of corporations as described in Code section 414(b) or become under common control as described in Code section 414(c) and (ii) Launch shall provide Yahoo! with a copy of resolutions duly adopted by Launch's Board of Directors amending any 401(k) plan sponsored or maintained by Launch so as to assure its continued qualified status under Code section 401(a) on termination and terminating such plan effective at least one day prior to the Closing Date.
(b) Individuals who continue employment with Yahoo!, Launch, or the Surviving Corporation from and after the Effective Time shall be referred to herein as "AFFECTED EMPLOYEES." Each Affected Employee will be eligible to participate in the benefit programs, plans, arrangements, payroll practices (including vacation or paid time off entitlement) offered to employees of Yahoo! or maintained or established by the Surviving Corporation from time to time (the "YAHOO! EMPLOYEE BENEFIT PLANS") pursuant to the terms of each such Plan, or in the absence of plan terms or provisions, in accordance with the regularly established policies or procedures of Yahoo! or the Surviving Corporation. In the period prior to the Effective Time the respective human resources departments of Yahoo! and Launch shall work together to establish a employee benefits transition plan for the Surviving Corporation following the consummation of the Merger.
(c) Yahoo! will, or will cause the Surviving Corporation to, recognize the employment service of each Affected Employee with Launch for purposes of eligibility and vesting (but not benefit accrual) under any Yahoo! Employee Benefit Plan. Each Affected Employee's years of service with Launch shall be otherwise recognized for all general employment purposes including, without limitation, vacation, personal time and similar general employment purposes, provided, that any vacation time offered by Yahoo! or Surviving Corporation in the calendar year of the Effective Time to any Affected Employee shall be offset by any vacation time used by or paid to an Affected Employee by Launch in the calendar year of the Effective Time.
Certain Employee Benefit Matters. From and after the Effective Time, employees of Target at the Effective Time will be provided with employee benefits by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employees than those provided from time to time by Acquiror to its similarly situated employees. If any employee of Target becomes a participant in any employee benefit plan, program, policy or arrangement of Acquiror, such employee shall be given credit for all service prior to the Effective Time with Target to the extent permissible under such plan, program, policy or arrangement.
Certain Employee Benefit Matters. 44 6.13. Accountants' Letters............................................45 6.14.
Certain Employee Benefit Matters. From and after the Effective Time, employees of Target at the Effective Time will be provided with employee benefits by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employees than those provided from time to time by Acquiror to similarly situated employees. If any employee of Target becomes a participant in any employee benefit plan, program, policy or arrangement of Acquiror, such employee shall be given credit for all service prior to the Effective Time with Target to the extent permissible under such plan, program, policy or arrangement. All Target Options assumed by Acquiror at the Effective Time pursuant to the terms of Section 6.5(a) shall remain outstanding following the Effective on the same terms and conditions as prior to the Effective Time, subject to the adjustments contemplated by such Section 6.5. Employees of Target as of the Effective Time shall be permitted to participate in the ESPP commencing on the first enrollment date following the Effective Time, subject to compliance with the eligibility and other provisions of such plan.
Certain Employee Benefit Matters. 35 Section 6.8
Certain Employee Benefit Matters. Each Offered Employee of the Company at the Effective Time will be provided with employee benefits by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employee than those provided from time to time by Acquiror to similarly situated employees.
Certain Employee Benefit Matters. 26 6.3 Expenses......................................................26 6.4
Certain Employee Benefit Matters. From and after the -------------------------------- Effective Time, employees of RTI at the Effective Time (each, an "RTI Employee") will be provided with employee benefits by the Surviving Corporation or Mpath which in the aggregate are no less favorable to such employees than those provided from time to time by Mpath to its similarly situated employees. If any employee of RTI becomes a participant in any employee benefit plan, program, policy or arrangement of Mpath, such employee shall be given credit for all service prior to the Effective Time with RTI to the extent permissible under such plan, program, policy or arrangement. No RTI Employee as of the time of Closing shall be required to relocate from Williamstown, Massachusetts in order to continue their employment with RTI and Mpath following the Closing.
Certain Employee Benefit Matters. 40 6.9 Indemnification..................................................................................41 6.10
Certain Employee Benefit Matters. 43 5.10 Indemnification.............................................................................. 44 5.11 Affiliates................................................................................... 45 5.12 Letter of Talarian's Accountants............................................................. 45 5.13
