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. (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.
Certain Employee Benefit Matters. (a) As of the Effective Time, Parent and the Company shall take all actions necessary to cause all option agreements which are in effect under the Stock Option Plan following the Effective Time in accordance with the provisions of Section 6.01 (the "Option Agreements") to provide that, in the event a recipient of options under such Option Agreement who is employed by Parent or its subsidiaries in accordance with this Agreement (each, an "Optionee") is terminated from employment without Cause during the period from the Effective Time until the second anniversary of the Effective Time (the "Covered Period"), all options granted to such Optionee under such Option Agreements which are not exercisable under the terms of such agreements on the date that the Optionee's employment is terminated shall accelerate, and that all options subject to such Option Agreements shall be exercisable for a period of thirty (30) days beginning on the date that the Optionee's employment is terminated, after which period all such options shall be cancelled and such Option Agreements 62 shall terminate. In the event an Optionee voluntarily resigns from employment with Parent or its subsidiaries without Good Reason (as defined below), is terminated from employment with Parent or its subsidiaries for Cause, or refuses an offer of employment in a similar position and at a comparable salary with Parent or its subsidiaries, all options which are not exercisable or have not been exercised on the date the Optionee's employment terminates shall be cancelled and the Option Agreements to which such Optionee is a party shall terminate. Except as otherwise provided, all other terms of the Option Agreements shall remain unchanged. Further, with respect to executives of the Company who are employed at the level of vicepresident or above as identified in the document titled "Current NeXT Software Employment Data", effective December 17, 1996, who are employed by Parent or the Company immediately after the Effective Time ("Transferred Senior Executives"), Parent and the Company shall take all actions necessary to amend the Option Agreements which are in effect with respect to such Transferred Senior Executives to provide that in the event such Transferred Senior Executive resigns from employment with Parent or its subsidiaries for Good Reason during the Covered Period, all options subject to such Option Agreements which are not exercisable under the terms of such agreements as of the date that the...
Certain Employee Benefit Matters. 44 6.13. Accountants' Letters.............................................. 45 6.14.
Certain Employee Benefit Matters. (a) For the one year period ending on the first anniversary of the Effective Date (the "Continuation Period"), the Surviving Corporation shall, or shall cause its Subsidiaries to, (i) pay to each of their respective employees, during any portion of the Continuation Period that such employee is employed by the Surviving Corporation or any such Subsidiary, an annual salary or hourly wage rate, as applicable, that is no less than the annual salary or hourly wage rate payable to such employee immediately prior to the Effective Time and (ii) provide such employees (as a group) in the aggregate with employee benefits, during any portion of the Continuation Period that such employees are employed by the Surviving Corporation or any such Subsidiary, that are substantially similar in the aggregate to either (i) the employee benefits provided to such employees pursuant to the Company Plans (other than equity based benefits) immediately prior to the Effective Time or (ii) the employee benefits provided to similarly-situated employees of Nortel Networks and its Subsidiaries. Notwithstanding any other provision herein, none of the Surviving Corporation, any of its Subsidiaries or Nortel Networks will have any obligation to continue the employment of any such employee for any period following 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 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. 26 6.3 Expenses....................................................................27 6.4
Certain Employee Benefit Matters. Each employee of the Company at -------------------------------- the Effective Time will be provided with employee benefits (other than benefits under stock options plans) 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. At the Closing, Parent, Buyer and Seller shall enter into the letter agreements attached hereto as EXHIBIT A and EXHIBIT B with respect to welfare benefits and qualified retiree benefits, respectively, which letter agreements are incorporated by reference into the Purchase Agreement.
Certain Employee Benefit Matters. 40 6.9 Indemnification..................................................................................41 6.10
