Certain Employee Benefits. In the event that Acquiror discontinues any Company Benefit Plans for the benefit of Continuing Employees and replaces them with new benefit plans, programs or arrangements or Acquiror Benefit Plans, Acquiror shall, or shall cause its Subsidiaries to, cause each such plan, program or arrangement to treat such Continuing Employee in the same manner as similarly situated employees of Acquiror and treat the prior service with the Company of each Continuing Employee (to the same extent such service is recognized under any analogous plans, programs or arrangements of the Company immediately prior to the Effective Time to the extent such a plan, program or arrangement is in effect immediately prior to the Effective Time) as service rendered to Acquiror or its Subsidiaries, as the case may be, solely for purposes of eligibility to participate and for vesting thereunder (but not for purposes of benefit accruals under a defined benefit plan). To the extent commercially reasonable, Acquiror and its Subsidiaries will cause any and all preexisting condition limitations (to the extent applicable) and eligibility waiting periods, under any health plans maintained or adopted by Acquiror or its Subsidiaries in which Covered Employees are eligible to participate after the Effective Time, to be waived with respect to (a) Continuing Employees who, immediately prior to the Effective Time, participated in a Company- sponsored health plan and (b) their eligible dependents. Acquiror and its Subsidiaries will make commercially reasonable efforts to recognize, for purposes of any annual deductible and out-of-pocket limits under its existing or any new health plans, deductible and out-of-pocket expenses paid by Continuing Employees and their dependents during the calendar year in which the Effective Time occurs under the health plans of the Company and its Subsidiaries. Nothing in this Section 5.11 shall prevent Acquiror from amending or terminating any Company Benefit Plans or Acquiror Benefit Plans (or its Subsidiaries) or any other contracts, arrangements, commitments or understandings, in accordance with their terms and applicable law; providing, however, that the arrangements identified in Section 5.11 of the Company Disclosure Schedule shall be administered as described therein. No Continuing Employee who participates in any Acquiror Benefit Plan as of the date of this Agreement shall be adversely affected by the provisions of this section 5.11, other than the preservation of...
Certain Employee Benefits. (a) Effective as of the day immediately preceding the Closing Date, the Company and its Affiliates, as applicable, shall each terminate any plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (the “401(k) Plan(s)”). Unless Parent provides such written notice to the Company, no later than five business days prior to the Closing Date, the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company’s Board of Directors.
(b) As of the Closing Date, Parent will either (i) permit employees of the Company and each of its subsidiaries who continue employment with Parent or the Surviving Corporation following the Closing Date (“Continuing Employees”), and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Parent on terms no less favorable than those provided to similarly situated employees of Parent, (ii) continue comparable Company Employee Plans other than the 401(k) Plans (except as otherwise provided pursuant to Section 5.13(a)), or (iii) a combination of clauses (i) and (ii) (it being understood that Parent shall have no obligation to continue any Company Employee Plan not comparable to plans or programs of Parent in effect on the Closing Date). To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Closing Date, (A) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual) under such plan for years of service with the Company (or any of its subsidiaries), including predecessor employers acquired directly or indirectly by the Company prior to the Closing Date, and (B) Parent will use commercially reasonable efforts to (1) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived and (2) provide for credit for any...
Certain Employee Benefits. Certain other employee benefits for which you are eligible and in which you are, or on the Effective Date will be, vested or otherwise are entitled to receive are set forth in the Attachment to this Agreement entitled "Certain Employee Benefits". You will be entitled to receive such certain employee benefits in accordance with their respective terms and provisions. However, if this Agreement is terminated under the provisions of paragraphs 1 (b) or 1 (d), you will be entitled to receive only those Certain Employee Benefits in which you are vested or would otherwise be entitled to receive in accordance with the terms and provisions of said benefit plans.
Certain Employee Benefits. (a) As soon as practicable after the execution of this Agreement, Company and Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and terminate Company Employee Plans immediately prior to the Effective Time if appropriate).
(b) Employees of the Company and its subsidiaries will be granted credit for all service with the Company, its subsidiaries or its Affiliates under each Company employee benefit plan, program or arrangement of Parent or its Affiliates in which such Employees are eligible to participate for all purposes, except for purposes of benefit accrual under a defined benefit pension plan. If Employees become eligible to participate in a medical, dental or health plan of Parent or its Affiliates, Parent will cause such plan to (i) waive any preexisting condition exclusions and waiting period limitations for conditions covered under the applicable medical, dental or health plans maintained or contributed to by Company (but only to the extent corresponding exclusions and limitations were satisfied by such Employees under the applicable medical, dental or health plans maintained or contributed to by Company); and (ii) credit any deductible or out of pocket expenses incurred by the Employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation.
(c) Parent and Company shall each perform and undertake all acts as may be necessary to comply with the applicable provisions of the Workers Adjustment and Retaining Act ("WARN") and laws for all of their respective employees. Parent shall be responsible for and pay any liability for severance payments, pursuant to WARN or otherwise, to any Parent employee that accrues or becomes payable during the period of such employee's employment or service with Parent or arises out of the termination of such person's employment with Parent. Company shall be responsible for and pay any liability for severance payments, pursuant to WARN or otherwise, to any Company employee that accrues or becomes payable during the period of such employee's employment or service with Company or arises out of the termination of such persons employment with Company.
Certain Employee Benefits. 49 Section 5.13
Certain Employee Benefits. Parent and Company agree to take the action described in Schedule 8.10 hereto.
Certain Employee Benefits. 53 5.19 Section 16.......................................................................53 5.20
Certain Employee Benefits. As soon as practicable after the execution of this Agreement, Parent and Company shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements which carry out the agreements set forth in the following two sentences. Parent will use reasonable efforts to arrange that, as soon as reasonably practicable after the Effective Time, Parent's benefit arrangements and employee plans provide similar or comparable benefits to Company's employees generally as is provided to Parent's employees who are similarly situated. Parent's benefit arrangements and employee plans shall give full credit for each participant's continuous period of service with Company prior to the Effective Time for all purposes for which length of service prior to the Effective Time is recognized under Parent benefit arrangements and employee plans. At Parent's request, Company agrees that it and its subsidiaries shall terminate any and all Company Employee Plans, if appropriate (other than contractual agreements disclosed in the Company Disclosure Letter) immediately prior to the Effective Time.
Certain Employee Benefits. (a) From the Effective Time through December 31, 2001 (the "Benefits Continuation Period"), the Surviving Corporation shall provide each person who, as of the Effective Time, is an employee of the Company or any subsidiary of the Company (a "Company Employee") with employee benefits that are comparable in the aggregate to those provided to such Company Employee immediately prior to the Effective Time, provided, however, subject to applicable law and contractual -------- ------- restrictions, that the Surviving Corporation shall have the right to amend any Company Employee Plans, including without limitation, any retiree welfare benefit plans or pension benefit plans, in effect as of the Effective Time. Notwithstanding the foregoing, from the Effective Time through the end of the Benefits Continuation Period, the Surviving Corporation shall maintain severance plans, policies and programs for the benefit of each Company employee that are substantially comparable to the severance plans, policies and programs of the Company as in effect for such employee immediately prior to the Effective Time, provided, however, that, except as required by contractual obligation, no such -------- ------- employee shall be entitled to a severance benefit in excess of one year's salary and one year's continuation of health and welfare benefits.
Certain Employee Benefits. 55 ------------------------- SECTION 6.14 Employment, Consulting, Noncompetition, and Other Agreements....................................56 ------------------------------------------------------------ SECTION
