Certain Employee Benefits Matters. (a) Effective as of the Closing Date, Buyer shall offer employment to each Transferred Employee at the salary or wage level, as applicable, and with employee benefits that, in the aggregate per employee, are substantially comparable to those provided by Seller and to such Transferred Employee immediately prior to the Closing Date. For the one-year period following the Closing Date (the “Continuation Period”), Buyer agrees to (i) provide severance benefits to Transferred Employees that are no less favorable to Transferred Employees than the severance benefits program in place immediately prior to the Closing Date for salaried and hourly employees employed in connection with the operation of the Business and (ii) otherwise provide each Transferred Employee (whether or not such individual returns to active employment in the Business) with employee benefits that, in the aggregate per employee, are substantially comparable to those provided by Seller and its Subsidiaries to such Transferred Employee immediately prior to the Closing Date. Except to the extent it would result in the duplication of benefits, Buyer shall cause Buyer’s employee benefit plans to recognize, for the purpose of determining the vesting of benefits and participation eligibility, all service by Transferred Employees with Seller or any of its Subsidiaries, including service with predecessor employers to the extent that such service was recognized by the analogous plans of Seller, any of its Subsidiaries or Seller such that no break or interruption of employment or participation shall be deemed to have occurred with respect to the Transferred Employees.
(b) Buyer agrees that any pre-existing condition exclusions or waiting periods imposed under Buyer’s welfare benefit plans will be waived with respect to any Transferred Employee and his or her covered dependents and Buyer (or Buyer’s employee benefit plans) shall assume all liabilities relating to all claims by Transferred Employees (and their dependents and beneficiaries) for benefits after the Closing Date under all medical, dental, employee assistance, life, accidental death and dismemberment, dependent life, short- and long-term disability plans.
(c) Buyer shall provide continuation coverage to Transferred Employees with respect to whom a qualifying event occurs as a result of or following the Closing of the transaction contemplated by this Agreement in compliance with the provisions of Code Section 4980B and ERISA Section 601 et seq.
(d...
Certain Employee Benefits Matters. (a) All of the Business Employees who are actively employed (including those on vacation) on the Closing Date shall be offered employment on an "at will" basis with the Purchaser on such date, and such individuals who accept such offer on such date shall be referred to as "Transferred Employees." Each such offer of employment shall be (i) at the same salary or hourly wage rate and position in effect immediately prior to the Closing Date and (ii) at the same location or within 20 miles from the location of such employment immediately prior to the Closing Date. Purchaser shall also offer employment on an "at will" basis to each Business Employee who is temporarily absent from active employment on the Closing Date upon termination of such temporary absence within six months following the Closing Date, provided that such individual is able to perform the essential functions of the position he or she previously held with the Sellers prior to such absence, and any such individual shall be treated as a "Transferred Employee" from and after his or her date of employment with Purchaser. For a period of 12 months following the Closing Date, Purchaser shall provide benefits to the Business Employees that, in the aggregate, (i) are substantially equivalent to those provided by Purchaser to its other similarly situated employees as of the Closing Date and (ii) are no less favorable than those provided by the Sellers and their Subsidiaries under the Benefit Plans (other than benefits relating to stock options or other equity-based compensation) to such Business Employees immediately prior to the Closing Date. Purchaser shall cause Purchaser's employee benefit plans and arrangements (including, but not limited to, all "employee benefit plans" within the meaning of Section 3(3) of ERISA and all plans, programs, policies and employee fringe benefit programs, including vacation policies), to the extent Purchaser makes them available to Business Employees, to recognize, solely for the purposes of determining the vesting of benefits and participation eligibility (but not for benefit accrual), all service by Transferred Employees with the Sellers, including service with predecessor employers, to the extent that such service was recognized by the analogous benefit plans of Purchaser, provided that such recognition does not result in any duplication of benefits. Individuals who have terminated employment with Sellers prior to the Closing Date and are subsequently hired by Purcha...
Certain Employee Benefits Matters. (a) The Company and the key employees identified on Schedule 6.14 hereto (collectively, the “Key Employees”) shall contemporaneously with the execution and delivery of this Agreement enter into employment agreements in all material respects in the form attached hereto as Exhibit B (collectively, the “Key Employee Employment Agreements”) with effectiveness contingent only upon the Closing.
(b) At or immediately following the Closing, Purchaser shall cause the Company to adopt a stock option plan in all material respects in the form of Exhibit C. On the Closing Date, Purchaser shall cause the Company to issue options thereunder in accordance with the term sheet attached hereto as Exhibit D. At or immediately following the Closing, Purchaser and the Company shall enter into a stockholders agreement in all material respects in the form attached hereto as Exhibit E.
Certain Employee Benefits Matters. At Parent's direction, Company shall, immediately prior to the Closing Date, terminate any one or more of the Company Employee Plans as specified by Parent, subject to closing of the transactions contemplated herein and in any such event, no further contributions shall be made to the Company Employee Plans. In the event Parent directs Company to terminate one or more of the Company Employee Plans, Company shall provide to Parent (i) executed resolutions by the Board of Directors of Company authorizing the termination of such plan or plans; and (ii) if applicable, an executed amendment to the Plans sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the Plan will be maintained at the time of termination.
Certain Employee Benefits Matters. Except as otherwise provided in Sections 4.6 and 4.7:
Certain Employee Benefits Matters. Except as otherwise provided herein, U.S. Buyer or the Applicable Buyer Affiliate (as defined below) shall offer employment to, or, if applicable, the Parties shall take such actions as may be necessary to cause the relevant transfer of, each of the In-Scope Employees identified on Schedule 9.3 (the “Business Employees”), including those on military leave, leave of absence (whether paid or unpaid), disability or layoff, as set forth in Schedule 2.13(e). No later than five (5) Business Days before the Closing Date, Seller shall deliver to Buyers an updated list of In-Scope Employees (and their corresponding classifications as further described in this Section 9.3) which may include additional employees of the Business; provided, however, Buyers, without their prior written consent, shall not, to the extent permitted by applicable Law, be obligated to make any such offer to, any such additional employees. Seller acknowledges that U.S. Buyer will make employment offers to each Business Employee located in the United States and that the appropriate Affiliate of U.S. Buyer located in the jurisdiction where each non-U.S. Business Employee is located (each an “Applicable Buyer Affiliate”) shall either be the entity to which such non-U.S. Business Employee is transferred or the entity that makes an offer of employment to such non-U.S. Business Employee. For purposes of this Section 9.3, references to Seller shall include, when appropriate, any affiliate of Seller that employees an applicable Business Employee. For purposes of this Section 9.3, references to applicable Law shall include, when appropriate, Applicable Employment Law
Certain Employee Benefits Matters. Employees of the Company at --------------------------------- the Effective Time will be provided with employee benefit plans by the Surviving Corporation or Parent, except with respect to such Company Benefit Plans Parent determines that it will continue in effect. If any employee of the Company becomes a participant in any employee benefit plan, program, policy or arrangement of Parent or one of its subsidiaries, such employee shall be given credit for all service with the Company prior to the Effective Time to the extent permissible under the current terms of such plan, program, policy or arrangement or through an amendment of such plan, program, policy or arrangement at no cost in excess of $100,000 in the aggregate to Parent and without any requirement of obtaining approval of the Parent's stockholders. Parent also agrees to issue within a reasonable period of time after the Effective Time options to purchase shares of its Common Stock in amounts reasonably consistent with Parent's practices for employees on comparable levels as determined by Parent to the lesser of seventy percent of the employees listed in Schedule 6.2(k) hereto or the number of such employees that remain employees of the Surviving Corporation at the time of the grant of the stock options. Parent also will provide bonuses of $10,000 per employee to seventy percent of the employees listed in Schedule 6.2(k) hereto payable if such employees are employed by the Company one year after the Effective Time.
Certain Employee Benefits Matters. 40 Section 6.15 Board Appointment............................................41
Certain Employee Benefits Matters. 26 SECTION 7.11 DIRECTORS'AND OFFICERS'INDEMNIFICATION AND INSURANCE.........................................26 SECTION 7.12 BLUE SKY LAWS................................................................................26 SECTION 7.13
Certain Employee Benefits Matters. Employees of the Company at the Effective Time will be provided with welfare benefits by the Surviving Corporation, Parent or one of its subsidiaries which welfare benefits shall be substantially similar to such welfare benefits provided to similarly situated employees of Parent immediately prior to the Closing. If any employee of the Company becomes a participant in any employee benefit plan, program, policy or arrangement of Parent or one of its subsidiaries, such employee shall, to the extent permitted by such plan, program, policy or arrangement, be given credit for all service with the Company prior to the Effective Time for purposes of vesting eligibility but not for benefit accrual purposes. Parent shall pay, or cause the Company to pay, severance payments in the following amounts, on such terms as Parent shall request (including a general release agreement), to any employees of the Company and/or Officers who are terminated in connection with the Merger: (a) each such employee shall receive a severance payment equal to at least two (2) months of his or her regular straight-time salary as of the Effective Date, and (b) each such Officer shall receive a severance payment equal to at least three (3) months of his or her regular straight-time salary as of the Effective Date. For purposes of this Section 6.10, "Officer" shall mean Stevx Xxxxxxxxxx, Xxrrx Xxxxx, Xxb Xxxxx, Xxke XxXxxxx xxx Richxxx Xxxxx. Xxrent agrees to provide continuation coverage of medical benefits (as described in sections 601 through 609 of ERISA and section 4980B of the Code) to employees of the Company who are terminated in connection with the Merger and who elect such coverage notwithstanding whether such employees are entitled to elect continuation coverage under ERISA or the Code.
