Common use of Certain Employee Benefits Matters Clause in Contracts

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 Purchaser and its Affiliates will not be entitled to any service recognition under this paragraph. Transferred Employees shall also be given credit for any deductible, co-payment amounts or out-of-pocket expenses paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any corresponding plan maintained or sponsored by Purchaser for which deductibles or co-payments are required.

Certain Employee Benefits Matters. (a) All Effective as of the Closing Date, the Sellers' employment of each of the employees of the Business Employees who are actively employed (including those two employees ("Rimtech Employees") currently employed by Rimtech Marketing Incorporated) ("Transferring Employees") shall cease and the Transferring Employees shall immediately become employees of Purchaser at the base compensation and wage levels in effect as of the Closing Date. Transferring Employees shall be employees at will and nothing in this Agreement shall create any obligation on vacation) the part of Purchaser to continue the employment of any Transferring Employee for any period of time. However for the period beginning 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 ending on the Closing Date upon termination first anniversary 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 employee benefit welfare and retirement plans and programs to the Business Transferring Employees that, (while continuing in the aggregateemploy of Purchaser) that are substantially similar in the aggregate to the employee benefit plans and programs listed on Schedule 3.1(1). The employment by Purchaser of each Union Employee shall be done in accordance with the terms of each applicable collective bargaining agreement pertaining to such Union Employee. With regard to Union Employees, Purchaser shall (i) are substantially equivalent recognize each labor union representing Union Employees as their exclusive bargaining representative, (ii) assume, and become party to those provided and bound by the terms and conditions of, each applicable collective bargaining agreement until the respective expiration date of the current term of each applicable collective bargaining agreement without respect to any renewals, extensions or modifications therein or thereto, (iii) comply with its legal obligations under Federal labor law with regard to Union Employees, and (iv) treat service with the Sellers and their Affiliates prior to the Closing Date in the same manner as such service has been recognized by the Sellers for purposes of determining seniority rights and benefits under the applicable collective bargaining agreement (except where recognition of such service by Purchaser to its other similarly situated employees would result in a duplication of benefits provided). Except as otherwise required by the terms of any such plan or applicable law, 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 Purchaser and its Affiliates will not be entitled to any service recognition under this paragraph. Transferred Transferring Employees shall also be given credit for cease in participation in, and shall cease accruing any deductiblebenefits under, co-payment amounts or out-of-pocket expenses paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any corresponding plan maintained or sponsored by Purchaser for which deductibles or co-payments are requiredPension Plan and Welfare Plan.

Certain Employee Benefits Matters. (a) All For a period of at least 12 months following the Business Employees Closing, Buyer shall provide (or shall cause the Company to provide) each employee who are actively is employed (including those on vacation) on by the Company as of the Closing Date shall (a "Continuing Employee") with compensation and employee benefits (other than stock or other equity or equity-linked based plans) which are substantially comparable in the aggregate to those provided by the Company as of the date hereof. Buyer acknowledges that the Company Plans are all sponsored by Parent and that, after the Closing, all employee benefits will be offered employment on provided to employees of the Company under plans sponsored by Buyer or 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 Affiliate of employment shall be Buyer. Buyer agrees (i) to waive or have the Company waive any waiting period or limitations regarding pre-existing conditions with respect to Continuing Employees and their beneficiaries under any group health or other benefit plan maintained by Buyer for the benefit of any Continuing Employees after the Closing (but only to the extent that there would have been no such waiting period or limitations under the Company Plans if the transactions contemplated hereby had not been consummated), (ii) to credit any covered expenses incurred by any employee under Parent's group health plan prior to the Closing towards any deductibles, limits or out-of-pocket maximums under any group health plan maintained by Buyer for the benefit of any Continuing Employees after the Closing, (iii) to credit the service of each Continuing Employee with the Company or any of its Affiliates prior to the Closing for the purposes of determining such continuing Employee's Years of Service under plans maintained by Buyer for the benefit of any Continuing Employee after the Closing, (iv) subject to Section 9.3, provide severance benefits to Continuing Employees terminated without cause within 12 months of the Closing that are at least equal to the same salary or hourly wage rate and position severance that would have been provided by the Company under the Company's severance plans in effect immediately prior to the Closing Date Closing, and (iiv) at the same location or within 20 miles from the location of such employment immediately prior provide continuation health care coverage to the Closing Date. Purchaser shall also offer employment all Continuing Employees and their qualified beneficiaries who incur a qualifying event on an "at will" basis to each Business Employee who is temporarily absent from active employment on and after the Closing Date upon termination of such temporary absence within six months following in accordance with the Closing Date, provided that such individual is able to perform the essential functions continuation health care coverage requirements of the position he or she previously held with the Sellers prior to such absenceConsolidated Omnibus Budget Reconciliation Act of 1985, and any such individual shall be treated as a amended ("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 COBRA"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 Purchaser and its Affiliates will not be entitled to any service recognition under this paragraph. Transferred Employees shall also be given credit for any deductible, co-payment amounts or out-of-pocket expenses paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any corresponding plan maintained or sponsored by Purchaser for which deductibles or co-payments are required.