Certain Plans and Agreements. To indemnify the Indemnitee in connection with proceedings or claims involving the enforcement of the provisions of any employment, severance or compensation plan or agreement that the Indemnitee may be a party to, or beneficiary of, with the Company or any of the Company’s subsidiaries.
Certain Plans and Agreements. Buyer agrees to honor, and to cause the Transferred Business Companies to honor, the severance agreements and plans set forth on Schedule 5.11(e) hereto (the "LISTED AGREEMENTS"). DuPont has previously provided to Buyer accurate annual base salaries and annual target incentives, as of the date of this Agreement, of each individual who is a party to a Listed Agreement. Buyer acknowledges that the Closing constitutes a "Change in Control" for all purposes pursuant to the Listed Agreements. The Listed Agreements shall not include any "supplemental agreement" listed on Schedule 3.11(i).
Certain Plans and Agreements. Buyer agrees that Buyer will, or will cause the Company or the Division Entities to reimburse Seller for an amount up to $4,958,000 for severance costs that may be incurred by Seller in connection with the termination of employment of any employee listed in Section 6.2(g) of the Disclosure Letter, provided that, as a condition of that reimbursement Seller has taken all such actions as are reasonably necessary to ensure that Buyer, its Subsidiaries, the Company and the Division Entities are entitled to the protections of all restrictive covenants, including without limitation, non-competition, protection of confidential information and non-solicitation of employees, to which any of the individuals listed in Section 6.2(g) of the Disclosure Letter are subject by reason of any sale or other bonuses contingent upon the consummation of the transactions contemplated hereunder. All other liabilities of Seller or the Division Entities for severance pay (other than in connection with the Severance Plan), stay bonuses, stock options or other equity incentives, retention plans, sale or other bonuses contingent upon the consummation of the transactions contemplated hereunder or any similar arrangements shall be retained by Seller and shall constitute "Retained Liabilities" hereunder and Buyer shall not assume any such liabilities or any other employee benefit or compensation liabilities, except as specifically set forth in Section 6.2(e) above.
Certain Plans and Agreements. Except as shown on Section 6.2(f) of the Disclosure Letter, Buyer agrees that Buyer will, or cause the Company to, reimburse Seller for any severance costs that may be incurred by Seller under Seller’s existing severance policy in connection with the termination of employment by the Company after the Closing of any Transferred Employee listed on Section 6.2(f) of the Disclosure Letter. Notwithstanding any other provision hereof, Buyer agrees to honor, and to cause the Company and the Division Entities to honor, from and after the Closing, the retention, severance and transaction incentive compensation arrangements set forth on Section 6.2(f) of the Disclosure Letter hereto (the "Listed Agreements") for Transferred Employees.
Certain Plans and Agreements. If, at any time from the Closing until the date that is one year after the Closing Date, Buyer, the Company or any Division Entity terminate the employment of any Transferred Employee, Buyer shall be responsible for any severance due such employees under the terms and conditions of the applicable severance plan of Seller disclosed in Section 6.2(f) of the Disclosure Letter (the "Severance Policy"). If, at any time from and after the date that is one year after the Closing Date, Buyer, the Company or any Division Entity terminate the employment of any Transferred Employee, Buyer shall be responsible for any severance due such employees under any applicable severance plan of Buyer.
Certain Plans and Agreements. If, at any time from the Closing until the date that is one (1) year after the Closing Date, Buyer, the Company or any Division Entity terminate the employment of any Transferred Employee, Buyer shall be responsible for any severance due such employees under the terms and conditions of the applicable severance plan of Seller disclosed in Section 6.2(f) of the Disclosure Letter (the "Severance Policy"). If, at any time from and after the date that is one year after the Closing Date, Buyer, the Company or any Division Entity terminate the employment of any Transferred Employee, Buyer shall be responsible for any severance due such employees under any applicable severance plan of Buyer. If a Division Offeree does not accept Buyer's offer of employment where such offer violated Section 6.2(b) hereof in that it did not reflect compensation and employee benefits comparable in the aggregate to (or in excess of) the compensation and employee benefits provided to such Division Offeree as of the date hereof, Seller's Damages shall include any severance due such Division Offeree under the Severance Policy. Seller shall retain all liabilities (including, without limitation, any liability relating to severance under the Severance Policy, to the HealthSouth Corporation Employee Stock Benefit Plan, or otherwise) with respect to all Seller employees who are not Transferred Employees, including without limitation all Division Offerees who do not accept a Compliant Offer made by Buyer. For purposes of clarification, Buyer shall have no liability whatsoever with respect to the payment of any retention bonus pursuant to Article V of the HealthSouth Corporation Transitional Severance Plan (Executive Employees) or otherwise.
Certain Plans and Agreements. Seller agrees to honor and pay on the Closing Date the retention and transaction incentive compensation arrangements and agreements set forth on Section 6.2(f) of the Disclosure Schedule hereto (the "Listed Agreements") for Continuing Business Employees.
