Company Employee Matters. (a) As soon as practicable following the date hereof, Yuma shall meet with employees of the DPAC Companies (i) who have expressed an interest in continuing employment with the Yuma Companies or the DPAC Companies after the Merger Effective Time, and (ii) who Yuma has an interest in continuing the employment, and in each such case, Yuma shall negotiate in good faith with such person to determine terms of his or her continuing employment, including compensation and benefits on terms substantially comparable, in the aggregate, to the terms of employment of such Persons with the DPAC Companies or, if greater, to similarly situated employees of the Yuma Companies. If Yuma continues the employment of any such employee or any such employee accepts an offer to become an employee of the Yuma Companies effective immediately following the Merger Effective Time, (each such employee a “Continuing Employee”), the Company shall reduce the Company Aggregate Severance Amount by an amount commensurate with such employee’s unpaid severance benefits. Yuma and the Company shall agree on the list of all such Continuing Employees two (2) Business Days prior to the Closing. Employment of the employees of any DPAC Company who are not Continuing Employees shall be terminated by the Company as of the Merger Effective Time.
(b) All Continuing Employees will be provided credit for their service with the DPAC Companies under any Yuma Employee Plan or other plan in which the Continuing Employee participates after the Merger Effective Time as credited to such employees under a similar Company Employee Plan.
(c) Prior to the Merger Effective Time, the Company shall make severance payments to employees and officers of the DPAC Companies in the aggregate amount of up to $4,713,830 (“Company Aggregate Severance Amount”) in accordance with either (i) the terms of the respective employment agreement for the executives listed in Section 6.21(c) of the Company Disclosure Schedule, if applicable, or (ii) the severance policies of the DPAC Companies and pursuant to the authorization of the Company Board, provided, that the Company Aggregate Severance Amount shall be subject to reduction in the amount of each Continuing Employee’s unpaid severance benefits as a result of employment of the Continuing Employees by Yuma or its Subsidiaries (including the DPAC Companies) effective immediately after the Merger Effective Time; provided, further, that to the extent that the Closing does not occur in June ...
Company Employee Matters. (a) For a period commencing as of the Effective Time and ending on November 30, 2018, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or its subsidiaries who continues to be employed by Parent or the Surviving Corporation or a subsidiary of either of them (each a “Continuing Employee”) either, at Parent’s election, (x) compensation (including, without limitation, base salary or wage rate, bonus or commission opportunity, cash incentive compensation opportunity and if the Continuing Employee received equity compensation from the Company, equity-based compensation opportunity) that is not less favorable in aggregate to the Continuing Employee than the compensation the Continuing Employee was receiving as an employee of the Company immediately before the Effective Time or (y) the same compensation as that provided by Parent and its subsidiaries to their similarly-situated employees (taking account of duties, geographical location and any other relevant factors) during such period.
(b) Parent will provide each Continuing Employee with credit for all service with the Company or its subsidiaries (including for purposes of this Section 8.2, any predecessor companies) as if such service were with Parent and its subsidiaries for purposes of determining eligibility, vesting, levels of benefits and benefit accrual under the employee benefit and compensation plans in which such Continuing Employee participates after the Effective Time to the same extent that such service was credited under a comparable plan of the Company or its subsidiaries. Unused vacation days accrued by Continuing Employees under the plans and policies of the Company and its subsidiaries shall carry over to Parent. This Section 8.2(b) shall not operate to duplicate any benefit provided to any Continuing Employee or require Parent to continue in effect any specific plan of the Company (or any of its subsidiaries) or any Parent employee benefit plan.
(c) From and after the Effective Time, and without limiting the generality of Sections 8.2(a) and (b), with respect to any health plan (which, for the avoidance of doubt, includes medical, dental, vision and prescription drug) of Parent or its subsidiaries in which such Continuing Employee is eligible to participate, for the plan year in which such Continuing Employee is first eligible to participate in the plan Parent shall, or shall cause its applicable subsidiary to, cause any pre-existing co...
Company Employee Matters. The Company will retain its employees on terms equivalent to those immediately prior to the Second Effective Time, except as set forth on Exhibit H.
Company Employee Matters. Each employee of the Company that becomes an employee of the Parent at the Effective Time (each, a “Continuing Employee”) will be eligible to participate in employee benefit plans maintained by the Parent on substantially the same basis as similarly situated current employees of the Parent in the same jurisdiction. In that case, with respect to the Continuing Employees who are eligible to and elect to participate in any employee benefit plan maintained by the Parent (other than a defined benefit plan or severance plan), the Parent shall, to the extent permitted by applicable Law and the terms of the applicable employee benefit plan maintained by the Parent, take commercially reasonable steps to (i) provide that each Continuing Employee shall receive service credit under each such employee benefit plan for their period of service with the Company prior to the Closing for purposes of determining eligibility to participate and vesting (but not accrual of benefits under a defined benefit plan) where length of service is relevant under an employee benefit plan maintained by the Parent, and (ii) waive all limitations as to preexisting conditions exclusions, evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Closing Date, except, in each case under clauses (i) and (ii) above, where doing so would cause a duplication of benefits. Neither the Parent nor the Surviving Corporation shall be obligated to employ any Continuing Employee for any period of time after the Effective Time. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 7.5, and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder, or to constitute an amendment of any employee benefit plan. Each Continuing Employee will be entitled to vacation and paid-time off in accordance with Parent’s standard policies applicable to its employees, but, except as set forth in the next sentence, will not be credited for vacation and paid time off accrued at the Company (except as required by applicable law). Notwithstanding the previous sentence, the Parent will assume the vacation time accrued at the Company for all non-exempt Continuing Employees, up to a maximum of 40 hours, with the remainin...
Company Employee Matters. (a) Following the Closing Date, Parent shall cause the Surviving Corporation to extend at will offers of employment to, or otherwise retain as employees, all persons who were employees of the Company immediately prior to the Closing Date, on terms which are substantially similar to (or on terms that are more favorable to such employees than) those existing immediately prior to the Closing Date.
Company Employee Matters. (a) Parent has no obligation to continue to employ or retain the services of any Employee for any period of time following the Effective Time and, Parent will be entitled to modify any compensation or benefits provided to, and any other terms or conditions of employment of, any such Employees in its absolute discretion.
(b) At or prior to the Closing, Parent shall (i) establish a grantor trust (the “Rabbi Trust”), of which Parent will be the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, for the benefit of the Employees listed in Section 6.9(b) of the Company Disclosure Letter, each of whom is a party to a Change in Control Compensation Agreement with the Company (collectively, the “Change in Control Compensation Agreements”) listed in Section 3.17(a) of the Company Disclosure Letter and (ii) fund the Rabbi Trust with cash in the aggregate amount specified in Section 6.9(b) of the Company Disclosure Letter for potential liabilities of the Company for benefits under Sections 2(a) and 2(d) of the Change in Control Compensation Agreements, as in effect on the Closing Date. At least ten (10) Business Days prior to the establishment of the Rabbi Trust, Parent shall provide to the Company the proposed form of the trust agreement for the Rabbi Trust (the “Rabbi Trust Agreement”). Prior to establishment of the Rabbi Trust and execution of the Rabbi Trust Agreement, Parent will make such revisions to the Rabbi Trust Agreement as may reasonably be requested by the Company. The funds in the Rabbi Trust shall be used to pay benefits under Sections 2(a) and 2(d) of the Change in Control Compensation Agreements as such payments and benefits become due and payable. Notwithstanding anything herein to the contrary, any funds remaining in the Rabbi Trust upon the satisfaction of all payments and benefits payable (or that may become payable) under the Change in Control Compensation Agreements shall be paid to Parent in accordance with the terms of the Rabbi Trust.
(c) During the period of twelve (12) months following the Closing (the “Benefit Period”), to the extent that Parent or any of its Subsidiaries (including FX Poland) (i) terminates the employment of any Employee who is an Employee of FX Poland employed, for an indefinite period, pursuant to an employment contract regulated by the Polish Labor Code (excluding (a) individuals rendering services to FX Poland pursuant to a civil law contract and (b) any employment cont...
Company Employee Matters. (a) Prior to the Acceptance Time, the Company shall take all actions necessary or required under the 2014 Employee Stock Purchase Plan (the “Company ESPP”) and applicable Law to, contingent on the Effective Time, (i) ensure that no new offering period or purchase period shall be authorized, commenced or extended on or after the date of this Agreement and (ii) if the Closing shall occur prior to the end of the offering period in existence under the Company ESPP on the date of this Agreement, cause the rights of participants in the Company ESPP with respect to any such offering period (and purchase period thereunder) then underway under the Company ESPP to be determined by treating the last Business Day prior to the Acceptance Time as the last day of such offering period and purchase period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period and purchase period but otherwise treating such shortened offering period and purchase period as a fully effective and completed offering period and purchase period for all purposes under the Company ESPP. The Company shall terminate the Company ESPP in its entirety effective as of the Acceptance Time, contingent upon the Effective Time. Prior to the Acceptance Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP) that are necessary to give effect to the transactions contemplated by this Section 6.9(a).
(b) 401(k)
Company Employee Matters. (a) To the extent permitted by Applicable Laws and the terms of applicable plans, if Company Employees become eligible to participate in employee benefit plans maintained by Parent or its Affiliates, each Company Employee shall be considered a newly hired employee of Parent (or one of its Affiliates, as the case may be), but nonetheless shall be given full credit for prior service with the Company regarding any waiting period for eligibility
Company Employee Matters. In order to ensure compliance with the Company’s existing employment policies and employment contracts between the Company Employees and the Company or its Subsidiaries, as applicable, [***].
Company Employee Matters
