Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Employee, for so long as such Company Employee remains employed during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section 6.3(c), and other employee benefits specifically required pursuant to this Article VI) provided to such Company Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Employee upon termination of such Company Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); provided, however, that the calculation of any such severance benefits shall take into account such Company Employee’s service with Seller or an Affiliate of Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations under this Section 6.1(a), and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section 6.1(a). The form and terms of any p...
Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period as required by applicable Law, Purchaser shall, or shall cause its Affiliates to, provide to each Business Employee (other than any Business Employee who is covered by a Collective Bargaining Agreement) during his or her employment with Purchaser and its Affiliates (i) base salary or wage rates that are not less than those in effect for each such Business Employee immediately prior to the Closing, (ii) equity and short-term cash incentive compensation opportunities at target level that, in each case, are no less favorable than those in effect for each such Business Employee immediately prior to the Closing (excluding for this purpose any one-time or otherwise special or non-ordinary course incentive compensation opportunities) (it being understood that in lieu of equity compensation awards to those Business Employees who as of immediately prior to the Closing were eligible for Seller equity compensation awards, Purchaser may (A) provide long-term incentive awards that are settled in cash or (B) increase the base salary and/or short-term cash incentive compensation opportunity, in either case, in an amount sufficient to replace the grant date value of the Business Employee’s equity compensation opportunity prior to the Closing), (iii) employee benefits that, in the aggregate, are substantially comparable to those in effect for each such Business Employee immediately prior to the Closing, and (iv) subject to any applicable release of claims requirements, severance benefits that are no less favorable than the severance benefits that would have been payable to each such Business Employee under the Seller Benefit Plan in which such Business Employee participated, or was eligible for, immediately prior to the Closing, as set forth on Section 6.2(a) of the Seller Disclosure Schedules, taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing. Notwithstanding the foregoing, the terms and conditions of employment for any Transferred Employees who are covered by a Collective Bargaining Agreement shall be governed by such Collective Bargaining Agreement.
Compensation and Benefits Comparability. For a period of one year following the Closing, each employee of the Company as of the Closing (each, a “Company Employee”) who remains in the employment of the Company or any of its Affiliates shall receive (i) the same or greater base salary or wage rate than the base salary or wage rate provided by the Company to such Company Employee immediately prior to the Closing, (ii) the same or greater annual aggregate cash compensation opportunities than those provided by the Company to such Company Employee immediately prior to the Closing under the Company’s 2014 Short Term Incentive Plan and any commission program of the Company (provided that for commission-based Company Employees, the Company may modify the terms of the applicable commission program at any time from and after the Closing Date so long as such modifications (A) are prospective in nature, (B) effective only following 30 days prior written notice, and (C) do not reduce the applicable target amounts), (iii) employee welfare benefits that are, in the aggregate, substantially similar to those provided by the Company to such Company Employee immediately prior to the Closing, and (iv) severance benefits in accordance with Schedule 6.13(a), taking into account such Company Employee’s additional period of service and rate of base pay or wages and target cash incentive compensation with the Company and its Affiliates following the Closing. Except as required by Law, nothing contained in this Agreement shall be construed as requiring the Company or any of its Affiliates to continue the employment of any specific person.
Compensation and Benefits Comparability. For a period of two (2) years following the Closing, or such longer period as required by applicable Law, Transferred Employees who remain in the employment of New Mylan or any of its Affiliates shall receive (i) base salary or wage rates that are not less than those in effect for each such Transferred Employee immediately prior to Closing, (ii) equity and cash incentive compensation opportunities that, in the aggregate, are no less favorable than those in effect for each such Transferred Employee immediately prior to Closing, (iii) employee benefits that, in the aggregate, are substantially similar to those in effect for each such Transferred Employee immediately prior to Closing (including defined benefit pension benefits), and (iv) severance benefits that are no less favorable on an individual basis than the greater of (A) the severance benefits that would have been applicable to each such Transferred Employee under the Abbott or applicable Abbott Affiliate severance plans or individual Contracts to the extent set forth on Schedule 8.2(a) (which Abbott shall provide Mylan no later than sixty (60) days after the date of this Agreement and Schedule 8.2(a) shall exclude any plan or Contract mandated by and maintained solely pursuant to applicable Law), immediately prior to the Closing, as the case may be, taking into account such Transferred Employee’s additional period of service and rate of base salary or wages and bonus target with New Mylan or its Affiliates following the Closing and (B) the severance benefits applicable to similarly situated employees of New Mylan or its Affiliates. Except as required by Law, nothing contained in this Agreement shall be construed as requiring New Mylan or one of its Affiliates to continue the employment of any specific Person or to continue any specific benefit plan.
Compensation and Benefits Comparability. With respect to U.S. Transferred Employees, for the period commencing immediately following the Closing and ending on December 31 of the calendar year following the calendar year in which the Closing occurs (the “Continuation Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with Purchaser and its Affiliates (A) a base salary or base wage rates (as applicable) that are no less favorable than those in effect for each such Transferred Employee immediately prior to the Closing, (B) target annual cash bonus opportunities and target long-term incentive compensation opportunities that are no less favorable in the aggregate than those in effect for each such Transferred Employee immediately prior to the Closing, (C) other compensation and benefits (including retirement, health and welfare and fringe benefits) that, in the aggregate, are substantially comparable to those in effect for each such Transferred Employee immediately prior to the Closing and (D) with respect to terminations that occur during the Continuation Period, severance benefits that are no less favorable than the greater of those (x) that would have been provided to each such Transferred Employee in connection with a termination by the Seller or its Affiliates under the Seller’s severance policy in effect as of January 1, 2021 and (y) provided by Purchaser to similarly-situated employees. Without limiting the generality of this Section 7.06(c)(i), Section 7.06(j), or Purchaser’s rights and/or obligations hereunder and thereunder, with respect to U.S. Transferred Employees covered by any Collective Bargaining Agreement, effective from and after the Closing Date, Purchaser and its Affiliates shall comply with applicable Law concerning such Collective Bargaining Agreement in the context of this Agreement.
Compensation and Benefits Comparability. For a period of two (2) years following the Closing, Transferred Employees who remain in the employment of GE or any of its Affiliates shall receive (i) base salary or wage rates and incentive compensation opportunity that, in the aggregate, are not less than those in effect for each such Transferred Employee immediately prior to Closing, (ii) employee benefits that, in the aggregate, are reasonably comparable to those in effect for similarly situated recently acquired employees of GE and (iii) severance benefits which are no less favorable on an individual basis than the severance benefits that would have been applicable to each such Transferred Employee under the Xxxxxx or Xxxxxx Affiliate severance plans or individual agreements to the extent set forth on Schedule 8.2(a) (which Xxxxxx shall provide GE as soon as reasonably practicable, and in no event later than sixty (60) days after the signing of this Agreement and Schedule 8.2(a) shall exclude any plan or agreement mandated by and maintained solely pursuant to applicable Law), immediately prior to the Closing, as the case may be, taking into account such Transferred Employee’s additional period of service and rate of base pay or wages and bonus target with GE or its Affiliates following the Closing. Except as required by Law, nothing contained in this Agreement shall be construed as requiring GE or one of its Affiliates to continue the employment of any specific person.
Compensation and Benefits Comparability. For a period of at least one (1) year following the Closing (or such longer period as may be required under applicable Law), each Transferred Employee who is from time to time in the employment of the Purchaser or any of its Affiliates shall receive a base salary and employee benefits package on terms that, in the aggregate, are substantially comparable as that in effect for each such Transferred Employee immediately prior to the Closing, including (i) base salary or wage rates, incentive compensation opportunity and other cash compensation, (ii) employee benefits and (iii) ordinary-course severance benefits (but excluding all change in control bonuses, retention bonuses and equity-based awards). Except as required by Law, nothing contained in this Agreement shall be construed as requiring the Purchaser or any of its Affiliates to continue the employment of any specific person. The Purchaser shall further take such actions as may be required under applicable Law such that the employment of each Business Employee who is intended to be a Non-U.S. Automatically Transferred Employee automatically transfers to the Purchaser or one of its Affiliates by operation of Law as a result of the transactions contemplated hereby.
Compensation and Benefits Comparability. Except as otherwise required by applicable Law, until the earlier of twelve (12) months following the Closing or the date on which a Transferred Employee’s employment with Purchase and its Affiliates terminates (such period, (the “Protected Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee: (i) rates of hourly wages and annual base salaries which are no less favorable than those provided to such Transferred Employee immediately prior to the Closing; (ii) annual cash bonus and target incentive opportunities (including commissions) which are no less favorable than those provided to such Transferred Employee immediately prior to the Closing; (iii) a primary work location that is not greater than fifty (50) miles from the Transferred Employee’s primary work location as of immediately prior to the Closing (determined without regard to any remote work arrangements); (iv) employee benefits (excluding any defined benefit pension benefits, retiree medical benefits, nonqualified deferred compensation, long-term incentives and equity or equity-based incentives) that are substantially comparable, in the aggregate, to those provided to the Transferred Employee immediately prior to the Closing; and (v) responsibilities that involve the same primary job function and substantially similar skillset as applicable to such Transferred Employee’s position as of the Execution Date. The employment compensation, benefits and terms required to be provided by Purchaser or one of its Affiliates under this Section 9.3(a) in their totality shall constitute a “Comparable Offer”.
Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period as required by applicable Law, Purchasers shall, or shall cause its Affiliates (including the Purchased Entities and their Subsidiaries) to, provide to each Transferred Employee during his or her employment with Purchasers and their Affiliates (including the Purchased Entities and their Subsidiaries) compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to such Transferred Employee immediately prior to the Closing Date; provided, however, that no retention, change-in-control or special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. Without limiting the generality of the foregoing, Purchasers agree that during such period, each Transferred Employee shall receive (i) base salary or base wage and (ii) target cash incentive compensation opportunities, that in each case are no less than that in effect immediately prior to the Closing. Each Transferred Employee whose employment with Purchasers or their Affiliates is terminated without cause within one (1) year following the Closing shall be entitled to severance benefits that are no less favorable than those that would have been provided under applicable Seller Benefit Plans set forth on Section 3.19(a) of the Seller Disclosure Schedules.
Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period as required by applicable Law, Purchaser shall, or shall cause its Affiliates to, provide to each Continuing Employee during his or her employment with Purchaser and its Affiliates (i) base salary or wage rates that are not less than those in effect for such Continuing Employee immediately prior to the Closing, (ii) annual cash incentive compensation opportunities that are no less favorable in the aggregate than those in effect for such Continuing Employee immediately prior to the Closing, and (iii) employee benefits (excluding equity-based compensation, long-term incentive compensation opportunities, defined benefits pursuant to qualified and nonqualified retirement plans, deferred compensation arrangements, and retiree medical benefits and other retiree health and welfare arrangements) that, in the aggregate, substantially comparable to those in effect for such Continuing Employee immediately prior to the Closing.
