Common use of Compensation and Benefits Comparability Clause in Contracts

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 (1) year following the Closing, or such longer shorter period as required by applicable Lawa Transferred Employee is employed (the “Comparability Period”), Purchaser the Purchasers shall, or shall cause its Affiliates their Subsidiaries (including the Purchased Entities) to, provide to each Business Transferred Employee (other than any Business Employee who is covered by a Collective Bargaining Agreement) during his or her employment with such Purchaser and its Affiliates Subsidiaries (including the Purchased Entities) (i) annual base salary or wage rates (as applicable) that are not less than those in effect for each such Business Transferred Employee immediately prior to the Closing, (ii) equity and annual or short-term cash incentive compensation (including cash bonus opportunities) 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 Transferred Employee immediately prior to the Closing, and (iviii) subject to any applicable release of claims requirements, severance benefits (including termination indemnity, redundancy or similar termination payments or benefits) that are no less favorable than the severance benefits (including termination indemnity, redundancy or similar termination payments or benefits) that would have been payable to each such Business Transferred Employee under the Seller Benefit Plan in which such Business Transferred Employee participated, or was eligible for, immediately prior to the Closing, as set forth on Section 6.2(aand (iv) other employee benefits (excluding nonqualified deferred compensation) that are substantially comparable to those employee benefits provided to similarly situated employees of the Purchasers. In addition, Purchasers shall, or shall cause their Subsidiaries (including the Purchased Entities) to, provide to each Transferred Employee who immediately prior to Closing was otherwise eligible to receive equity compensation from Seller Disclosure Schedules, taking into account during the Comparability Period with a cash retention award with a value equal to the target value of the portion of such Business ​ Transferred Employee’s additional period Seller equity incentive compensation opportunity that would have been subject to vesting within 12 months from the grant date of service and increases (but not decreases) in compensation following the Closing. Notwithstanding the foregoingsuch award, the terms and conditions of employment for any Transferred Employees who are covered by a Collective Bargaining Agreement which retention award shall be governed subject to such terms, including vesting, as reasonably determined by such Collective Bargaining Agreementthe Purchaser (provided that the vesting period shall not exceed 12 months).

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 (and, with respect to any compensation or benefits that apply following a termination of employment, the applicable period thereafter) (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 short and shortlong-term cash incentive compensation opportunities at target level targets that, in each casethe aggregate, 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 incentive compensation opportunity prior to the Closing), (iii) other compensation and employee benefits that, in the aggregate, are substantially comparable to no less favorable than 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 in case of termination without cause that are no less favorable than the greater of (A) 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(aand (B) the severance benefits applicable to similarly situated employees of Purchaser or its Affiliates, in the Seller Disclosure Schedulescase of clauses (A) and (B), taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing. Notwithstanding Purchaser and its Affiliates (including the foregoingPurchased Entities) shall, in addition to meeting the applicable requirements of this Section 6.2, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of employment for or termination of employment of the Business Employees. For the avoidance of doubt, any Transferred Employees who are covered by a Collective Bargaining Agreement amounts payable under the Retention Awards shall be governed by such Collective Bargaining Agreementdisregarded for this purpose of this Section 6.2.

Compensation and Benefits Comparability. For a period of one (1) year following commencing on the ClosingClosing Date and ending on December 31, 2018, or such longer period as required by applicable Law, Purchaser shall, or shall cause its Affiliates to, provide to each Business Transferred Employee (other than any Business Employee who is covered by a Collective Bargaining Agreement) during his or her employment with Purchaser and its Affiliates (and, with respect to any compensation or benefits that apply following a termination of employment, the applicable period thereafter) (i) base salary or wage rates that are not less than those in effect for each such Business Transferred 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 Transferred 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 (other than defined benefit pension benefits) that, in the aggregate, are substantially comparable to no less favorable than those in effect for each such Business Employee immediately prior to the Closing, (iv) defined benefit pension benefits that are no less favorable than those provided to similarly situated employees of Purchaser and its Affiliates, and (ivv) subject to any applicable release of claims requirements, severance benefits that are no less favorable than the greater of (A) the severance benefits that would have been payable to each such Business Transferred Employee under the Seller Benefit Plan in which such Business Transferred Employee participated, participated or was eligible for, for benefits immediately prior to the Closing, as set forth on Section 6.2(aand (B) the severance benefits applicable to similarly situated employees of Purchaser or its Affiliates, in the Seller Disclosure Schedulescase of clauses (A) and (B), taking into account such Business Transferred 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 (1) year following the Closing, or such longer period as required by applicable Law, Purchaser Parent shall, or shall cause its Affiliates to, provide to each Business Transferred Employee (other than any Business Employee who is covered by a Collective Bargaining Agreement) during his or her employment with Purchaser Parent and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employment, the applicable period thereafter) (i) the same base salary or wage rates that are not less than those rate as in effect for each such Business Employee immediately prior to the Closing, (ii) equity and short-term annual cash incentive compensation opportunities at target level that(including a holiday bonus in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15, 2023, and payable in each caseDecember 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that are no less favorable favorable, in the aggregate, 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 (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for each such Business Employee immediately prior to the Closing; provided, and however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), (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 those outlined in which such Business Employee participated, or was eligible for, immediately prior to the Closing, as set forth on Section 6.2(a6.2(a)(iv) of the Seller Disclosure SchedulesSchedules and as in effect with at the execution of this Agreement, and as applicable to the particular groups of Scheduled Business Employees, taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing, and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, the terms and conditions of employment for with respect to any Transferred Employees who are Business Employee covered by a Collective Bargaining Agreement Agreement, Parent shall provide for such compensation and benefits as are required to be governed by provided to such Business Employee pursuant to the terms of the applicable Collective Bargaining Agreement. Parent covenants in this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreement.

Compensation and Benefits Comparability. For a period of one (1) year following the ClosingClosing (which, notwithstanding Section 6.1(d), shall with respect to any Delayed Transfer Employee mean the Closing and not the date on which the applicable Delayed Transfer Employee’s employment commences with or transfers to the Purchased Entity or its Subsidiaries), or if shorter, the termination date of the Transferred Employee, or, if required, such longer period as required by applicable LawLaw (as applicable, Purchaser the “Continuation Period”), the Purchased Entity shall, or shall cause its Affiliates Subsidiaries to, provide to each Business Employee (other than any Business Employee who is covered by a Collective Bargaining Agreement) the Transferred Employees during his or her their employment with Purchaser the Purchased Entity and its Affiliates (and, with respect to any compensation or benefits that apply following a termination of employment during the Continuation Period, the applicable period thereafter) (i) an annualized base salary or wage rates rate, as applicable, that are not less than those in effect for each such Business Transferred Employee immediately prior to the Closing, (ii) equity and short-term cash incentive compensation opportunities (other than retention, change in control, one-time or other special or similar cash incentive compensation opportunities) at target level that, in each case, are no less favorable than those in effect for each such Business Transferred 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 (including severance but excluding equity or equity-based, long-term incentive, retention, change in control, one-time or other special incentive, defined benefit pension and post-employment or retiree health and welfare and nonqualified deferred compensation benefits) that, in the aggregate, are substantially comparable to those in effect for each such Business Employee the Transferred Employees immediately prior to the Closing, 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 guidance 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 ClosingSchedule. Notwithstanding the foregoing, the terms and conditions of employment for any Transferred Employees who are covered by a Collective Bargaining Agreement shall be by governed by such Collective Bargaining Agreement.