Compensation and Benefits Continuation. For a period of one (1) year following the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) provide (i) compensation (other than equity-based compensation) to each Continuing Employee that is substantially comparable in the aggregate to the compensation (other than equity-based compensation) provided to such Continuing Employee immediately prior to the Effective Time, (ii) health and welfare benefits to each Continuing Employee that are substantially similar to those health and welfare benefits that are (x) provided to such Continuing Employee immediately prior to the Effective Time or (y) provided to similarly situated employees of Parent or its Subsidiaries, and (iii) cash-based severance benefits (other than reimbursement of COBRA continuation costs) to eligible Continuing Employees that are no less favorable than those provided under the Employee Plans set forth in Section 3.16(a) of the Company Disclosure Letter and designated thereon as a severance plan, guideline or practice as in effect on the date of this Agreement.
Compensation and Benefits Continuation. Except as otherwise agreed between the Buyer and any Acquired Company Employee, the Buyer shall provide, or cause one of its Subsidiaries or Affiliates to provide, during the period beginning on the Closing and ending on December 31, 2014 (the “Continuation Period”) (a) to each Acquired Company Employee, salary, wage rate, annual cash commission opportunity and/or annual cash incentive opportunity that are substantially comparable in the aggregate to the salary, wage rate, annual cash commission opportunity and/or annual cash incentive opportunity such Acquired Company Employee was eligible to receive immediately prior to the Closing or, in the case of any annual cash incentive opportunity, was eligible to receive in respect of 2013 and (b) to Acquired Company Employees, employee benefits substantially comparable in the aggregate to those provided to such Acquired Company Employees immediately prior to the Closing pursuant to an Employee Benefit Plan listed on Section 4.13(a) of the Seller Disclosure Letter; provided that equity, equity-based compensation, retention or change-in-control arrangements, any SERP arrangements and long-term incentive arrangements (including any LTIP awards) available to Acquired Company Employees prior to the Closing shall not be taken into account in determining whether benefits are substantially comparable.
Compensation and Benefits Continuation. For a period of at least one (1) year following the Effective Time (the “Continuation Period”) (or, if shorter, during the relevant period of employment), Parent shall provide or cause to be provided (i) to each Continuing Employee an annual base salary or wage rate that is no less than the annual base salary or wage rate provided to such Continuing Employee by the Company and its Subsidiaries immediately prior to the Effective Time and (ii) to the Continuing Employees generally, the target annual cash incentive opportunities, defined contribution, health and welfare, and severance benefits in each case as set forth in Section 6.11(c) of the Company Disclosure Letter.
Compensation and Benefits Continuation. Parent shall cooperate with Buyer to establish benefit plans, of types to be agreed between the Parties, to be maintained, as of the Closing or any later date agreed to in the TSA (and any references herein to benefits coverage with Buyer and its Affiliates beginning at the Closing shall be deemed to refer instead to the expiration of any continued coverage period under the TSA), by Buyer or any of its Affiliates for the Continuing Employees. Buyer shall bear the costs (as agreed between Parent and Buyer) of establishing such benefits plans. Except as provided in Section 5.06(m) for any employees covered by a CBA and Section 5.06(q) for International Business Employees, and after the Closing and for a period of 12 months following the Closing, or, if longer, any such period required by applicable Law (the “Benefit Protection Period”), Buyer shall provide or cause its Affiliates, including the Business Companies, to provide each Continuing Employee (while he or she is employed with Buyer or any of its Affiliates) with: (i)(A) for any Continuing Employee who is an hourly employee, at least the same hourly pay and annual short-term cash incentive compensation opportunities, respectively that were provided to such Continuing Employee as of immediately prior to the Closing and (B) for each other Continuing Employee, annual base salary or wages and annual short-term cash incentive compensation opportunities (including commission opportunities) (“total target short-term cash”) that is substantially comparable in the aggregate to the total target short-term cash that was provided to such Continuing Employee as of immediately prior to the Closing; provided, that the amount of target short-term cash provided pursuant to this clause (B) in the form of base salary or wages shall not decrease materially from such amount in effect immediately prior to the Closing, (ii) for each Continuing Employees who received long-term incentive compensation opportunities (including equity or equity-based compensation) with a target value of more than $8,000 in 2024, long-term incentive compensation target values that are substantially comparable to the opportunities (including equity or equity-based compensation) that were provided to such Continuing Employee immediately prior to the Closing; provided that such long-term incentive compensation target values may be provided in the form of cash rather than equity and (iii) other compensation and employee benefits (excluding nonqualif...
