Compensation and Benefits of Company Employees Sample Clauses

Compensation and Benefits of Company Employees. (a) Each employee of the Company and its Subsidiaries actively employed on the Closing Date (including any employees of the Company or one of its Subsidiaries on authorized leave of absence or disability) (the "Current Company Employees") and each former employee of the Company or any of its Subsidiaries entitled to any compensation, benefits or other payments arising in connection with such former employee's employment with the Company or any of its Subsidiaries shall be referred to collectively as the "Company Employees." Notwithstanding Section 8 of this Agreement, for purposes of this Xxxxxxx 0, XXX shall not be considered a "Subsidiary." Effective on the Closing, the Purchaser shall, or shall cause the Company and its Subsidiaries to, continue to employ all Current Company Employees who are represented by a union and provide compensation and benefits to all former Company Employees represented by a union in accordance with the terms and conditions set forth in any applicable Collective Bargaining Agreements and all non-represented Current Company Employees in accordance with this Section 5 provided that nothing in this Section 5 shall confer upon any Company Employee any right to continued employment after the Closing or shall limit the ability of the Purchaser, the Company or any of its Subsidiaries to terminate the employment of any Company Employee after the Closing. From and for two years after the Closing, the Purchaser will, or will cause the Company or one of its Subsidiaries or the Purchaser's Subsidiaries, as applicable, to continue to provide each non-represented Current Company Employee with a salary or wage level and bonus opportunity and employee benefits and other terms and conditions of employment that are, in terms of the total aggregate value, comparable to the salary, bonus opportunity, benefits and terms and conditions provided to each 91 such Company Employee by the Shareholder, the Company or any of its Subsidiaries, as applicable immediately prior to the Closing, except that, for purposes of determining comparable value, any benefits or payments payable solely on account of the transactions contemplated hereunder pursuant to any employment or retention agreement entered into between the Shareholder and any Company Employee or any other plan, contract, agreement or arrangement that is not set forth in Section 2.10 of the Shareholder's Disclosure Schedule shall be excluded. Nothing in this Section 5 (including, without limitation, ...
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Compensation and Benefits of Company Employees. The Purchaser shall, or shall cause the Company, to continue to employ each employee of the Company (a “Company Employee” and together with Seller Employees, the “Employees”), for such period and with such compensation and benefits as the Purchaser shall determine, it being understood that Purchaser generally intends the compensation and benefits taken as a whole to be comparable to that in effect on the Closing Date. Nothing contained in this Agreement will create any third party beneficiary rights in any Person not a party hereto, including any employee or beneficiary or dependent thereof. Nothing contained in this Agreement, express or implied, shall (i) require the Company or the Purchaser to continue any Plan or other benefit plan, program or other arrangement, or prevent the amendment, modification or termination thereof following the Closing, or (ii) guarantee employment for any period of time or preclude the ability of the Company or the Purchaser to terminate any employee for any reason.
Sample 1
Compensation and Benefits of Company Employees. From and after the Closing, the Purchaser shall, or shall cause the Company or the Company's subsidiary or one of the Purchaser's subsidiaries, as applicable, to honor, pay, perform, and satisfy any and all liabilities, obligations and responsibilities to or in respect of each Company Benefit Plan (other than those Company Benefit Plans sponsored or maintained by Seller) (the "Assumed Company Benefit Plans") and each Employment Agreement. From and for a period of one year after the Closing, the Purchaser shall, or shall cause the Company or the Company's subsidiary or one of the Purchaser's subsidiaries, as applicable, to provide each Employee providing services to the Company or its subsidiary immediately prior to the Closing (the "Active Employees") with a base salary, fees or commissions at least equal to the base salary, fees or commissions provided to such Employee immediately prior to the Closing and with benefits which are substantially comparable in the aggregate to the benefits provided to such Employee immediately prior to the Closing (excepting employer matching contributions provided to Employees under the Seller's Thrift Plan (as defined below), and benefits provided to Employees under the Seller's Employee Stock Ownership Plan and the Company's Profit Sharing/Bonus Plan). Nothing in this Section 5.1.1 shall preclude the Purchaser or the Company or its subsidiary from, at any time following the Closing, (i) amending, modifying or terminating any particular Assumed Company Benefit Plan pursuant to the relevant provision of such Assumed Company Benefit Plan or (ii) terminating the employment of any Active Employee.
Sample 1

Related to Compensation and Benefits of Company Employees

  • Compensation and Benefit Plans During the period from the date of this Agreement and continuing until the Effective Time, (i) each of Park and First-Knox xxxees as to itself and its Subsidiaries that it will not, without the prior written consent of the other party, enter into, adopt, amend (except for (A) such amendments as may be required by law and (B) plan documents and restatements currently being prepared by First-Knox xxxch do not increase benefits) or terminate any Park Benefit Plan or First-Knox Xxxefit Plan, as the case may be, or any other employee benefit plan or any agreement, arrangement, plan or policy between such party and one or more of its directors or officers, (ii) First-Knox xxxees as to itself and its Subsidiaries that it will not, without, the prior written consent of Park, (A) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares), except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to First-Knox, xx enter into any contract, agreement, commitment or arrangement to do any of the foregoing or (B) enter into or renew any contract, agreement, commitment or arrangement providing for the payment to any director, officer or employee of First-Knox xx compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement.

  • Compensation and Benefits As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement or otherwise:

  • Other Compensation and Benefits Except as may be provided under this Agreement,

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

  • Employees and Benefit Plans (a) From and after the Effective Time, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the "Company Employees") with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits including, but not limited to, severance benefits, vacation entitlement and applicability of minimum waiting periods for participation (but not for benefit accrual under any defined benefit plan (including minimum pension amount) and not for participation in the Brookline Bank Employee Stock Ownership Plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries immediately prior to the Effective Time, and any deductibles, co-payments or out-of-pocket expenses paid under any of the Company's or any of its Subsidiaries' health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer's health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the applicable Buyer Employee Program.

  • Compensation and Benefits During Employment During the Employment, the Company shall provide compensation and benefits to the Executive as follows.

  • ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits:

  • Compensation and Benefits by the Company As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term:

  • Compensation Benefits Etc During the Employment Period, the Manager shall be compensated as follows:

  • Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.

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