Common use of Compensation and Employee Benefits Clause in Contracts

Compensation and Employee Benefits. (a) Until the first anniversary of the Effective Time (as defined in the Merger Agreement, and such period, the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (i) base salary and annual cash bonus opportunities that are no less favorable, in each case, than those in effect immediately prior to the Closing, (ii) severance benefits that are no less favorable than the severance benefits that would have been provided to such Transferred Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof, and (iii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) that are substantially comparable in the aggregate to those provided to the Transferred Employees immediately prior to the Closing, in the case of clauses (i) and (iii), except to the extent such Transferred Employee’s employment with Purchaser or its Affiliates is terminated prior to the end of the Continuation Period. In addition, (A) Purchaser shall provide, or shall cause to be provided, a 2018 long-term incentive award to each Transferred Employee employed by Purchaser or its Affiliates at the time annual long-term incentive awards are made generally that is no less favorable than the long-term incentive award made to similarly situated employees of Xxxxxx generally, and (B) Seller shall provide to Purchaser reasonably promptly following the determination thereof such information regarding the 2018 long-term incentive awards described in clause (A) as is reasonably required by Purchaser for purposes of fulfilling its obligations under this Agreement with respect to such awards. Purchaser shall not assume sponsorship of or any Liability under any Seller Plan, all Liability for which shall remain the responsibility of Seller or its applicable Affiliate. (b) With respect to all employee benefit plans of Purchaser and its Affiliates, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Transferred Employee’s service with Seller and its Subsidiaries (as well as service with any predecessor employer of Seller or any such Subsidiary, to the extent service with the predecessor employer was recognized by Seller or such Subsidiary) shall be treated as service with Purchaser and its Affiliates (or in the case of a transfer of all or substantially all of the assets and business of the Triage Business, its successors and assigns); provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) to the extent not recognized by Seller for similar purposes, or (iv) for purposes of any plan, program or arrangement (A) under which similarly situated employees of Purchaser and its Affiliates do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. (c) Purchaser or one of its Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents at or after the Closing. Seller or one of its Affiliates shall be responsible for all welfare benefit claims incurred under any Seller Plan by Transferred Employees and their eligible dependents prior to the Closing. Without limiting the generality of Section 7.02(a), with respect to any “employee welfare benefit plan” maintained by Purchaser or any of its Affiliates in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing, Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable benefit plan, program, policy, agreement or other arrangement of Seller or its applicable Subsidiaries immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Closing. (d) Without limiting the generality of Sections 12.05 and 12.13, the provisions of this Section 7.02 are solely for the benefit of the Parties, and no provision of this Section 7.02 (i) is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) obligates Purchaser or any of its Affiliates to retain the employment of any particular Transferred Employee following the Closing or (iii) results in any current or former director, employee, consultant or any other individual associated therewith being regarded for any purposes as a Third Party beneficiary of this Agreement or have the right to enforce the provisions hereof.

Compensation and Employee Benefits. (a) Until the first anniversary The Purchaser shall, effective as of the Effective Time (as defined in Closing Date, provide to the Merger Agreement, and such period, the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee Transitioned Employees (i) base salary salaries at least equal to their base salaries on the date immediately preceding the Closing Date, and annual cash bonus opportunities that are no less favorable, in each case, than those in effect immediately prior to the Closing, (ii) severance employee benefits that are no less favorable than the severance benefits that would have been provided to such Transferred Employee under the applicable severance benefit plans, programs, policies, agreements programs and arrangements as substantially equivalent in the aggregate to either (A) those provided pursuant to the plans, programs and arrangements (other than any related to the equity securities of a Seller) of the Seller in effect on the date hereofimmediately preceding the Closing Date, and or (iiiB) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) that are substantially comparable in the aggregate to those provided to comparably situated employees of the Transferred Purchaser; provided, however, that nothing herein shall prevent, from and after the Closing Date, the amendment or termination of any specific plan, program or arrangement or interfere with the Purchaser’s right or obligation to make such changes as are necessary to conform with applicable Laws. Except as provided in Section 7.3, Transitioned Employees shall be given credit for purposes of eligibility and vesting for all service with a Seller to the same extent as such service was credited for such purpose by such Seller, under each employee benefit plan, program or arrangement of the Purchaser in which the Transitioned Employees are eligible to participate; provided, however, that in no event shall any Transitioned Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Except as set forth in Schedule 7.2, in the event that any Transitioned Employee is terminated without cause by the Purchaser prior to the one-year anniversary of the Closing Date, the Purchaser shall pay to such Transitioned Employee severance in an amount equal to the greater of (i) the severance amount determined under the severance policies of the Purchaser, or (ii) the severance amount determined under the severance policies applicable to the Employees immediately prior to the Closing, in the case of clauses (i) and (iii), except to the extent such Transferred Employee’s employment with Purchaser or its Affiliates is terminated prior to the end of the Continuation Period. In addition, (A) Purchaser shall provide, or shall cause to be provided, a 2018 long-term incentive award to each Transferred Employee employed by Purchaser or its Affiliates at the time annual long-term incentive awards are made generally that is no less favorable than the long-term incentive award made to similarly situated employees of Xxxxxx generally, and (B) Seller shall provide to Purchaser reasonably promptly following the determination thereof such information regarding the 2018 long-term incentive awards as described in clause (A) as is reasonably required by Purchaser for purposes of fulfilling its obligations under this Agreement with respect to such awards. Purchaser shall not assume sponsorship of or any Liability under any Seller Plan, all Liability for which shall remain the responsibility of Seller or its applicable Affiliateon Schedule 7.2. (b) With respect to all employee benefit plans of Purchaser and its Affiliates, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Transferred Employee’s service with Seller and its Subsidiaries (as well as service with any predecessor employer of Seller or any such Subsidiary, to the extent service with the predecessor employer was recognized by Seller or such Subsidiary) shall be treated as service with Purchaser and its Affiliates (or in the case of a transfer of all or substantially all of the assets and business of the Triage Business, its successors and assigns); provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) to the extent not recognized by Seller for similar purposes, or (iv) for purposes of any plan, program or arrangement (A) under which similarly situated employees of Purchaser and its Affiliates do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. (c) Purchaser or one of its Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents at or after the Closing. Seller or one of its Affiliates shall be responsible for all welfare benefit claims incurred under any Seller Plan by Transferred Employees and their eligible dependents prior to the Closing. Without limiting the generality of Section 7.02(a), with respect to any “employee welfare benefit plan” maintained by Purchaser or any of its Affiliates in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing, Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable benefit plan, program, policy, agreement or other arrangement of Seller or its applicable Subsidiaries immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Closing. (d) Without limiting the generality of Sections 12.05 and 12.13, the provisions of this Section 7.02 are solely for the benefit of the Parties, and no provision of this Section 7.02 (i) is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) obligates Purchaser or any of its Affiliates to retain the employment of any particular Transferred Employee following the Closing or (iii) results in any current or former director, employee, consultant or any other individual associated therewith being regarded for any purposes as a Third Party beneficiary of this Agreement or have the right to enforce the provisions hereof.

Compensation and Employee Benefits. (a) Until the first anniversary The Purchaser shall, effective as of the Effective Time (as defined in Closing Date, provide to the Merger Agreement, and such period, the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee Business Transitioned Employees (i) base salary salaries at least equal to their base salaries on the date immediately preceding the Closing Date and annual cash bonus opportunities that are no less favorable, in each case, than those in effect immediately prior to the Closing, (ii) severance employee benefits that are no less favorable under plans, programs and arrangements substantially equivalent in the aggregate to either (A) those provided pursuant to the plans, programs and arrangements (other than any related to the equity securities of a Seller and other than the severance benefits that would have been provided to such Transferred Employee under Agreements) of the applicable severance benefit plans, programs, policies, agreements and arrangements as Seller in effect on the date hereof, and immediately preceding the Closing Date or (iiiB) employee benefit plans and arrangements those provided to comparably situated employees of the Purchaser (other than base salary, annual bonus post retirement health and long-term incentive opportunities, severance benefits life insurance coverage and employee stock purchase plan defined benefit pension benefits) that are substantially comparable in the aggregate to those provided to the Transferred Employees immediately prior to the Closing, in the case of clauses (i) and (iii), except to the extent such Transferred Employee’s employment with Purchaser or its Affiliates is terminated prior to the end of the Continuation Period. In addition, (A) Purchaser shall provide, or shall cause to be provided, a 2018 long-term incentive award to each Transferred Employee employed by Purchaser or its Affiliates at the time annual long-term incentive awards are made generally that is no less favorable than the long-term incentive award made to similarly situated employees of Xxxxxx generally, and (B) Seller shall provide to Purchaser reasonably promptly following the determination thereof such information regarding the 2018 long-term incentive awards described in clause (A) as is reasonably required by Purchaser for purposes of fulfilling its obligations under this Agreement with respect to such awards. Purchaser shall not assume sponsorship of or any Liability under any Seller Plan, all Liability for which shall remain the responsibility of Seller or its applicable Affiliate. (b) With respect to all employee benefit plans of Purchaser and its Affiliates, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Transferred Employee’s service with Seller and its Subsidiaries (as well as service with any predecessor employer of Seller or any such Subsidiary, to the extent service with the predecessor employer was recognized by Seller or such Subsidiary) shall be treated as service with Purchaser and its Affiliates (or in the case of a transfer of all or substantially all of the assets and business of the Triage Business, its successors and assigns); provided, however, that nothing herein shall prevent, from and after the Closing Date, the amendment or termination of any specific plan, program or arrangement or interfere with the Purchaser's right or obligation to make such changes as are necessary to conform with applicable Laws. Except as provided in Section 7.3, Business Transitioned Employees shall be given credit for purposes of eligibility and vesting for all service with a Seller to the same extent as such service need not was credited for such purpose by such Seller, under each employee benefit plan, program or arrangement of the Purchaser in which the Business Transitioned Employees are eligible to participate; provided, however, that in no event shall the employees be recognized (i) entitled to any credit to the extent that such recognition it would result in any a duplication of benefits for with respect to the same period of service, (ii) . Sellers will provide Form W-2s to Business Transitioned Employees for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) the period prior to the extent not recognized by Seller Closing Date and Purchaser will provide Form W-2s to Business Transitioned Employees for similar purposes, or (iv) for purposes the period on and after the Closing Date. Sellers agree to cause continued coverage of any plan, program or arrangement (A) under which similarly situated employees of Purchaser and its Affiliates do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. (c) Purchaser or one of its Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Business Transitioned Employees and their eligible dependents at or after under the ClosingParent's medical, dental, life, disability and health insurance plans through 12:00 PM midnight May 31, 2002. Seller or one Purchaser agrees to reimburse Parent for the amount of its Affiliates shall be responsible for all welfare benefit claims claims, expenses and treatments incurred under any Seller Plan by Transferred Business Transitioned Employees and their eligible dependents prior to from the Closing. Without limiting the generality of Section 7.02(a)Effective Benefits Time through 12:00 PM midnight on May 31, with respect to any “employee welfare benefit plan” maintained by Purchaser or any of its Affiliates in which Transferred Employees (2002 under Parent's medical, dental and their eligible dependents) will be eligible to participate from and after the Closing, Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable benefit plan, program, policy, agreement or other arrangement of Seller or its applicable Subsidiaries immediately prior to the Closinghealth plans. Purchaser shall, or shall cause its Affiliates to, use commercially reasonable efforts to recognize the dollar amount make such reimbursements promptly upon submission of all co-payments, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the ClosingParent's statement therefor. (d) Without limiting the generality of Sections 12.05 and 12.13, the provisions of this Section 7.02 are solely for the benefit of the Parties, and no provision of this Section 7.02 (i) is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) obligates Purchaser or any of its Affiliates to retain the employment of any particular Transferred Employee following the Closing or (iii) results in any current or former director, employee, consultant or any other individual associated therewith being regarded for any purposes as a Third Party beneficiary of this Agreement or have the right to enforce the provisions hereof.

Compensation and Employee Benefits. (a) Until For the first anniversary period beginning on the Closing Date and ending on the date that is ninety (90) days thereafter, Parent shall, and shall cause the Company and its Subsidiaries to, provide current Employees as of the Effective Time Closing Date (as defined in the Merger Agreement, and such period, the “Continuation PeriodContinuing Employees”)) with base salary, Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (i) base salary and annual cash bonus opportunities that are no less favorableand a level of employee benefits (other than equity‑based compensation or benefits, in each caseretiree or post-employment welfare benefits, than those in effect immediately prior to the Closingand defined benefit pension benefits), (ii) severance benefits during such Continuing Employee’s period of employment, that are no less favorable than the severance benefits that would have been provided to such Transferred Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof, and (iii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) that are substantially comparable in the aggregate to than as those provided to the Transferred Continuing Employees immediately prior to the Closing, Closing Date under the Plans set forth in the case of clauses (iSection 3.14(a) and (iii), except to the extent such Transferred Employee’s employment with Purchaser or its Affiliates is terminated prior to the end of the Continuation Period. In addition, (A) Purchaser shall provide, or shall cause Disclosure Schedules and made available to be provided, a 2018 long-term incentive award to each Transferred Employee employed by Purchaser or its Affiliates at the time annual long-term incentive awards are made generally that is no less favorable than the long-term incentive award made to similarly situated employees of Xxxxxx generally, and (B) Seller shall provide to Purchaser reasonably promptly following the determination thereof such information regarding the 2018 long-term incentive awards described in clause (A) as is reasonably required by Purchaser for purposes of fulfilling its obligations under this Agreement with respect to such awards. Purchaser shall not assume sponsorship of or any Liability under any Seller Plan, all Liability for which shall remain the responsibility of Seller or its applicable AffiliateParent. (b) With respect Prior to the Closing Date, the Company shall adopt written resolutions and a plan amendment to fully (100%) vest all employee benefit plans participants’ accounts under the Company’s 401(k) plan, such vesting to be effective on the date that includes the Effective Time (but may be contingent on the Closing). Such resolutions and amendment shall not apply, and prior to the Effective Time the Company shall not take any action, to fully (100%) vest any employer contributions made to the Company’s 401(k) plan after the Effective Time. The form and substance of Purchaser such written resolutions and plan amendment shall be preapproved by Parent, such preapproval not to be unreasonably withheld. (c) Parent shall cause Continuing Employees to receive credit for service with the Company and its Affiliates, including any “employee benefit plan” (as defined in Section 3(3) Subsidiaries prior to the Closing for purposes of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, vesting, vacation entitlement and level of benefitsseverance benefits under each of the employee benefit plans, vesting programs and benefit accrualspolicies of Parent (other than those providing equity-based benefits or compensation), each Transferred Employee’s service with Seller and the Surviving Corporation or its Subsidiaries (as well as service with any predecessor employer of Seller or any such relevant Subsidiary, to as applicable, in which such Continuing Employees become participants in immediately after the extent service with the predecessor employer was recognized by Seller or such Subsidiary) shall be treated as service with Purchaser and its Affiliates Closing Date (or in the case of a transfer of all or substantially all of the assets and business of the Triage Business, its successors and assigns); provided, however, that such service need not be recognized (i“Parent Plans”) to the extent such service was credited to such Continuing Employee as of the Closing Date under the analogous Plan; provided, that no such service recognition shall be required if it would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement benefits. With respect to each Parent Plan that is a group health plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) to the extent not recognized by Seller for similar purposes, or (iv) for purposes of any plan, program or arrangement (A) under which similarly situated employees of Purchaser and its Affiliates do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. (c) Purchaser or one of its Affiliates Parent shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents at or after the Closing. Seller or one of its Affiliates shall be responsible for all welfare benefit claims incurred under any Seller Plan by Transferred Employees and their eligible dependents prior to the Closing. Without limiting the generality of Section 7.02(a), with respect to any “employee welfare benefit plan” maintained by Purchaser or any of its Affiliates in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing, Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to waive, or (i) cause to be waived, any all pre-existing condition limitations, exclusions, exclusions and actively-at-work requirements and waiting periods, except of such Parent Plan to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or be waived under the comparable benefit plan, program, policy, agreement or other arrangement of Seller or its applicable Subsidiaries immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates to, use commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by for each Transferred Continuing Employee (and his or her eligible covered dependents, unless and to the extent the individual, immediately before entry in the Parent Plans, was subject to such conditions under a comparable Plan, as applicable, and (ii) during cause each Continuing Employee to be given credit under such Parent Plans for all amounts paid by such Continuing Employee under any similar Plan for the calendar plan year in which that includes the Closing occurs Date for purposes of satisfying such year’s deductible and applying deductibles, co-payment limitations payments and out-of-pocket maximums under Parent Plans to the relevant welfare benefit plans in which they will be eligible to participate from and after same extent such amounts were credited for the Closingsame purpose under such Plan for such Continuing Employee. (d) Without limiting Nothing contained in this Section 6.1 shall be construed to create any right to employment or continued employment or any term or condition of employment with the generality Company or any of Sections 12.05 and 12.13, the provisions its Subsidiaries. Nothing in this Section 6.1 or elsewhere in this Agreement shall make any Continuing Employee a third party beneficiary of this Section 7.02 are solely for the benefit of the Parties, and no provision of 6.1 or this Section 7.02 (i) is intended to, Agreement or shall, constitute the establishment any rights relating thereto or adoption of or be deemed to be an amendment to any employee benefit plan for purposes of ERISA or otherwise, (ii) obligates Purchaser or any of its Affiliates to retain the employment arrangement of any particular Transferred Employee following the Closing or (iii) results in party, including any current or former director, employee, consultant or any other individual associated therewith being regarded for any purposes as a Third Party beneficiary of this Agreement or have the right to enforce the provisions hereofPlan.