Compensation; Employee Benefits; Severance Plans. Beginning on the Closing Date, the Buyer shall, for the period ending twelve (12) months after the Closing Date, provide each New Buyer Employee with total cash compensation (including, without limitation, base salary and bonus opportunity) that is no less favorable in the aggregate than such New Buyer Employee's total cash compensation immediately prior to the Closing Date. Beginning on the Closing Date, the Buyer shall also, for the period ending twelve (12) months after the Closing Date, maintain (or cause its Affiliates to maintain) Buyer Plans that are no less favorable in the aggregate than the Business Benefit Plans in effect immediately prior to the Closing; provided, however, that any equity or equity-based Business Benefit Plans (such as stock option plans and restricted stock plans) shall be disregarded for this purpose. The Buyer will give credit for past service with the Sellers or their Affiliates under all the Buyer Plans including, without limitation, severance pay plans, to all New Buyer Employees, to the same extent such service was credited under similar plans of the Sellers and their Affiliates in which the New Buyer Employees participated prior to the Closing Date; provided, however, that such service shall not be taken into account for purposes of benefit accrual under any Buyer Plan that is intended to be qualified under section 401(a) of the Code. Notwithstanding anything to the contrary in this Agreement, beginning on the Closing Date, the Buyer shall, for the period ending twelve (12) months after the Closing Date, maintain (or cause its Affiliates to maintain) a severance pay plan, program or practice for the benefit of each New Buyer Employee that is no less favorable than the plan, program or practice in effect immediately prior to the Closing Date with respect to such New Buyer Employee.
Compensation; Employee Benefits; Severance Plans. (a) The Seller and its Affiliates will retain, bear and discharge all liabilities for any accrued compensation, unused accrued vacation and other paid time off, “stay-pay,” and other accrued benefits (other than commissions and the 2013 annual incentive award payments) payable with respect to Seller Business Employees, applicable as of periods of service with the Seller or the Canadian Subsidiary, as the case may be, as of the Closing Date. The Buyer will assume, bear, and discharge all liabilities with respect to commissions and 2013 annual incentive award payments that are accrued but unpaid as of the Closing Date or that, with respect to the period in 2013 following the Closing Date, will continue to accrue, other than any commission payments due to be paid by the Seller or its Affiliates on or before the Closing Date.
(b) The Buyer will take into account periods of service of the New Buyer Employees with the Seller and its Affiliates through the Closing Date, as credited by the Seller or its Affiliates through the Closing Date under the Business Benefit Plans, for purposes of determining, as applicable, the eligibility of New Buyer Employees for participation in and vesting under (but not for benefit accrual) the employee benefit plans offered by the Buyer or any of its Affiliates to the New Buyer Employees, including vacation plans or arrangements, 401(k) or other retirement savings plans and any severance or welfare plans, and the New Buyer Employee shall receive service credit for purposes of benefits levels under the vacation/paid time off and severance plans of Buyer and its Affiliates based on such prior service.
(c) The Buyer shall cause the insurance carriers and administrators under the group health plans of the Buyer and its Affiliates to (i) waive any limitation on health coverage of New Buyer Employees due to pre-existing conditions and/or waiting periods, active employment requirements, and requirements to show evidence of good health under the applicable health plan of the Buyer or any of its Affiliates to the extent such New Buyer Employees are currently covered under a health plan of the Seller or its Affiliates (including the Canadian Subsidiary) and (ii) to credit any expenses incurred by the New Buyer Employees and their beneficiaries or dependents under similar plans of the Seller or any of its Affiliates (including the Canadian Subsidiary) during the portion of the calendar year in which the Closing Date occurs for purposes of sati...
Compensation; Employee Benefits; Severance Plans. Except as ------------------------------------------------ otherwise provided in this Section 10.7 or as otherwise required by applicable law, the Transferred Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans immediately prior to the Closing Date. Starting on the Closing Date, Buyer shall, for a period ending on the date twelve (12) months after the Closing Date, provide each Transferred Employee with compensation determined in accordance with policies applicable to similarly situated employees of Buyer, and benefits available to such employees; provided -------- that, except as required by law as to benefits, no such compensation or benefits shall continue beyond the last day of employment of any Transferred Employee whose employment with the Buyer terminates, voluntarily or otherwise.
Compensation; Employee Benefits; Severance Plans. The Buyer will [*] for [*] with [*], up to a [*] of [*], under all the [*] in effect immediately prior to the Closing Date with respect to [*] of the [*)] including, without limitation [*], to all [*] who accept the [*] of [*] or who [*] as [*] of the [*] on the [*] (collectively, [*], to the same extent such [*] was [*] under [*] of [*] in which the [*] prior to the [*]; provided, however, that there shall be no [*] of [*] as a result of such [*]. The Seller shall cause all severance pay plans, programs and practices in effect immediately prior to the Closing Date with respect to any Company Employee to be terminated effective as of the Closing, other than such plans, programs and practices set forth on Schedule 6.3. None of the provisions of this Agreement, including this Section 6.4, shall affect the Buyer's or the Company's employment of the Company Employees on an "at-will" basis CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (except to the extent otherwise provided in any agreement referenced in Section 2.15(a) of the Disclosure Schedule).
Compensation; Employee Benefits; Severance Plans. The Buyer shall provide each New Buyer Employee with a base salary not less than the base salary provided to such person by the Seller immediately prior to the Closing as shown on the Disclosure Schedule, for a period after the Closing and ending no earlier than twelve (12) months after the Closing Date or any earlier termination of the employment of such New Business Employee. The Buyer shall offer each New Business Employee the right to participate in Buyer Plans, including any Buyer Plans that are “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), that are no less favorable to each such New Business Employee than those provided by the Buyer to its other similarly situated employees, for a period after the Closing ending no earlier than twelve (12) months after the Closing Date or any earlier termination of the employment of such New Business Employee. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Buyer from terminating the employment of any New Business Employee in any lawful manner, including termination for cause, for bona fide business reasons, or otherwise.
Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 8.3 or as otherwise required by applicable law, the Company Employees shall cease to participate in or accrue further benefits under the Seller Benefit Plans immediately prior to the Closing Date. Beginning on the Closing Date, Buyer shall provide to any New Buyer Employee who is terminated by Buyer without cause during the period ending twelve (12) months after the Closing Date with severance benefits that are no less favorable than those provided under the applicable plan, program or practice set forth on Schedule 8.3(e) as in effect immediately prior to the Closing Date with respect to such New Buyer Employee, subject to the execution of a general release of claims in a form reasonably acceptable to Buyer. Buyer shall use commercially reasonable efforts to recognize the service of each New Buyer Employee that is credited under a Seller Benefit Plan for purposes of eligibility, vesting and solely with respect to paid time off and severance, level of benefits under any Buyer Plan, except to the extent that recognition of such credit would result in a duplication of benefits or compensation. For purposes of this Agreement, a “Buyer Plan” means any employee pension benefit plan, any employee welfare benefit plan, and, any other written or oral plan, agreement, program, policy or arrangement involving direct or indirect compensation or benefits, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, equity or equity-based incentives or other forms of incentive compensation or post-retirement compensation, in each case, for the benefit of employees, directors, consultants or independent contractors of Buyer or its Subsidiaries or with respect to which Buyer or any of its Subsidiaries has any liability, contingent or otherwise. For the avoidance of doubt, the Company shall retain responsibility and any liability, contingent or otherwise, for the Company Benefit Plans.
Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 8.4 or as otherwise required by applicable law, the Transferred Employees shall cease to participate in or accrue further benefits under the Seller Employee Plans on cessation of their employment with Seller or any Seller Subsidiary.
Compensation; Employee Benefits; Severance Plans. The Business Employees shall cease to participate in and to accrue further benefits under the Business Plans immediately prior to the Closing Date and Seller or SRT shall arrange for any amendments, notices and filings necessary in connection with such cessation. On the Closing Date, Buyer shall provide each Transferred Employee and each SRT Employee who continues his or her employment with SRT or Buyer after the Closing Date with (i) the opportunity to participate in Buyer's standard benefit arrangements (including without limitation bonus arrangements) ("BUYER'S PLAN") in accordance with paragraph (b) above and (ii) salaries that are not less than pre-closing salaries for such employees.
Compensation; Employee Benefits; Severance Plans. Beginning on the Closing Date, the Buyer shall provide each Employee who accepts the Buyer's offer of employment and who commences working with the Buyer on the Closing Date (other than the employees who sign an Employment Agreement) (collectively, the "New Buyer Employees") with total cash compensation (including base salary and bonus opportunity) that is substantially similar to such New Buyer Employee's total cash compensation immediately prior to the Closing Date. Beginning on the Closing Date, the Buyer shall also maintain (or cause its Affiliates to maintain) employee benefit plans, agreements, programs, policies and arrangements for the benefit of each New Buyer Employee that are substantially similar to the Employee Benefit Plans in effect immediately prior to the Closing Date with respect to employees of the Buyer (the "Buyer Plans"
Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 7.6 or as otherwise required by applicable law or the terms of the applicable Business Benefit Plan, the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans immediately prior to the Closing Date. From and after the Closing until the first anniversary of the Closing Date (or, if earlier, until the date such New Buyer Employee ceases to be employed by Buyer or its Affiliates), Buyer shall provide each New Buyer Employee with base salary that is no less favorable than that provided to such New Buyer Employee immediately prior to the Closing and annual cash bonus and/or annual cash incentive pay opportunity (excluding equity awards, change in control and retention bonuses) that is no less favorable than that provided to such New Buyer Employee immediately prior to the Closing. From and after the Closing until the first anniversary of the Closing Date, Buyer shall use commercially reasonable efforts to maintain (or cause its subsidiaries to maintain) employee benefit plans, agreements, programs, policies and arrangements for the benefit of each New Buyer Employee (“Buyer Plans”) that are no less favorable in the aggregate than those provided to similarly-situated employees of Buyer (excluding defined benefit pension plans, non-qualified deferred compensation plans, post-employment welfare plans, change in control benefits, and equity incentives). From and after the Closing until the first anniversary of the Closing Date, Buyer shall maintain (or cause its subsidiaries to maintain) a severance pay plan, program or practice for the benefit of each New Buyer Employee that is no less favorable than the plan, program or practice in effect immediately prior to the Closing and set forth on Schedule 7.6(b) with respect to such New Buyer Employee. All Buyer Plans and Buyer severance pay plans, programs or practices (excluding equity awards, change in control and retention bonuses, defined benefit pension plans and post-employment welfare plans) shall recognize all credited service of New Buyer Employees with Seller and its Affiliates for purposes of eligibility and vesting and level of benefits to the same extent such service was recognized under similar plans maintained by Seller or its Affiliates immediately prior to the Closing, in each case, except (A) that Buyer and its Affiliates shall not be required to recognize prior service if recognition of such prior service...
