Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 10.4 or as otherwise required by applicable law, Seller Employees shall cease to participate in or accrue further benefits under Seller Benefit Plans immediately prior to the Closing Date. Beginning on the Closing Date and ending no earlier than the first anniversary thereof, Seller Employees who become New Buyer Employees will be paid base salary that is no less favorable to such New Buyer Employee’s base salary immediately prior to the Closing Date, and will be paid total cash compensation on average that is comparable to New Buyer Employee’s total cash compensation immediately prior to the Closing Date as determined jointly by Buyer and Seller. In the event any New Buyer Employee is terminated by Buyer during the 12-month period after Closing, such New Buyer Employee shall be paid severance in an amount equal to what such New Buyer Employee would have received under Seller’s severance plan if terminated during that period. Beginning on the Closing Date, New Buyer Employees shall also be entitled to participate in Buyer’s retirement and other employee benefit programs, policies and arrangements, subject to the various requirements applicable thereto; provided, however, that the New Buyer Employees shall be given credit under such plans for service 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, to the extent permitted by the terms of such plans, immediately prior to the Closing Date.
Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 8.5 or as otherwise required by applicable Law or pursuant to the Transition Services Agreement, the New Buyer Employees shall cease to participate in or accrue further benefits under the Employee Benefit Plans or Foreign Benefit Plans (other than the Acquired Benefit Plans) as of the Local Transfer Date but shall continue to be eligible to receive all benefits to the extent accrued and vested as of the Local Transfer Date under the Business Benefit Plans that are qualified and non-qualified defined benefit and defined contribution pension plans or that otherwise provide as of the Local Transfer Date post-termination retiree medical coverage if and to the extent required by the terms of the applicable Business Benefit Plan with respect to the New Buyer Employees (and shall be eligible to receive those benefits that accrue and vest under the Acquired Benefit Plans thereafter). Notwithstanding anything to the contrary in this Agreement or as otherwise required by applicable Law, beginning on the Local Transfer Date, Buyer shall, for the period ending twelve months after the Local Transfer Date, 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 Local Transfer Date with respect to such New Buyer Employee. All Buyer Plans (including, for the avoidance of doubt, Buyer severance pay plans, programs or practices or any other arrangement required to be maintained pursuant to this Section 8.5 but excluding defined benefit plans to the extent permitted under applicable Law) shall give full credit for all service of New Buyer Employees with PKI 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 PKI or its Affiliates immediately prior to the Closing Date or as otherwise required by applicable Law, provided that such credit shall not be required to the extent it would result in the duplication of benefits for the same period of service. 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, di...
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.
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 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. (a) Beginning on the Closing Date, the Buyers shall, for the period ending six (6) months after the Closing Date, provide each Seller Business Employee who accepts a Buyer’s offer of employment and who commences working with a Buyer on the Closing Date and each Business Subsidiary Employee on the Closing Date (collectively, the “New Buyer Employees”) with a compensation package (which may consist of base salary, bonus, commissions and any applicable long-term incentive benefits of such Buyer) that is at least substantially equivalent to such New Buyer Employee’s total compensation package immediately prior to the Closing Date.
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...
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"). The Buyer will give credit for past service with the Seller 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 Seller in which the New Buyer Employees participated prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement, beginning on the Closing Date, the Buyer shall maintain (or cause its Affiliates to maintain) a severance pay plan, program or practice for the benefit of each New Buyer Employee that is substantially similar to 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) From the Closing Date through December 31, 2013 and except as set forth on Schedule 6.4 hereto, the Buyer shall provide each New Buyer Employee with (i) equivalent base pay and with a total bonus opportunity that is at least equal to the total bonus opportunity of the New Buyer Employee immediately prior to the Closing Date and (ii) other compensation, benefits (other than severance), and other terms and conditions of employment no less favorable in the aggregate than those being provided by the Buyer to its similarly situated employees.
