Common use of Compensation; Employee Benefits; Severance Plans Clause in Contracts

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. Except as otherwise provided in this Article IX or as otherwise required by applicable law, the Transferred Employees shall cease to participate in or accrue further benefits under the AIS Benefit Plans immediately prior to the Closing. Beginning on at the Closing DateClosing, the Buyer shall, for the a period ending twelve (12) on the date 15 months after the Closing Date, (a) provide each New Buyer Transferred Employee who is not a member of a unit of employees covered by the Collective Bargaining Agreement with total cash compensation (including, without limitation, defined as base salary and bonus opportunityopportunity at least equal to those in effect on the date hereof) that is no less favorable in the aggregate than such New Buyer Transferred Employee's total cash compensation (as defined above) immediately prior to the Closing Date. Beginning on the Closing Date, the Buyer shall also, for the period ending twelve (12b) months after the Closing Date, maintain (or cause its Affiliates subsidiaries to maintain) Buyer Employee Benefit Plans (including without limitation, defined benefit plans, defined contribution plans and excess plans, but excluding stock-based plans), for the benefit of each Transferred Employee that are no less favorable in the aggregate than the Business Employee 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 Closing Date with the Sellers or their Affiliates under all respect to employees of the Buyer Plans including("Buyer Plans"), 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(c) 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 subsidiaries to maintain) a severance pay planSeverance Pay Plan, program or practice for the benefit of each New Buyer Transferred 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 Transferred Employee, and (d) provide the Transferred Employee company-paid retiree medical benefits that are substantially comparable in value to such benefits as are provided to the Transferred Employees immediately prior to the Closing and continue such company-paid retiree medical benefits for as long as retiree medical benefits are provided generally to other employees of the Buyer, its successors and its Subsidiaries during such 15-month period. Subsequent to the Closing Date, the Sellers shall retain no liability for provision of retiree medical benefits to the Transferred Employees, all of such liability, if any, having been assumed by the Buyer. The Buyer Employeeshall cause each Buyer Plan to recognize all credited service for purposes of eligibility and vesting and level of benefits (including, to the extent required to meet the Buyer's obligations under Section 9.4, accrual of benefits under any defined benefit plan); provided, however, that the Buyer shall not be required to provide any of the Transferred 103 Employees with any stock-based plans relating to equity securities (or their equivalent, such as phantom stock plans or SAR's ). Nothing herein shall preclude the Sellers from continuing to administer stock-based and incentive plans for service by the Transferred Employees with the Sellers through the Closing Date.

Compensation; Employee Benefits; Severance Plans. Beginning Except as otherwise provided in this Section 10.6 or as otherwise required by applicable law, the Technical Services Employees shall cease to participate in or accrue further benefits under the TSB Plans immediately prior to the Closing Date. Starting on the Closing Date, the Buyer shall, for the a period ending on the date twelve (12) months after the Closing Date, provide each New Buyer Transferred Employee who continues his or her employment after the Closing Date with total cash compensation (including, including without limitation, limitation base salary and bonus opportunityopportunity at least equal to those in effect on the Closing Date but excluding any benefit provided under any equity or non-qualified deferred compensation plan) that is no less favorable in the aggregate than to such New Buyer Transferred Employee's total cash compensation immediately prior to the Closing Date. Beginning Starting on the Closing Date, the Buyer shall also, for the a period ending on the date twelve (12) months after the Closing Date, maintain (or cause its Affiliates subsidiaries to maintain) Buyer Plans employee benefit plans, agreements, programs, policies and arrangements for the benefit of each Transferred Employee that are no not materially less favorable in the aggregate than the Business Employee Benefit Plans in effect immediately prior to the ClosingClosing Date with respect to such Transferred Employee ("Buyer Plans"); provided, howeverthat such comparison shall exclude, 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 required to provide to any Buyer Plan that is intended to be Transferred Employee, any equity plan or non-qualified under section 401(a) of the Codedeferred compensation plan. Notwithstanding anything to the contrary in this Agreement, beginning starting on the Closing Date, Date the Buyer shall, for the a period ending on the date twelve (12) months after the Closing Date, maintain (or cause its Affiliates subsidiaries to maintain) a severance pay plan, program or practice for the benefit of each New Buyer Transferred 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 EmployeeTransferred Employee and which is disclosed in the Disclosure Schedule.

Compensation; Employee Benefits; Severance Plans. (a) Beginning on the Closing Date, the Buyer Buyers shall, for the period ending twelve six (126) 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 Employee Employees”) with total cash a compensation package (includingwhich may consist of base salary, without limitationbonus, base salary commissions and bonus opportunityany applicable long-term incentive benefits of such Buyer) that is no less favorable in the aggregate than at least substantially equivalent to such New Buyer Employee's ’s total cash compensation package immediately prior to the Closing Date. . (b) Beginning on the Closing Date, the Buyer Buyers shall also, for the period ending twelve six (126) months after the Closing Date, maintain (or cause its Affiliates to maintain) employee benefit plans, agreements, programs, policies and arrangements, as may be modified from time to time for employees generally, for the benefit of each New Buyer Plans Employee that are no less favorable substantially comparable in the aggregate than to the Business Employee Benefit Plans in effect immediately prior to the Closing; provided, however, that any equity or equity-based Business Benefit Plans Closing Date with respect to employees of the Buyers (the “Buyer Plans”) for so long as such as stock option plans and restricted stock plans) shall be disregarded for this purposeNew Buyer Employee is employed by a Buyer. The Buyer Buyers will give credit for past service with the Sellers or their Affiliates under all the Buyer Plans includingfor purposes of eligibility, without limitation, severance pay plans, vesting and determination of benefit levels 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 but except where such service shall not be taken into account for purposes credit would result in duplication of benefit accrual under any Buyer Plan that is intended to be qualified under section 401(a) of the Codebenefits. Notwithstanding anything to the contrary in this Agreement, beginning on the Closing Date, the if a Buyer shall, for the period ending twelve (12i) months after the Closing Date, maintain (or cause its Affiliates to maintain) terminates a severance pay plan, program or practice for the benefit of each New Buyer Employee that is no less favorable during the six-month period following the Closing Date (other than for Cause) or (ii) does not offer employment to any Seller Business Employee prior to or immediately following the plan, program or practice Closing Date at a location and in effect a position substantially similar to such employee’s location and position immediately prior to the Closing Date as contemplated in Section 7.1 hereof and with the compensation package (including any applicable benefits of such Buyer but not including equity awards) and access to Buyer Plans referred to above, then the Buyers shall pay severance to such employee (subject to obtaining an appropriate and customary release in substantially the form attached to Schedule 7.4) over the severance period to the extent permitted by law of an amount at least equal to the higher of (A) the amount that would have been required to be paid under the Parent’s severance plan and policies in effect as of the date of this Agreement, as calculated in accordance with Section 2.16(a) of the Disclosure Schedule, with respect to such employee, or (B) the amount required to be paid under a Buyer’s severance plan or policies as of the date of such termination. (c) Notwithstanding anything to the contrary herein, subject to applicable local law, the Buyers shall not be obligated to pay any such severance to Business Employees in excess of the severance amounts set forth in the severance plans existing as of the Closing Date. In the event that a Buyer becomes obligated to pay severance to an employee as set forth above and the Parent (or any of its successors or assigns) hires such employee within the six-month period following the Closing Date, then, as of the date such employee commences employment with the Parent, such Buyer shall no longer be obligated to make any remaining severance payments pursuant to the terms of this Agreement. For purposes of this Section 7.4, the phrase “for Cause” shall mean (i) the repeated failure of a New Buyer Employee to perform any of his or her material job functions, (ii) the conviction of, or admission of guilt or plea of no contest by, a New Buyer Employee in a criminal proceeding with respect to any crime, whether or not involving the Business, which constitutes a felony in the jurisdiction involved, (iii) the embezzlement or misappropriation of property of the Buyers by a New Buyer Employee, or any other act of a New Buyer Employee involving fraud or material dishonesty with respect to the Buyers, (iv) any substance abuse by a New Buyer Employee that materially interferes with his ability to discharge his duties to the Buyers, or (v) any material breach by the New Business Employee of his or her statutory, common law or contractual duties not to compete with the Buyers, not to solicit or hire employees of the Buyers, or not to disclose or reveal confidential information or trade secrets of the Buyers.

Compensation; Employee Benefits; Severance Plans. Beginning on Except as otherwise provided in this Section 9.5 or as otherwise required by applicable law, the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans immediately prior to the Closing DateTime. Beginning at the Closing Time, the Buyer Buyers shall, for the period ending twelve (12) months after the Closing DateTime, provide each New Buyer Employee with total cash compensation (including, without limitation, including base salary and bonus opportunity) that is no less favorable in the aggregate than such New Buyer Employee's ’s total cash compensation immediately prior to the Closing DateTime. Beginning on at the Closing DateTime, the Buyer Buyers shall also, for the period ending twelve (12) months after the Closing DateTime, maintain (or cause its Affiliates one of the Buyers’ subsidiaries to maintain) employee benefit plans, agreements, programs, policies and arrangements for the benefit of each New Buyer Plans Employee that are no less favorable in substantially similar to the aggregate than the Business Employee Benefit Plans in effect immediately prior to the Closing; Closing Time with respect to employees of the Buyers (“Buyer Plans”), provided, however, that any equity or equity-based Business if Parent maintains and the Buyers make available the Celestica Health and Welfare Benefit Plans (such as stock option plans and restricted stock plans) shall be disregarded Plan 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, then this shall be conclusively deemed to have maintained plans, programs and practices that are “substantially similar” to the same extent such service was credited under similar plans of the Sellers plans, programs and their Affiliates practices in which the New Buyer Employees participated effect immediately prior to the Closing Date; provided, however, Time even if these plans are modified prior to the twelve (12) month period described above as part of the annual review of such plans and provided that such service shall not be taken into account for purposes of benefit accrual under any Buyer Plan that is intended modifications apply to be qualified under section 401(a) of the Codeall participants in such plans in an equivalent manner. Notwithstanding anything to the contrary in this Agreement, beginning on at the Closing DateTime, the Buyer Buyers shall, for the period ending twelve (12) months after the Closing DateTime, maintain (or cause its Affiliates one of the Buyers’ subsidiaries to maintain) a severance pay plan, program or practice for the benefit of each New Buyer Employee that is no less favorable than substantially similar to the plan, program or practice in effect immediately prior to the Closing Date Time with respect to such New Buyer Employee. All Buyer Plans and the Buyers’ severance pay plans, programs or practices, to the extent permitted by applicable law and the relevant insurance carriers, shall recognize all credited service of New Buyer Employees with Xxxxxx and its subsidiaries for purposes of eligibility and vesting and level of benefits to the same extent such service was recognized under similar plans maintained by Xxxxxx or its subsidiaries immediately prior to the Closing Time. Effective as of the Closing, all Business Employees who participate in 401(k) Plans maintained by either Xxxxxx or any of its subsidiaries shall cease to participate in such plans. Each of the Buyers shall establish, if it does not already maintain, a defined contribution plan qualified under Section 401 of the Code which shall accept direct or indirect rollovers by Business Employees of their vested interest in the Xxxxxx’ 401(k) Plan.

Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 9.4 or as otherwise required by applicable law, the Business Employees shall cease to participate in or accrue further benefits under the Parent Benefit Plans immediately prior to the Closing. Beginning on the first day after 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, i) a base salary and bonus opportunityopportunity that is no less in the aggregate than each such New Buyer Employee was eligible to receive from Parent or any of its Affiliates (including any Acquired Company or Business Subsidiary) immediately prior to the Closing and (ii) employee benefit plans, agreements, programs, policies and arrangements of Buyer (“Buyer Plans”) that is are materially 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 under which applicable similarly situated employees of 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 Codeparticipate. Notwithstanding anything to the contrary in this Agreement, beginning on the first day after the Closing Date, the Buyer shall, for the period ending twelve (12) months after the Closing Date, maintain (or cause its Affiliates subsidiaries to maintain) a severance pay plan, program or practice for the benefit of each New Buyer Employee that is no less favorable than similar to the plan, program or practice in effect immediately prior to the Closing Date with respect to such applicable similarly situated employees of Buyer. All Buyer Plans, vacation or paid time off accrual rates, and Buyer severance pay plans, programs or practices shall recognize all credited service of New Buyer EmployeeEmployees with Parent and its subsidiaries for purposes of eligibility and vesting and level of benefits to the same extent such service was recognized under similar plans maintained by Parent or its subsidiaries immediately prior to the Closing Date, except that the foregoing shall not apply with respect to any accrual of benefits or otherwise to the calculation of any accrued benefits under any defined benefit plan. Nothing in this Agreement shall be construed to provide for Buyer’s express or implied assumption of any collective bargaining or works council agreement or other labor contract of any kind relating to the representation of any employees of Parent or its subsidiaries, including but not limited to the Acquired Companies or Business Subsidiaries, by any union or labor organization.

Compensation; Employee Benefits; Severance Plans. Beginning on the Closing DateExcept as otherwise provided in this Section 10.4 or as otherwise required by applicable law, 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 Seller Employees shall cease to participate in the aggregate than such New Buyer Employee's total cash compensation or accrue further benefits under Seller Benefit Plans immediately prior to the Closing Date. Beginning on the Closing DateDate and ending no earlier than the first anniversary thereof, the Seller Employees who become New Buyer shall also, for the period ending twelve (12) months after 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, maintain (or cause its Affiliates and will be paid total cash compensation on average that is comparable to maintain) New Buyer Plans that are no less favorable in the aggregate than the Business Benefit Plans in effect 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 any equity or equity-based Business Benefit Plans (such as stock option plans and restricted stock plans) the New Buyer Employees shall be disregarded given credit under such plans for this purpose. The Buyer will give credit for past service with the Sellers or their Seller and its Affiliates under all the Buyer Plans including, without limitation, severance pay plans, to all New Buyer Employees, for purposes of eligibility and vesting and level of benefits to the same extent such service was credited recognized under similar plans maintained by Seller or its Affiliates, to the extent permitted by the terms of the Sellers and their Affiliates in which the New Buyer Employees participated such plans, immediately 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. Except as otherwise provided in this Section 7.10 or as otherwise required by applicable Law, the New Buyer Employees shall cease to participate in or accrue further benefits under the Employee Benefit Plans of Seller immediately prior to the Closing Date. 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, including base salary and bonus opportunity) and employee benefit plans, agreements, programs, policies and arrangements (“Buyer Plans”) that is are no less favorable in the aggregate than such New Buyer Employee's ’s total cash compensation and employee benefit plans, agreements, programs, policies and arrangements 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. All Buyer Plans and Buyer severance pay plans, programs or practices shall recognize all credited service of New Buyer Employees with Seller and its subsidiaries 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 subsidiaries immediately prior to the Closing Date. Buyer shall assume responsibility for any individual employment, retention, severance, change in control or similar agreements or terms of employment for persons employed at Seller who become New Buyer Employees.

Compensation; Employee Benefits; Severance Plans. Beginning 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 Closing Local Transfer 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 Local Transfer 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 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 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 applicable Local Transfer 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, 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 the Buyer or its Affiliates in which any New Buyer Employee becomes eligible to participate.

Compensation; Employee Benefits; Severance Plans. Beginning Except as otherwise required by applicable law or set forth in Section 9.4(a), the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans immediately prior to the Closing. Except as otherwise set forth in an offer letter contemplated by Section 9.4(a), 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 employee benefit plans, to all New Buyer Employeesagreements, to the same extent such service was credited under similar plans of the Sellers programs, policies 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 arrangements for the benefit of each New Buyer Employee (“Buyer Plans”) that is no less favorable are substantially similar in the aggregate than the plan, program or practice Employee Benefit Plans in effect immediately prior to the Closing Date with respect to employees of Buyer. Notwithstanding anything herein to the contrary, if a New Buyer Employee is terminated after the Closing and such New Buyer EmployeeEmployee is entitled to severance payments and benefits pursuant to those certain Change in Control Agreements set forth on Schedule 9.4(c) that are in excess of severance amounts and benefits set forth opposite the name of such New Buyer Employee on Schedule 9.4(c), then Buyer and Seller shall each be responsible for paying the New Buyer Employee one-half of such excess severance payment amount and benefits costs. All Buyer Plans and Buyer severance pay plans, programs or practices (other than a “pension plan” (as defined in Section 3(2) of ERISA)) to the extent permitted under Buyer Plans and permitted by applicable law, shall recognize all credited service of New Buyer Employees with Seller and its Subsidiaries for purposes of eligibility and vesting and level of benefits (but not for benefit accrual under a defined benefit pension plan) to the same extent such service was recognized under similar plans maintained by Seller or its Affiliates immediately prior to the Closing Date, except as could result in a duplication of benefits.