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

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 10.4 9.5 or as otherwise required by applicable law, Seller the Business Employees shall cease to participate in or accrue further benefits under Seller the Business Benefit Plans immediately prior to the Closing DateTime. Beginning on at the Closing Date and Time, the Buyers shall, for the period ending no earlier than twelve (12) months after the first anniversary thereofClosing Time, Seller Employees who become provide each New Buyer Employees will be paid Employee with total cash compensation (including base salary and bonus opportunity) that is no less favorable to in the aggregate than 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 periodTime. Beginning on at the Closing DateTime, New Buyer Employees the Buyers shall also be entitled also, for the period ending twelve (12) months after the Closing Time, maintain (or cause one of the Buyers’ subsidiaries to participate in Buyer’s retirement and other maintain) employee benefit plans, agreements, programs, policies and arrangements, subject arrangements for the benefit of each New Buyer Employee that are substantially similar to the various requirements applicable thereto; Employee Benefit Plans in effect immediately prior to the Closing Time with respect to employees of the Buyers (“Buyer Plans”), provided, however, that if Parent maintains and the Buyers make available the Celestica Health and Welfare Benefit Plan for the New Buyer Employees Employees, then this shall be given credit under conclusively deemed to have maintained plans, programs and practices that are “substantially similar” to the plans, programs and practices in effect immediately prior to the Closing 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 modifications apply to all participants in such plans in an equivalent manner. Notwithstanding anything to the contrary in this Agreement, beginning at the Closing Time, the Buyers shall, for the period ending twelve (12) months after the Closing Time, maintain (or cause one of the Buyers’ subsidiaries 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 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 Seller Xxxxxx and its Affiliates 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 Xxxxxx or its Affiliates, to the extent permitted by the terms of such plans, subsidiaries immediately prior to the Closing DateTime. 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 10.4 10.6 or as otherwise required by applicable law, Seller the Technical Services Employees shall cease to participate in or accrue further benefits under Seller Benefit the TSB Plans immediately prior to the Closing Date. Beginning Starting on the Closing Date, the Buyer shall, for a period ending on the date twelve (12) months after the Closing Date, provide each Transferred Employee who continues his or her employment after the Closing Date with total cash compensation (including without limitation base salary and bonus opportunity at least equal to those in effect 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 but excluding any benefit provided under any equity or non-qualified deferred compensation plan) that is no less favorable in the aggregate to such New Buyer Transferred 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 's total cash compensation immediately prior to the Closing Date as determined jointly by Buyer and SellerDate. 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 Starting on the Closing Date, New the Buyer Employees shall also be entitled also, for a period ending on the date twelve (12) months after the Closing Date, maintain (or cause its subsidiaries to participate in Buyer’s retirement and other maintain) employee benefit plans, agreements, programs, policies and arrangements, subject to arrangements for the various requirements applicable thereto; provided, however, benefit of each Transferred Employee that are not materially less favorable in 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 aggregate than 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, Employee Benefit Plans in effect immediately prior to the Closing Date with respect to such Transferred Employee ("Buyer Plans"); provided, that such comparison shall exclude, and the Buyer shall not be required to provide to any Transferred Employee, any equity plan or non-qualified deferred compensation plan. Notwithstanding anything to the contrary in this Agreement, starting on the Closing Date the Buyer shall, for a period ending on the date twelve (12) months after the Closing Date, maintain (or cause its subsidiaries to maintain) a severance pay plan, program or practice for the benefit of each 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 Transferred Employee and which is disclosed in the Disclosure Schedule.

Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 10.4 9.5, otherwise agreed to in the Transition Services Agreement, or as otherwise required by applicable lawLaw, the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans sponsored by PKI or its Affiliates (other than Business Benefit Plans sponsored by the Business Subsidiaries or, to the extent required by Law, PKI Opto Germany) immediately prior to the Closing Date; provided, however, that Remaining Seller Employees shall cease to participate in or accrue further benefits under Seller the Business Benefit Plans immediately prior to after the Closing Date. Beginning on the Closing Date, Buyer shall, for the period ending twelve (12) months after the Closing Date and ending no earlier than the first anniversary thereofor such later date as required by applicable Law, Seller Employees who become provide each New Buyer Employees will be paid Employee with total cash compensation (including base salary and bonus opportunity), and employee benefit plans, agreements, programs, policies and arrangements that is are no less favorable to such New Buyer Employee’s base salary immediately prior to in the Closing Date, and will be paid total cash compensation on average that is comparable to aggregate than each New Buyer Employee’s total cash compensation (including the Business Benefit Plans) (other than equity-based compensation, retiree medical benefits and defined benefit pension benefits) in effect immediately prior to the Closing Date as determined jointly by (“Buyer and SellerPlans”). In Notwithstanding anything to the event any New Buyer Employee is terminated by Buyer during the 12-month period after Closingcontrary in this Agreement, 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 beginning on the Closing Date, Buyer shall, for the period ending twelve (12) months after the Closing 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 Closing Date with respect to each such New Buyer Employee, including those New Buyer Employees with individual severance arrangements. All Buyer Plans and Buyer severance pay plans, programs or practices 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 recognize all credited service of New Buyer Employees shall be given credit under such plans for service with Seller PKI and its Affiliates Subsidiaries (or, to the extent previously recognized by PKI under its plans, programs or arrangements, any predecessor employer) for purposes of eligibility and vesting and level of benefits to the same extent such service was recognized under similar plans maintained by Seller PKI or its Affiliates, to the extent permitted by the terms of such plans, Subsidiaries immediately prior to the Closing Date.. With regard to PKI Germany Opto Acquired Employees the special regulations set forth in Section 9.5(k) shall apply

Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 10.4 Article IX or as otherwise required by applicable law, Seller the Transferred Employees shall cease to participate in or accrue further benefits under Seller the AIS Benefit Plans immediately prior to the Closing. Beginning at the Closing, the Buyer shall, for a period ending on the date 15 months after the Closing Date. Beginning , (a) provide each Transferred Employee who is not a member of a unit of employees covered by the Collective Bargaining Agreement with total cash compensation (defined as base salary and bonus opportunity at least equal to those in effect 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 date hereof) that is no less favorable to in the aggregate than such New Buyer Transferred Employee’s base salary 's total cash compensation (as defined above) immediately prior to the Closing Date, (b) maintain (or cause its subsidiaries to maintain) Employee Benefit Plans (including without limitation, defined benefit plans, defined contribution plans and will be paid total cash compensation on average excess plans, but excluding stock-based plans), for the benefit of each Transferred Employee that is comparable to New Buyer Employee’s total cash compensation are no less favorable in the aggregate than the Employee Benefit Plans in effect immediately prior to the Closing Date with respect to employees of the Buyer ("Buyer Plans"), (c) maintain (or cause its subsidiaries to maintain) a Severance Pay Plan, program or practice for the benefit of each 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 Transferred Employee, and (d) provide the Transferred Employee company-paid retiree medical benefits that are substantially comparable in value to such benefits as determined jointly by Buyer are provided to the Transferred Employees immediately prior to the Closing and Seller. In continue such company-paid retiree medical benefits for as long as retiree medical benefits are provided generally to other employees of the event any New Buyer Employee is terminated by Buyer Buyer, its successors and its Subsidiaries during the 12such 15-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 Subsequent to the Closing Date, New Buyer Employees the Sellers shall also be entitled to participate in Buyer’s retirement and other employee benefit programs, policies and arrangements, subject retain no liability for provision of retiree medical benefits to the various requirements applicable thereto; providedTransferred Employees, howeverall of such liability, that if any, having been assumed by the New Buyer. The Buyer Employees shall be given credit under such plans for cause each Buyer Plan to recognize all credited 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(including, to the extent permitted 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 terms of such plans, immediately prior to Transferred Employees with the Sellers through the Closing Date.

Compensation; Employee Benefits; Severance Plans. Except as otherwise provided 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 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 the aggregate than such New Buyer Employee's total cash compensation immediately prior to the Closing Date. Beginning on the Closing Date and Date, the Buyer shall also, for the period ending no earlier than twelve (12) months after the first anniversary thereofClosing Date, Seller Employees who become New maintain (or cause its Affiliates to maintain) Buyer Employees will be paid base salary Plans that is are no less favorable to such New Buyer Employee’s base salary in the aggregate than the Business Benefit Plans in effect 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 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 shall be given credit under such plans for service with Seller and its Affiliates for purposes of eligibility and vesting and level of benefits Employees, to the same extent such service was recognized credited under similar plans maintained by Seller or its Affiliates, of the Sellers and their Affiliates in which the New Buyer Employees participated prior to the extent permitted by 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 terms 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 such planseach New Buyer Employee that is no less favorable than the plan, program or practice in effect immediately prior to the Closing DateDate with respect to such New Buyer Employee.

Compensation; Employee Benefits; Severance Plans. Except as otherwise provided in this Section 10.4 7.10 or as otherwise required by applicable lawLaw, Seller the New Buyer Employees shall cease to participate in or accrue further benefits under Seller the Employee Benefit Plans of Seller immediately prior to the Closing Date. Beginning on the Closing Date and Date, Buyer shall, for the period 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 twelve (12) months after the Closing Date, and will be paid provide each New Buyer Employee with total cash compensation on average (including base salary and bonus opportunity) and employee benefit plans, agreements, programs, policies and arrangements (“Buyer Plans”) that is comparable to are no less favorable in the aggregate than such New Buyer Employee’s total cash compensation and employee benefit plans, agreements, programs, policies and arrangements immediately prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement, beginning on the Closing Date, Buyer shall, for the period ending twelve (12) months after the Closing Date, 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 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, with respect to such New Buyer Employee Employee. All Buyer Plans and Buyer severance pay plans, programs or practices 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, recognize all credited service of 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 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 Affiliates, to the extent permitted by the terms of such plans, 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. Except as otherwise provided in this Section 10.4 or as otherwise required by applicable lawlaw or set forth in Section 9.4(a), Seller the Business Employees shall cease to participate in or accrue further benefits under Seller the Business Benefit Plans immediately prior to the Closing DateClosing. Beginning Except as otherwise set forth in an offer letter contemplated by Section 9.4(a), 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, Buyer shall maintain (or cause its Affiliates to maintain) employee benefit plans, agreements, programs, policies and will be paid total cash compensation on average that is comparable to arrangements for the benefit of each New Buyer Employee’s total cash compensation Employee (“Buyer Plans”) that are substantially similar in the aggregate than the Employee Benefit Plans in effect immediately prior to the Closing Date as determined jointly by Buyer and Sellerwith respect to employees of Buyer. In Notwithstanding anything herein to the event any contrary, if a New Buyer Employee is terminated by Buyer during after the 12-month period after Closing, Closing and such New Buyer Employee shall be paid is entitled to severance payments and benefits pursuant to those certain Change in an amount equal to what 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 would have received 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 Seller’s severance plan if terminated during that period. Beginning on the Closing DateBuyer Plans and permitted by applicable law, shall recognize all credited service of 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 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, to the extent permitted by the terms of such plans, Affiliates immediately prior to the Closing Date, except as could result in a duplication of benefits.