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

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 satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses or any like or similar expenses or costs. (d) If the Buyer or its Affiliates terminates the employment of a Transitional New Buyer Employee, a Non-Transitional New Buyer Employee or a Specified Employee at any time after the Closing Date and on or prior to the Severance Outside Date without cause, the Buyer shall provide such Transitional New Buyer Employee, Non-Transitional New Buyer Employee or Specified Employee, as applicable, that executes and delivers a fully enforceable release of any and all claims against the Buyer and its Affiliates, as well as Seller and its Affiliates as an additional released party, with a cash severance payment in an amount equal to the greatest of (i) the cash payment provided under the Buyer’s severance plan, policy, practice, or arrangement as may be in effect, (ii) the cash payment provided under any applicable Business Benefit Plan that is a severance plan, policy, practice, or arrangement or any other agreement entitling such employee to severance as in effect as of the date of this Agreement and as set forth in Schedule 9.3(d), and (iii) the cash payment otherwise required to be provided pursuant to local law, in the case of each of clauses (i) and (ii), taking into account such employee’s aggregate

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, Except as otherwise provided in this Section 8.5 or as otherwise required by applicable as of periods of service with the Seller Law 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 pursuant to the period in 2013 following the Closing DateTransition Services Agreement, 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 shall cease to participate in or accrue further benefits under the Seller 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 its Affiliates through vested as of the Closing Date, as credited by the Seller or its Affiliates through the Closing Local Transfer Date under the Business Benefit PlansPlans 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 purposes 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 determiningeach New Buyer Employee that is no less favorable than the plan, as applicableprogram or practice in effect immediately prior to the Local Transfer Date with respect to such New Buyer Employee. All Buyer Plans (including, for the eligibility 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 for participation in with PKI 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 eligibility and vesting and level of benefits levels to the same extent such service was recognized under the vacation/paid time off and severance similar plans of Buyer and maintained by PKI or its Affiliates based on immediately prior to the Closing Date or as otherwise required by applicable Law, provided that such prior service. (c) The Buyer credit 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 not be required to the extent such New Buyer Employees are currently covered under a health plan it would result in the duplication of benefits for 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 same period 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 service. For purposes of satisfying applicable deductiblethis Agreement, coa “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-insurance and maximum outbased incentives or other forms of incentive compensation or post-of-pocket expenses retirement compensation, in each case, for the benefit of employees, directors, consultants or any like or similar expenses or costs. (d) If independent contractors of the Buyer or its Affiliates terminates the employment of a Transitional New Buyer Employee, a Non-Transitional in which any New Buyer Employee or a Specified Employee at any time after the Closing Date and on or prior becomes eligible to the Severance Outside Date without cause, the Buyer shall provide such Transitional New Buyer Employee, Non-Transitional New Buyer Employee or Specified Employee, as applicable, that executes and delivers a fully enforceable release of any and all claims against the Buyer and its Affiliates, as well as Seller and its Affiliates as an additional released party, with a cash severance payment in an amount equal to the greatest of (i) the cash payment provided under the Buyer’s severance plan, policy, practice, or arrangement as may be in effect, (ii) the cash payment provided under any applicable Business Benefit Plan that is a severance plan, policy, practice, or arrangement or any other agreement entitling such employee to severance as in effect as of the date of this Agreement and as set forth in Schedule 9.3(d), and (iii) the cash payment otherwise required to be provided pursuant to local law, in the case of each of clauses (i) and (ii), taking into account such employee’s aggregateparticipate.

Compensation; Employee Benefits; Severance Plans. (a) The Seller and Except as otherwise provided in this Section 9.5, otherwise agreed to in the Transition Services Agreement, or as otherwise required by applicable Law, the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans sponsored by PKI or 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 Business Benefit Plans sponsored by the 2013 annual incentive award paymentsBusiness Subsidiaries or, to the extent required by Law, PKI Opto Germany) payable with respect immediately prior to the Closing Date; provided, however, that Remaining Seller Employees shall cease to participate in or accrue further benefits under the Business Employees, applicable as of periods of service with the Seller or the Canadian Subsidiary, as the case may be, as of Benefit Plans after the Closing Date. The Beginning on the Closing Date, Buyer will assumeshall, bear, and discharge all liabilities with respect to commissions and 2013 annual incentive award payments that are accrued but unpaid as of for the period ending twelve (12) months after the Closing Date or thatsuch later date as required by applicable Law, provide each New Buyer Employee with respect total cash compensation (including base salary and bonus opportunity), and employee benefit plans, agreements, programs, policies and arrangements that are no less favorable in the aggregate than each New Buyer Employee’s total 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 period Closing Date (“Buyer Plans”). Notwithstanding anything to the contrary in 2013 following this Agreement, beginning on the Closing Date, will continue to accrueBuyer shall, other than any commission payments due to be paid by for the Seller or its Affiliates on or before period ending twelve (12) months after the Closing Date. , maintain (bor cause its Subsidiaries to maintain) The a severance pay plan, program or practice for the benefit of each New Buyer will take into account periods of service of 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 the Seller individual severance arrangements. All Buyer Plans and its Affiliates through the Closing DateBuyer severance pay plans, as programs or practices shall recognize all credited by the Seller or its Affiliates through the Closing Date under the Business Benefit Plans, for purposes of determining, as applicable, the eligibility service of New Buyer Employees for participation in with PKI and vesting under its Subsidiaries (but not for benefit accrual) the employee benefit plans offered by the Buyer or any of its Affiliates or, to the New Buyer Employeesextent previously recognized by PKI under its plans, including vacation plans programs or arrangements, 401(kany predecessor employer) or other retirement savings plans and any severance or welfare plans, and the New Buyer Employee shall receive service credit for purposes of eligibility and vesting and level 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 same 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 service was recognized 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 satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses or any like or similar expenses or costs. (d) If the Buyer maintained by PKI or its Affiliates terminates the employment of a Transitional New Buyer Employee, a Non-Transitional New Buyer Employee or a Specified Employee at any time after the Closing Date and on or Subsidiaries immediately prior to the Severance Outside Date without cause, Closing Date. With regard to PKI Germany Opto Acquired Employees the Buyer shall provide such Transitional New Buyer Employee, Non-Transitional New Buyer Employee or Specified Employee, as applicable, that executes and delivers a fully enforceable release of any and all claims against the Buyer and its Affiliates, as well as Seller and its Affiliates as an additional released party, with a cash severance payment in an amount equal to the greatest of (i) the cash payment provided under the Buyer’s severance plan, policy, practice, or arrangement as may be in effect, (ii) the cash payment provided under any applicable Business Benefit Plan that is a severance plan, policy, practice, or arrangement or any other agreement entitling such employee to severance as in effect as of the date of this Agreement and as special regulations set forth in Schedule 9.3(d), and (iiiSection 9.5(k) the cash payment otherwise required to be provided pursuant to local law, in the case of each of clauses (i) and (ii), taking into account such employee’s aggregateshall apply

Compensation; Employee Benefits; Severance Plans. Except where otherwise provided by applicable Laws, (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 from the 2013 annual incentive award payments) payable with respect to Seller Business Employees, applicable as of periods of service with Closing Date until the Seller or the Canadian Subsidiary, as the case may be, as first anniversary of the Closing Date. The , Buyer will assumeshall, 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 shall cause one of its Affiliates to provide each Business Employee with base salary or base wages no less favorable in the New Buyer Employees, including vacation plans aggregate than such Business Employee’s base salary 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 base wages immediately 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 satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses or any like or similar expenses or costs. (d) If the Buyer or its Affiliates terminates the employment of a Transitional New Buyer Employee, a Non-Transitional New Buyer Employee or a Specified Employee at any time after the Closing Date and on (b) from the Closing Date until December 31, 2014, Buyer shall, or shall cause one of its Affiliates to, provide the Business Employees with a target annual bonus opportunity (expressed as a percentage of base salary or base compensation) and employee benefit plans, programs and arrangements that are no less favorable in the aggregate than those provided to the Business Employees immediately prior to the Severance Outside Closing Date without causeand set forth on Section 2.17(a) of the Sellers’ Disclosure Schedule, except that any defined benefit pension, equity, equity-based, transaction bonus or retention employee benefit plans shall be disregarded for this purpose. For the avoidance of doubt, this Section 9.3 shall require Buyer shall provide such Transitional New Buyer Employeeto maintain, Non-Transitional New Buyer Employee or Specified Employee, as applicable, that executes and delivers a fully enforceable release of any and all claims against the Buyer and its Affiliates, as well as Seller and cause its Affiliates as an additional released partyto maintain, with from the Closing Date until December 31, 2014, a cash severance payment pay plan, program or practice for the benefit of each Business Employee that is no less favorable than the plan, program or practice in an amount equal effect immediately prior to the greatest of (i) Closing Date with respect to each such Business Employee. To the cash payment provided under extent that the Buyer’s severance plan, policy, practice, or arrangement as may be in effect, (ii) the cash payment provided under any applicable Business Benefit Plan that is a severance plan, policy, practice, or arrangement or any other agreement entitling such employee to severance as in effect as terms of the date of this Agreement and as Collective Bargaining Agreements provide requirements or benefits that differ from those set forth in Schedule 9.3(d)this Section 9.3, such terms shall govern in lieu of this Section 9.3. In cases where benefit plans or benefit coverages provided to Business Employees covered by the Collective Bargaining Agreements are maintained under Employee Benefit Plans, Buyer will bargain and (iii) negotiate in good faith and use its commercially reasonable efforts to enter into agreements with the cash payment labor union representing such Business Employees to substitute the benefit plans or benefit coverages provided by the U.S. Seller under the Collective Bargaining Agreements with benefit plans or coverages of Buyer and that otherwise required to be provided pursuant to local law, in comply with the case of each of clauses (i) and (ii), taking into account such employee’s aggregateapplicable Collective Bargaining Agreements.

Compensation; Employee Benefits; Severance Plans. (a) The Seller From the Closing Date through December 31, 2013 and its Affiliates will retainexcept as set forth on Schedule 6.4 hereto, bear the Buyer shall provide each New Buyer Employee with (i) equivalent base pay and discharge all liabilities for any accrued 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, 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, bearseverance), and discharge all liabilities with respect to commissions other terms and 2013 annual incentive award payments that are accrued but unpaid as conditions of employment no less favorable in the Closing Date or that, with respect to the period in 2013 following the Closing Date, will continue to accrue, other aggregate than any commission payments due to be paid those being provided by the Seller or Buyer to its Affiliates on or before the Closing Datesimilarly situated employees. (b) The Buyer will take into account prior periods of service of the New Buyer Employees with the Seller and its Affiliates through the Closing Dateservice, as credited by the Seller or its Affiliates through the Closing Date under the Business Benefit PlansSeller, for purposes of determining, as applicable, the eligibility of New Buyer Employees for participation in and vesting under (but not for benefit accrual) the of any employee under all employee benefit plans offered by the Buyer or any of its Affiliates to the New Buyer Employees, including vacation or paid time off 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 and welfare coverage of New Buyer Employees due to pre-existing conditions and/or and/or, waiting periods, active employment requirements, and requirements to show evidence of good health under the applicable health and welfare plan of the Buyer or any of its Affiliates to the extent such New Buyer Employees are currently covered under a health and welfare benefit 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 and (including ii) use commercially reasonable efforts to credit each New Buyer Employee with all deductible payments, co-payments and co-insurance paid by such employee under the Canadian Subsidiary) medical employee benefit plan of the Seller or any of its Affiliates prior to the Closing Date during the portion of the calendar year in which the Closing Date occurs for purposes the purpose of satisfying applicable deductible, co-insurance determining the extent to which any such employee has satisfied his or her deductible and maximum whether he or she has reached the out-of-pocket expenses maximum under any medical plan of the Buyer or any like of its Affiliates for such year, to the extent such types of costs would normally be credited toward the satisfaction of deductibles and out of pocket maximums under the terms of Buyer's plan, with such crediting being conditioned on the receipt of sufficient information from the Seller or similar expenses its Affiliates (or coststheir associated benefit plan) with respect to such amounts. The Seller will pay whatever accrued vacation or PTO balances are due under applicable law or the Seller's policies with respect to all Seller Business Employees who cease to be employed by the Seller at the Closing Date. (c) In the event of termination of the employment of any New Buyer Employee by the Buyer on or before March 31, 2014 (including by reason of Constructive Termination) and except as set forth on Schedule 6.4 hereto, the Buyer shall provide the New Buyer Employee with severance pay and benefits that is no less favorable than the severance pay and benefits that the Seller provides to its similarly situated employees under the formula for severance pay and benefits in place at the Seller immediately before the Closing Date. In addition, New Buyer Employees who remain employed on March 31, 2014 shall receive retention payments to be communicated to them by the Buyer in their offer letters or in documents accompanying such letters. The Buyer's severance plans and arrangements will govern any terminations from and after April 1, 2014. (d) If The Buyer agrees to indemnify the Seller and its Affiliates and defend and hold the Seller and its respective Affiliates harmless, from and against any and all Damages arising out of any claims by or in respect of any New Business Employee (or any heir, beneficiary, executor, administrator or Representative of any New Business Employee or any Person claiming through any New Business Employee) with respect to any Assumed Liabilities in respect of any such New Business Employee, except that the Seller agrees to indemnify the Buyer and its Affiliates and defend and hold each of the Buyer and its Affiliates harmless, from and against any and all Damages arising out of any claims, whether made prior to, on or after the Closing Date, with respect to the employment by Seller or its Affiliates terminates of any Seller Business Employee and with respect to any of the Business Benefit Plans of the Seller or any of its Affiliates. (e) Nothing in this Agreement shall be construed to grant any employee any right to continued employment of a Transitional New Buyer Employee, a Non-Transitional New Buyer Employee or a Specified Employee at any time after the Closing Date and on or prior be construed to the Severance Outside Date without causemodify, the Buyer amend or establish any benefit plan, program or arrangement. No provision of this Agreement shall provide such Transitional create any third party beneficiary rights in any New Buyer Employee, Non-Transitional New Buyer Business Employee or Specified Employee, as applicable, that executes and delivers a fully enforceable release former Seller Business Employee in respect of any and all claims against the Buyer and its Affiliates, as well as Seller and its Affiliates as an additional released party, with a cash severance payment in an amount equal to the greatest of continued employment (ior resumed employment) the cash payment provided under the Buyer’s severance plan, policy, practice, or arrangement as may be in effect, (ii) the cash payment provided under any applicable Business Benefit Plan that is a severance plan, policy, practice, or arrangement or any other agreement entitling such employee to severance as in effect as matter nor amend the terms of the date of this Agreement and as set forth in Schedule 9.3(d), and (iii) the cash payment otherwise required to be provided pursuant to local law, in the case of each of clauses (i) and (ii), taking into account such employee’s aggregateany benefit plan.