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

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, 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. Except as where otherwise provided in this Section 8.5 or as otherwise required by applicable Law or pursuant to Laws, (a) from the Transition Services Agreement, Closing Date until 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 first anniversary 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 Closing Date, Buyer shall, or shall cause one of its Affiliates to provide each Business Employee with base salary or base wages no less favorable in the aggregate than such Business Employee’s base salary or base wages immediately prior to the Closing Date and (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 Closing Date and 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 period ending twelve months after the Local Transfer Dateavoidance of doubt, maintain (this Section 9.3 shall require Buyer to maintain, or cause its subsidiaries Affiliates to maintain) , from the Closing Date until December 31, 2014, a severance pay plan, program or practice for the benefit of each New Buyer Business Employee that is no less favorable than the plan, program or practice in effect immediately prior to the Local Transfer Closing Date with respect to each such New Buyer Business Employee. All Buyer Plans (includingTo the extent that the terms of the Collective Bargaining Agreements provide 50 requirements or benefits that differ from those set forth in this Section 9.3, for 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 avoidance of doubtCollective Bargaining Agreements are maintained under Employee Benefit Plans, Buyer severance pay plans, programs or practices or any other arrangement required will bargain and negotiate in good faith and use its commercially reasonable efforts to be maintained pursuant enter into agreements with the labor union representing such Business Employees to this Section 8.5 but excluding defined substitute the benefit plans to or benefit coverages provided by the extent permitted U.S. Seller under the Collective Bargaining Agreements with benefit plans or coverages of Buyer and that otherwise comply with the 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, 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 participateCollective Bargaining Agreements.

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 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, 119 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. Except as otherwise provided in this Section 8.5 9.4 or as otherwise required by applicable Law or pursuant to the Transition Services Agreementlaw, the New Buyer Business Employees shall cease to participate in or accrue further benefits under the Employee Parent 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 immediately prior 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)Closing. Notwithstanding anything to the contrary in this Agreement or as otherwise required by applicable Law, beginning Beginning on the Local Transfer first day after the Closing Date, Buyer shall, for the period ending twelve (12) months after the Local Transfer Closing Date, provide each New Buyer Employee with (i) a base salary and bonus opportunity 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 are materially no less favorable in the aggregate than such Buyer Plans under which applicable similarly situated employees of Buyer participate. Notwithstanding anything to the contrary in this Agreement, beginning on the first day after 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 similar to the plan, program or practice in effect immediately prior to the Local Transfer Closing Date with respect to such New Buyer Employeeapplicable similarly situated employees of Buyer. All Buyer Plans (includingPlans, for the avoidance of doubtvacation or paid time off accrual rates, and 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 recognize all credited service of New Buyer Employees with PKI Parent 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 PKI Parent or its Affiliates subsidiaries immediately prior to the Closing Date or as otherwise required by applicable LawDate, provided except that such credit the foregoing shall not be required apply with respect to any accrual of benefits or otherwise to the extent it would result in the duplication calculation of any accrued benefits for the same period of service. For purposes of this Agreement, a “Buyer Plan” means under any employee pension defined benefit plan, . Nothing in this Agreement shall be construed to provide for Buyer’s express or implied assumption of any employee welfare benefit plan, and, collective bargaining or works council agreement or other labor contract of any other written kind relating to the representation of any employees of Parent or oral plan, agreement, program, policy or arrangement involving direct or indirect compensation or benefitsits subsidiaries, including insurance coveragebut not limited to the Acquired Companies or Business Subsidiaries, severance benefits, disability benefits, deferred compensation, bonuses, equity by any union 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 participatelabor organization.