Common use of Compensation; Employee Benefits Clause in Contracts

Compensation; Employee Benefits. 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 Date. Beginning on the Closing Date, Buyer shall, for the period ending twelve (12) months after the Closing Date, provide each New Buyer Employee with total cash compensation (including 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, Buyer shall also, for the period ending twelve (12) months after the Closing Date, maintain (or cause its subsidiaries to maintain) employee benefit plans, agreements and arrangements and customary programs and policies for the benefit of each New Buyer Employee that are no less favorable in the aggregate than the Business Benefit Plans in effect immediately prior to the Closing Date with respect to employees of Buyer ( “Buyer Plans”) notwithstanding a longer validity term of certain policies such as the Sociaal Plan vor het personeel van Argus Imaging B.V. te Heerlen of 2014 that remains in effect until its expiry. 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 (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 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 PKI 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 PKI or its subsidiaries immediately prior to the Closing Date, provided that the foregoing shall not apply to the extent it would result in a duplication of benefits for the same period of service.

Compensation; Employee Benefits. 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 (other than the Acquired Benefit Plans) immediately prior to the Closing DateClosing. Beginning on the Closing DateExcept as otherwise set forth in an offer letter contemplated by Section 9.3(a), Buyer shall, for the period ending twelve (12) months after the Closing Date, provide each New Buyer Employee with total cash compensation (including 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 beginning on the Closing Date, Buyer shall also, for the period ending twelve (12) months after the Closing Date, maintain (or cause its subsidiaries Affiliates to maintain) employee benefit plans, agreements agreements, programs, policies and arrangements and customary programs and policies for the benefit of each New Buyer Employee (“Buyer Plans”) that are no less favorable substantially similar in the aggregate than to the Business Employee Benefit Plans in effect immediately prior to the Closing Date with respect to employees of Buyer ( “Buyer Plans”) notwithstanding a longer validity term of certain policies such as the Sociaal Plan vor het personeel van Argus Imaging B.V. te Heerlen of 2014 that remains in effect until its expiry. 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 (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 such New Buyer EmployeeEmployees. All Buyer Plans and Buyer severance pay plans, programs or practices practices, to the extent permitted by applicable law, shall recognize all credited service of New Buyer Employees with PKI Seller and its subsidiaries Subsidiaries (and their predecessors, to the extent such service is credited by Seller or a Subsidiary) 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 PKI Seller or its subsidiaries Subsidiaries immediately prior to the Closing Date, provided that the foregoing shall not apply to the extent it except as would result in a duplication of benefits. To the extent permitted by applicable law, such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations. To the extent permitted by applicable law, each Buyer Plan shall waive pre-existing condition limitations to the same extent waived or no longer applicable under the applicable benefit plan of Seller or its Subsidiaries. To the extent permitted by applicable law, each New Buyer Employee shall be given credit under the applicable Buyer Plan for amounts paid under a corresponding Business Benefit Plan during the plan year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums. Without limiting the generality of the foregoing, Buyer shall maintain in effect for the twelve month period following the Closing a severance plan covering New Buyer Employees, which plan shall provide for severance payments and benefits to each New Buyer Employee who is terminated without cause by Buyer or an Affiliate during such period that are no less favorable than the severance payments and benefits to which the New Buyer Employee would have been entitled under the applicable plan of Seller, each of which is set forth on Section 2.14(a) of the Disclosure Schedule, upon a termination of employment by Seller or its Subsidiaries, as applicable, without cause immediately prior to the Closing; provided, however that Buyer may, in its sole discretion, not (i) provide separation pay and benefits to New Buyer Employees who are full-time employees as of the Closing and who choose, other than at the request of Buyer, to become regular, part-time U.S. employees following the Closing and (ii) provide separation pay and benefits for any New Buyer Employee at Grade Xxxxx 00 who has not achieved thirteen (13) years of service prior the same period Closing at a level greater than twenty-six (26) weeks of servicesuch New Buyer Employee’s base salary and benefits.

Compensation; Employee Benefits. (i) Except as otherwise provided in this Section 9.5 10.6(c)(i) of the Disclosure Schedule or the Transition Services Agreement, or as otherwise required by applicable lawLaw or the terms of the applicable AS&O Business Benefit Plan, the AS&O Business Employees shall cease to participate active participation in or accrue accruing further benefits under the AS&O Business Benefit Plans (other than the Acquired Company Benefit Plans) immediately prior to the Closing Date. Beginning on Closing; provided, however, notwithstanding the Closing Dateforegoing, Buyer shallshall cause the Acquired Companies to maintain all Acquired Company Benefit Plans and any New Buyer Employee of an Acquired Company shall continue to participate in, for the period ending twelve (12) months and accrue further benefits under, any applicable Acquired Company Benefit Plan after the Closing Date, provide in each case, in accordance with the terms of the applicable Acquired Company Benefit Plan and applicable Law. With respect to each New Buyer Employee with total cash compensation (including base salary and bonus opportunity) that who 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 Datenot covered by a collective bargaining agreement or works council agreement, Buyer shall also, for the period ending twelve (12) months after the Closing Date, maintain (or cause its subsidiaries to maintain) employee benefit plans, agreements and arrangements and customary programs and policies for the benefit of each but excluding any New Buyer Employee that are no less favorable in the aggregate than the Business Benefit Plans in effect immediately prior to the Closing Date who at any time enters into a written employment agreement with respect to employees Buyer or one of Buyer ( “Buyer Plans”) notwithstanding a longer validity term of certain policies such as the Sociaal Plan vor het personeel van Argus Imaging B.V. te Heerlen of 2014 that remains in effect until its expiry. Notwithstanding anything to the contrary in this AgreementAffiliates, beginning on the Closing Date, Buyer shall, for the period ending twelve (12) months after the Closing DateDate (or, maintain (if earlier, the date of such New Buyer Employee’s termination of employment), cause an Acquired Company or cause its subsidiaries another Affiliate of Buyer to maintain) a severance pay plan, program or practice for the benefit of provide each New Buyer Employee with total cash compensation (including base salary and cash bonus opportunity) that is no less favorable in the aggregate 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 PKI 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 PKI or its subsidiaries ’s total cash compensation opportunity immediately prior to the Closing Date, provided that . The total cash compensation of any New Buyer Employee who is covered by a collective bargaining agreement or works council agreement will be governed by the foregoing shall not apply to terms of the extent it would result in a duplication of benefits for the same period of serviceapplicable collective bargaining or works council agreement.