Continuation and Comparability of Benefits. Following the Effective Time, Newco shall honor, and cause the Surviving Corporation to honor, all Monsanto Employee Benefit Plans and PNU Employee Benefit Plans and the related funding arrangements of each in accordance with their respective terms and shall interpret such Monsanto Employee Benefit Plans and PNU Employee Benefit Plans in accordance with the past practice of Monsanto or PNU, as the case may be. From the Effective Time until December 31, 2001, Newco and the Surviving Corporation do not intend to reduce base salary, annual bonus opportunities or long-term incentive opportunities for employees of PNU, Monsanto and their respective Subsidiaries, except as otherwise determined by the Board of Directors or Compensation Committee of Newco. From the Effective Time until December 31, 2001, Newco and the Surviving Corporation shall provide employee benefits under employee benefit plans to the employees and former employees of PNU and Monsanto and their respective Subsidiaries (the "Newco Employees") that are in the aggregate no less favorable than those provided to such persons pursuant to the employee benefit plans of each of Monsanto and PNU in effect on the date hereof (excluding equity and equity-based compensation). Without limiting the generality of the foregoing, Newco shall provide severance pay and benefits to Newco Employees whose employment terminates on or before December 31, 2001 in accordance with the following: (i) with respect to such Newco Employees who are employed by Monsanto or any of its Subsidiaries immediately before the Effective Time, not less favorable than those provided under the applicable Monsanto Employee Benefit Plans; and (ii) with respect to such Newco Employees who are employed by PNU or any of its Subsidiaries immediately before the Effective Time, not less favorable than those provided under the applicable PNU Employee Benefit Plans, in each case as interpreted in accordance with past practice of Monsanto and PNU, respectively. Nothing herein shall prohibit any changes to the Monsanto Employee Benefit Plans and PNU Employee Benefit Plans that may be (i) required by law (including, without limitation, any applicable qualification requirements of Section 401(a) of the Code), (ii) necessary as a technical matter to reflect the transactions contemplated hereby or (iii) required for Newco to provide for or permit investment in its securities. Furthermore, nothing herein shall require Newco to continue any particular Mo...
Continuation and Comparability of Benefits. Subject to the Employee Matters Agreement, from and after the Effective Time, the employee benefit plans established or assumed by Washington pursuant to the Employee Matters Agreement and the Alpha Plans in effect as of the date of this Agreement and at the Effective Time shall remain in effect with respect to Washington Participants (as defined in the Employee Matters Agreement) and employees and former employees of Alpha and its Subsidiaries (collectively, the "Combined Company Employees"), covered by such plans at the Effective Time, until such time as the Combined Company shall otherwise determine, subject to Applicable Laws and the terms of such plans. Prior to the Effective Time, or as soon as reasonably practicable thereafter, Conexant and Alpha shall cooperate in reviewing, evaluating and analyzing the Washington Plans and the Alpha Plans with a view towards developing appropriate new benefit plans for Combined Company Employees. It is the intention of Conexant and Alpha, to the extent permitted by Applicable Laws, to develop new benefit plans prior to the Effective Time or as soon as reasonably practicable after the Effective Time which, among other things, (i) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities and (ii) do not discriminate between Combined Company Employees who were covered by Washington Plans, on the one hand, and those covered by Alpha Plans, on the other, at the Effective Time. Nothing in this Section 7.6 shall be interpreted as preventing the Combined Company from amending, modifying or terminating any employee benefit plans established or assumed by Washington pursuant to the Employee Matters Agreement or any Alpha Plan or other contract, arrangement, commitment or understanding, in accordance with its terms and Applicable Laws.
Continuation and Comparability of Benefits. From the Effective Time until December 31, 2000, the Surviving Corporation shall provide compensation and employee benefits under the Plans (as defined in Section 3.2(r)) to the employees of Agouron and its Subsidiaries employed as of the Effective Time (except the employees entering into employment agreements and listed on Exhibit 5.6(a)) (the "Agouron Employees") that are in the aggregate no less favorable than those provided to such persons pursuant to the Plans in effect on the date hereof; provided, however, that (i) the Agouron Stock Purchase Plan shall be terminated as soon as practicable after the Effective Time and shall not be considered in determining aggregate favorability under this clause (a), (ii) the Surviving Corporation shall cause the Agouron 401(k) plan to be amended, effective as of the Effective Time (unless prohibited as a tax-qualification matter) to provide for an additional matching company contribution on behalf of eligible participants determined as follows:
Continuation and Comparability of Benefits. From the Effective Time until December 31, 1999, Newco shall provide compensation and employee benefits under Benefit Plans (as defined in Section 8.11) to the employees and former employees of AHP and Monsanto and their respective Subsidiaries (the "Newco Employees") that are in the aggregate no less favorable than those provided to such persons pursuant to the Benefit Plans in effect on the date hereof. Without limiting the generality of the foregoing, Newco shall continue through December 31, 1999 the Monsanto Separation Plan (effective January 1, 1998) in effect for Newco Employees who are employed by Monsanto or any of its Subsidiaries as of the Effective Time, and, to the extent AHP adopts a severance plan (as provided for in Section 4.1(i) of the AHP Disclosure Schedule), for those Newco Employees who are employed by AHP or any of its Subsidiaries as of the Effective Time, any such AHP severance plan, in each case without any amendment adverse to such Newco Employees, other than as required by law. Nothing herein shall prohibit any changes to the Benefit Plans that may be (i) required by law (including, without limitation, any applicable qualification requirements of Section 401(a) of the Code), (ii) necessary as a technical matter to reflect the transactions contemplated hereby or (iii) required for Newco to provide or permit investment in its securities. Furthermore, nothing herein shall require Newco to continue any particular Benefit Plan or prevent the amendment or termination thereof (subject to the maintenance, in the aggregate, of the benefits as provided in the preceding sentence).
Continuation and Comparability of Benefits. From and after the Effective Time, the CCA Plans and the StorCOMM Plans in effect at the Effective Time shall remain in effect with respect to employees and former employees of CCA and its Subsidiaries and employees and former employees of StorCOMM and its Subsidiaries covered by such plans at the Effective Time (whether or not such covered employees have then satisfied waiting periods or other preconditions to participation under such plans) (collectively, the “Continuing Employees”), until such time as CCA shall determine, subject to Applicable Laws and the terms of such plans. Prior to the Closing Date, CCA and StorCOMM shall cooperate in reviewing, evaluating and analyzing the CCA Plans and the StorCOMM Plans with a view towards developing appropriate new benefit plans for Continuing Employees. It is the intention of CCA and StorCOMM, to the extent permitted by Applicable Laws, to develop new benefit plans, as soon as reasonably practicable after the Effective Time, which, among other things, (i) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors and (ii) do not discriminate between Continuing Employees who were covered by CCA Plans, on the one hand, and those covered by StorCOMM Plans, on the other, at the Effective Time. Nothing in this Section 5.9 shall be interpreted as preventing CCA or the Surviving Corporation from amending, modifying or terminating any CCA Plan or StorCOMM Plan or other contract, arrangement, commitment or understanding, in accordance with its terms and Applicable Laws.
Continuation and Comparability of Benefits. From and after the Effective Time, the Meritor Plans and the Arvix Xxxns in effect as of the date of this Agreement and at the Effective Time shall remain in effect with respect to employees and former employees of Meritor or Arvix xxx their Subsidiaries (the "Newco Employees"), respectively, covered by such plans at the Effective Time, until such time as the Combined Company shall otherwise determine, subject to
Continuation and Comparability of Benefits. Except to the extent the parties mutually agree, from the Effective Time until December 31, 2004, the Surviving Corporation shall provide compensation and employee benefits to the employees of Target and its Subsidiaries (other than those employees whose terms and conditions of employment are subject to a collective bargaining agreement) employed as of the Effective Time that are in the aggregate no less favorable than those provided to Purchaser's employees generally.
Continuation and Comparability of Benefits. From the Effective Time until the second anniversary thereof (the "Benefits Continuation Period"), except as expressly provided herein, the Surviving Corporation shall provide compensation and Benefits Plans to the current employees of Company and its Subsidiaries that are in the aggregate no less favorable than those provided to the current employees of the Company and its Subsidiaries as of the Effective Date.
Continuation and Comparability of Benefits. Each Plan (as defined in Section 5.03(1)(i)) with respect to which any current or former employee of Bay or any of its Subsidiaries (each, a "Bay Employee") participate immediately prior to the Effective Time shall become the obligations of Nortel and the Surviving Corporation at the Effective Time and, for at least one year thereafter, Nortel shall, or shall cause the Surviving Corporation to: (i) maintain base salaries and (ii) either maintain the Plans (including incentive compensation arrangements) or provide benefits that are comparable, in the aggregate, to the benefits provided to the Bay Employees, considered as a group, under such Plans as in effect immediately prior to the Effective Time. Without limiting the generality of the foregoing, from the Effective Time and for at least one year thereafter, Nortel shall, or shall cause the Surviving Corporation to: (A) continue the Bay Executive Retention and Severance Plan (effective January 26, 1998) ("Severance Plan") as in effect for Bay Employees immediately prior to the Effective Time and (B) assume and honor any obligations of Bay under the Severance Plan and any individual severance or employment agreements by and between Bay or any of its Subsidiaries and any Bay Employees, as such Severance Plan and agreements exist and are in effect as of the Effective Time.
Continuation and Comparability of Benefits. At the Effective Time, LBI and the Surviving Corporation shall honor all USAuto Employee Benefit Plans then in effect, and the related funding arrangements of each, in accordance with their respective terms; PROVIDED that, except as provided in Section 8.5(d), nothing herein shall require LBI and the Surviving Corporation to continue any particular USAuto Employee Benefit Plan for any period of time or prevent the amendment or termination thereof in accordance with its terms.
