Common use of Continuation of Company Plans Clause in Contracts

Continuation of Company Plans. As of the Effective Time, Parent shall (and Parent shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) employ the employees of the Company and its Subsidiaries who are employed as of immediately prior to the Effective Time. Except as otherwise required by Applicable Law, for a period of one (1) year following the Effective Time (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent shall (and Parent shall cause its Subsidiaries to) either (i) maintain for the benefit of each Continuing Employee the Employee Plans (other than equity based benefits) as of immediately prior to the date of this Agreement (other than equity-based plans) (together, the “Company Plans”) at benefit levels that are no less than those in effect at the Company or its Subsidiaries on the date of this Agreement under such Employee Plans immediately prior to the Effective Time, and provide compensation and benefits to each Continuing Employee under such Company Plans, or (ii) provide compensation and employee benefits (other than equity based benefits) to each Continuing Employee that, taken as a whole, are no less favorable in the aggregate to such Continuing Employee than the compensation and employee benefits (other than equity based benefits) provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each Continuing Employee receives compensation and employee benefits (other than equity based benefits) that, taken as a whole, are no less favorable in the aggregate to each Continuing Employee than the compensation and employee benefits (other than equity based benefits) provided to such Continuing Employee under the Employee Plans immediately prior to the Effective Time.

Continuation of Company Plans. As of the Effective Time, Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) continue to employ the employees of the Company and its Subsidiaries who are employed as of immediately prior to the Effective Time. Except as otherwise required by Applicable Law, for For a period of one (1) year following the Effective Time (or, if earlierTime, the date of termination of employment of the relevant Continuing Employee), Parent Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries the Surviving Corporation to) either (i) maintain for the benefit of each Continuing Employee the Employee Plans (and any other than equity based benefits) as employee benefit plans or other compensation and severance arrangements of immediately prior to the date Surviving Corporation or any of this Agreement (other than equity-based plans) its Subsidiaries (together, the “Company Plans”” but excluding equity based benefits and individual employment agreements) at benefit levels that are no less than those in effect at the Company or its Subsidiaries on the date of this Agreement under such Employee Plans immediately prior to the Effective TimeAgreement, and provide compensation and benefits to each Continuing Employee under such Company Plans, or (ii) provide compensation compensation, benefits and employee benefits severance payments (other than equity based benefits) to each Continuing Employee that, taken as a whole, are no less favorable in the aggregate to such Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefits) provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each Continuing Employee receives compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits ) that, taken as a whole, are no less favorable in the aggregate to each Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits ) provided to such Continuing Employee under the Employee Plans immediately prior to the Effective Time. For a period of one (1) year following the Effective Time, the Surviving Corporation will (and Newco will cause the Surviving Corporation to) provide severance benefits to eligible employees in accordance with the Company’s severance plans, guidelines and practices as in effect on the date of this Agreement and that have been made available to Newco prior to the Closing.

Continuation of Company Plans. As of the Effective Time, Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) continue to employ the employees of the Company and its Subsidiaries who are employed as of immediately prior to the Effective Time. Except as otherwise required by Applicable Law, for For a period of one (1) year following the Effective Time (or, if earlierTime, the date of termination of employment of the relevant Continuing Employee), Parent Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries the Surviving Corporation to) either (i) maintain for the benefit of each Continuing Employee the Employee Plans (and any other than equity based benefits) as employee benefit plans or other compensation and severance arrangements of immediately prior to the date Surviving Corporation or any of this Agreement (other than equity-based plans) its Subsidiaries (together, the “Company Plans”” but excluding equity based benefits, benefits related to a change in control, retention benefits and individual employment agreements) at benefit levels that are no less than substantially comparable in the aggregate to those in effect at the Company or its Subsidiaries on provided as of the date of this Agreement under such Employee Plans immediately prior to the Effective TimeAgreement, and provide compensation and benefits to each Continuing Employee under such Company Plans, or (ii) provide compensation base salary and employee benefits (other than equity based benefits) to each Continuing Employee annual cash bonus or commission opportunities that, taken as a whole, are no less favorable in the aggregate to such Continuing Employee than the compensation base salary, annual cash bonus and employee benefits (other than equity based benefits) commission opportunities provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each Continuing Employee receives compensation compensation, benefits and employee benefits severance payments (other than equity based benefits, benefits-related to a change in control, retention benefits and individual employment agreements) that, taken as a whole, are no less favorable in the aggregate to each Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefits, benefits related to a change in control, retention benefits and individual employment agreements) provided to such Continuing Employee under the Employee Plans immediately prior to the Effective Time. In each case, target annual cash compensation shall not be decreased for a period of one (1) year following the Effective Time for any Continuing Employee employed for that period. For a period of one (1) year following the Effective Time, the Surviving Corporation will (and Newco will cause the Surviving Corporation to) provide severance benefits to eligible employees in accordance with the Company’s severance plans, guidelines and practices as in effect on the date of this Agreement and that have been disclosed in Section 7.12(c) of the Company Disclosure Letter.

Continuation of Company Plans. As of the Effective Time, Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) employ the employees of the Company and its Subsidiaries who are employed as of immediately prior to the Effective Time. Except as otherwise required by Applicable Law, for For a period of one (1) year following the Effective Time (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries the Surviving Corporation to) either (i) maintain for the benefit of each Continuing Employee the Employee Plans (other than equity based benefitsbenefits and individual employment agreements not providing for severance) as and any other employee benefit plans or other compensation and severance arrangements of immediately prior to the date Surviving Corporation or any of this Agreement its Subsidiaries (other than equity-based plansplans and individual employment agreements not providing for severance) (together, the “Company Plans”) at benefit levels that are no less than those in effect at the Company or its Subsidiaries on the date of this Agreement under such Employee Plans immediately prior to the Effective TimeAgreement, and provide compensation and benefits to each Continuing Employee under such Company Plans, or (ii) provide compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) to each Continuing Employee that, taken as a whole, are no less favorable in the aggregate to such Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each Continuing Employee receives compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) that, taken as a whole, are no less favorable in the aggregate to each Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) provided to such Continuing Employee under the Employee Plans immediately prior to the Effective Time.

Continuation of Company Plans. As of the Effective Time, Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) employ the employees of the Company and its Subsidiaries who are employed as of immediately prior to the Effective Time. Except as otherwise required by Applicable Law, for For a period of one (1) year following the Effective Time (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries the Surviving Corporation to) either (i) maintain for the benefit of each Continuing Employee the Employee Plans (other than equity based benefitsbenefits and individual employment agreements not providing for severance) as and any other employee benefit plans or other compensation and severance arrangements of immediately prior to the date Surviving Corporation or any of this Agreement its Subsidiaries (other than equity-based plansplans and individual employment agreements not providing for severance) (together, the “Company Plans”) at benefit levels that are no less than those in effect at the Company or its Subsidiaries on the date of this Agreement under such Employee Plans immediately prior to the Effective TimeAgreement, and provide compensation and benefits to each Continuing Employee under such Company Plans, or (ii) provide compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) to each Continuing Employee that, taken as a whole, are no less favorable in the aggregate to such Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each Continuing Employee receives compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) that, taken as a whole, are no less favorable in the aggregate to each Continuing Employee than the compensation compensation, benefits and employee benefits severance payments (other than equity based benefitsbenefits and individual employment agreements not providing for severance) provided to such Continuing Employee under the Employee Plans immediately prior to the Effective Time. In each case, target annual cash compensation (including, for the avoidance of doubt, the target value of cash compensation that is payable based on achievement against Company performance objectives) shall not be decreased for a period of one (1) year following the Effective Time for any Continuing Employee employed during that period. For a period of one (1) year following the Effective Time, the Surviving Corporation will (and Newco will cause the Surviving Corporation to) provide severance benefits to eligible employees in accordance with the Company’s severance plans, guidelines and practices as in effect on the date of this Agreement and that have been made available to Newco prior to the Closing and are set forth on Schedule 7.12(c) attached hereto.

Continuation of Company Plans. As of the Effective Time, Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) employ the employees of the Company and its Subsidiaries who are employed as of immediately prior to the Effective Time. Except as otherwise required by Applicable Law, for For a period of one (1) year following the Effective Time (or, if earlier, the date of termination of employment of the relevant Continuing Employee), Parent the Surviving Corporation shall (and Parent Newco shall cause its Subsidiaries the Surviving Corporation to) either (i) maintain for the benefit of each Continuing Employee the Employee Plans (other than equity based benefitsbenefits and individual employment agreements not providing for severance) as and any other employee benefit plans or other compensation (including base salary or wages, short-term incentive bonuses based on a performance period of immediately prior to twelve (12) months or less and commissions, but not including equity based compensation) and severance arrangements of the date Surviving Corporation or any of this Agreement its Subsidiaries (other than equity-based plansplans and individual employment agreements not providing for severance) (together, the “Company Plans”) at benefit levels that are no less than those in effect at the Company or its Subsidiaries on the date of this Agreement under such Employee Plans immediately prior to the Effective TimeAgreement, and provide compensation and benefits to each Continuing Employee under such Company Plans, or (ii) provide compensation and employee benefits (other than equity based benefitsbenefits and individual employment agreements not providing for severance) to each Continuing Employee that, taken as a whole, are no less favorable in the aggregate to such Continuing Employee than the compensation and employee benefits (other than equity based benefitsbenefits and individual employment agreements not providing for severance) provided to such Continuing Employee immediately prior to the Effective Time (“Comparable Plans”), or (iii) provide some combination of (i) and (ii) above such that each Continuing Employee receives compensation and employee benefits (other than equity based benefitsbenefits and individual employment agreements not providing for severance) that, taken as a whole, are no less favorable in the aggregate to each Continuing Employee than the compensation and employee benefits (other than equity based benefitsbenefits and individual employment agreements not providing for severance) provided to such Continuing Employee immediately prior to the Effective Time. The Surviving Corporation shall (and Newco shall cause the Surviving Corporation to) provide each Continuing Employee who incurs a termination of employment during the one (1)-year period immediately following the Effective Time with severance benefits that are no less favorable than the severance benefits to which such employee would have been entitled with respect to such termination under the Employee Plans severance policies or arrangements of the Company and its Subsidiaries and employment agreements covering Continuing Employees as in effect immediately prior to the Effective Time.