Continuation of Compensation and Benefits. In the event that the Company provides notice to Executive under this Section 5.2(A), then for the duration of the Notice Period Executive shall continue to receive the base salary that he/she received immediately prior to the notice of termination and shall continue to be eligible to receive all benefits to which he/she is entitled as an employee of the Company. Executive shall not be entitled to any bonus (either in full or pro rata) otherwise payable after the date on which notice is given, nor except as provided below shall Executive receive any Compensation or be eligible for any benefits after the Termination Date, including but not limited to salary and medical, dental, life and disability benefits. Executive will have the right to elect to continue his/her health and dental insurance after the Termination Date to the extent permitted by COBRA. Except as provided below, any COBRA coverage will be at Executive’s own expense and is not the responsibility of the Company.
Continuation of Compensation and Benefits. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all other compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.
Continuation of Compensation and Benefits. Notwithstanding the ----------------------------------------- more specific provisions set forth in this Section 5.5, Purchaser shall provide or shall cause a Subsidiary to provide, compensation and written benefit plans and arrangements which in the aggregate are comparable (but in no event taking into account any equity-based compensation (including options) and opportunity to invest in securities of CBS under the CBS Stock Plan or the Westinghouse Savings Program, provided that with respect to Business Employees, the match formula under the Westinghouse Savings Program shall be considered when determining comparability) to the compensation and written Benefit Plans (See Schedule 4.1(m)(i)) in effect for Business Employees on the date of this Agreement ("Comparable ---------- Benefits") for a period of not less than one year following the Closing -------- Date (or, in the case of Business Employees who are subject to a collective bargaining agreement, the period required therein) (the "Benefits -------- Maintenance Period"). Comparability for the purpose of determining ------------------ Comparable Benefits shall be assessed in terms of total dollar value (or such other measurement utilized by the consultant) to Business Employees in the aggregate. Notwithstanding the above, with respect to Business Employees who are executives, the Purchaser shall provide long-term incentives which provide benefits generally comparable in value to long- term incentive plans of Sellers. No later than 15 days prior to the Closing Date Purchaser shall either (1) commit to CBS in writing to provide for Business Employees for the Benefit Maintenance Period substantially identical compensation and benefits to that provided by CBS and Affiliates to Business Employees (without regard to the equity-based compensation and the form of long-term incentive benefits) with CBS to consent to the determination of substantially identical benefits, which consent shall not be unreasonably withheld or (2) deliver to CBS a letter from an independent consulting firm reasonably acceptable to CBS stating that the compensation, benefits and benefit arrangements offered by Purchaser to the Business Employees pursuant to this Section are Comparable Benefits.
Continuation of Compensation and Benefits. If Corporation shall attempt to terminate Employee's employment at any time after a change in Control and such termination is in good faith disputed by Employee, Corporation shall continue to pay Employee all of his compensation and benefits provided for in this Agreement until the dispute is finally resolved, either by mutual written agreement or by final judgment, order or decree of a court of competent jurisdiction.
Continuation of Compensation and Benefits. For a period of one year following each Transferred Employee’s Transfer Date, Buyer shall provide to (i) such Transferred Employee a base salary or wage rate that is not less than such Transferred Employee’s base salary or wage rate as in effect immediately prior to the Closing Date, (ii) such Transferred Employee whose employment is terminated without cause by Buyer or any of its Affiliates during such year, payments and benefits in accordance with Buyer’s Severance Plan, Amended and Restated as of May 1, 2009 (taking into account the provisions of Section 9.02(d)), which payments and benefits shall be conditioned on such Transferred Employee’s execution and non-revocation of a release of claims against Buyer, Seller and their respective Affiliates, and (iii) the Transferred Employees, collectively, benefits (other than severance payments and benefits) that are substantially comparable in the aggregate to the benefits (other than severance payments and benefits) provided by Seller and its Affiliates to the Transferred Employees as in effect immediately prior to the Closing Date; provided, however, that Buyer’s provision of benefits to the Transferred Employees that are substantially comparable in the aggregate to the benefits that are made available to similarly situated employees of Buyer or its Subsidiaries (other than the Transferred Entities) shall be deemed to satisfy the foregoing provisions of this Section 9.02(a)(iii) (it being understood that participation in such plans may commence at different times with respect to each such plan and whether or not such Transferred Employee elects to participate in any such plan and that in no event shall any closed or frozen plan of Buyer or its Subsidiaries be taken into account for purposes of determining whether Buyer has satisfied its obligation pursuant to this Section 9.02(a)(iii)). For the avoidance of doubt, the foregoing shall not apply to any incentive or variable incentive compensation arrangements, the provision of which shall be governed by Section 9.02(b) and Section 9.02(c).
Continuation of Compensation and Benefits. For the one-year period immediately following the Effective Time (the “Continuation Period”), Parent shall, and shall cause the Parent Subsidiaries to, provide to each WRECO Employee (i) base salary and bonus and incentive compensation opportunities that are no less favorable than those provided to such WRECO Employee as of immediately prior to the Distribution and (ii) other employee benefits that are substantially comparable in the aggregate to the employee benefits provided to such WRECO Employee as of immediately prior to the Distribution.
Continuation of Compensation and Benefits. Parent will, and will cause its Affiliates to, continue the employment effective immediately after the Closing Date of all Employees of the Company or any Company Subsidiary as of the Closing Date (the “Company Employees”), including each such Employee on medical, disability, family or other leave of absence as of the Closing Date. For a period of one year following the Effective Time (the “Continuation Period”), Parent will, or will cause its Affiliates to, provide each Company Employee with compensation and benefits that are no less favorable in the aggregate than the compensation and benefits, taken as a whole (including equity-based compensation opportunities and severance benefits), provided to such Company Employee as of immediately prior to the Effective Time; except that each such Company Employee’s annual base salary or wage rate will be no less favorable than those provided to such Company Employee as of the Effective Time. Nothing in this Section 6.4(a) will obligate Parent, Surviving Corporation or the Company to continue the employment of any Company Employee for any specific period.
Continuation of Compensation and Benefits. For a one (1)-year period following the Closing, Parent shall provide, or shall cause to be provided, to each Continuing Employee who is not covered by a CBA (each, a “Non-Unionized Continuing Employee”): (i) annual base salary no less than the annual base salary provided to such Non-Unionized Continuing Employee immediately prior to the Closing Date and (ii) incentive compensation opportunities that are no less favorable and employee benefits that are not less favorable in the aggregate to such Non-Unionized Continuing Employee than those incentive compensation opportunities and employee benefits, respectively, that Parent or its Affiliates provide to their similarly situated employees during such period. Nothing in this Section 6.07 shall require Parent or its Affiliates or any Acquired Company to continue the employment of any Non-Unionized Continuing Employee for any specified period.
Continuation of Compensation and Benefits. For a period of not less than one (1) year following the Closing Date, Buyer shall, or shall cause the Target Companies to, provide each Continuing Employee with: (i) annual base salary or wages and cash bonuses that are no less than the annual base salary, wages and cash bonuses, respectively, provided to such Continuing Employee immediately prior to the Closing Date, (ii) employee benefits comparable to those benefits that Buyer or its Affiliates provide to their similarly-situated employees during such period and (iii) any other material terms and conditions of employment as were provided to such Continuing Employee immediately prior to the Closing Date. The term “other material terms and conditions” in the preceding sentence is limited to practices that, if changed or eliminated, could reasonably give rise to a claim for monetary damages under applicable Law or Contract.
Continuation of Compensation and Benefits. For a period of eighteen (18) months immediately after the Closing Date (or for such longer period as required by applicable Law or pursuant to the terms of any applicable Union Contract), Buyer shall (or shall cause the Buyer Corporations to) provide to each Transferred Employee (i) a base salary or wages no less favorable than those provided immediately prior to the Closing Date and (ii) other employee benefits, variable pay, incentive or bonus opportunities under plans, programs and arrangements that are substantially comparable in the aggregate to those provided by Ashland or the applicable Asset Selling Corporation as expected to be in effect on January 1, 2011, as set forth on Schedule 7.5(d). Notwithstanding the foregoing, nothing contemplated by this Agreement shall be construed as requiring either Buyer or any Buyer Corporation to be obligated to continue the employment of any Transferred Employee for any period after the applicable Closing Date.
