Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Company Plans and all employment agreements entered into by the Company prior to the date hereof; provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Company Plan or any other individual employee benefit plan, program, agreement or policy or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract.
Employee Benefit Plans and Agreements. Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to assume and honor all Company Plans and Company Employee Agreements entered into by the Company prior to the date hereof and all Company Stock Plans. Parent further agrees that all employees of the Company who remain in the active employment of the Surviving Corporation (the “Continuing Employees”) shall continue in their existing Company Plans following the Effective Time until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to other employee benefit plans and programs maintained by Parent or Surviving Corporation for employees; provided that, in any event, for a period of at least twelve (12) months from the Closing Date, the Continuing Employees shall receive employee benefits at least substantially equivalent in the aggregate to either (i) the employee benefits provided to similarly situated employees of Parent or (ii) the employee benefits provided by the Company immediately prior to the Effective Time; provided, that in either case equity-based compensation shall be granted pursuant to the Parent Stock Plans and in accordance with Parent’s policies and procedures. Such employee benefits shall be provided without any preexisting conditions limitations or exclusions to the extent no such limitations or exclusions applied as of the Closing to the Continuing Employees under the plans of the Company in which such employees participate immediately prior to the Closing Date and with credit for all annual deductibles and co-payments made under Company employee benefit plans for the covered expenses already incurred by the Continuing Employees for the year in which the Closing occurs. Parent and the Surviving Corporation shall provide the Continuing Employees with credit for all service with the Company under all applicable employee benefit plans, programs and policies, including for purposes of eligibility, waiting periods and vesting (but not benefit accruals other than for vacation and severance) to the same extent such service would have been recognized by the Company under comparable plans immediately prior to the Closing Date, except to the extent such treatment would result in duplicative benefits. Subject to the foregoing provisions of this
Employee Benefit Plans and Agreements. Part 4.24 of the Disclosure Schedule contains a true and complete list of all pension, profit sharing, retirement, deferred compensation, bonus, incentive, stock option, stock purchase, severance, fringe benefit, welfare or other employee benefit plans, agreements, arrangements or understandings to which Seller or the Subsidiary are parties, that are maintained, sponsored or contributed to by Seller or the Subsidiary or that relate to or provide benefits for any employees or former employees of Seller or the Subsidiary. With respect to Seller and each other employer which, along with Seller, is treated as a single employer for the purposes of Title IV of ERISA, since the effective date of ERISA:
Employee Benefit Plans and Agreements. (i) The Company has no employment agreements, arrangements, contracts, or understandings, whether enforceable or unenforceable, or written or oral with any employee, labor organization, or representative of any labor organization relating to its employees, except those set forth on Schedule 3.01(o) attached hereto. The Company has not violated any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, equal opportunity in employment, or employee's health, safety, wages and hours.
Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Company Plans and all employment, severance and change in control agreements entered into by the Company prior to the date hereof and described in Section 3.12 of the Company Letter; provided, however, that, except as provided in this Section 5.13, nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Company Plan or any other individual employee benefit plan, program, Contract or policy (provided that such amendment or termination is permitted by its terms) or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract. Except as otherwise provided herein, following the Effective Time and continuing at least until December 31, 2004, employees of the Company and its Subsidiaries (i) shall continue to participate in all “welfare plans” and “pension plans,” as such terms are defined in Sections 3(1) and 3(2), respectively, of ERISA, which are maintained by the Company and in effect immediately prior to the Effective Time and (ii) shall be eligible for benefits other than those described in clause (i) (“Non-ERISA Benefits”) which in the aggregate are substantially comparable to the Non-ERISA Benefits provided by the Company immediately prior to the Effective Time; provided, however, that the employee stock purchase plans maintained by Parent and the Company shall be deemed comparable to each other for this purpose. After December 31, 2004, employees of the Company and its Subsidiaries shall be eligible for the Parent Plans on the same terms as such plans and arrangements are generally offered from time to time to employees of Parent and its Subsidiaries in comparable positions.
Employee Benefit Plans and Agreements. (a) Section 3.19(a) of the Company Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the ERISA, and all stock purchase, stock option, severance, employment, change-in-control, welfare benefit, fringe benefit, bonus, incentive, compensation, deferred compensation, employee loan and all other employee benefit plans, agreements, programs and policies, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, funded or unfunded under which (i) any current or former employee, director, consultant or independent contractor of the Company (the “Company Employees”) has any present or future right to benefits and which are, or are required to be, contributed to, sponsored by or maintained by the Company or any other current or former person or entity under common control with the Company within the meaning of Section 4145(b), (c), (m), or (o) of the Code and the regulations issued thereunder (“ERISA Affiliate”), or (ii) the Company or any of its ERISA Affiliates may have any present or future Liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Employee Plans”.
Employee Benefit Plans and Agreements. (a) Subject to the last sentence of this Section 6.15(a) and to Section 6.15(e) and Section 6.15(f), Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Employee Benefit Arrangements and Employment Agreements. Following the Effective Time, active employees of the Company and its Subsidiaries (“Company Employees”) may, in the discretion of Parent, continue in the Employee Benefit Arrangements or become eligible for the employee benefit plans and arrangements of Parent or its Affiliates on substantially the same terms as such plans and arrangements are generally offered from time to time to similarly situated employees of Parent and its Affiliates. Nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Employee Benefit Arrangement or Employment Agreement subject to its terms and applicable Law.
Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Employee Benefit Arrangements and all Employment Agreements; provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to terminate the employment of any Company Employee (as defined below) or to amend or terminate any Employee Benefit Arrangement or Employment Agreement subject to its terms and applicable Law. Following the Effective Time, active employees of the Company and its Subsidiaries (“Company Employees”) may, in the discretion of Parent, continue in the Employee Benefit Arrangements or become eligible for the employee benefit plans and arrangements of Parent or its Affiliates on the same terms as such plans and arrangements are generally offered from time to time to similarly situated employees of Parent and its Affiliates .
Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Company Plans and all Employee Agreements entered into by the Company prior to the date hereof and described in Section 3.12 of the Company Letter; provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Company Plan, any Employee Agreement or any other individual employee benefit plan, program, Contract or policy or as requiring Parent or the Surviving Corporation to offer to continue the employment of any employee or independent contractor or, other than as required by its terms, any written employment contract. Nothing in this Agreement shall be interpreted as an amendment or other modification of any Company Plan, Employee Agreement or other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement. Nothing herein shall be deemed to be a guarantee of employment for any employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated the employment of any employee at any time for any or no reason with or without notice. Parent and the Company acknowledge and agree that all provisions contained in this Section 5.11 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective Subsidiaries, and that nothing in this Section 5.11, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries, or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrangement.
Employee Benefit Plans and Agreements. (i) Schedule 2(k) of the Disclosure Schedule contains a true and complete list of, and the Transferor has delivered a complete and accurate copy to Transferee of, each material "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") of the Company, and each material stock purchase, stock option, severance, employment, change in control, fringe benefit, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, policies or other arrangements of the Company, whether or not subject to ERISA, under which any employee or former employee, or the spouse, beneficiary or dependent of any employee or former employee, of the Company has any present or future right to benefits or under which the Company has any present or future liability. All such plans, agreements, programs, policies and arrangements are hereinafter referred to as "Employee Benefit Plans."
