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Employee Compensation and Benefits Sample Clauses

Employee Compensation and Benefits. (i) For a period of at least [**] commencing on the Closing Date (the “Continuation Period”), the Buyer shall provide, or shall cause its Affiliates to provide, each Transferred Employee who remains employed by the Buyer following the Closing Date with (w) a base salary or wage rate, bonus opportunity and severance payments and benefits that are no less favorable than the base salary or wage rate (which such base salary or wage rate will be eligible for increase in accordance with the Buyer’s 2017 merit increase program), bonus opportunity (including, if applicable, a one-time bridge payment, rounded to the next $[**], in respect of the 2017 annual bonus target payable to each affected Transferred Employee on the first anniversary of such Transferred Employee’s employment with the Buyer) and severance payments and benefits that are provided by the Seller to such Transferred Employee immediately prior to the Closing Date, (x) except as agreed between the parties, at least [**] of paid vacation (it being understood that the Buyer shall accelerate its vacation benefit for 2017), (y) equity incentive compensation commensurate with industry standards and (z) subject to Section 4.7(d), other employee benefits (other than nonqualified pension benefits and deferred compensation) that are substantially comparable in the aggregate to the employee benefits provided to such Transferred Employee immediately prior to the Closing Date (other than nonqualified pension benefits and deferred compensation). (ii) With respect to any employee benefit plan maintained by the Buyer or its Affiliates in which any Transferred Employee becomes a participant, for purposes of determining eligibility to participate, vesting, vacation, paid time-off and severance plan and other benefit plan accruals, each Transferred Employee’s service with the Seller or any of its Affiliates (as well as service with any predecessor employer, to the extent recognized by the Seller or any of its Affiliates) shall be treated as service with the Buyer and its Affiliates; provided, however, that such service need not be recognized (x) to the extent that such recognition would result in any duplication of benefits or (y) such service was not recognized under a comparable Employee Plan immediately prior to the Closing or (z) for any purposes in connection with equity awards. (iii) The Buyer shall use reasonable best efforts to waive, or shall cause its Affiliates to waive, any preexisting conditions, limitati...
Employee Compensation and Benefits. Notwithstanding any other provision of this Agreement, the Seller shall retain and satisfy all Liabilities for unpaid compensation and employee benefits payable to any employee of a Pershing Company in connection with the Post-Closing Retention Compensation Plan, Discretionary Payment Pool, Credit Suisse Group International Share Plan and any retention awards granted in connection with the transaction between Xxxxxxxxx Xxxxxx & Xxxxxxxx and Seller consummated on November 3, 2000, and for any other unpaid compensation and employee benefits earned by such employees prior to the Closing or as a result of or in connection with the transactions contemplated hereby (including, without limitation, retention agreements), to the extent not reflected on the Closing Balance Sheet, it being agreed that the Seller shall pay to certain employees the discretionary amounts set forth in Section 6.07 of the Disclosure Schedule. The Purchaser shall indemnify the Seller for all unpaid compensation and employee benefits payable to any employee of a Pershing Company to the extent accrued on the Closing Balance Sheet, it being understood that the reduction in force described in Section 6.07 of the Disclosure Schedule will have been effected prior to the Closing Date and accrued on the Closing Balance Sheet. For purposes of this Agreement, “Post-Closing Retention Compensation Plan” and “Discretionary Payment Pool” shall have the meanings ascribed to them in Sections 5 and 6, respectively, of the employment agreement among the Company, Credit Suisse First Boston, Inc. and Xxxxxxx Xxxxxxxxx, dated as of November 8, 2002.
Employee Compensation and Benefits. 4.1 Wages 17 4.2 Step Increment 17 4.3 PERS Pickup 17 4.4 Longevity Compensation 18 4.5 Workweek 18 4.6 Overtime, Compensatory Time, Flex Time 19 4.7 On-Call 20
Employee Compensation and Benefits. Seller hereby agrees, jointly and severally, to indemnify and hold Buyer harmless from and against any and all claims made by employees of Seller, regardless of when made, for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the extent the same are based on injury or sickness occurring prior to the Closing Date or based on employment service rendered to Seller prior the Closing Date.
Employee Compensation and Benefits. To the best knowledge of Seller, attached hereto as Schedule 6.6.2 is a true and complete list of all current employees of Seller, and their current level of compensation, which list shall be true and correct as of the Closing Date in all material respects except for those changes specifically authorized by Section 8.1 hereof and except for the addition or removal of employees in the ordinary course.
Employee Compensation and Benefits. 12 2.14 Litigation..............................................................13 2.15 Intellectual Property...................................................13 2.16 Insurance...............................................................14
Employee Compensation and Benefits. Each of the Shareholders jointly and severally agrees to indemnify and hold FYI, Newco and the Surviving Corporation, and their respective directors, officers, employees, representatives, agents and attorneys harmless from and against any and all claims made by employees of the Company, regardless of when made, for wages, salaries, bonuses, pension, workmen's compensation, medical insurance, disability, vacation, severance, pay in lieu of notice, sick benefits or other compensation or benefit arrangements to the extent the same are based on employment service rendered to the Company prior to the Closing Date or injury or sickness occurring prior to the Closing Date and are not scheduled pursuant to this Agreement or reserved for on the Financial Statements (collectively, "Employee Claims").
Employee Compensation and BenefitsSubject to applicable legal requirements, Parent shall take such actions as are necessary to cause the group health plan maintained by the Surviving Entity, Parent, or any of their subsidiaries, and applicable insurance carriers, third party administrators and any other third parties, to the extent such group health plan is made available to employees of the Company who accept Employment Agreements and Offer Letters with revised terms and conditions of employment from the Surviving Entity, Parent or any of their subsidiaries (each, a “Continuing Employee”), to (i) waive any evidence of insurability requirements, physical examinations requirements, waiting periods, and any limitations as to preexisting medical conditions under the group health plan applicable to such Continuing Employees and their spouses and eligible dependents (but only to the extent that such preexisting condition limitations did not apply or were satisfied under the group health plan maintained by the Company prior to the date of this Agreement) and (ii) provide such Continuing Employees with credit, for the calendar year in which the Continuing Employee is hired by the Surviving Entity, Parent or any of their subsidiaries, for the amount of any out-of pocket expenses and copayments or deductible expenses that were incurred by them during the calendar year in which the Continuing Employee is hired by the Surviving Entity, Parent or any of their subsidiaries under a group health plan maintained by the Surviving Entity, Parent or any of their subsidiaries.
Employee Compensation and Benefits. (i) GW has complied, in all material respects, with all of the terms of, and all applicable Laws in respect of, all employee compensation and benefit obligations of GW arising under or relating to each of the employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon GW (collectively referred to in this subsection as the “GW Plans”) and all GW Plans maintained by or binding upon GW are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by GW from any such regulatory authority. (ii) No action has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any GW Plan maintained by or binding upon GW being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any Taxes, fees, penalties or levies in excess of $10,000 under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or, to the knowledge of GW, threatened in respect of any of the GW Plans maintained by or binding upon GW or any of its assets.
Employee Compensation and Benefits. STI agrees that it shall cause the Surviving Corporation for at least two years after the Effective Time to provide or cause to be provided to employees of the Company other than those listed in Section 6.7(a) above, compensation and employee benefits that are no less favorable, in the aggregate, than the Company's compensation and employee benefits disclosed on Section 6.7(b) of the Company Disclosure Letter; provided, however, that (i) the foregoing will not require STI or the Surviving Corporation to maintain or prevent STI or the Surviving Corporation from amending, terminating, or merging any particular Company Compensation and Benefit Plan and (ii) if during this period STI implements any widespread increase or decrease in benefits under its compensation and benefit plans or in the cost thereof to participants under compensation and benefit plans applicable to employees of STI and its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), the Surviving Corporation shall, subject to compliance with applicable Laws and the terms of any then existing employment agreement, proportionately adjust the compensation and employee benefits then being provided to employees of the Surviving Corporation or the cost thereof to employees or participants.