Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise.
(b) Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are actively employed with the Company or any of the Company Subsidiaries at the Effective Time compensation and employee benefits that are in the aggregate no less favorable than those in effect as of the date hereof for such employees under the Company Benefit Plans, excluding for this purpose, any equity, equity-related or incentive compensation, bonus, change in control, sabbatical or similar plans, programs, policies, agreements or arrangements. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of determining eligibility to participate and vesting (but not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Date, other than under any equity, equity-related, incentive compensation, bonus or sabbatical plans, programs, agreements or arrangements. Notwithstanding the foregoing, none of the provisions contained herein shall operate to requir...
Employees and Employee Benefit Matters. The parties agree as to employee and employee benefit matters as set forth in Exhibit D.
Employees and Employee Benefit Matters. (i) Except as set forth in Section 6(c)(vi) below and except as may be required by collective bargaining agreements in effect on the Closing Date, nothing in this Agreement (whether express or implied) shall in any way restrict the right of the Companies and/or their Subsidiaries to provide salaries, wages and benefits different from those provided to Current Employees (or employees of the non-U.S. Companies and their Subsidiaries) prior to the Closing Date. HarnCo and Sellers shall retain all Liability for post-retirement medical benefits and other benefits payable to Former Employees as of the Closing Date. Nothing in this Agreement shall be deemed to restrict or otherwise prevent or prohibit the Companies or their Subsidiaries from terminating after the Closing Date any employee of the Companies or their Subsidiaries, to the extent permitted by applicable law and any applicable collective bargaining agreement. Investor and MHE shall indemnify HarnCo and its Affiliates against any Adverse Consequences which HarnCo or its Affiliates may incur or suffer under the Worker Adjustment and Retraining Notification Act or any similar state law arising out of, or relating to, any actions taken by Investor, the Companies or their Subsidiaries with respect to Current Employees on or after the Closing Date.
(ii) To the extent Current Employees or Former Employees participate in employee health, disability, dental or life insurance benefit plans which are sponsored by HII, HarnCo or one or more of the Sellers, then HII, HarnCo and Sellers shall retain liability for all claims filed thereunder prior to the Closing Date. The Companies and their Subsidiaries shall have liability for all claims filed under such plans by Current Employees on or after the Closing Date. HarnCo and Sellers shall retain Liability for all medical and disability benefits for all Current Employees who are on short-term or long-term disability as of the Closing Date as to such condition or disability.
(iii) HarnCo and Sellers shall retain and assume the Liability for all workers' compensation claims filed prior to the Closing Date and the Companies and their Subsidiaries shall have Liability for all workers' compensation claims for all Current Employees filed on or after the Closing Date.
(iv) HarnCo and its Affiliates shall retain responsibility for any claims by Former Employees arising out of or relating to the termination of their retiree medical benefits. The Companies and their Subsidiaries ...
Employees and Employee Benefit Matters. (a) The Company does not have or employ, nor has it ever had or employed, any employees. The Company does not have, nor has it ever sponsored, maintained, contributed or had an obligation to contribute, contingent or otherwise, with respect to or been a party to an “employee benefit plan,” as defined in Section 3(3) of ERISA, or any employment, severance, change of control or similar contract, plan arrangement or policy or other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, equity option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (collectively, “Benefit Plans”); provided, however, the Company has an obligation to reimburse an Affiliate of Seller for the allocated costs associated with an Affiliate’s Benefit Plans. Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each Benefit Plan maintained by Seller or any of its Affiliates covering any Subject Employee.
(b) Except as set forth on Section 4.13(b) of the Company Disclosure Schedule, the Company has no elected or appointed officers, managers or directors.
(c) Section 4.13(c)(i) of the Company Disclosure Schedule sets forth the names, employer(s), work location, job titles, dates of hire, dates of service for employee benefit purposes, annual base salaries or hourly wage rates, other material compensation (including the aggregate amount of any bonus compensation for calendar year 2015 or that otherwise is or may become payable), leave of absence status (with details about the type of leave and how long such leave has been ongoing, if applicable) and a description of any applicable employment agreement, including change-in-control agreements, (whether written or oral) or collective bargaining agreement for each of the field employees of Seller or any of its Affiliates who spend substantially all of their business time providing services relating to the Company Systems or the operation of the Company (the “Subject Employees”). Except as set forth on Section 4.13(c)(ii) of the Company Disclosure Schedule, no Change of Control Amo...
Employees and Employee Benefit Matters. (a) Not later than the Business Day prior to the Effective Time, Purchaser shall offer Comparable Employment as of the Effective Time to each Employee that Purchaser desires to employ, as long as such Employee is then employed by and in good standing with Seller; provided that Purchaser in no event will offer employment to the Excluded Employees. Within thirty (30) days prior to the anticipated Closing Date, Seller will provide to Purchaser employment records of the Employees and a reasonable opportunity to meet with the Employees in a manner consistent with Section 8.1. Purchaser shall keep Seller informed on a reasonably prompt basis of any offer of employment made by Purchaser to any Employees.
(b) During the period commencing on the Closing Date and ending no earlier than the first anniversary thereof, Purchaser shall provide the Employees of the Branch Banking Operations who become employees of Purchaser in connection with the transactions contemplated by this Agreement (the “Branch Employees”) with employee benefits substantially comparable in the aggregate to similarly situated employees of Purchaser, as in effect from time to time. For Employees who are not offered Comparable Employment by Purchaser and whose employment is terminated by Seller on, or within six (6) months after, the Closing Date, Purchaser shall offer each such Employee severance benefits equal to one week of base compensation for each full year of service with Seller and its affiliates, with a minimum of two (2) and a maximum of twelve (12) weeks of severance pay; provided, that Purchaser shall in no event provide any severance benefits to the Excluded Employees.
(c) For purposes of eligibility and vesting under the employee benefit plans of Purchaser (which may be sponsored by an Affiliate of Purchaser) for which service is taken into account or recognized, and that provide benefits to any Branch Employees after the Closing Date (the “New Plans”), each Branch Employee shall be credited with his or her years of service from his or her most recent date of hire with Seller or any predecessor of Seller before the Closing Date, to the same extent as such Branch Employee was entitled, before the Closing Date, to credit for such service under any similar employee benefit plans of Seller, except to the extent such credit would result in a duplication of benefits or for purposes of benefit accrual. Without limiting the generality of the foregoing, each Branch Employee shall be eligible to...
Employees and Employee Benefit Matters. Section 8.01
Employees and Employee Benefit Matters. 15 Section 3.6
Employees and Employee Benefit Matters. 10 4.1. Employees........................................................ 10 4.2. Prior Service Credit............................................. 11 4.3. 401(k) Plan...................................................... 11 4.4. Pension Plan..................................................... 11 4.5. Welfare Plans.................................................... 11 4.6. Section 125 Plan................................................. 12 4.7.
Employees and Employee Benefit Matters. 28- 9.1. Employment of eLoyalty Employees..........................-28- 9.2. Severance.................................................-28- 9.3. Withdrawal from Participation in TSC Plans and Establishment of eLoyalty Plans.......................-29- 9.4. Transfer of Savings Plan Account Balances.................-29- 9.5. Welfare Benefits Provided Under eLoyalty Plans............-29- 9.6. Stock Purchase Plans......................................-30- 9.7. Deferred Compensation Plan................................-30- 9.8. Stock Options.............................................-31- 9.9. Workers' Compensation.....................................-32- 9.10. WARN Act..................................................-32- 9.11. Information to be Provided to TSC.........................-32-
Employees and Employee Benefit Matters. (a) Prior to the Spin-Off, TCM shall use its commercially reasonable efforts to take all actions contemplated by the Separation and Distribution Agreement or otherwise deemed necessary and appropriate to establish employee benefit plans for the benefit of employees of TCM on and after the Closing Date.
