Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee.
(b) Lockheed Xxxxxx shall provide any notices to Transferred Employees which may be required under the Worker Adjustment Retraining and Notification Act, 29 USC Section 2101 et seq., ("WARN") with respect to events which occur prior to the Closing Date and Newco shall provide any notices to Transferred Employees which may be required under WARN with respect to events which occur on or after the Closing Date.
(c) Commencing on the Closing Date, Newco shall assume all responsibility and liability for all matters arising out of or relating to Transferred Employees and Transferred Beneficiaries regardless of whether such matter arises from or relates to events prior to, on or after the Closing Date, including but not limited to (i) accrued but unpaid wages, bonuses and salary; (ii) all liabilities for workers compensation claims made at any time by Transferred Employees or Transferred Beneficiaries whether or not reported as of the Closing Date and all expenses of administration of such claims; (iii...
Employees and Offers of Employment. (a) Effective as of the day following Closing, Buyer shall make offers of employment to the employees listed on Schedule 6.01 (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). Each such offer shall include (i) base salary or base wages which is the same as was in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer and its Affiliates. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the day following Closing.
(b) As of August 1, 2004, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements of the Seller. As of August 1, 2004, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated employees of Buyers and its Affiliates.
(c) Effective as of the day following Closing, Buyer shall credit each Transferred Employee with the number of vacation and sick days accrued and not used as of the Closing by such Transferred Employee.
(d) The Buyer shall have sole responsibility for "continuation coverage" benefits provided under the Buyer's group health plans to all Transferred Employees, and "qualified beneficiaries" of Transferred Employees, with respect to any "qualifying event" which occurs on or after the Closing Date. Seller shall have sole responsibility for "continuation coverage" benefits provided under Seller's group health plans to all Seller employees and former employees, and "qualified beneficiaries" of such employees, with respect to any "qualifying event" which occurs prior to the Closing Date and to all Seller employees who do not become Transferred Employees, and their "qualified beneficiaries," with respect to any "qualifying event" which occurs prior to, on and after the Closing Date, including any "qualifying event" which results from any such Seller employee's loss of employment on the Closing Date. The terms "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA ("COBRA").
Employees and Offers of Employment. (a) No later than ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall, or shall cause one of its Affiliates to, make an offer (which shall be memorialized in writing) of at-will employment, on terms and conditions consistent with the requirements set forth in Section 8.01(b), to each Employee (whether full-time or part-time, actively employed, or on short-term disability leave, authorized leave of absence, workers’ compensation leave, military service or lay-off with recall rights as of the Closing) to become employed by Purchaser or one of its Affiliates effective as of the Closing. Each Employee who does not specifically decline such offer of employment and commences employment with Purchaser pursuant to this Section 8.01(a) is hereinafter referred to as a “Transferred Employee.”
(b) Each offer of employment contemplated by Section 8.01(a) shall, subject to the additional requirements of any at-will employment contract, provide that the Employee will (i) have duties and responsibilities that are no less favorable than those that applied to such Employee immediately prior to the Closing Date, (ii) have a principal place of employment at a location within the United States, and (iii) for the one-year period commencing on the Closing Date, be entitled to receive, in each case as applicable, (A) the same base salary or hourly base wage rate as in effect for such Employee immediately prior to the Closing Date; (B) an annual cash target bonus opportunity that is at least equal to the annual cash target bonus opportunity in effect for such Employee immediately prior to the Closing Date, subject to terms and conditions substantially similar to those in effect for similarly situated employees of Purchaser and its Affiliates; and (C) employee benefits (including retirement benefits) that are substantially similar in the aggregate to the employee benefits (including retirement benefits, but excluding any defined benefit pension or equity-based benefits or compensation) made available to such Employee by Seller and its Affiliates immediately prior to the Closing Date. In addition, Purchaser, or the applicable Affiliate, will cause each written offer to include any such other terms and conditions as are necessary to ensure that Seller shall incur no Liability whatsoever under the federal Worker Adjustment and Retraining Notification Act or analogous state or local Law or any severance plan or arrangement maintained by Seller and applicable t...
Employees and Offers of Employment. (a) Purchaser is under no obligation to employ any Employee. Prior to the Closing Date, each Seller shall notify all of its Employees that their employment will end immediately prior to the Closing. No Employee will become an employee of Purchaser unless Purchaser makes that Employee a written offer of employment based on initial terms and conditions of employment established solely by Purchaser and the offer is accepted.
(b) Prior to, on or after the Closing Date, Purchaser may, in its sole discretion, elect to make offers of employment to and employ Employees as provided above based on initial terms and conditions of employment established solely by Purchaser. Each Seller shall retain all obligations and liabilities, if any, for (i) any Claim (including, for unpaid wages, unemployment compensation, employee contract or severance agreement, or resolved but unpaid legal claims, or employee benefits matters) relating to any Transferred Employee’s employment by such Seller prior to the Closing Date or separation from employment prior to the Closing, (ii) any lawsuit, administrative charge, arbitration, proceeding, or written demand or notice pertaining to any Transferred Employee and arising out of such Transferred Employee’s employment with such Seller prior to the Closing Date, and (iii) any worker’s compensation or other claims arising from any injury or illness occurring prior to the Closing Date.
(c) Purchaser shall maintain employee records transferred to Purchaser hereunder for a period of not less than four (4) years and during that period will afford Sellers reasonable access to such records during Purchaser’s normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser’s treatment of its employee records and applicable Law.
(d) For the avoidance of doubt, Purchaser acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Purchaser of any Transferred Employee with respect to Purchaser’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Purchaser.
Employees and Offers of Employment. Effective as of the Effective Time, Buyer shall (i) offer employment to each Employee, at a base salary or wage that is at least equal to that provided the applicable Employee immediately prior to the Effective Time; (ii) have the right to offer employment to each Albertson’s corporate employee, field manager, field-based marketing manager and divisional pharmacy manager, in each case to the extent dedicated solely to the Standalone Drug Business, including, without limitation, those employees specified in Schedule 9.02
(a) (so long as they are so dedicated) at a base salary or wage that is at least equal to that provided to such Albertson’s corporate employee, field manager, field-based marketing manager or divisional pharmacy manager immediately prior to the Effective Time and (iii) have a right to hire certain of the category managers, real estate personnel, field-based marketing managers and divisional pharmacy managers in each case who have shared responsibilities between the Standalone Drug Business and the New Diamond Business (as defined in the Separation Agreement) (collectively, the “Shared Personnel”) to the extent specified in Schedule 9.02(b) as determined in cooperation between Sellers and Buyer by allocating a proportionate number of Shared Personnel to Buyer based on the ratio of (x) the total number of pharmacy counters in Stores covered by such Shared Personnel to (y) the total number of pharmacy counters in Stores and grocery stores operated by Sellers collectively covered by such Shared Personnel as set forth on such Schedule 9.02(b). Sellers may update, and deliver to Buyer, Schedule 9.02(a) and Schedule 9.02(b) within fourteen days following the date of this Agreement. SUPERVALU and Buyer shall cooperate in good faith to determine the accuracy of Schedule 9.02(a) and Schedule 9.02(b) and agree to update each such Schedule as appropriate. The term “Employee” includes any Person who, immediately prior to the Effective Time, is actively employed by any Seller at a Facility or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Effective Time (such inactive employees shall be offered employment by Buyer as of the date they return to active employment but only if such employee returns to active service within 180 days after the Effective Time or such later time as their reemployment rights are protected by applicable Laws), but shall exclude any other inactive or form...
Employees and Offers of Employment. Effective as of the Buyout Closing, XX XXXX shall offer employment to the Manager Specified Employees on the terms and subject to the conditions of this Article IX and the other terms and conditions determined by the Compensation Committee of the Board of Directors of XX XXXX consistent with this Article IX. The Manager Specified Employees who accept and commence employment on or after the Buyout Closing with XX XXXX are hereinafter collectively referred to as the “Transferred Manager Employees.” For the period commencing on the Buyout Closing Date and ending on the December 31 next following the one year anniversary of the Buyout Closing Date, such Transferred Manager Employees shall receive substantially similar (or more beneficial) base salaries and cash bonus opportunities as received immediately prior to the Buyout Closing Date. Further, XX XXXX hereby assumes, as of the Buyout Closing, all Liabilities of Transferred Manager Employees (including the employment and termination thereof) arising on and after the Buyout Closing Date in connection with their employment by XX XXXX. Except for XX XXXX’x indemnification for PTO Liabilities pursuant to Section 9.6(c) and reimbursement for severance benefits as provided in Section 9.6(d), XX XXXX does not assume, and shall not be liable or responsible for, any Liabilities with respect to any Manager Specified Employee who does not become a Transferred Manager Employee (each, a “Non-Hired Manager Specified Employee”) or any other employee of the Behringer Group.
Employees and Offers of Employment. (a) Prior to Closing Date, but effective as of the Closing, Buyer shall make offers of employment to the employees of Parent and Seller primarily engaged in the Business and set forth on Schedule 6.01(a) (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). -------------------- Each such offer shall include (i) base salary or base wages which is the same as was in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the Closing Date.
(b) As of the Closing Date, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements. As soon as administratively feasible following the Closing Date and in accordance with the terms of the applicable benefit plans or programs of Buyer and Affiliates, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated ---------- employees of Buyers and its Affiliates.
(c) Effective as of the Closing, Buyer shall credit each Transferred Employee with the number of vacation days accrued and not used as of the Closing by such Transferred Employee.
Employees and Offers of Employment. Between May 9, 1999 and the Closing Date, Xenon 2 shall offer employment as of the Closing Date to each individual who is listed on SCHEDULE 6.7(A) and who, on the Closing Date, is employed by NBC or its Affiliates or who is absent from work by reason of vacation, sick leave, short-term disability or due to authorized leave of absence or military service; PROVIDED that for any such employee who, as of the Closing Date, is absent from work due to sick leave, short-term disability or due to authorized leave of absence or military service, such offer of employment shall be effective as of the date such employee is able to commence active employment with Xenon 2. Each offer of employment shall include salary, title and level of responsibility which are no less favorable in the aggregate than those in effect for such employee on May 9, 1999; PROVIDED that nothing shall prohibit Xenon 2 from terminating the employment of any Transferred Employee at any time. Such employees who accept and commence employment with Xenon 2 are herein collectively referred to as "TRANSFERRED EMPLOYEES".
Employees and Offers of Employment. (i) Prior to the date hereof, the Parent has caused the Sellers and the Southern Entities to have provided to the Purchaser a schedule that sets forth the names, as of March 5, 2004, of all Southern Business Employees, organized by Southern Site. Such schedule shall be updated as necessary to reflect new hires or other personnel changes occurring between the date hereof and the Closing Date. In addition, prior to the date hereof, the Parent has caused the Sellers and the Southern Entities to have provided to the Purchaser a schedule of all Southern Business Employees, organized by Southern Site, including the following information for each Southern Business Employee (to the extent such information is contained in the HR Data Records maintained by Xxxxxx Associates for the Sellers): home address, home telephone number, birth date, social security number, job title or position pay rate and full-time/part-time status. The foregoing information will be updated as necessary to reflect new hires or other personnel changes occurring between the date hereof and the Closing Date. In addition, Parent will cause the Sellers to provide to the Purchaser, on or before the Closing Date, the following additional information with respect to each Southern Business Employee to the extent such information is contained in the HR Data Records maintained by Xxxxxx Associates for the Sellers: birth date, job title or position effective date, race, gender, last pay increase date, continuous service date, all paid time off eligibility and balances, status under the Fair Labor Standards Act, benefit eligibility and enrollment status (including defined contribution plan information), federal and state tax information, credit union information, and all miscellaneous deduction information.
(ii) On the Closing Date, Purchaser or one of its affiliates shall offer employment to all Southern Business Employees (set forth on the schedule described in the first sentence of Section 4.13(a)(i) as the same has been updated from time to time prior to the Closing Date); provided, that the Purchaser or its affiliates may terminate at any time after the Closing Date the employment of any employee who accepts such offer. For purposes of this Section 4.13(a), the term "Southern Business Employee" shall include any Person who, on the Closing Date, is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date; provided, that such i...
Employees and Offers of Employment. On or prior to the Closing Date, Buyer shall offer employment to those active employees of the Business listed on Exhibit D; provided, that Buyer may terminate at any time after the Closing Date the employment of any employee who accepts such offer. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as Buyer shall in its sole discretion deem appropriate. Notwithstanding the foregoing, Buyer agrees that for a period of 12 months following the Closing Date, Buyer shall provide, and cause its Affiliates to provide, any Transferred Employee who is terminated within 12 months after the Closing Date severance pay in an amount equal to that which such Transferred Employee would have received under the terms of the AT&T Wireless Severance Pay Plan in effect immediately prior to the Closing Date in the event of such termination. The employees who accept and commence employment with Buyer are hereinafter collectively referred to as the "Transferred Employees". Seller will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with Buyer's effort to hire any Transferred Employees. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with Buyer.
