Employees; Benefits Employer agrees that any and all benefits that were provided to the Employee shall continue until _________________, 20____. In addition, the Employer shall assist the Employee in the transfer, change, or termination to any employment benefits, including, but not limited to, health insurance plans, dental insurance plans, vision insurance plans, life insurance plans, disability insurance, childcare benefits, wellness programs, retirement plans, government assistance programs, and/or any other program or benefit that was readily accessible and being used by the Employee.
Employees' Compensation The Consultant shall be solely responsible for the following:
Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement.
(b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan.
(c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever.
(d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.
Employees and Compensation (A) Shown on Schedule 6.15(A) is a list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause.
(B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”).
(C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i).
(D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068.
(E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate.
(F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan.
(G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).
Employees Covered Pursuant to and in accordance with all applicable provisions of Act 379 of the Public Acts of 1965, as amended, the Employer does hereby recognize the Union as the exclusive representative for the purpose of collective bargaining in respect to rates of pay, wages, hours of employment, and other conditions of employment for the term of this Agreement of all employees of the Employer including part-time employees, in the following seniority units, excluding executive, administrative, academic, students, supervisory, professional, technical, clerical personnel, and those employees in other recognized bargaining units.
Employees and Benefits (a) For a period beginning on the Closing Date and continuing until December 31, 2013 except as provided in Section 5.8(a) of the Seller Disclosure Letter, Parent shall, or shall cause the Surviving Corporation and the Subsidiaries to, provide all persons who are employed by the Company and the Subsidiaries (including ISG) as of the Closing Date (including those on temporary layoffs or approved leaves of absence) (“Continuing Employees”), with the salary, annual bonus opportunity and employee benefits that are substantially comparable to, in the aggregate, the salary, annual bonus opportunity and employee benefits being provided to each such Continuing Employee immediately before the Closing Date; provided, however, that nothing herein shall be deemed to preclude the Surviving Corporation and the Subsidiaries from amending or terminating any plan, program or arrangement, transitioning Continuing Employees to any employee benefit plan, program or arrangement of Parent, or terminating the employment of any Continuing Employee, and; provided, further, that nothing herein shall be deemed to amend any Benefit Plan. Parent shall, or shall cause the Surviving Corporation to, assume (or, by virtue of the Merger, be deemed to have assumed) all liabilities and obligations of the Company with respect to any employment agreements in accordance with their terms, other than any employment agreement that terminates in connection with the Merger pursuant to the terms of any new employment arrangement or offer letter entered into between Parent and a Continuing Employee.
(b) In any termination or layoff of any Continuing Employee by Parent or the Surviving Corporation after the Closing, Parent and the Surviving Corporation will comply fully, if applicable, with the WARN Act and all other applicable foreign, federal, state and local Laws, including those prohibiting discrimination and requiring notice to employees. From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated, at the request of Parent, which shall not occur more frequently than on a bi-weekly basis, the Company shall provide to Parent within seven (7) calendar days of Parent’s request a written schedule that reflects (i) the number of employees of the Company who have experienced during such period an “employment loss” (as defined in the WARN Act) and (ii) the title, position and employment of each such employee of the Company. Parent shall use its best efforts not, and shall cause the Surviving Corporation and the Subsidiaries (including ISG) to use their respective best efforts not, at any time prior to sixty (60) calendar days after the Closing Date, to effectuate a “plant closing” or “mass layoff,” as those terms are defined in the WARN Act, affecting in whole or in part any facility, site of employment, operating unit or employee of the Surviving Corporation or the Subsidiaries (including ISG) without complying fully with the requirements of the WARN Act. Parent and Surviving Corporation will bear the cost of compliance with (or failure to comply with) any such Laws.
(c) For periods on and after the Closing Date, the Surviving Corporation and the Subsidiaries shall continue to have all obligations and liabilities under and with respect to the Benefit Plans and to or with respect to all persons entitled to benefits under the provisions of each such Benefit Plan in accordance with their terms.
(d) This Section 5.8 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.8, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.8. Without limiting the foregoing, no provision of this Section 5.8 shall create any third party beneficiary rights in any current or former employee, director or consultant of the Company or any of the Subsidiaries in respect of continued employment (or resumed employment) or any other matter.
Eligible Employees Regular and probationary, full time and less than full-time employees (on a pro rata basis) are eligible to participate in this program. Sec. 903 COURSES ELIGIBLE: The following criteria will be used in determining eligibility for reimbursement:
Compensation of Employees Compensate its employees for services rendered at an hourly rate at least equal to the minimum hourly rate prescribed by any applicable federal or state law or regulation.
Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.
Overtime-Eligible Employees Employees who are covered by the overtime provisions of state and federal law.
