Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consu...
Employment and Benefit Matters. (a) From the date of Completion through the first anniversary of the Effective Time (or, if shorter, the period of employment of the relevant Continuing Employee) (the “Benefits Continuation Period”), Parent shall provide or shall cause Acquirer Sub to provide, to (i) each Continuing Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) each Continuing Employee target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) that are no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account.
(b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of...
Employment and Benefit Matters. 40 6.6 Directors' and Officers' Indemnification and Insurance....................43 6.7
Employment and Benefit Matters. (a) Schedule 2.14(a) lists each of the following for each employee of the Company and each Subsidiary: name, hire date and current salary. None of the employees listed on Schedule 2.14
(a) has given the Company or such Subsidiary notice of his or her intention to resign his or her position with the Company or such Subsidiary and neither the Company nor such Subsidiary has any present intention to terminate such employees.
(b) Schedule 2.14(b) lists all of the following items which are applicable to the Company or any Subsidiary: (i) employment Contracts with any employee, officer or director; and (ii) Contracts or arrangements with any Person providing for bonuses, profit sharing payments, deferred compensation, stock options, stock purchase rights, retainer, consulting, incentive, severance pay or retirement benefits, life, medical or other insurance, payments triggered by a change in control or any other employee benefits or any other payments, "fringe benefits" or perquisites which are not terminable at will without liability to the Company or any Subsidiary or which are subject to ERISA. The contracts or arrangements referred to in the foregoing clause (ii) are herein called "Benefit Plans."
(c) Neither the Company nor any of its ERISA Affiliates has any union contracts, collective bargaining, union or labor agreements or other Contract with any group of employees, labor union or employee representative(s), nor has the Company or any ERISA Affiliate ever participated in or contributed to any single employer defined benefit plan or multi-employer plan within the meaning of ERISA Section 3(37), nor is the Company currently engaged in any labor negotiations, excepting minor grievances, nor is the Company the subject of any union organization effort. The Company and each Subsidiary is in material compliance with applicable Legal Requirements respecting employment and employment practices and terms and conditions of employment, including without limitation health and safety and wages and hours. Except as listed on Schedule 2.14(c), no complaint or other proceeding by or on behalf of any current or former employee or group of employees is pending against the Company or any Subsidiary before any Governmental Agency, and no claim by any current or former employee or group of employees that the Company or any Subsidiary is not in compliance with any Legal Requirement relating to employees or employment or that any compensation owing has not been paid is pending...
Employment and Benefit Matters. (a) For a period of one year following the Effective Date, Zoetis shall provide, or shall cause to be provided, to each Target Employee, following any consultation processes which are required by Law and or pursuant to existing contractual obligations:
(i) base salary or wage rate that is no less favourable than the base salary or wage rate, as applicable, provided to such Target Employee immediately prior to the Effective Time;
(ii) for Australian and Irish Target Employees, superannuation or pension payments (as applicable), that are no less favourable in the aggregate to the payments included in any total fixed remuneration provided to such Target Employee immediately prior to the Effective Time;
(iii) cash bonus opportunities no less favourable in the aggregate than those provided to such Target Employee immediately prior to the Effective Time;
(iv) equity compensation opportunities under the equity compensation plans of Zoetis or its Affiliates as may be determined by Zoetis (in its sole discretion), with such determination as to which Target Employees may be offered such an opportunity and the amount and terms and conditions of such opportunity to be made by Zoetis on an individual basis in a manner that is consistent with Zoetis’ determination with respect to its similarly situated employees;
(v) employee benefits (excluding any cash incentive compensation, equity or equity-based compensation, defined benefit pension benefits, and post-employment health and welfare benefits) that, in the aggregate and when taken as a whole, are substantially comparable to those provided to the Target Employees immediately prior to the Effective Time; and
(vi) severance benefits that are no less favourable than the severance benefits that would have been applicable immediately prior to the Effective Time to each Target Employee in accordance with the severance formula set forth in Schedule 2.
(b) For the purposes of eligibility, vesting and determining the applicable level of vacation and other paid time off benefits (but not for purposes of any other benefit accrual), under the employee benefit plans pursuant to which Zoetis provides benefits to any Target Employee after the Effective Time (the “New Plans”), which shall exclude, for the avoidance of doubt, any benefits provided by, in whole or in part, a Governmental Body and workers’ compensation insurance, each Target Employee shall be credited with his or her years of service with the Target Group and its predece...
Employment and Benefit Matters. (a) Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter and except as required by Laws, neither Bxxxxx nor SLZ is a party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination or pay in lieu of notice of termination or termination, severance, retention or similar payments or (ii) cash or other compensation or benefits to any director, officer, employee, consultant or agent upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.
(b) Neither Bxxxxx nor SLZ has made any contract or agreements with, or commitment to, any labor union, employee association or other similar entity or made commitments to or conducted negotiations with any labor union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of Bxxxxx or SLZ.
(c) There has been no and, to the knowledge of the Seller, Bxxxxx and SLZ, there is no threat of any (A) strike, lock-out, work stoppage, work slowdown or labor dispute in the past three years, or (B) material outstanding labor or employment proceedings or processes of any kind (including unfair labor practice complaints, grievances, arbitrations, worker’s compensation claims or applications for declaration of related or successor employer) in respect of any current or former employees of Bxxxxx or SLZ.
(d) Schedule 4.17 of the Bxxxxx Disclosure Letter contains a complete and accurate list of all Benefit Plans. To the extent required, all of the Benefit Plans have been approved by the appropriate authorities. All obligations of Bxxxxx or SLZ required to be performed in connection with the Benefit Plans and funding media established therefor, including the making or payment of contributions or premiums, have been performed, and there are no outstanding defaults or violations by Bxxxxx or SLZ. There are no outstanding liabilities under any Tax Laws with respect to the Benefit Plans. Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter, no Benefit Plan provides benefits to retirees or to Employees after termination of employment or provides for retroactive charges or premium increases. There are no participants or other individuals entitled to participate in any Benefit Plan other than cu...
Employment and Benefit Matters. 12 4.14 Contracts .............................................. 13 4.15 Officers and Directors, Etc. ........................... 13
Employment and Benefit Matters. (a) With respect to those employees located in the United States who continue to be employed by the Acquired Companies as of the Closing (the “Continuing Employees”), for purposes of determining eligibility to participate, and entitlement to benefits, where length of service is relevant under a welfare plan, vacation policy or pension plan of Buyer or its subsidiaries (a “Buyer Plan”), Buyer shall provide that the Continuing Employees shall receive service credit under each such Buyer Plan for their period of service with the Acquired Companies prior to the Closing but only to the extent such service (i) was recognized by the Acquired Companies for such purposes under comparable plans, and (ii) would not result in a duplication of benefits.
(b) Buyer shall use commercially reasonable efforts to provide Continuing Employees with the opportunity to participate in the Benefit Plans in which they were participants immediately prior to the Closing until the earliest to occur of (i) December 31, 2019, (ii) the date the Continuing Employee becomes eligible to participate in a Buyer Plan of a similar type, and (iii) the date the Continuing Employee ceases to be eligible to participate under the Benefit Plan terms.
(c) Nothing contained in this Section 6.09 (i) shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement; (ii) create any third-party beneficiary rights or obligations in any Person (including any Continuing Employee or other employee of the Acquired Companies), including with respect to any right to employment or continued employment or to a particular term or condition of employment; or (iii) obligate Buyer to (A) maintain any particular Benefit Plan or (B) hire or retain the employment of any particular Continuing Employee. Notwithstanding anything to the contrary set forth in this Agreement, (y) no Person shall be entitled to an injunction, specific performance or other equitable relief to prevent any breach by Buyer or any Acquired Company of this Section 6.09 and (z) the sole Person entitled to assert or pursue a claim for breach of this Section 6.09 shall be the Sellers’ Representative acting on behalf of all of the Sellers (in the Sellers’ capacity as Sellers and not in their capacity as employees of any Acquired Company), and no individual Seller or other Person shall be entitled to assert or pursue any such claim.
Employment and Benefit Matters. The Surviving Corporation ------------------------------ shall for a period of one (1) year following the Effective Time maintain the contractual benefit programs identified in SCHEDULE 7.07 (each, a "BENEFIT PLAN"); PROVIDED that nothing herein shall affect the Surviving Corporation's rights to modify or terminate any such Benefit Plan at or after the end of such one (1) year period.
Employment and Benefit Matters. (a) From and after the Effective Time and through the last day of the calendar quarter in which the Effective Time occurs, and subject to applicable law, the Buyer shall continue the plans of Seller and its subsidiaries as set forth in Section 4.11 of the Seller Disclosure Schedule and in effect at the Effective Time. From and after such date, the Buyer agrees to provide the employees of the Seller and its subsidiaries (the "SELLER EMPLOYEES") who remain employed after the Effective Time (collectively, the "TRANSFERRED SELLER EMPLOYEES") with the types and levels of employee benefits maintained by the Buyer for similarly situated employees of the Buyer and its Affiliates. The Buyer will treat, and cause its applicable benefit plans to treat, the service of Seller Employees with Seller or any subsidiary of Seller as service rendered to Buyer or any Affiliate of Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, Buyer and its Affiliates shall not treat any employee of the Seller or any of its subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer or any of its Affiliates for a pre-existing medical condition, and will make appropriate arrangements with its insurance carrier(s) to ensure such result.
