Employment and Employee Benefits Sample Clauses

Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Clos...

Employment and Employee Benefits. (a) For a period of at least twelve (12) months following the Effective Time (the “Benefit Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any Subsidiary or Affiliate thereof (each, a “Continuing Employee” and collectively, the “Continuing Employees”), an annual base salary or wage rate, a short term incentive opportunity, employee pension, welfare and other benefits (including any equity or equity-based compensation or benefits but excluding any defined benefit pension, nonqualified deferred compensation, post-service or retiree health or welfare benefits) that are no less favorable in the aggregate than the base salary or wage rate, short term incentive opportunity, employee pension, welfare and other benefits that were provided to such Continuing Employee immediately prior to the Effective Time; provided, however, that the annual base salary or wage rate of any Continuing Employee will not be reduced during the Benefit Continuation Period below the annual base salary or wage rate applicable to such Continuing Employee immediately prior to the Effective Time. For the duration of the Benefit Continuation Period, Parent or one of its Affiliates shall maintain for the benefit of each Continuing Employee a severance or termination arrangement no less favorable than the severance or termination arrangement applicable to such Continuing Employee immediately prior to the Effective Time. (b) Parent shall honor and assume, or shall cause to be honored and assumed, the terms of all Company Plans, subject to the amendment and termination provisions thereof. (c) To the extent that Parent modifies any coverage or benefit plan in which Continuing Employees participate during the Benefit Continuation Period, Parent or any of its Subsidiaries (including the Surviving Corporation and any Subsidiaries thereof) shall use commercially reasonable efforts to (i) waive or cause to be waived any pre-existing conditions, exclusions, limitations, actively-at-work requirements, and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for me...

Employment and Employee Benefits. (a) Buyer shall cause the Company to provide to each of the Employees who is an employee of the Company as of immediately prior to the Closing Date and continues to be employed by the Company after the Closing Date (the “Transferred Employees”): (i) for the period of twelve (12) months immediately following the Closing Date, (x) annual base salary or hourly wages, as applicable, no less favorable to the Transferred Employee than such Transferred Employee’s annual base salary or hourly wages, as applicable, in effect immediately prior to the Closing Date, (y) employee benefit and incentive plans, programs, contracts and arrangements that are no less favorable to the Transferred Employee, in the aggregate, than those employee benefit plans, programs, contracts and arrangements (excluding stock-based compensation, including the Long-Term Incentive Plan, the Management Incentive Units and any Xxxxxx Options) provided by the Company to such Transferred Employee immediately prior to the Closing Date, and (z) continued coverage under the Company’s severance plans or policies to the extent disclosed on Schedule 5.12(a) (other than such Company Employee Agreements that are Transaction Expenses), on the same terms and conditions of such plans or policies in place immediately prior to the Closing Date (ii) For the period immediately following the Closing Date until December 31, 2015, cash incentive bonus opportunities that are at least as favorable as those provided in the Ordinary Course of Business to such Transferred Employee immediately prior to the Closing Date; and (iii) provided, however, that, without limiting subparagraph (i)(z) above, for the period of twelve (12) months immediately following the Closing Date, each of the Transferred Employees set forth on Schedule 8.9(a)(iii)(1) shall be entitled to severance benefits of at least twelve (12) months’ base salary continuation upon a termination of such individual’s employment without “Cause” (as defined in the Company Operating Agreement as of the date hereof) and for the period immediately following the Closing Date until December 31, 2015, each of the Transferred Employees set forth on Schedule 8.9(a)(iii)(2) shall be entitled to severance benefits of at least twelve (12) months’ base salary continuation upon a termination of such individual’s employment without “Cause” (as defined in the Company Operating Agreement as of the date hereof). From and after the Closing Date, Buyer or one of its Affiliates sha...

Employment and Employee Benefits. (a) No later than 45 days after the date hereof and at least five business days before the Closing Date, Buyer shall deliver to Sellers a written notice separately identifying (i) those Target Employees to whom Buyer will offer employment effective as of Closing (the "Designated Employees"), (ii) those Target Employees that Buyer desires to be retained by Sellers for purposes of providing the services contemplated by the Transition Services Agreement (the "Transition Employees") and (iii) those Target Employees that shall be neither Designated Employees or Transition Employees (the "Retained Employees"). Within five business days after Buyer delivers written notice to Sellers identifying any Retained Employee and specifies a specific 14-day termination period with respect to such employee, unless otherwise directed by Buyer, Sellers shall notify in writing such Retained Employee that his or her employment shall be terminated, contingent upon the closing of the transactions contemplated by this Agreement, during the designated 14-day period to be set forth in such notice. In no event shall a Retained Employee be terminated within 14 days after the Closing Date. At Buyer's direction, Sellers shall provide written notice to any Retained Employee amending the period for termination of such Retained Employee to commence on a later date; provided, however, that Sellers shall not be obligated to provide more than one extension with respect to any Retained Employee. (b) Notwithstanding anything in this Section 5.9 to the contrary (except for the immediately following sentence), at and following Closing Buyer shall assume and be liable for, and shall indemnify and hold Sellers and their affiliates harmless from, all obligations and other liabilities under each Employee Retention Agreement relating to a Target Employee to which either Seller, any Target Company and/or any affiliate of either Seller is a party and which agreement is set forth in Section 5.9(a) of the Disclosure Schedule regardless of whether such Target Employee is a Designated Employee, Transition Employee or Retained Employee. Notwithstanding the foregoing sentence or any other provision of this Section 5.9 to the contrary, Sellers shall pay all existing transaction bonuses payable as a result of the consummation of the transactions contemplated hereby at such time as such bonuses are payable pursuant to their terms. (c) Without regard to the $4,000,000 limit set forth in Section 8.2(b) but subject...

Employment and Employee Benefits. The Company has delivered to -------------------------------- the Buyer a list of the name, title, and current annual base salary or hourly rate of each person employed by or engaged to render consulting services to the Company or the Subsidiary on September 30, 1999 together with a statement of the full amount and nature of any other remuneration, whether in cash or kind, paid to each such person during the 1999 calendar year. The Company will furnish an updated copy of such list at the Closing which will reflect any changes in such information occurring between the date hereof and the Closing Date. The Company agrees with the Buyer that all individuals who were employees of the Company on the Closing Date will be offered continued employment with the Company, effective immediately after the Closing. Any individuals who accept this offer of employment with the Company will be referred to herein as "Transferring Employees." Except as may be otherwise specifically provided in the Employment Contract, the employment of Transferring Employees will be "at will" and nothing herein expressed or implied confers upon any such Transferring Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to employment for a specific period. After the Closing, the Buyer will make available to Transferring Employees such wages and benefits as the Buyer,

Employment and Employee Benefits. 50 9.11 Supplementation and Amendment of Schedules........................................... 51 9.12 Exclusivity.......................................................................... 51

Employment and Employee Benefits. (a) Purchaser presently intends that after the Closing the Company will continue the employment of the officers and employees of the Company employed on the Closing Date, and maintain compensation policies, Employee Benefit Plans and benefit arrangements of the Company at least equal to those presently made available by the Company as described on Schedule 3.17. (b) Any provision of this Agreement to the contrary notwithstanding, Seller shall indemnify Purchaser from any tax, interest or penalty or other amount payable to the Internal Revenue Service with respect to the matter described in paragraph 4 of Schedule 3.17 and Seller shall have the right to control and defend all communications and proceedings with the Internal Revenue Service relating thereto. Seller shall promptly provide to Purchaser all correspondence to and from the Internal Revenue Service in connection with such matter.

Employment and Employee Benefits. Xx Xxxxxxxxxx, shall be permitted to maintain his staff and such employee benefits as are in place as of the closing in such a manner as he sees fit.

Employment and Employee Benefits. 52 SECTION 5.14 Nonsolicitation........................................... 53 SECTION 5.15

Employment and Employee Benefits. Subject to Section 8.5(d) -------------------------------- below, French Subsidiary shall offer employment as of the Closing Date to substantially all of the employees of AI. Those employees who accept such offer and all employees of the members of TSG other than AI are referred to collectively as the "Continuing Employees." UNOVA shall credit the Continuing Employees with years of continuous service with Amtech for purposes of eligibility and vesting under UNOVA's employee benefit plans, to the extent permitted under the terms of such plans. Amtech shall cease accrual of benefits with respect to any Continuing Employee under any of its employee benefit plans. Amtech shall cause all unvested deposits of the Continuing Employees in Amtech's 401(k) plan to become vested as of the Closing Date. UNOVA shall offer all Continuing Employees the opportunity to enroll in UNOVA's 401(k) plan (the "FSSP") subject to the enrollment requirements of the FSSP. As soon as UNOVA shall have reasonably concluded that Amtech's 401(k) plan is tax-qualified, it shall cause the FSSP to accept the direct rollover of the pre-tax account balance for a Continuing Employee under Amtech's 401(k) plan, whether or not such Continuing Employee elects to enroll as an active participant in the FSSP.