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. Pursuant to the Merger Agreement, except as otherwise provided in an individual employment agreement or any collective bargaining agreement, for a period of two years following the Effective Time, the Surviving Corporation will provide compensation (including salary, cash bonus, commissions, and other incentives, but not including equity incentives) and benefits to each individual who is employed by the Company or a Company Subsidiary as of the Effective Time (each, a “Company Employee”) that are no less favorable in the aggregate than the levels of such compensation and benefits provided to such Company Employees by the Company immediately before the Effective Time, provided, however, that such compensation and benefits provided by the Company immediately before the Effective Time will be determined exclusive of any right to purchase Shares or equity incentive awards or cash bonuses awarded under the Company’s profit-sharing plan. The Merger Agreement provides that, as of and after the Effective Time, the Surviving Corporation will credit each non-union Company Employee for purposes of eligibility, vesting and benefit accrual for all of the Company Employee’s service with the Company and the Company’s Subsidiaries and their respective predecessor entities, if any, under any and all employee compensation and incentive plans, and under any and 37 Table of Contents all benefit plans, programs, policies and arrangements (including vacation and leave of absence policies), maintained for the benefit of Company Employees as of and after the Effective Time by the Surviving Corporation or its Affiliates (each, a “Surviving Corporation Plan”) to the extent such service was recognized for such purpose by the Company Plan (but not for purposes of benefit accrual under a defined benefit pension plan or long-term incentive plan or to the extent that such credit would result in a duplication of benefits). With respect to each Surviving Corporation Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), the Surviving Corporation will: (i) cause there to be waived any pre-existing condition or eligibility limitations except to the extent such limitations as to preexisting conditions or eligibility were applicable to a Company Employee under a Company Plan that is a welfare benefit plan and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed or reimbursabl...
Employment and Employee Benefits. (a) Buyer shall offer employment to all PCFS Employees (other than such employees who are disabled for purposes of the long-term disability plans, if any, applicable to such employees) employed immediately prior to the Closing Date upon the same terms and conditions of employment as in effect immediately prior to the Closing Date, which employment shall be effective on the Closing Date; provided, however, that Buyer shall not be obligated to offer employment to any PCFS Employees hired between the date hereof and the Closing Date who were hired without the consent of Buyer other than replacement employees performing functions substantially similar to his or her predecessor. Buyer shall be liable, and shall indemnify and hold Sellers harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of the PennLife Employees or PFI Employees or any PCFS Employees hired pursuant to the first sentence of this Section 5.13(a) (together, the "Company Employees"), with respect to periods after the Closing Date. Sellers shall be liable for, and shall indemnify and hold Buyer harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of any other employees of PFG or any of its affiliates (other than any of the Companies), including any PCFS Employees not hired pursuant to the first sentence of this Section 5.13(a) and any ConLife Employees with respect to periods up to and after the Closing Date, except to the extent that such obligations and liabilities are accrued for and are reflected on the Companies' balance sheets.
Employment and Employee Benefits. The Sellers have delivered to -------------------------------- the Buyer Schedule 7.7 listing the name, title, and current annual base salary or hourly rate of each person employed by the Company on June 15, 1996, together with a statement of the full amount and nature of any other remuneration, whether in a cash or kind, paid to each such person during the 1995 calendar year. The Sellers will furnish an updated copy of Schedule 7.7 at the Closing which will reflect any changes in such information occuring between June 15, 1996, and the Closing Date. The Sellers agree with the Buyer that any individuals who were full-time employees of the Company on the Closing Date and who agree to execute the standard PGI Code of Conduct agreement 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." This 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 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 deems appropriate, subject only to the covenants set forth in Section 8.1 hereof, and the Buyer will be under no obligation to credit Transferring Employees with past service credit for any purpose (including, without limitation, severance, or pension purposes).
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. (a) Parent or one of its Affiliates shall, or shall cause the Surviving Corporation or one of its Subsidiaries to, provide the employees of the Company and its Subsidiaries who are employed immediately prior to the Closing Date and continue employment thereafter (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) base salary or hourly wages that are no less favorable than those in effect for each such Company Employee immediately prior to the Closing Date, (ii) entitlements under employee benefits and opportunities under incentive plans, programs, contracts and arrangements that are no less favorable than the employee benefit and incentive plans, programs, contracts and arrangements (excluding stock-based compensation) provided by Parent or one of its Affiliates, as applicable, to similarly situated employees of Parent or one of its Affiliates immediately prior to the Closing Date; provided, that, to the extent any Company Employee is provided with incentive opportunities and entitlements under employee benefits plans, programs, contracts and arrangements that are substantially the same as those provided to such Company Employee by the Company and its Subsidiaries immediately prior to the Closing Date, such incentive opportunities and entitlements will be deemed to satisfy the requirements of this clause (ii), and (iii) severance benefits and entitlements no less favorable than those for which similarly situated employees of Parent or one of its Affiliates, as applicable, were eligible immediately prior to the Closing Date.
Employment and Employee Benefits. (a) Purchaser covenants and agrees to, and shall cause the Company to, (i) for a period of one year following the Closing Date, provide compensation and benefits to the employees of the Company and its Subsidiaries who remain employed immediately prior to the Closing at levels which are similar, on an overall basis, to the levels of compensation and benefits as in effect prior to the Closing and (ii) provide severance compensation and benefits to any such employees whose employment is terminated during the one-year period following the Closing Date at levels at least equivalent to the levels of such compensation and benefits to which such employees would have been entitled if their employment had been terminated immediately prior to the Closing. Individuals who continue their employment with the Company and its Subsidiaries following the Closing Date are hereinafter referred to as the "Continuing Employees."
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.
