Employment of Company Employees. (a) Buyer or one of its Affiliates (the actual employing entity, whether Buyer or an Affiliate of Buyer, as determined in Buyer’s discretion, the “Employer”) agrees to cause the Employer to provide those Persons which are Employees of the Company on the date immediately preceding the Closing Date salary and benefits (but excluding incentive equity benefits) on terms materially no less favorable in the aggregate than the salary and benefits (excluding equity incentive benefits) offered to employees as of the day immediately prior to the Closing Date.
(b) The Employer will use commercially reasonable efforts to treat, and will use commercially reasonable efforts to cause the applicable benefit plans to treat, the service of the Employees with the Company attributable to any period before the Closing Date as service rendered to the Employer for purposes of eligibility and vesting under any of the Employer’s vacation program, health or welfare plan(s) maintained by the Employer, and the Employer’s defined contribution plans, if any, except where credit would result in duplication of benefits.
(c) Nothing in this Agreement shall confer upon any Employee any right to continue in the employ or service of Employer or any Affiliate of Employer, or shall interfere with or restrict in any way the rights of Employer, which rights are hereby expressly reserved, to discharge or terminate the services of any Employee at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.11 shall (i) be deemed or construed to be an amendment or other modification of any Company employee benefit plan or Employer employee benefit plan, or (ii) create any third party rights, including third party beneficiary rights, in any current or former Employee, contractor, director or other service provider of Employer, the Company or any of their respective Affiliates (or any beneficiaries or dependents thereof).
Employment of Company Employees. The Purchaser shall have satisfied the covenant set forth in Section 5.8 hereof.
Employment of Company Employees. Each Member agrees not to actively solicit for employment by it any active Company employee or any employee of the other party who becomes known to it as a result of the Company activities, without prior approval of the other party.
Employment of Company Employees. Verity shall offer to retain the services of the employees listed on Schedule 6.2, and such additional employees of the Company whose hiring is approved by Verity, commencing on the Closing Date at the monthly salary listed opposite their respective names pursuant to the terms of the Employment Agreement attached hereto as EXHIBIT D ("Employment Agreement").
Employment of Company Employees. (a) . Parent agrees that each Company Employee who continues to remain employed by the Surviving Company (collectively, the “Continuing Employees”) shall, during the period commencing at the Effective Time and ending on the first (1st) anniversary of the Effective Time, except as otherwise agreed with the Continuing Employee in writing, be provided with (a) base salary or base wage and target cash annual incentive opportunity (including payment no later than March 15 of the calendar year immediately following the year for which the annual incentive is earned) that are no less favorable than those provided by the Company and its Subsidiaries to such Continuing Employee immediately prior to the Effective Time (for this purpose, a Continuing Employee’s “target cash annual incentive opportunity” shall be the amount equal to the product of (i) such Continuing Employee’s base salary as of the applicable date and (ii) the amount of such Continuing Employee’s 2019 annual bonus expressed as a percentage of his or her base salary as of the last day of the 2019 calendar year), and (b) retirement and welfare benefits and other compensation that are no less favorable in the aggregate than those provided by the Company and its Subsidiaries to such Continuing Employee immediately prior to the Effective Time. Notwithstanding anything to the contrary in clause (a) of the first sentence above, with respect to the annual incentive awards of the Continuing Employees for the 2020 performance year, (i) the total annual incentive pool for the 2020 calendar year shall be at least equal to the Company’s total annual incentive pool for the 2019 calendar year, (ii) all allocations to the Continuing Employees shall be made on a basis consistent with past practice by the individual serving as Chairman and Chief Executive Officer of the Company as of the date hereof (or in his absence, the individual serving as President of Wildcat, Inc. as of the date hereof) and (iii) no less than the amount accrued by the Company as of the Closing Date for the 2020 annual incentive pool shall be paid in cash to the Continuing Employees and the remaining portion of the 2020 total annual incentive pool may be paid to the Continuing Employees in a mix of cash and Parent equity awards consistent with the past practice of Parent, except that no Continuing Employee will receive a proportion of equity greater than a similarly situated Parent employee. With respect to the annual incentive awards of the Cont...
Employment of Company Employees. Buyer agrees to provide a written offer of employment or written posting of notice of offer of employment effective as of the Effective Time to substantially all employees of the Company promptly following the Effective Time, which offer shall be conditioned upon the Closing. Nothing in this Section shall create any rights on behalf of such employees as third-party beneficiaries with respect to this obligation. Buyer hereby agrees to indemnify and hold the Company harmless from and against any and all claims and liability arising solely as a result of Buyer's conduct after the Closing taken with respect to the employment of or refusal to hire a previous Company employee, including, without limitation, any claims or liability, based on the Buyer's acts or omissions arising after the Closing, and arising under the Workers Adjustment and Retraining Notification Act ("WARN") and any regulations promulgated thereunder or any similar state or local laws.
Employment of Company Employees. Purchaser has offered employment to all of the employees of the Company other than those employees set forth on Schedule 6.4 at substantially the same rates of pay as are currently paid by Company together with standard benefits of Purchaser provided during any period of employment.
Employment of Company Employees. Promptly after the Closing, Buyer will offer employment to all of the Company's employees identified in Schedule 2.16 at their existing base salary levels, seniority and length of service and with benefits (other than bonus compensation and company cars) substantially similar to those currently provided by the Company, except as indicated in Schedule 2.16 with respect to employees who will not be employed by Buyer and except for Bahan and Xxxxx Xxxxxx, whose services for Buyer will be governed by the Bahan Agreement and the Xxxxxx Agreement, respectively.
Employment of Company Employees. As of the Closing Date and for the period ending six months after Purchaser or its successor becomes subject to the reporting obligations of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, Purchaser shall not, with respect to any of the employees of the Company as of the Closing Date other than Mr. Dalton or Mr. Porritt (whose employment arrangements are addressex xx xxx Xmploxxxxx Xxxxxments): (i) terminate the employment of any of such employees other than for Cause; (ii) materially alter the duties and responsibilities of any of such employees; (iii) unless a business need requires otherwise, materially alter the work days or work hours of any of such employees; (iv) change the location of employment of any such employees to a location more than 15 miles from the location at which such employees were employed as of the Closing Date; (v) decrease the base salary or incentive pay opportunity for any of such employees; or
Employment of Company Employees. The Parent shall have executed and delivered to each of John X. Xxxxxx, Xxcaxxx Xxxxx, Xxtrxxxx Xxxxxx, xxd Gustxxx Xxxxxxxx xx Executive Employment Agreement in substantially the form of Exhibit 6.2(d) attached hereto and shall have extended offers of employment to the other employees of the Company.
