Employment Terms and Benefits Sample Clauses

Employment Terms and Benefits. The Buyer shall cause the Company to provide, from the Closing Date until at least one (1) year following the Closing Date, to each Employee who is employed by the Company on and after the Closing Date a base salary and bonus opportunity at the same level or greater than such Employee’s base salary and bonus opportunity as in effect on the day before the Closing Date. The Employees as of the Closing Date who are employed by the Company shall immediately following the Closing Date be provided with benefits for a period of at least one (1) year that are no less favorable, in the aggregate, than those provided to the Employees by the Seller or the Company immediately prior to the Closing Date. For a period of at least one (1) year following the Closing Date, the Buyer shall cause the Company to provide retiree medical and, if applicable under the terms of the current Retiree Medical and Life Insurance Plan for Consumers Water Employees (the “Seller Retiree Welfare Plan”), life insurance benefits for retirees of the Company on the Closing Date and for Employees of the Company who if they were to retire would be eligible for such retiree welfare benefits on the Closing Date at the same cost and at the same level as provided on the day prior to the Closing Date; provided, that nothing in this Agreement or in such retiree welfare benefit plan shall require any such benefits to continue beyond such one (1) year period.
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Employment Terms and Benefits. With respect to the employees of the Company who are employed by the Company as of the Closing Date (the “Continuing Employees”), for a period extending until the earlier of the termination of a Continuing Employee’s employment by the Buyer or its Affiliates or one (1) year following the Closing Date (or, with respect to continuation of bonus or commission opportunity, until the end of calendar 2017), Buyer agrees that each Continuing Employee will be provided with compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to each such Continuing Employee immediately prior to the Closing Date. Nothing in this Agreement shall change the “at-will” status of any at-will Employee or otherwise require Buyer or the Company to continue to employ any particular Employee of the Company following the Closing Date.
Sample 1
Employment Terms and Benefits. Effective as of the Closing, each Hired DQ Valuation Business Employee will cease to be a DQ Valuation Business Employee, and will cease to actively participate in any employee benefit plan, program, or arrangement maintained by any of Sellers or their Subsidiaries. From the Closing through the date that is nine (9) months after the Closing Date, or an earlier date of termination of employment, if applicable, Buyers will, or will cause their Subsidiaries to, provide each Continuing Employee with a base salary or wage level, bonus opportunity, and benefits, perquisites, and 57 other terms and conditions of employment that are substantially similar in the aggregate than those to which he or she was entitled as of the date of this Agreement (but, in the case of each, excluding equity-based compensation and benefits); provided, that nothing contained in this Agreement precludes, or may be construed as precluding, any of Buyers or their Affiliates, in their sole discretion, from (i) changing the title, compensation, or benefits of any Continuing Employees (or any other Person) (so long as the comparability standard contained in this Section 5.9(a) is otherwise met) or (ii) terminating, at any time after the Closing, any Continuing Employees (or any other Person); provided, further, that Buyers or their Affiliates, as applicable, will provide each Continuing Employee with terms and conditions of employment sufficient to avoid Seller, or any of its Affiliates, from incurring liability under any Worker Notification Law as a result of any loss of employment (whether actual or constructive) experienced by the Continuing Employee.
Sample 1
Employment Terms and Benefits. With respect to the employees who are employed by the Companies as of the Closing Date (the “Continuing Employees”), for a period extending until the earlier of the termination of a Continuing Employee’s employment by the Buyer or its Affiliates or one (1) year following the Closing Date (or, with respect to continuation of bonus or commission opportunity, until the end of calendar 2023), Bxxxx agrees that each Continuing Employee will be provided with compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to each such Continuing Employee immediately prior to the Closing Date (assuming the Companies do not have, and therefore excluding, defined benefit pension, retiree medical, deferred compensation, severance, and equity or equity-based compensation benefits); provided, that Buyer will only be obligated to provide such compensation and benefits to the extent Buyer has received copies of the Employee Benefit Plans pursuant to which such compensation and benefits are provided in accordance with Section 3.13(a). Nothing in this Agreement will change the “at-will” status of any at-will employee or otherwise require Buyer or the Companies to continue to employ any particular employee of the Companies following the Closing Date.
Sample 1
Employment Terms and Benefits. With respect to the Employees who are employed by the Acquired Companies as of immediately prior to the Closing (the “Continuing Employees”), for a period extending until the earlier of the termination of a Continuing Employee’s employment by Buyer or its Affiliates or twelve (12) months following the Closing Date, Buyer agrees that each Continuing Employee will be provided with (a) cash compensation (including base salary or wage rates, target bonus or other target incentive opportunities and commission rates and other commission arrangements, in each case as applicable to the Continuing Employee), not less favorable than the cash compensation (including base salary or wage rates, target bonus or other target incentive opportunities and commission rates and other commission arrangements) provided to such Continuing Employee immediately prior to the Closing and (b) other benefits (other than equity or equity-based benefits) that are not materially less favorable in the aggregate than the benefits provided to such Continuing Employee as of immediately prior to the Closing.
Sample 1

Related to Employment Terms and Benefits

  • Employment Terms As a condition to your employment with the Company, you are required to (a) sign and return a satisfactory I-9 Immigration form providing sufficient documentation establishing your employment eligibility in the United States, and (b) provide satisfactory proof of your identity as required by United States law.

  • Vacation and Benefits The Executive is entitled to four (4) weeks of vacation, which will accrue on a pro-rata basis during the employment year, in addition to all public holidays when the office is closed. Executive will be eligible to participate in all employee benefit plans established by the Company for its employees from time to time, subject to general eligibility and participation provisions set forth in such plans. In accordance with Company policies from time to time and subject to proper documentation, the Company will reimburse you for all reasonable and proper travel and business expenses incurred by you in the performance of your duties.

  • Terms of Employment This Section 2 sets forth the terms and conditions on which the Company agrees to employ Executive during the period (the "Protected Period") beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the second anniversary of that date, or such earlier date as Executive's employment terminates as contemplated by Section 3.

  • Employment and Term of Employment Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, as Controller and Secretary for a term (the "Term of Employment") beginning on the date first set forth above (the "Effective Date") and ending on the Expiration Date (defined below). As used in this Agreement, "Expiration Date" means the first anniversary of the Effective Date, provided that on each anniversary of the Effective Date (each such anniversary being referred to as a "Renewal Date"), the Expiration Date shall be automatically extended one additional year unless, not less than 10 days prior to the relevant Renewal Date, (i) either party shall have given written notice to the other that no such automatic extension shall occur after the date of such notice or (ii) either party shall have given a Notice of Termination to the other pursuant to Section 5 hereof. Notwithstanding the foregoing, if either party gives a valid Notice of Termination pursuant to Section 5 hereof, the Term of Employment shall not extend beyond the termination date specified in such Notice of Termination.

  • 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 consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

  • Employment Term Duties The Company hereby continues to employ the Employee as Chief Technology Officer ("CTO"). The term of the Employee's employment, pursuant to this Agreement, will commence on October 29, 1999, (the "Commencement Date") and will continue until October 31, 2001, or the termination of this Agreement as described in Section 5 hereof, whichever shall occur first. The Employee hereby agrees to his continued employment, and agrees to devote his full time and effort to the business and affairs of the Company with such duties consistent with the Employee's position as may be assigned to him from time to time by the Board of Managers of the Company and/or the Chief Executive Officer ("CEO") or the Chief Operating Officer ("COO") of the Company. Notwithstanding the foregoing, the Company acknowledges that the Employee has other business interests and ownerships. Subject to the provisions of Sections 7 through 10 hereof, the Company acknowledges and consents to the continuation of these ownerships and relationships, provided they do not interfere with the Employee's duties under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to impose any obligation on the Company or any of its subsidiaries to continue to employ the Employee, or on the Employee to remain in the employ of the Company or any of its subsidiaries.

  • Employees and Benefits (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Compensation and Benefits As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement or otherwise:

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