HEALTH AND BENEFIT PLANS. (a) Seller agrees, at Closing, to terminate all of the Continuing Employees and Buyer agrees, at Closing, to offer employment to all of the Continuing Employees. In addition, in connection with the employment of such Continuing Employees, Buyer agrees that, during the Earn-Out Period, Continuing Employees will be paid a salary and other monetary compensation as a result of such employment that is at least identical to that paid to them by Seller prior to Closing, except that Buyer shall have no obligation to pay any bonuses to the Continuing Employees on the basis of their 2014 employment by Seller. It is further understood that such compensation shall be included as 360 Division expenses in calculating Adjusted EBITDA for the Earn-Out. Within ten (10) Business Days following the Closing Date, the Continuing Employees as listed on Schedule 3.19(a) (provided such Continuing Employees are employed by Seller on the Closing Date) shall be covered as of the Closing Date by the employee benefit plans, programs, and policies established or maintained by Buyer applicable to similarly situated employees of Buyer (the “Buyer’s Plans”). After the transition to the Buyer’s Plans, Buyer agrees to maintain availability of coverage under the Buyer’s Plans for Continuing Employees (so long as such Continuing Employee is employed by Buyer) on the same basis and terms and conditions as for similarly situated employees of Buyer. Nothing contained in this Agreement (including, without limitation, this ARTICLE VII) shall (i) amend, or be deemed to amend, any of Buyer’s Plans, (ii) provide any person not a party to this Agreement with any right, benefit or remedy with regard to any of Buyer’s Plans or a right to enforce any provision of this Agreement, or (iii) limit in any way Buyer’s ability to amend or terminate any of Buyer’s Plans, at any time. (b) Buyer shall cause each group health plan of Buyer or, with respect to an insured plan, use its commercially reasonable efforts to cause the insurer, to waive any pre-existing condition exclusions thereunder with respect to the Continuing Employees and their covered beneficiaries to the extent that such Continuing Employees are enrolled in the applicable group health plan of Seller as of the Closing Date. (c) For purposes of this ARTICLE VII, Continuing Employees shall receive credit for purposes of eligibility to participate and for vesting and benefit accruals under Buyer’s Plans for service accrued or deemed accrued prior to the Closing Date with Seller; provided, however, that such prior service credit shall not operate to duplicate any benefit or the funding of any such benefit. Upon termination by Seller, Buyer shall assume the liability to each such Continuing Employee for their post-Closing accrued yet unpaid vacation time, sick leave or paid time off. (d) The 360 Principals will have the discretion to cause the 360 Division to implement (and to change from time to time), a bonus pool (the “Bonus Pool”) equal to not more than twenty percent (20%) of the profits of the 360 Division (the “360 Division Profit Plan”). From time to time, the 360 Principals may distribute the Bonus Pool to employees of the 360 Division (which will be distributed to such employees at such times and in such amounts as determined by the 360 Principals with Buyer’s review and prior approval); provided however, the 360 Principals shall not be entitled to receive more than 20% of the total Bonus Pool distributions made on each occasion. Buyer will cooperate with and assist the 360 Principals in implementing and operating the 360 Division Profit Plan. Any such distribution shall reduce such employee’s participation in Buyer’s bonus programs. The amount of any Bonus Pool distributions will reduce the Adjusted EBITDA for the applicable period on a dollar-for-dollar basis, and all reasonable expenses related to implementing and maintaining the 360 Division Profit Plan shall be included in determining Adjusted EBITDA for the period during which such expenses were incurred by Buyer.
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HEALTH AND BENEFIT PLANS. (a) Seller agrees, at Closing, to terminate all of the Continuing Employees and Buyer agrees, at Closing, to offer employment to all of the Continuing Employees. In addition, in connection with the employment of such Continuing Employees, Buyer agrees that, during the Earn-Out Period, Continuing Employees will be paid a salary and other monetary compensation as a result of such employment that is at least identical to that paid to them by Seller prior to Closing, except that Buyer shall have no obligation to pay any bonuses to the Continuing Employees on the basis of their 2014 employment by Seller. It is further understood that such compensation shall be included as 360 Division expenses in calculating Adjusted EBITDA for the Earn-Out. Within ten (10) Business Days following the Closing Date, the Continuing Employees as listed on Schedule 3.19(a) 7.1 (provided such Continuing Employees are then employed by Seller on the Closing DateBuyer or Company) shall be covered as of the Closing Date by the employee benefit plans, programs, and policies established or maintained by Buyer applicable to similarly situated employees of Buyer (the “Buyer’s Plans”). Until the Continuing Employees have been transitioned to Buyer’s Plans, Buyer shall cause Abacus to maintain the employee benefit plans, programs and policies of Abacus existing on the Closing Date for the benefit of the Continuing Employees (the “Company’s Plans”). After the transition from Abacus’s Plans to the Buyer’s Plans, Buyer agrees to maintain availability of coverage under the Buyer’s Plans for Continuing Employees (so long as such Continuing Employee is employed by BuyerBuyer or Abacus) on the same basis and terms and conditions as for similarly situated employees of Buyer. Nothing Subject to the immediately preceding sentence, nothing contained in this Agreement (including, without limitation, this ARTICLE VII) Section 7.1 shall (i) amend, obligate or be deemed commit Buyer to amend, any of Buyer’s Plans, (ii) provide any person not a party to this Agreement with any right, benefit or remedy with regard to any of continue Buyer’s Plans after the Closing Date or a right to enforce maintain in effect any provision such plan or any level or type of this Agreement, or (iii) limit in any way Buyer’s ability to amend or terminate any of Buyer’s Plans, at any timebenefits.
(b) Buyer shall cause each group health plan of Buyer or, with respect to an insured plan, use its commercially reasonable efforts to cause the insurer, to waive any pre-existing condition exclusions thereunder with respect to the Continuing Employees and their covered beneficiaries to the extent that such Continuing Employees are enrolled in the applicable group health plan of Seller Abacus as of the Closing Date.
(c) For purposes of this ARTICLE Article VII, Continuing Employees shall receive credit for purposes of eligibility to participate and for vesting and benefit accruals under Buyer’s Plans employee benefit plans, programs and policies for service accrued or deemed accrued prior to the Closing Date with SellerAbacus; provided, however, that such prior service credit shall not operate to duplicate any benefit or the funding of any such benefit. Upon termination by Seller, Buyer shall assume the liability to each such Continuing Employee for their post-Closing accrued yet unpaid vacation time, sick leave or paid time off.
(d) The 360 Principals will have the discretion to cause the 360 Division to implement (and to change from time to time), a bonus pool (the “Bonus Pool”) equal to not more than twenty percent (20%) of the profits of the 360 Division (the “360 Division Profit Plan”). From time to time, the 360 Principals may distribute the Bonus Pool to employees of the 360 Division (which will be distributed to such employees at such times and in such amounts as determined by the 360 Principals with Buyer’s review and prior approval); provided however, the 360 Principals shall not be entitled to receive more than 20% of the total Bonus Pool distributions made on each occasion. Buyer will cooperate with and assist the 360 Principals in implementing and operating the 360 Division Profit Plan. Any such distribution shall reduce such employee’s participation in Buyer’s bonus programs. The amount of any Bonus Pool distributions will reduce the Adjusted EBITDA for the applicable period on a dollar-for-dollar basis, and all reasonable expenses related to implementing and maintaining the 360 Division Profit Plan shall be included in determining Adjusted EBITDA for the period during which such expenses were incurred by Buyer.
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HEALTH AND BENEFIT PLANS. (a) Seller agrees, at Closing, to terminate all of the Continuing Employees and Buyer agrees, at Closing, to offer employment to all of the Continuing Employees. In addition, in connection with the employment of such Continuing Employees, Buyer agrees that, during the Earn-Out Period, Continuing Employees will be paid a salary and other monetary compensation as a result of such employment that is at least identical to that paid to them by Seller prior to Closing, except that Buyer shall have no obligation to pay any bonuses to the Continuing Employees on the basis of their 2014 employment by Seller. It is further understood that such compensation shall be included as 360 Division expenses in calculating Adjusted EBITDA for the Earn-Out. Within ten (10) Business Days following the Closing Date, the Continuing Employees as listed on Schedule 3.19(a) 7.1 (provided such Continuing Employees are employed by Seller the Buyer or Company on the Closing Date) shall be covered as of the Closing Date by the employee benefit plans, programs, and policies established or maintained by the Buyer applicable to similarly situated employees of the Buyer (the “Buyer’s Plans”); provided that such Continuing Employees shall not be eligible to be covered by Buyer’s 401(k) plan until January 1, 2009. After the transition to the Buyer’s Plans, Buyer agrees to maintain availability of coverage under the Buyer’s Plans for Continuing Employees (so long as such Continuing Employee is employed by Buyerthe Buyer or the Company) on the same basis and terms and conditions as for similarly situated employees of the Buyer. Nothing contained in this Agreement (including, without limitation, this ARTICLE Article VII) shall (i) amend, or be deemed to amend, any of Buyer’s Plans, (ii) provide any person not a party to this Agreement with any right, benefit or remedy with regard to any of Buyer’s Plans or a right to enforce any provision of this Agreement, or (iii) limit in any way Buyer’s ability to amend or terminate any of Buyer’s Plans, at any time.
(b) The Buyer shall cause each group health plan of the Buyer or, with respect to an insured plan, use its commercially reasonable efforts to cause the insurer, to waive any pre-existing condition exclusions thereunder with respect to the Continuing Employees and their covered beneficiaries to the extent that such Continuing Employees are enrolled in the applicable group health plan of Seller the Company as of the Closing Date.
(c) For purposes of this ARTICLE Article VII, Continuing Employees shall receive credit for purposes of eligibility to participate and for vesting and benefit accruals under the Buyer’s Plans employee benefit plans, programs and policies for service accrued or deemed accrued prior to the Closing Date with Sellerthe Company; provided, however, that such prior service credit shall not operate to duplicate any benefit or the funding of any such benefit. Upon termination by Seller, Buyer shall assume the liability to each such Continuing Employee for their post-Closing accrued yet unpaid vacation time, sick leave or paid time off.
(d) The 360 Principals will have the discretion to cause the 360 Division to implement (and to change from time to time), a bonus pool (the “Bonus Pool”) equal to not more than twenty percent (20%) of the profits of the 360 Division (the “360 Division Profit Plan”). From time to time, the 360 Principals may distribute the Bonus Pool to employees of the 360 Division (which will be distributed to such employees at such times and in such amounts as determined by the 360 Principals with Buyer’s review and prior approval); provided however, the 360 Principals shall not be entitled to receive more than 20% of the total Bonus Pool distributions made on each occasion. Buyer will cooperate with and assist the 360 Principals in implementing and operating the 360 Division Profit Plan. Any such distribution shall reduce such employee’s participation in Buyer’s bonus programs. The amount of any Bonus Pool distributions will reduce the Adjusted EBITDA for the applicable period on a dollar-for-dollar basis, and all reasonable expenses related to implementing and maintaining the 360 Division Profit Plan shall be included in determining Adjusted EBITDA for the period during which such expenses were incurred by Buyer.
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HEALTH AND BENEFIT PLANS. (a) Seller agrees, at Closing, to terminate all of the Continuing Employees and Buyer agrees, at Closing, to offer employment to all of the Continuing Employees. In addition, in connection with the employment of such Continuing Employees, Buyer agrees that, during the Earn-Out Period, Continuing Employees will be paid a salary and other monetary compensation as a result of such employment that is at least identical to that paid to them by Seller prior to Closing, except that Buyer shall have no obligation to pay any bonuses to the Continuing Employees on the basis of their 2014 employment by Seller. It is further understood that such compensation shall be included as 360 Division expenses in calculating Adjusted EBITDA for the Earn-Out. Within ten (10) Business Days following the Closing Date, the Continuing Employees as listed on Schedule 3.19(a) 7.1 (provided such Continuing Employees are then employed by Seller on the Closing DateBuyer or Company) shall be covered as of the Closing Date by the employee benefit plans, programs, and policies established or maintained by Buyer applicable to similarly situated employees of Buyer (the “Buyer’s Plans”). Until the Continuing Employees have been transitioned to Buyer’s Plans, Buyer shall cause Integral Analytics to maintain the employee benefit plans, programs and policies of Integral Analytics existing on the Closing Date (if any) for the benefit of the Continuing Employees (the “Company’s Plans”). After the transition from Integral Analytics’ Plans to the Buyer’s Plans, Buyer agrees to maintain availability of coverage under the Buyer’s Plans for Continuing Employees (so long as such Continuing Employee is employed by BuyerBuyer or Integral Analytics) on the same basis and terms and conditions as for similarly situated employees of Buyer. Nothing contained in this Agreement (including, without limitation, this ARTICLE VII) shall (i) amend, or be deemed to amend, any of Buyer’s Plans, (ii) provide any person not a party to this Agreement with any right, benefit or remedy with regard to any of Buyer’s Plans or a right to enforce any provision of this Agreement, or (iii) limit in any way Buyer’s ability to amend or terminate any of Buyer’s Plans, at any time.
(b) From the Effective Time through the date that is eighteen (18) months after the Closing (the “Continuation Period”), Buyer (or an Affiliate of Buyer, as applicable) shall provide to the Continuing Employees compensation and benefits that, in the aggregate and when taken as a whole, provided such Continuing Employees are employed by Buyer or the Company at the time, either exceed or are substantially comparable in the aggregate to those provided to such Continuing Employees immediately prior to the Closing Date.
(c) Buyer shall cause each group health plan of Buyer or, with respect to an insured plan, use its commercially reasonable efforts to cause the insurer, to waive any pre-existing condition exclusions thereunder with respect to the Continuing Employees and their covered beneficiaries to the extent that such Continuing Employees are enrolled in the applicable group health plan of Seller Integral Analytics as of the Closing Date.
(cd) For purposes of this ARTICLE Article VII, Continuing Employees shall receive credit for purposes of eligibility to participate and for vesting and benefit accruals under Buyer’s Plans employee benefit plans, programs and policies for service accrued or deemed accrued prior to the Closing Date with SellerIntegral Analytics; provided, however, that such prior service credit shall not operate to duplicate any benefit or the funding of any such benefit. Upon termination by Seller, Buyer shall assume the liability to each such Continuing Employee for their post-Closing accrued yet unpaid vacation time, sick leave or paid time off.
(d) The 360 Principals will have the discretion to cause the 360 Division to implement (and to change from time to time), a bonus pool (the “Bonus Pool”) equal to not more than twenty percent (20%) of the profits of the 360 Division (the “360 Division Profit Plan”). From time to time, the 360 Principals may distribute the Bonus Pool to employees of the 360 Division (which will be distributed to such employees at such times and in such amounts as determined by the 360 Principals with Buyer’s review and prior approval); provided however, the 360 Principals shall not be entitled to receive more than 20% of the total Bonus Pool distributions made on each occasion. Buyer will cooperate with and assist the 360 Principals in implementing and operating the 360 Division Profit Plan. Any such distribution shall reduce such employee’s participation in Buyer’s bonus programs. The amount of any Bonus Pool distributions will reduce the Adjusted EBITDA for the applicable period on a dollar-for-dollar basis, and all reasonable expenses related to implementing and maintaining the 360 Division Profit Plan shall be included in determining Adjusted EBITDA for the period during which such expenses were incurred by Buyer.
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