Maintenance of Compensation and Benefits. Subject, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), for a period of 12 months following the Closing Date, Newco shall provide, or shall cause its Subsidiaries to provide, Continuing Employees who remain employed by Newco and its Subsidiaries following the Applicable Transfer Time with (i) at least the same base salary or wage rate and target annual cash bonus opportunity as provided to such Continuing Employee as of immediately prior to the Applicable Transfer Time and (ii) employee benefits (excluding defined benefit pension benefits, retiree health or welfare benefits, severance or other termination-related compensation or benefits, equity-based compensation or change in control, transaction or retention bonuses (collectively, the “Excluded Benefits”)) that are substantially comparable to in the aggregate to the employee benefits (other than the Excluded Benefits) provided to such Continuing Employees under Aspen Benefits Plans (in the case of Continuing Aspen Employees) or Echo Business Benefit Plans (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time; provided that in the case of any Continuing Employee whose terms and conditions of employment are subject to a collective bargaining agreement, Newco shall provide for such continued employment to be on such terms and conditions as may be required under that collective bargaining agreement.
Maintenance of Compensation and Benefits. For the period beginning on the Closing Date and ending on the 12-month anniversary thereof (or, if earlier, until the date of termination of the relevant Continuing Employee) (the “Continuation Period”), Buyer shall cause the Acquired Companies to provide each Continuing Employee with (i) a base salary or wage rate and target incentive compensation opportunity that, in each case, is no less favorable than the base salary, wage rate and target incentive compensation opportunity provided to such Continuing Employee immediately prior to the Closing Date or, if later, such Continuing Employee’s Transition Date, (ii) the benefits set forth on Section 7.02 of the Parent Disclosure Schedule, and (iii) employee benefits, other than severance, defined benefit pension or post-termination or retiree welfare benefits, nonqualified deferred compensation, excess benefit plans, and transaction-related compensation provided by Parent and its Affiliates in connection with the transactions contemplated by this Agreement, that are substantially comparable in the aggregate to the employee benefits (subject to the same exclusions) provided to such Continuing Employee immediately prior to the Closing Date or, if later, such Continuing Employee’s Transition Date, in each case, pursuant to the existing terms of the Employee Plans. Buyer shall cause the Acquired Companies to allocate and administer the Retention Reserve Amount in accordance with Section 1.01(a)(i) of the Parent Disclosure Schedule.
Maintenance of Compensation and Benefits. The “Transfer Date” means, for any Transferred Employee, the date on which such employee commences employment with the Purchaser or its Affiliate (including any IM Business Entity) and, for any Continuing IM Business Employee, the Closing Date. For the period beginning on the applicable Transfer Date and ending on the first (1st) anniversary of the Closing Date (or, in the case of each Hyderabad Retained Employee, the period beginning on the Closing Date and ending on the Hyderabad Transfer Date), (i) Purchaser shall provide (or cause the applicable Affiliate to provide) to each Continuing Employee (or Hyderabad Retained Employee) (A) a base salary or wage rate that is no less than that provided to such employee immediately prior to the Closing Date, (B) severance benefits that are no less favorable in the aggregate than those provided to such employee immediately prior to the Closing Date, and (C) other compensation and benefits (excluding long-term and short-term incentive payments (which are addressed in Section 4.09(l)), retention bonuses, one-time bonus payments, one-time incentive payments and implementation bonuses) that are no less favorable in the aggregate, than those provided to such employee immediately prior to Closing Date and (ii) Purchaser shall not require or provide for the relocation of any Continuing Employee’s principal place of work from such employee’s principal place of work in effect immediately prior to such Transfer Date; provided that the foregoing provisions of clause (ii) notwithstanding, the Purchaser or an Affiliate of Purchaser may require the relocation of any Continuing Employee who, as of immediately prior to the applicable Transfer Date, serves in a customer-facing role, including without limitation in a sales or professional services role. Nothing in this Agreement shall obligate Purchaser or its Affiliates to continue the employment of any Continuing Employee or otherwise alter the “at-will” status of any such employee. For the avoidance of doubt, the Removed Employees, the Non-Continuing IM Business Employees, the Hyderabad Retained Employees and the IM Seller Entity Employees who do not commence employment with Purchaser or one of its Affiliates shall not be Continuing Employees for any purpose or provision of this Agreement, and the Seller and its Affiliates shall, except to the extent expressly provided otherwise in Section 4.09(d), retain all liabilities for such employees, regardless of when incurred.
Maintenance of Compensation and Benefits. In general, on and after the Effective Time, Del Monte shall treat all Spinco Employees fairly and shall cause the Surviving Corporation to, (i) for the two year period following the Effective Time, provide a cash compensation structure (base salary and bonus opportunities) which is no less than that provided to the Spinco Employees prior to the Effective Time, (ii) for the one year period following the Effective Time (the "One-Year Period") maintain benefits (other than specific benefits described herein which are subject to different maintenance periods) that are the same as those provided to the Spinco Employees prior to the Effective Time (subject to Section 3.4(b) of the Employee Benefits Agreement) and (iii) for the second year following the Effective Time, maintain benefits that are, in the aggregate, not materially less favorable than what the Spinco Employees were provided prior to the Effective Time (subject to Section 3.4(b) of the Employee Benefits Agreement); provided, however, that, with respect to those employees whose terms and conditions of employment are governed by collective bargaining agreements or by provisions of law outside the United States of America for employees employed in such foreign jurisdiction, Del Monte shall, or shall cause Spinco to, assume and comply with the terms of such collective bargaining agreements and comply with the provisions of such foreign laws with respect to the subject matter relating hereto, to the extent such agreements and/or laws require terms and conditions other than those provided for herein. Notwithstanding the foregoing, Heinz shall administer (or cause to be administered) the employee benefit plans and programs provided to the Spinco Employees after the Effective Time, except as otherwise provided in the Employee Benefits Agreement, and shall provide (or cause to be provided) transition services to Del Monte pursuant to the Transition Services Agreement, for the One-Year Period (or, if requested by Del Monte, for up to two years following the Effective Time); provided, however, that Heinz shall only provide (or cause to be provided) such transition services so long as the benefit plans and programs that Heinz shall be administering (or causing to be administered) shall contain the same terms and conditions as in effect for such plans and programs prior to the Effective Time (subject to Section 3.4(b) of the Employee Benefits Agreement).
Maintenance of Compensation and Benefits. 61 Section 8.03. Credit for Past Service; Deductibles; Preexisting Conditions 61 Section 8.04. Employee Liabilities 61 Section 8.05. Qualified Savings Plans 62 Section 8.06. Annual Incentive Compensation 62 Section 8.07. Retention Payments 62 Section 8.08. Participation in Seller Employee Plans 63 Section 8.09. WARN and/or Labor Department Notifications 63 Section 8.10. Cooperation; Necessary Actions 63 Section 8.11. No Third-Party Beneficiaries; No Amendment 64 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. PAGE SURVIVAL; INDEMNIFICATION Section 9.01. Survival 64 Section 9.02. Indemnification 64 Section 9.03. Third Party Claim Procedures 66 Section 9.04. Direct Claim Procedures 67 Section 9.05. Calculation of Damages 68 Section 9.06. Assignment of Claims 69 Section 9.07. Exclusivity 69 ARTICLE 10 MISCELLANEOUS Section 10.01. Notices 70 Section 10.02. Amendments and Waivers 71 Section 10.03. Expenses 72 Section 10.04. Successors and Assigns 72 Section 10.05. Governing Law 72 Section 10.06. Jurisdiction 73 Section 10.07. WAIVER OF JURY TRIAL 73 Section 10.08. Counterparts; Effectiveness; Third Party Beneficiaries 73 Section 10.09. Entire Agreement 73 Section 10.10. Severability 74 Section 10.11. Disclosure Schedules; Buyer SEC Documents 74 Section 10.12. Specific Performance 75
Maintenance of Compensation and Benefits. For Transferred Employees whose terms and conditions of employment are not governed by a collective bargaining agreement, subject to the other provisions of this Section 5.9, during the Relevant Period or for so long as such Transferred Employee remains employed, if shorter, Buyer shall provide (or cause one of its Affiliates to provide) each Transferred Employee with (A) an annual base salary or wage rate, (B) short term bonus, incentive compensation opportunities or commission opportunities and (C) other compensation in the aggregate that are each at least equal to his or her annual base salary or wage rates, or short term bonus, incentive compensation, commission opportunities and other compensation in the aggregate, in effect immediately prior to the Closing. In addition, Buyer or one of its Affiliates shall provide to Transferred Employees (or cause one of its Affiliates to provide) during the Relevant Period or for so long as such Transferred Employee remains employed, if shorter, benefits that are no less favorable in the aggregate to the employee benefits provided to Transferred Employees immediately prior to the Closing. Following the Closing, neither Buyer nor any of its Affiliates shall provide the Transferred Employees with any “defined benefit plan” (as defined in Section 3(35) of ERISA) benefits (except, for the avoidance of doubt, with respect to any Multiemployer Plan), any equity or equity-based compensation plan or arrangement, or any post-employment or post-retirement health or welfare plan or arrangement (except as required under the Consolidated Omnibus Budget Reconciliation Act of 1986 or similar state law). With respect to any individual Transferred Employee who affirmatively enters into an agreement with Buyer or one of its Affiliates governing the compensation and benefits applicable to such individual Transferred Employee, Buyer or one of its Affiliates shall maintain the compensation and each benefit arrangement for the individual Transferred Employee in accordance with the terms and conditions thereof, unless further modified by the mutual agreement of Buyer or one of its Affiliates and the individual Transferred Employee. Where required by local Law, Buyer or one of its Affiliates shall either obtain (or cause the appropriate Sold Company to obtain) the consent of the relevant Transferred Employee before making any changes to the terms and conditions of the Transferred Employee’s employment (including compensation and benefits)...
Maintenance of Compensation and Benefits. 20. Save to the extent prohibited by mandatory regulatory requirements, the Bidders agree that they shall, or shall cause the relevant employing entity in the Bidders’ Groups or the Target Group to, for the 12-month period immediately following the Effective Date:
Maintenance of Compensation and Benefits. 20. AbbVie agrees that New AbbVie shall, at a minimum, for the 12-month period immediately following the Effective Date:
Maintenance of Compensation and Benefits. Subject to Sections 9.05, 9.06, 9.07, 9.08, 9.09, 9.14 and 9.15, as applicable, Buyer agrees that it shall provide (or cause its Subsidiaries to provide) each Transferred Employee (a) for the Relevant Period (as defined in Section 9.04 of the Disclosure Schedule), with (i) (x) an annual base salary and (y) incentive cash compensation opportunities including annual bonus opportunity that are no less favorable than the base salary and target annual cash compensation opportunities provided to such Transferred Employee immediately prior to the Closing and (ii) employee benefits (including equity compensation) that are substantially similar in the aggregate to the employee benefits (including equity compensation) provided to such Transferred Employee immediately prior to the Closing and (b) after the expiration of the Relevant Period, compensation and benefits that are, in the aggregate, not less favorable than the compensation and benefits provided to similarly situated employees of Buyer and its Subsidiaries. Notwithstanding the foregoing, if Buyer or any of its Subsidiaries requires any Business Employee to relocate his or her principal place of employment to a location that is more than twenty-five miles from its location as of immediately prior to the date on which the applicable offer of employment is made and, as a result, Seller or any of its Affiliates is obligated to pay or provide such Business Employee severance or other termination-related payments or benefits, Buyer shall promptly reimburse Seller or such Affiliate for such severance or other termination-related payments or benefits.
Maintenance of Compensation and Benefits. Notwithstanding anything herein to the contrary, for a period of [**]following the Closing Date, Buyer shall, or shall cause the Company or one of Buyer’s Affiliates to, provide each Transferred Employee with terms and conditions of employment and benefits and compensation levels that are at least substantially comparable to those provided to similarly situated employees of Buyer. For the sake of clarity, Buyer may take into account the payments to be made in accordance with Section 8.06 hereof when determining any annual bonus amount that it may pay to Transferred Employees following the Closing Date that would have otherwise covered any period prior to the Closing Date.
