Maintenance of Compensation and Benefits. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (the “Continuation Period”), Buyer shall (or shall cause its Affiliates to) provide each Continuing Employee (a) an annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based or other long-term incentive compensation opportunities) that are at least equal to the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities provided to such Continuing Employee as of immediately prior to the Closing Date, (b) employee benefits (excluding change in control, transaction, retention or similar payments or benefits, and nonqualified deferred compensation, defined benefit pension and post-employment or retirement health and welfare benefits) that are substantially comparable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Companies) to such Continuing Employee immediately prior to the Closing Date and (c) severance protections or other termination-related benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which such Continuing Employee would have been entitled immediately prior to the Closing Date under any Employee Benefit Plan. Except (i) to the extent required by Applicable Law, (ii) with respect to any Continuing Employee who is either on short-term disability leave at Closing and becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan at any time after Closing or who is on long-term disability leave as of the Closing (and, for the avoidance of doubt, Seller shall retain all obligations for such disability benefits) or (iii) as set forth in the Transition Services Agreement, effective as of the Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plan.
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. 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. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (the “Continuation Period”), Buyer shall (or shall cause its Affiliates to) provide each Continuing Employee (a) an annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities (not including equity or equity-based incentives) that in each case is at least equal to the annual base salary or wage rate and annual and/or short-term cash incentive compensation opportunities provided to such Continuing Employee as of immediately prior to the Closing Date, (b) subject to Seller’s compliance with clause (i) of the proviso contained in Section 3.17(a), employee benefits (excluding change in control, transaction or retention payments) that are substantially comparable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Companies) to such Continuing Employee immediately prior to the Closing Date and (c) subject to Seller’s compliance with clause (i) of the proviso contained in Section 3.17(a), severance protections or other termination-related benefits and entitlements that are no less favorable than the severance protections or other termination-related benefits to which such Continuing Employee would have been entitled immediately prior to the Closing Date under any Seller or Company Benefit Plan. Except to the extent required by Applicable Law, effective as of Closing, each Company Employee shall cease all active participation in, and accrual of benefits under, any Seller Benefit Plan.
Maintenance of Compensation and Benefits. Buyer agrees that for a period of 12 months after the Closing Date (the “Relevant Period”), it shall provide (or cause its Affiliates to provide) each Non-Union Transferred Employee with (i) an annual base salary and (ii) incentive compensation opportunities that are at least equal to his or her annual base salary and incentive compensation opportunities provided by Seller in effect immediately prior to the Closing. In addition, Buyer agrees that during the Relevant Period, it shall provide (or cause its Affiliates to provide) Non-Union Transferred Employees with benefits that are at least comparable in the aggregate to the benefits provided by Seller to Non-Union Transferred Employees immediately prior to the Closing (including, for such purpose, severance benefits and excluding, for such purpose, (A) retirement and other benefits under any defined benefit pension plan (including, without limitation, the Seller DB Plan (as defined below)), (B) any benefits under any retiree medical or welfare benefits plan, (C) any benefits under any equity based plan (including, without limitation, the Employee Stock Purchase Plan for Xxxxxx Oil Corporation, the Xxxxxx Oil Corporation Long-Term Incentive Plan and the Xxxxxx Oil Corporation 1992 Stock Incentive Plan), and (D) any stay or similar bonuses). Buyer agrees that after the expiration of the Relevant Period, it shall provide (or cause its Affiliates to provide) Non-Union Transferred Employees with compensation and benefits that are at least comparable in the aggregate to the compensation and benefits (including, for such purpose, severance benefits) provided to similarly situated employees of Buyer or its Affiliates.
Maintenance of Compensation and Benefits. From and after the Closing, until at least the end of the 12-month period immediately following the Closing Date (or if earlier, the date of the employee's termination of employment), the Buyer agrees to provide, or shall cause the Company and its Subsidiaries to provide, each employee who continues in the employment of the Company and its Subsidiaries after the Closing (each, a “Continuing Employee”) with (a) base salary and annual target cash bonus opportunity that are each no less favorable than the base salary and annual target cash bonus opportunity provided to the Continuing Employee immediately prior to the Closing; (b) other compensation and employee benefits (excluding base salary, annual bonus, non-qualified deferred compensation, severance, equity or equity-based incentives, long-term cash incentives, retention, sign-on, change in control bonuses, defined benefit pension and retiree medical or welfare benefits) 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 Closing; and (c) severance protections and benefits no less favorable to such Continuing Employee than those provided by Buyer to similarly situated employees of Buyer.
Maintenance of Compensation and Benefits. 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. 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:
