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.
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Samples: Stock and Asset Purchase Agreement (Convergys Corp)
Maintenance of Compensation and Benefits. The “Transfer Date” meansSubject to Section 9.06, for any Transferred Employee9.07, the date on which such employee commences employment with the Purchaser or its Affiliate (including any IM Business Entity) and9.08, for any Continuing IM Business Employee9.09, the Closing Date. For the period beginning on the applicable Transfer Date 9.13, 9.14 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 Date9.14(d), (i) Purchaser as applicable, Buyer agrees that it shall provide (or cause the applicable Affiliate its Subsidiaries to provide) to each Continuing Employee Transferred Employee, for the period commencing at the Applicable Transfer Time and ending on the eighteen (or Hyderabad Retained Employee18) month anniversary of the Closing (Athe “Relevant Period”), with (i) a an annual base salary or wage rate and incentive opportunities (including annual bonus opportunity) that is no less than the annual base salary and incentive compensation opportunity (including annual bonus opportunity) of such Transferred Employee in effect immediately prior to the Applicable Transfer Time, and (ii) other employment benefits under Business Benefit Plans listed on Section 3.16(a) of the Disclosure Schedule (or otherwise adopted or offered after the date hereof in compliance with Section 5.01 and disclosed to Buyer) that are no less favorable, in the aggregate (for clarity, on an after-tax basis), than the other benefits provided to such employee Transferred Employee under such Business Benefit Plans immediately prior to the Closing Date(other than equity based benefits, benefits under any defined benefit plan (B) severance benefits that are no less favorable in the aggregate than those provided to such employee immediately prior except and to the Closing Dateextent provided in Section 9.07(b)), and (C) other non-qualified deferred compensation and benefits (excluding benefits, retiree medical benefits, long-term compensation benefits and short-term incentive payments (which are addressed in Section 4.09(lexecutive perquisites)), 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 Employeescovenants above are not intended to release Buyer and its Affiliates (including any Transferred Subsidiary) from any obligation it may have to provide terms and conditions, including benefits and compensation, to Transferred Employees following the Applicable Transfer Time in accordance with the requirements of Applicable Law, the Non-Continuing IM Transfer Regulations, and any Transferred Subsidiary Business EmployeesBenefit Plan or Assumed Plan, and/or any applicable collective bargaining, works council or other labor agreements to which any Transferred Subsidiary is a party or by which it is bound, including, without limitation, with regard to employer contributions to any Multiemployer Plan. As of the Hyderabad Retained Employees and Closing Date, Seller #88639600v31 shall take all actions that are necessary so that any collective bargaining agreement to which any Transferred Subsidiary will be bound as of the IM Closing Date or pursuant to which Seller Entity Employees who do not commence employment with Purchaser or one any of its Affiliates shall not be Continuing Employees for has an obligation to make employer contributions to a Multiemployer Plan under such agreement, has been transferred to the Transferred Subsidiaries without the incurrence of any purpose additional obligations or liabilities solely as a result of such transfer. Notwithstanding any provision of this AgreementSection 9.05 to the contrary, and if compliance with this Section 9.05 would result in a breach of any such collective bargaining agreement as in effect as of the Seller Closing Date with respect to Transferred Employees, Buyer and its Affiliates shall, except shall comply with such collective bargaining agreement rather than this Agreement with respect to the extent expressly provided otherwise in Section 4.09(d), retain all liabilities for such employees, regardless of when incurredTransferred Employees.
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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 During 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 commencing on the Closing Date and ending on the Hyderabad Transfer first anniversary of the Closing Date), (i) Purchaser shall provide (or cause the applicable Affiliate Buyer agrees to provide, or to cause its Affiliates to provide, each employee who continues in the employment of the Company Entities after the Closing (each, a “Continuing Employee”) to each Continuing Employee with (or Hyderabad Retained Employee) (Aa) a base salary or wage rate that is no less than that the base salary provided to such employee the Continuing Employee immediately prior to the Closing Date(taking into account payroll Taxes resulting from such Continuing Employee becoming an “employee”, and (b) upon a termination by the Buyer or one of its Affiliates without cause, and subject to the Continuing Employee’s execution of a general release of claims in favor of the Buyer and its Affiliates in a form reasonably acceptable to the Buyer and such Continuing Employee (an “Employee Release”), severance protections and benefits no less favorable to such Continuing Employee than those provided by the Company Entities to such Continuing Employee immediately prior to the Closing, as set forth in Section 8.01 of the Company Disclosure Schedule. The Buyer agrees to provide, or to cause its Affiliates to provide, each Continuing Employee with targeted annual incentive compensation opportunities for fiscal year 2017 that are comparable in the aggregate to the targeted annual incentive compensation opportunities provided to the Continuing Employee immediately prior to the Closing. During the period commencing on the Closing Date and ending on December 31, 2017, the Buyer agrees to provide, or to cause its Affiliates to provide, to each Continuing Employee, (Bx) severance welfare benefits that are no less favorable substantially comparable in the aggregate than to those provided by the Company Entities to such employee Continuing Employee immediately prior to the Closing Date, and (Cy) other compensation and retirement 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 substantially comparable those provided to such employee immediately prior similarly-situated employees of the Buyer and its Affiliates. The Buyer shall be solely responsible for, and shall honor, pay, perform and satisfy, all severance obligations paid or payable to Closing Date and (ii) Purchaser shall not require officers, employees or provide for the relocation other service providers of any Continuing Employee’s principal place of work from such employee’s principal place of work the Company Entities in effect immediately prior to such Transfer Date; provided that connection with 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 incurredtransactions contemplated hereby.
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Samples: Agreement and Plan of Merger (Virtus Investment Partners, Inc.)
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 During the period beginning commencing on the applicable Applicable Transfer Date and ending on the first (1st) second anniversary of the Closing Date (oror such shorter period of employment, in as the case of each Hyderabad Retained Employee, the period beginning on the Closing Date and ending on the Hyderabad Transfer Datemay be), (i) Purchaser Buyer shall provide (or shall cause the applicable Affiliate to provideits Affiliates to) to provide each Continuing Transferred Employee (or Hyderabad Retained Employee) (A) a %3. an annual base salary or wage rate and short-term and long-term incentive compensation opportunities that is no less than that in each case are at least equal in terms of amount to the annual base salary and incentive compensation opportunities provided to such employee Transferred Employee as of immediately prior to the Closing DateDate (which long-term incentives may be provided in cash, equity or a combination thereof for the applicable period following the Closing), %3. employee benefits (Bexcluding any equity or equity-based incentive compensation, as incentive compensation is included in (a) severance benefits above) that are no less favorable in the aggregate than those to such benefits provided to such employee Transferred 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 severance protections and entitlements set forth on Section 6.02(b) of clause (ii) notwithstandingthe Sellers Disclosure Schedules will continue to be provided until the second anniversary of the Closing Date; provided further that nothing herein shall prevent Buyer, in its exclusive discretion, to determine or otherwise change or modify, at any time, the Purchaser or an Affiliate compensation, benefits and terms 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 unionized Transferred Employees consistent with its obligations, if any, under the “at-will” status of any such employeeapplicable collective bargaining agreement and Applicable Law. 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 Except to the extent expressly provided otherwise in Section 4.09(d)required by Applicable Law or the terms and conditions of the Transition Services Agreement, retain effective as of Closing, each Company Employee and Transferred Employee shall cease all liabilities for such employeesactive participation in, regardless and accrual of when incurredbenefits under, any Parent Benefit Plan other than Company Benefit Plans.
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