Common use of Maintenance of Compensation and Benefits Clause in Contracts

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. For Subject to the other provisions of this Section 6.4, for a period beginning on of 12 months from and following 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 Relevant Period”), Buyer shall Parent will provide (or cause one of its Affiliates after the Acquired Companies Closing to provide provide) each Continuing Employee with (i) a an annual 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 Daterate, (ii) the benefits set forth on Section 7.02 of the Parent Disclosure Scheduletarget bonus, incentive compensation or commission opportunities (excluding any signing, retention, transaction or other special or one-time bonuses or incentives), 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 each at least equal to his or her annual base salary or wage rates, bonus, incentive compensation or commission opportunities and other compensation in the aggregate to the employee benefits (subject to the same exclusions) provided to such Continuing Employee effect immediately prior to the Closing. In addition, Parent will provide (or cause one of its Affiliates after the Closing Date orto provide) to Continuing Employees during the Relevant Period benefits that are no less favorable in the aggregate than the benefits provided to Continuing Employees immediately prior to the Closing. With respect to any individual Continuing Employee who enters (or has entered) into an agreement with the Company or any of its Subsidiaries governing the compensation and benefits applicable to such individual Continuing Employee, if laterParent will maintain the compensation and each benefit arrangement for the individual Continuing Employee in accordance with the terms and conditions thereof, such unless further modified by the mutual agreement of Parent and the individual Continuing Employee. Where required by local Law, Parent will either obtain (or cause the Surviving Corporation or the appropriate Subsidiary of the Surviving Corporation to obtain) the consent of the relevant Continuing Employee before making any changes to the terms and conditions of the Continuing Employee’s Transition Dateemployment (including compensation and benefits) following the Closing, in each case, pursuant to or will otherwise make the existing terms of the Employee Plans. Buyer shall cause the Acquired Companies to allocate and administer the Retention Reserve Amount change in accordance with Section 1.01(a)(i) of the Parent Disclosure Schedulelocal Law.

Maintenance of Compensation and Benefits. For During the period beginning commencing on the Closing Date and ending on the 12-month first anniversary thereof of the Closing Date (or, if earlier, until the date of termination of the relevant employment of such Continuing Employee) (the “Continuation Period”), Buyer shall (or shall cause the Acquired Companies to its Affiliates to) provide each Continuing Employee with (i) a an annual base salary or wage rate and target annual cash incentive compensation opportunity that, opportunities that in each casecase is at least equal to the annual base salary or wage rate and incentive compensation opportunities provided to such Continuing Employee as of immediately prior to the Closing Date, is and employee benefits (excluding change in control payments, retention payments, or other similar non-recurring compensation) that are substantially comparable in the aggregate to the employee benefits provided by Seller or its Affiliates (including the Purchased Companies) to such Continuing Employee immediately prior to the Closing Date. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall (or shall cause its Affiliates to) provide each Continuing Employee severance protections or other termination-related benefits and entitlements that are no less favorable than the base salary, wage rate and target incentive compensation opportunity would have been provided to such Continuing Employee immediately prior to the Closing Date orunder any Seller Plan or Company Plan. Except to the extent required by Applicable Law, if later, such Continuing Employee’s Transition Date, (ii) the benefits set forth on Section 7.02 effective as of the Parent Disclosure ScheduleClosing, each Business Employee shall cease all active participation in, and (iii) employee benefitsaccrual of benefits under, 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 Scheduleany Seller Plan.