Common use of Maintenance of Compensation and Benefits Clause in Contracts

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).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Del Monte Foods Co), Agreement and Plan of Merger (Heinz H J Co)

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Maintenance of Compensation and Benefits. In generalDuring the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (or such shorter period that a Continuing Employee is employed by any Company) (the “Continuation Period”), on and after the Effective Time, Del Monte Buyer shall treat all Spinco Employees fairly and (or shall cause its Affiliates to) provide each Continuing Employee (a) a base rate of pay and cash incentive compensation opportunities (excluding equity or equity-based and retention and change-in-control related incentives (collectively, the Surviving Corporation to, “Excluded Benefits”)) that in each case are at least equal to the base rate of pay and cash incentive compensation opportunities (excluding the Excluded Benefits) provided to such Continuing Employee as of immediately prior to the Closing Date and (b) employee benefits (as determined by Buyer in its discretion to comply with either (i) for the two year period following the Effective Time, provide a cash compensation structure or (base salary and bonus opportunitiesii) which is below) that are no less favorable in the aggregate than that either the employee benefits (excluding Defined Benefit Plans, benefits under the Masco Corporation Retirement Benefit Restoration Plan (with regard to both “defined benefit” and “defined contributions” benefits) and Excluded Benefits) provided (i) by Seller or its Affiliates to the Spinco Employees such Continuing Employee immediately prior to the Effective Time, Closing Date or (ii) for to similarly situated employees of Buyer or its Affiliates who are not represented by a Union under the one year period following the Effective Time ACProducts, Inc. Group Welfare Benefits Plan and (the "One-Year Period"c) maintain benefits severance protections and entitlements (other than specific benefits described herein which are subject as determined by Buyer in its discretion to different maintenance periodscomply with either (i) or (ii) below) that are the same as those no less favorable than would have (i) been provided to the Spinco Employees such Continuing Employee immediately prior to the Effective Time Closing Date under any Company Benefit Plan or (subject ii) as provided by Buyer to Section 3.4(b) of the Employee Benefits Agreement) its comparable and (iii) for the second year following the Effective Time, maintain benefits that are, in the aggregate, similarly situated employees who are 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 represented 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, a Union. Except to the extent such agreements and/or laws require terms and conditions other than those provided for herein. Notwithstanding the foregoing, Heinz shall administer (required by Applicable Law 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 under the Transition Services Agreement, for the One-Year Period (oreffective as of Closing, if requested by Del Monteeach Company Employee shall cease all active participation in, for up to two years following the Effective Time); providedand accrual of benefits under, howeverany Seller Benefit Plan, 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)other than Company Benefit Plans.

Appears in 1 contract

Samples: Securities Purchase Agreement (Masco Corp /De/)

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Maintenance of Compensation and Benefits. In generalDuring the period commencing on the Applicable Transfer Date and ending on the second anniversary of the Closing Date (or such shorter period of employment, on and after as the Effective Timecase may be), Del Monte Buyer shall treat all Spinco Employees fairly and (or shall cause its Affiliates to) provide each Transferred Employee %3. an annual base salary and short-term and long-term incentive compensation opportunities that in each case are at least equal in terms of amount to the Surviving Corporation toannual base salary and incentive compensation opportunities provided to such Transferred Employee as of immediately prior to the Closing Date (which long-term incentives may be provided in cash, (i) equity or a combination thereof for the two year applicable period following the Effective TimeClosing), provide a cash %3. employee benefits (excluding any equity or equity-based incentive compensation, as incentive compensation structure is included in (base salary and bonus opportunitiesa) which is above) that are no less than that favorable in the aggregate to such benefits provided to the Spinco Employees such Transferred Employee immediately prior to the Effective Time, (ii) for Closing Date; provided that 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 severance protections and entitlements set forth on Section 3.4(b6.02(b) of the Employee Benefits Agreement) and (iii) for Sellers Disclosure Schedules will continue to be provided until the second year following anniversary of the Effective Time, maintain benefits Closing Date; provided further that arenothing herein shall prevent Buyer, in its exclusive discretion, to determine or otherwise change or modify, at any time, the aggregatecompensation, not materially less favorable than what benefits and terms of employment of any unionized Transferred Employees consistent with its obligations, if any, under the Spinco Employees were provided prior applicable collective bargaining agreement and Applicable Law. Except to the Effective Time (subject to Section 3.4(b) of extent required by Applicable Law or 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 (oreffective as of Closing, if requested by Del Monteeach Company Employee and Transferred Employee shall cease all active participation in, for up to two years following the Effective Time); providedand accrual of benefits under, 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)any Parent Benefit Plan other than Company Benefit Plans.

Appears in 1 contract

Samples: Stock Purchase Agreement (McCormick & Co Inc)

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