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).

Maintenance of Compensation and Benefits. In general2.1 The Purchaser will, 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 TimeDate, provide a cash compensation structure (base salary and bonus opportunities) which is no less than that provided to observe 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 existing terms and conditions of employment are governed by collective bargaining agreements or by provisions of law outside all employees (whether based in the United States Kingdom or elsewhere) of America the Group, including in relation to pensions, in accordance with Applicable Laws. 2.2 The Purchaser agrees, in respect of each Company Employee (as of immediately prior to the Effective Date) who remains in employment within the Purchaser Group on and following the Effective Date, that for employees employed in such foreign jurisdiction, Del Monte the 12-month period immediately following the Effective Date or (if later) until 31 December 2024 it 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 relevant employing entity in the Employee Benefits AgreementPurchaser Group to: (a) maintain no less favourable base salary and cash incentive compensation opportunities, and shall provide (or cause when taken as a whole, as compared 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 those in effect for such plans and programs place immediately prior to the Effective Time Date (subject excluding, for the avoidance of doubt, the PGIP Bonus); (b) maintain or offer benefits (including terms relating to Section 3.4(bpension accrual, relocation allowances and/or contributions but excluding equity-based programs) and allowances, that are materially comparable in the aggregate to those in place immediately prior to the Effective Date; (c) maintain no less favourable variable pay targets (including maximum opportunities for bonuses); (d) in respect of variable pay opportunities, maintain no less favourable performance metrics (both financial and individual/personal performance metrics, save where by reason of the Employee Benefits AgreementTransaction and/or the consequent de-listing of the Company, it is not reasonably practicable to operate any financial or other performance metrics which applied prior to the Effective Date, the Purchaser will ensure that any replacement performance metrics shall not be materially more difficult to achieve than the metrics in place prior to the Effective Date), provided however that if the Effective Date occurs in the year 2024, paragraph 3.2 below shall supersede this subparagraph; and (e) with respect to Senior Employees, not make material changes to the employee’s role, reporting level, or responsibilities or material, detrimental changes to their terms and conditions of employment, (i) where such employee has consented in writing to the amendment; (ii) in the case of paragraph (e), is reasonable, is made in connection with the de-listing of the Company and does not materially diminish the employee’s responsibility within the Company and its Subsidiaries; or (iii) where such change is required by Applicable Law.