Offer of Employment; Continuation of Employment. (a) As soon as practicable (but not more than ten (10) Business Days) following the date of this Agreement, the Buyer shall, or shall cause Affiliate to, make an offer of employment effective as of the Closing Date to each individual designated as a Scheduled Employee on Schedule 9.1(b) (i) in the same job or position as in effect immediately prior to the Closing Date, (ii) at a worksite no more than twenty-five (25) miles from the current job’s position in effect immediately prior to the Closing Date, (iii) unless otherwise agreed in writing by the Parties on the date hereof, at a salary or wage level and with a bonus opportunity, benefits Confidential Treatment Requested (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the salary or wage level, bonus opportunity, benefits (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites, and other terms and conditions that such Scheduled Employee was entitled to receive immediately prior to the date of this Agreement and (iv) requiring such employee to accept or decline such offer within ten (10) Business Days after receiving such offer. The Seller has provided the Buyer the information set forth in clauses (i), (ii) and (iii). Notwithstanding the foregoing, following the Closing Date, the Buyer or one of its Affiliates shall provide each New Buyer Employee, as of the Closing Date, with compensation and benefits (including incentive and equity-based compensation, but excluding any defined benefit pension or retiree medical or other retiree welfare benefits) at least as favorable as the compensation and benefits provided to similarly-situated employees of the Buyer and its Affiliates as of the Closing Date. The Buyer or its Affiliates will condition the offers to each Canadian Employee on such employee’s resigning in a manner that does not impose severance obligations on the Canadian Subsidiary nor trigger any rights to statutory or other benefits. The obligation of the Buyer to provide, or cause to provide, the conditions of employment relating to pay and employee benefits in accordance with this Section 9.1 shall continue for a period ending not earlier than one (1) year following the Closing Date. The Buyer shall provide a list to the Seller twenty-one (21) Business Days following the date of this Agreement of all Scheduled Employees who have accepted offers of employment as of such date. For the avoidance of doubt, all provisions relating to severance benefits to be paid with respect to New Buyer Employees after the Closing Date shall be governed by the provisions of Section 9.3(d) of this Agreement. (b) Notwithstanding any provision herein, any Scheduled Employee who is on short-term disability leave as of the Closing Date (an “On-Leave Business Employee”) will not become a New Buyer Employee until such time, if any, as such On-Leave Business Employee has been approved to return to active employment, at which time such employee shall be offered continued employment (with any reasonable accommodation, as necessary) with the Buyer or one of its Affiliates, but only if such employee is able to return to active employment within nine months after the Closing Date. If and when the On-Leave Business Employee returns to active status (and has accepted the offer of employment from the Buyer and its Affiliates), such On-Leave Business Employee shall be considered a New Buyer Employee and the On-Leave Business Employee shall become eligible for coverage and benefits under all employee benefit plans or programs maintained by the Buyer or its Affiliates under the same terms and conditions that apply to other New Buyer Employees, effective as of such date of return and with service credit under Section 9.3(b) as though it referred to his or her date of return rather than the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Offer of Employment; Continuation of Employment. (a) As soon as practicable No later than thirty (but not more than ten (1030) Business Days) following days prior to the date of this AgreementClosing, the Buyer Purchaser shall, or shall cause Affiliate its Affiliates to, make provide an offer letter offering employment, the terms and conditions of employment which shall include the compensation, benefits, and other terms set forth below in this Section 8.01(a), effective as of the Closing Date Closing, to each individual designated who, immediately prior to the Closing is a MCC Business Employee, except where a MCC Business Employee’s employment transfers automatically to the Purchaser or its Affiliates as a Scheduled Employee result of transactions contemplated by this Agreement, whether pursuant to applicable Law or as a result of the transfer to the Purchaser of the Transferred Equity Interests (including, for the avoidance of doubt, any MCC Business Employees who remain employed by any of the Transferred Entities as of the Closing).
(b) For the period commencing at the Closing and ending on Schedule 9.1(bthe first (1st) anniversary of the Closing Date (the “Continuation Period”), the Purchaser shall, or shall cause its Affiliates to, provide to each MCC Business Employee: (i) in the same job or position general location of employment and a comparable position, in each case, as in effect immediately prior to the Closing DateClosing, (ii) at a worksite annual base salary and base wages and cash incentive compensation opportunities, in each case, that are no more less favorable than twenty-five (25) miles from the current job’s position in effect annual base salary and base wages and cash incentive compensation opportunities provided to such MCC Business Employee as of immediately prior to the Closing DateClosing, and (iii) unless otherwise agreed in writing by the Parties on the date hereof, at a salary or wage level and with a bonus opportunity, employee benefits Confidential Treatment Requested (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the salary or wage level, bonus opportunity, benefits (other than severance benefits, any employee benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites, and other terms and conditions that to such Scheduled MCC Business Employee was entitled to receive immediately prior to the date of this Agreement and (iv) requiring such employee to accept or decline such offer within ten (10) Business Days after receiving such offer. The Seller has provided the Buyer the information set forth in clauses (i), (ii) and (iii). Notwithstanding the foregoing, following the Closing Date, the Buyer or one of its Affiliates shall provide each New Buyer Employee, as of the Closing Date, date hereof. Each MCC Business Employee who accepts employment with compensation and benefits (including incentive and equity-based compensation, but excluding any defined benefit pension or retiree medical or other retiree welfare benefits) at least as favorable as the compensation and benefits provided to similarly-situated employees of the Buyer Purchaser and its Affiliates as of the Closing Date. Closing, or whose employment continues with the Transferred Entities, the Purchaser or any of their respective Affiliates as of the Closing, shall be referred to herein as a “Transferred Employee.” The Buyer or Seller shall, and shall cause its Affiliates will condition to, use Commercially Reasonable Efforts to assist the Purchaser and its Affiliates in their reasonable efforts to extend offers to each Canadian Employee on such employee’s resigning in a manner that does not impose severance obligations on the Canadian Subsidiary nor trigger any rights to statutory or other benefits. The obligation of the Buyer to provide, or cause to provide, the conditions of employment relating to pay and employee benefits MCC Business Employees in accordance with this Section 9.1 shall continue for a period ending not earlier than one (1) year following the Closing Date. The Buyer shall terms hereof, including by using Commercially Reasonable Efforts to provide a list to the Seller twenty-one (21) Business Days following the date of this Agreement of all Scheduled Employees who have accepted offers of employment as of such date. For the avoidance of doubt, all provisions relating to severance benefits to be paid with respect to New Buyer Employees after the Closing Date shall be governed by the provisions of Section 9.3(d) of this Agreement.
(b) Notwithstanding any provision herein, any Scheduled Employee who is on short-term disability leave as of the Closing Date (an “On-Leave Business Employee”) will not become a New Buyer Employee until such time, if any, as such On-Leave Business Employee has been approved to return to active employment, at which time such employee shall be offered continued employment (with any reasonable accommodation, as necessary) with the Buyer or one of Purchaser and its Affiliates, but only if such employee is able to return to active employment within nine months after the Closing Date. If date hereof and when prior to the On-Leave Closing, with reasonable access to the MCC Business Employee returns to active status (and has accepted the offer of employment from the Buyer and its Affiliates)Employees, such On-Leave Business Employee shall be considered a New Buyer Employee and the On-Leave Business Employee shall become eligible for coverage and benefits under all employee benefit plans or programs maintained as reasonably requested by the Buyer or its Affiliates under the same terms and conditions that apply to other New Buyer Employees, effective as of such date of return and with service credit under Section 9.3(b) as though it referred to his or her date of return rather than the Closing DatePurchaser.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Molina Healthcare, Inc.)
Offer of Employment; Continuation of Employment. (a) As soon as practicable (but not more than ten (10) Business Days) following the date of this Agreement, the Buyer shall, or shall cause Affiliate to, make an offer of employment effective as of the Closing Date to each individual designated as a Scheduled Employee on Schedule 9.1(b) (i) in the same job or position as in effect immediately prior Prior to the Closing Date, (ii) at Buyer agrees that it will make offers of employment to those employees of Seller set forth as “Hire Employees” and may make offers of employment to those additional employees of Seller set forth as “Transition Hire Employees” in each case as identified on a worksite no more than twenty-five (25) miles from the current job’s position in effect immediately schedule agreed upon by Seller and Buyer prior to the Closing Datedate hereof (each, a “Business Employee”), in each case in good faith, with: (iiii) unless otherwise agreed in writing by the Parties on the date hereof, at a salary or hourly wage level rate, as the case may be, no less than one hundred and with a bonus opportunity, benefits Confidential Treatment Requested two percent (other than severance benefits, any benefits 102%) of that provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the salary or wage level, bonus opportunity, benefits (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites, and other terms and conditions that such Scheduled Employee was entitled to receive by Seller immediately prior to the date of this Agreement and (iv) requiring such employee to accept or decline such offer within ten (10) Business Days after receiving such offer. The in the event Seller has not implemented an ordinary course raise in compliance with Section 4.1(b)(viii) prior to the Closing Date with respect to such Business Employee (or one hundred percent (100%) of such amount provided by Seller immediately prior to the Buyer Closing Date if Seller has implemented an ordinary course raise in compliance with Section 4.1(b)(viii) prior to the information set forth in clauses (iClosing Date with respect to such Business Employee), ; (ii) and (iii). Notwithstanding the foregoing, following an annualized target cash incentive opportunity no less favorable than that provided by Seller immediately prior to the Closing Date, including a full-year bonus opportunity for 2017 (notwithstanding the fact that the Business Employee is not employed by Buyer or one for the entirety of its Affiliates 2017 as a result of when the Closing occurs), in accordance with Buyer’s standard bonus policies (the “2017 Bonuses”); (iii) compensation and benefit opportunity programs based on Buyer’s eligibility criteria including long-term incentive compensation commensurate with similarly situated employees of Buyer that are based in the United States; (iv) eligibility to participate in health, welfare and defined contribution retirement benefit plans and programs that are substantially comparable, in the aggregate, and at a cost that is substantially comparable, in the aggregate, to those health, welfare and defined contribution retirement benefits provided by Seller immediately prior to the Closing Date; (v) a severance plan that will be in effect until the first anniversary of the Closing Date which shall provide each New for severance payments and benefits in the event such Business Employee’s employment is terminated without cause no less favorable than those provided by Seller to such Business Employee immediately prior to Closing Date pursuant to the terms of the applicable Business Benefit Plan; provided, however, for the avoidance of doubt, that in no event shall Buyer Employeeassume Seller’s Change in Control Severance Plan or any individual severance agreement or arrangement between Seller and any Business Employee that is not an Assigned Contract; and (vi) employment no greater than fifty (50) miles from the location at which the Business Employee was employed immediately prior to the Closing Date; provided, however, that Buyer’s obligations hereunder with respect to any Business Employees shall be subject to Buyer’s standard background check policies (to the extent permitted by applicable Law), which shall be conducted in accordance with the timeline and procedures mutually agreed to by the Parties. Buyer shall offer employment commencing on the Closing Date to all active Business Employees, including those on vacation, on the terms set forth in this Section 9.3. With respect to any Business Employee who is not actively employed on the Closing Date due to military leave, an approved leave of absence (whether paid or unpaid), disability or layoff, Buyer shall offer employment to such Business Employee as of the Closing Datedate such Business Employee returns to active employment, with compensation and benefits (including incentive and equity-based compensation, but excluding any defined benefit pension or retiree medical or other retiree welfare benefits) at least as favorable as the compensation and benefits provided to similarly-situated employees of the Buyer and its Affiliates as of the Closing Date. The Buyer or its Affiliates will condition the offers to each Canadian Employee on that such employee’s resigning in a manner that does not impose severance obligations on the Canadian Subsidiary nor trigger any rights to statutory or other benefits. The obligation of the Buyer to provide, or cause to provide, the conditions of employment relating to pay and employee benefits in accordance with this Section 9.1 shall continue for a period ending not earlier than date is within one (1) year following the Closing Date. The Buyer shall provide a list to the Seller twenty-one (21) Business Days following the date of this Agreement of all Scheduled Employees who have accepted offers of employment as of such date. For the avoidance of doubt, all provisions relating to severance benefits to be paid with respect to New Buyer Employees after the Closing Date shall be governed by the provisions of Section 9.3(d) of this Agreement.
(b) Notwithstanding any provision herein, any Scheduled Employee who is on short-term disability leave as of the Closing Date (an or, if later, only to the extent that such Business Employee retains re-employment rights under applicable Law). Any Business Employee that accepts employment with Buyer is referred to herein as a “On-Leave Business Employee”) will not become a New Buyer Employee until such timeEmployee.” Except as provided by Seller to Buyer on a separate schedule 9.3(c), if any, as such OnSeller retains all Liabilities with respect to compensation and benefits owed to the Business Employees for pre-Leave Closing employment and shall satisfy any obligations in connection with any severance or similar compensation owed to any Business Employee has been approved due to return to active employmentthe consummation of the transactions contemplated hereby, at which time such employee either alone or in connection with another event. Nothing herein shall be offered continued employment (with establish, modify or amend any reasonable accommodationBusiness Benefit Plan, as necessary) with or the Buyer or one of its Affiliates, but only if such employee is able to return to active employment within nine months after the Closing Date. If and when the On-Leave Business Employee returns to active status (and has accepted the offer of employment from the Buyer and its Affiliates), such On-Leave Business Employee shall be considered a New Buyer Employee and the On-Leave Business Employee shall become eligible for coverage and benefits under all employee benefit plans or programs maintained by the Buyer or its Affiliates under the same terms and conditions that apply of employment applicable to other New Buyer Employeesa Business Employee, effective as or change the at-will status of such date of return and with service credit under Section 9.3(b) as though it referred to his or her date of return rather than the Closing Dateany Business Employee.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Merrimack Pharmaceuticals Inc)
Offer of Employment; Continuation of Employment. (a) As soon as practicable (but not more than ten (10) Business Days) following the date of this Agreement, the Buyer shall, or The Parties hereto intend that there shall cause Affiliate to, make an offer be continuity of employment effective as of with respect to all AS&O Business Employees. Buyer shall offer employment commencing on the Closing Date to each individual designated all AS&O Business Employees who are not employed by an Acquired Company as a Scheduled Employee on Schedule 9.1(b) (i) in the same job or position as in effect of immediately prior to the Closing DateClosing, including those on vacation, military leave, leave of absence (ii) at a worksite no more than twenty-five (25) miles from the current job’s position in effect immediately prior to the Closing Date, (iii) unless otherwise agreed in writing by the Parties on the date hereof, at a salary whether paid or wage level and with a bonus opportunity, benefits Confidential Treatment Requested (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xiunpaid) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites and other terms and conditions disability; provided that such offer of employment that are substantially comparable in the aggregate to the salary or wage level, bonus opportunity, benefits (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites, and other terms and conditions that such Scheduled Employee was entitled to receive immediately prior to the date of this Agreement and (iv) requiring such employee to accept or decline such offer within ten (10) AS&O Business Days after receiving such offer. The Seller has provided the Buyer the information set forth in clauses (i), (ii) and (iii). Notwithstanding the foregoing, following the Closing Date, the Buyer or one of its Affiliates shall provide each New Buyer Employee, as of the Closing Date, with compensation and benefits (including incentive and equity-based compensation, but excluding any defined benefit pension or retiree medical or other retiree welfare benefits) at least as favorable as the compensation and benefits provided to similarly-situated employees of the Buyer and its Affiliates as of the Closing Date. The Buyer or its Affiliates will condition the offers to each Canadian Employee on such employee’s resigning in a manner that does not impose severance obligations on the Canadian Subsidiary nor trigger any rights to statutory or other benefits. The obligation of the Buyer to provide, or cause to provide, the conditions of employment relating to pay and employee benefits in accordance with this Section 9.1 shall continue for a period ending not earlier than one (1) year following the Closing Date. The Buyer shall provide a list to the Seller twenty-one (21) Business Days following the date of this Agreement of all Scheduled Employees who have accepted offers of employment as of such date. For the avoidance of doubt, all provisions relating to severance benefits to be paid with respect to New Buyer Employees after the Closing Date shall be governed by the provisions of Section 9.3(d) of this Agreement.
(b) Notwithstanding any provision herein, any Scheduled Employee who is on short-term any leave of absence or disability leave as of the Closing Date shall not be effective (an “On-Leave i) unless such AS&O Business Employee”) will not become a New Buyer Employee until such time, if any, as such On-Leave other than an AS&O Business Employee has been approved to return to active employmentwho is on a military leave of absence, at which time such employee shall be offered continued employment (with any reasonable accommodation, as necessary) with the Buyer or one of its Affiliates, but only if such employee is able to return to active employment within nine 6 months after the Closing Date. If Date and when the On-Leave (ii) until GB Ltd. notifies Buyer that such AS&O Business Employee returns is able to return to active status (and has accepted the employment. Each AS&O Business Employee who accepts Buyer’s offer of employment from and actually commences employment with Buyer immediately after the Buyer Closing and its Affiliates), such On-Leave each AS&O Business Employee who is employed by an Acquired Company immediately prior to the Closing who remains so employed immediately after the Closing shall collectively be referred to herein as the “New Buyer Employees.” Sellers and their Affiliates (other than the Acquired Companies) shall be considered solely responsible for any severance, redundancy, long service, notice or garden leave pay or similar payments, contributions or benefits that may become payable to any AS&O Business Employee arising out of or in connection with the transactions contemplated by this Agreement, including those that may become payable to any AS&O Business Employee who does not become a New Buyer Employee and the On-Leave (whether because such AS&O Business Employee rejects an offer of employment made pursuant to this Section 10.6(b), refuses to transfer employment, challenges such transfer of employment or otherwise); provided that Buyer shall become eligible be solely responsible for coverage and any such severance, redundancy, long service, notice or garden leave pay or similar payments, contributions or benefits under all employee benefit plans or programs maintained by the Buyer or its Affiliates under the same terms and conditions that apply to other result from Buyer’s termination of a New Buyer Employees, effective as of such date of return and with service credit under Section 9.3(b) as though it referred to his or her date of return rather than Employee’s employment after the Closing DateClosing.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Integer Holdings Corp)
Offer of Employment; Continuation of Employment. (a) As soon as practicable (but not more than ten (10) Business Days) following the date of this Agreement, the Buyer shall, or shall cause Affiliate to, make an offer of employment effective as of the Closing Date to each individual designated as a Scheduled Employee on Schedule 9.1(b) (i) in the same job or position as in effect immediately prior to the Closing Date, (ii) at a worksite no more than twenty-five (25) miles from the current job’s position in effect immediately prior to the Closing Date, (iii) unless otherwise agreed in writing by the Parties on the date hereof, at a salary or wage level and with a bonus opportunity, benefits Confidential Treatment Requested (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites and other terms and conditions of employment that are substantially comparable in the aggregate to the salary or wage level, bonus opportunity, benefits (other than severance benefits, any benefits provided under any agreement excluded from Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits), perquisites, and other terms and conditions that such Scheduled Employee was entitled to receive immediately prior to the date of this Agreement and (iv) requiring such employee to accept or decline such offer within ten (10) Business Days after receiving such offer. The Seller has provided the Buyer the information set forth in clauses (i), (ii) and (iii). Notwithstanding the foregoing, following the Closing Date, the Buyer or one of its Affiliates shall provide each New Buyer Employee, as of the Closing Date, with compensation and benefits (including incentive and equity-based compensation, but excluding any defined benefit pension or retiree medical or other retiree welfare benefits) at least as favorable as the compensation and benefits provided to similarly-situated employees of the Buyer and its Affiliates as of the Closing Date. The Buyer or its Affiliates will condition the offers to each Canadian Employee on such employee’s resigning in a manner that does not impose severance obligations on the Canadian Subsidiary nor trigger any rights to statutory or other benefits. The obligation of the Buyer to provide, or cause to provide, the conditions of employment relating to pay and employee benefits in accordance with this Section 9.1 shall continue for a period ending not earlier than one (1) year following the Closing Date. The Buyer shall provide a list to the Seller twenty-one (21) Business Days following the date of this Agreement of all Scheduled Employees who have accepted offers of employment as of such date. For the avoidance of doubt, all provisions relating to severance benefits to be paid with respect to New Buyer Employees after the Closing Date shall be governed by the provisions of Section 9.3(d) of this Agreement.
(b) Notwithstanding any provision herein, any Scheduled Employee who is on short-term disability leave as of the Closing Date (an “On-Leave Business Employee”) will not become a New Buyer Employee until such time, if any, as such On-Leave Business Employee has been approved to return to active employment, at which time such employee shall be offered continued employment (with any reasonable accommodation, as necessary) with the Buyer or one of its Affiliates, but only if such employee is able to return to active employment within nine months after the Closing Date. If and when the On-Leave Business Employee returns to active status (and has accepted the offer of employment from the Buyer and its Affiliates), such On-Leave Business Employee shall be considered a New Buyer Employee and the On-Leave Business Employee shall become eligible for coverage and benefits under all employee benefit plans or programs maintained by the Buyer or its Affiliates under the same terms and conditions that apply to other New Buyer Employees, effective as of such date of return and with service credit under Section 9.3(b) as though it referred to his or her date of return rather than the Closing Date.
Appears in 1 contract
