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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Envestnet, 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 of immediately prior to the Closing, including those on vacation, military leave, leave of absence (whether paid or unpaid) or disability; provided that such offer of employment to any AS&O Business Employee who is on Schedule 9.1(b) any leave of absence or disability shall not be effective (i) in unless such AS&O Business Employee, other than an AS&O Business Employee who is on a military leave of absence, is able to return to active employment within 6 months after the same job or position as in effect Closing Date and (ii) until GB Ltd. notifies Buyer that such AS&O Business Employee is able to return to active employment. Each AS&O Business Employee who accepts Buyer’s offer of employment and actually commences employment with Buyer immediately after the Closing and each AS&O Business Employee who is employed by an Acquired Company 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 who remains so employed immediately prior to after the Closing Date, (iii) unless otherwise agreed in writing by shall collectively be referred to herein as the Parties on the date hereof, at a salary or wage level “New Buyer Employees.” Sellers and with a bonus opportunity, benefits Confidential Treatment Requested their Affiliates (other than severance benefitsthe Acquired Companies) shall be 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 benefits provided under 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 agreement excluded from AS&O Business Employee who does not become a New Buyer Employee (whether because such AS&O Business Employee rejects an offer of employment made pursuant to this Section 2.9(a)(xi) or any defined benefit pension or retiree medical or other retiree welfare benefits10.6(b), perquisites and other terms and conditions refuses to transfer employment, challenges such transfer of employment or otherwise); provided that are substantially comparable in the aggregate to the salary Buyer shall be solely responsible for any such severance, redundancy, long service, notice or wage levelgarden leave pay or similar payments, bonus opportunity, contributions or benefits (other than severance benefits, any benefits provided under any agreement excluded that result 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 Buyer’s termination 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 a 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 AgreementClosing.
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 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 of the Closing Date. The Buyer shall provide a list Date (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 “New Buyer Employee.” Except as provided by Seller twenty-one (21) Business Days following the date of this Agreement of to Buyer on a separate schedule 9.3(c), Seller retains 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 Liabilities with respect to New Buyer compensation and benefits owed to the Business Employees after for pre-Closing employment and shall satisfy any obligations in connection with any severance or similar compensation owed to any Business Employee due to the Closing Date consummation of the transactions contemplated hereby, either alone or in connection with another event. Nothing herein shall be governed by establish, modify or amend any Business Benefit Plan, or the provisions terms and conditions of Section 9.3(d) employment applicable to a Business Employee, or change the at-will status of this Agreementany Business Employee.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Merrimack Pharmaceuticals Inc)
Offer of Employment; Continuation of Employment. Except (ax) As soon where a Business Employee’s employment transfers automatically to the Buyer or its Affiliates as practicable a result of the transactions contemplated by this Agreement, whether pursuant to applicable Law or as a result of the transfer to the Buyer of the Transferred Equity Interests (but including, for the avoidance of doubt, any Business Employees who remain employed by any of the Transferred Entities as of the Closing), or (y) as otherwise provided in this Section 9.01 with respect to an Employee on Disability Leave, the Buyer shall offer, or cause one of its Affiliates to offer, to each individual who, immediately prior to the Closing, is a Business Employee, other than any Employee on Disability Leave (each such Business Employee, an “Active Business Employee”), employment as of the Closing on terms and conditions substantially similar (save in respect of any salary, wages, cash incentives and, subject to Section 9.01(c), cash bonus schemes, which shall be on terms no less favorable, provided that nothing in this Section 9.01(a) nor in this Agreement more generally shall, subject to compliance with applicable Law (including to avoid triggering redundancy, severance, termination or similar entitlements under TUPE) otherwise prevent the Buyer (and/or its Affiliates) from extending, amending and/or replacing the targets and other metrics against which bonus schemes are measured following April 30, 2024, which shall be for the sole discretion of the Buyer and its Affiliates), considered on an overall basis, when compared with the individual’s terms and conditions of employment with the Seller and its Affiliates immediately before the Closing Date (and, without limiting the foregoing, on such terms and conditions that satisfy all requirements of applicable Law, including being sufficient to avoid triggering redundancy, severance, termination or similar requirements under TUPE). For purposes of this Agreement, any Business Employee who is not more than ten actively at work on the Closing Date due to a leave of absence (10including due to short-term disability, short-term leave, educational leave, vacation, holiday, sick leave, family leave, workers’ compensation, maternity (whether or not on short-term disability leave) Business Daysor paternity leave, military leave, jury duty, bereavement leave or injury leave) following in compliance with the applicable policies of the Selling Parties and/or the Transferred Entities in force as at the date of this Agreement, as applicable, other than any Employee on Disability Leave, shall be considered an Active Business Employee. Effective on the date on which an Employee on Disability Leave presents himself or herself to the Buyer and its Affiliates for active employment within twelve (12) months following the Closing Date or within any longer period of time as required by applicable Law, the Buyer shall, or shall cause Affiliate its Affiliates to, make an offer of employment to such Employee on Disability Leave. All offers of employment made by the Buyer or its Affiliates to the Business Employees shall be written and be made no later than fifteen (15) days prior to the Closing Date (other than with respect to Employees on Disability Leave which date of such offer is as provided for above, or with respect to any Business Employee provided by Seller for the first time on a revised list under Section 9.01(n), which offer shall be made as soon as practicable) and shall (i) subject to the other terms of this Section 9.01, be on the terms and conditions set forth in Section 9.01(b) (assuming for purposes of this covenant that the Business Employee is a Transferred Employee) and (ii) set forth other terms that satisfy all requirements of applicable Law (including to avoid triggering redundancy, severance, termination or similar entitlements under TUPE). Upon request, Buyer shall or shall cause one of its Affiliates to provide Seller copies of any such offer of employment provided pursuant to this Section 9.01. In the case of each Business Employee whose employment transfers to the Buyer or its Affiliates automatically under applicable Law upon the Closing or as a result of the transfer of Transferred Equity Interests to the Buyer and its Affiliates, 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 DateClosing, the Buyer shall, or one of shall cause its Affiliates shall provide each New Buyer Employeeto, as of the Closing Date, with compensation accept 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 continue 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.Business
Appears in 1 contract
Samples: Execution Version Stock and Asset Purchase Agreement (John Wiley & Sons, Inc.)
