Other Employee Matters Clause Samples

Other Employee Matters. Following the Closing Date, Buyer shall provide (a) to each Transferred Employee compensation (including salary or wages and incentive compensation opportunities (including those incentive compensation programs set forth on Disclosure Schedule 5.4 and, to the extent set forth on the ICS Business Closing Date Balance Sheet, any post-Closing bonus payments set forth on Disclosure Schedule 6.1(b)), as applicable), at least equal to those provided by Seller to such Transferred Employee immediately prior to the Closing, and (b) to Transferred Employees generally employee benefits (including severance) comparable, in the aggregate, to those provided by Buyer to similarly situated employees of Buyer (“Buyer Plans”, including, for avoidance of doubt, coverage under Buyer’s group health plan); provided, however, that all Transferred Employees, as a condition to being employed by Buyer after the Closing Date on the terms and conditions set forth herein, shall have completed and executed any and all pre-employment forms, agreements and applications generally required of Buyer’s newly hired employees. Without limiting the foregoing, Buyer shall take the following actions with respect to Transferred Employees under any Buyer Plan for which such employee may become eligible after the Closing: (A) waive any limitations regarding pre-existing conditions and eligibility waiting periods under any Buyer Plan on and after the Closing, to the extent such pre-existing condition or waiting period did not apply to the employee under a comparable plan of Seller immediately prior to the Closing, provided that with respect to any insured Benefit Plan, Buyer is able to obtain the consent of the applicable insurance company to such waiver without the payment of any additional cost, other than the standard premiums applicable for such coverage; (B) provide each Transferred Employee, to the extent commercially practicable, with credit for any payments toward out of pocket limits and deductibles paid prior to the Closing, for the calendar year in which the Closing occurs, in satisfying any applicable deductible or out-of-pocket requirements under any Buyer Plan; provided, however, that Seller or the Transferred Employee supplies the documentation required by the insurer to verify the amounts eligible for the credit; and (C) for eligibility and vesting purposes (but not benefit accruals) treat all service by the Transferred Employees with Seller before the Closing as service with Buyer an...

Other Employee Matters. (a) Except as specifically provided in this Section 8.3, as of the Effective Time, the Affected Employees shall become eligible to participate in the employee benefit plans of AirTouch then existing on the same terms as applicable to similarly situated employees of AirTouch. For purposes of determining eligibility to participate, vesting, benefit eligibility, and benefit accrual, AirTouch shall recognize service of each Affected Employee with U S WEST and its pre-Merger ERISA Affiliates before the Effective Time as though such service were service with AirTouch and its ERISA Affiliates. (b) Subject to compliance with Sections 8.3(c), 8.3(d) and 8.3(e), as soon as reasonably practicable after the Effective Time, (i) U S WEST shall amend the U S WEST Pension Plan (the "U S WEST Pension Plan") to provide for the transfer of all liability for the accrued benefits of Affected Employees (other than PCS Employees) as of the Effective Time (the "Transferred Benefit Liabilities") and cash equal to the present value of such liabilities ("Transferred Benefit Assets"), and (ii) AirTouch shall amend the AirTouch Employees Pension Plan (the "AirTouch Pension Plan") to accept the Transferred Benefit Liabilities and Transferred Benefit Assets. In addition, U S WEST shall cause the U S WEST Pension Plan to transfer additional assets to the AirTouch Pension Plan sufficient to fund a lump sum payment option with respect to the Transferred Benefit Liabilities. AirTouch shall cause the AirTouch Pension Plan to provide a lump sum payment option with respect to the transferred benefits. The Transferred Benefit Assets shall be calculated on the basis of the actuarial assumptions specified in Section 8.3(b) of the U S WEST Merger Disclosure Schedule. The Transferred Benefit Assets shall be adjusted from the Effective Time to the actual date of transfer for (i) interest at the rate specified in Section 8.3(b) of the U S WEST Merger Disclosure Schedule and (ii) benefit payments made during such interim period. (c) In connection with the transfer described in Section 8.3(b), AirTouch shall amend the AirTouch Pension Plan to

Other Employee Matters. Each Sono Employee will be treated as a terminated ---------------------- employee under any ATL plan; however, the committee administering the ATL Stock Option Plan has determined that each option to acquire ATL Common Stock granted to SONO Employees prior to the Distribution Date (as adjusted by the provisions of the Agreement) will continue to vest according to its original vesting schedule during the period the SONO Employee remains employed by SONO.

Other Employee Matters. (a) Buyer shall indemnify the Seller Indemnitees (as defined below) from and against any Losses (as defined below) that may be incurred by them (i) under the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local Law with respect to plant closing, layoff or relocation) arising at or after the Closing as a result of any action or omission of Newco, the Company or the Sold Subsidiaries occurring at or after the Closing or (ii) with respect to any obligation to provide notice, payment or any other benefit as a result of or arising out of any termination of employment of any employee of Newco, the Company or the Sold Subsidiaries at or after the Closing. (b) Effective as of and following the Closing Date, Buyer shall cause Newco, the Company and the Sold Subsidiaries, as applicable, to continue to honor all of their respective obligations and liabilities under the Collective Bargaining Agreements identified on Schedule 4.10.

Other Employee Matters. (a) The Company, Buyer, the administrator of the Compensation and Benefit Plans and the administrator of the employee benefits plans established by Buyer shall assist and cooperate with each other in providing each other with any records, documents or other information and access to personnel within its control or to which it has access that is reasonably requested by any other such party as necessary to the disposition, settlement or defense of any claim or to the implementation of the provisions of this Article IX.

Other Employee Matters. As of the Employment Effective Date, the Transitioned Employees shall be employees of Supplier for all purposes. Supplier shall be responsible for funding and distributing benefits under the benefit plans in which Transitioned Employees participate on or after the Transitioned Employee’s Employment Effective Date and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Transitioned Employees beginning on the Employment Effective Date. ABM shall be responsible for funding and distributing benefits under the ABM benefit plans in which Transitioned Employees participated prior to the Employment Effective Date and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Transitioned Employees for the period prior to the Employment Effective Date of such Transitioned Employee. ABM shall provide Supplier with such information in ABM’s possession reasonably requested by Supplier in order to fulfill its obligations under this Article 8.

Other Employee Matters. COMPENSATION (W.C.).

Other Employee Matters. (i) Notwithstanding anything to the contrary in this Agreement, (x) no provision of this Agreement shall be enforceable by any Business Employee, (y) no Business Employee shall be a third party beneficiary (Vertrag (mit Schutzwirkung) zugunsten Dritter) under any provision of this Agreement, and (z) unless explicitly provided otherwise in this Agreement, no provision of this Agreement shall require continued employment of any Business Employee following the Closing, with each such Business Employee being subject to termination at any time after the Closing at the discretion of the employer thereof to the extent permissible under the relevant jurisdiction. (ii) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate and provide each other with information and support to the extent reasonably necessary and requested in order to defend themselves and/or the respective other parties against any claims, disputes and/or litigation raised or initiated by (y) any Transferred Employee alleging that his/her employment relationship has not been validly transferred from Seller or a Subsidiary to Buyer or a Buyer Designee in consummation of this Agreement; or (z) any German Alleged Employee To Be Transferred by Law (or any Business Employee from any other country) alleging that his/her employment relationship has been validly transferred by operation of law from Seller or a Subsidiary to Buyer or a Buyer Designee in consummation of this Agreement.

Other Employee Matters. 77 ARTICLE X Conditions