Common use of Other Employee Matters Clause in Contracts

Other Employee Matters. (a) Notwithstanding the provisions of Section 1.4 hereof, Seller shall pay and be solely responsible for, and shall defend, indemnify and hold Buyer and Citizens harmless with respect to, all amounts payable and other obligations to Employees or others under: (i) Citizens Power's Employee Phantom Unit Option Plan, any Employee Phantom Unit Option Plan Option Agreement pursuant thereto or any Equity Payment Agreement related thereto; (ii) P&L's 1998 Stock Purchase and Option Plan, or any Common Stock Issuance Agreement, Common Stock Ownership Agreement, Non-Qualified Stock Option Agreement, Incentive Stock Option Agreement, Stock Purchase Agreement, or any other agreement with Seller pursuant thereto; (iii) the Citizens Power FY00 Incentive Plan, and any Annual Incentive Award or other bonus compensation payable under any Employment Agreement or otherwise for the period prior to Closing, except to the extent accrued in the Final Calculation of Net Book Value; and (iv) any employee benefit plan, if any, not listed on Schedule 3.14 hereto, including The Energy Group Long Term Incentive Plan. (b) Seller shall pay (or, prior to the Closing, cause Citizens to pay) to each Employee who is not a Retained Employee (including all Excluded Employees) all salaries and benefits (including the arrangements, plans and programs set forth in Schedule 3.14 hereto) accrued on behalf of such Employee (or attributable to expenses properly incurred by that Employee) as of the Closing Date. Seller agrees to be responsible for all liabilities and obligations whatsoever in connection with claims made by or on behalf of any such Employee in respect of salary, wages, bonuses and benefits, and all other amounts, if any, that may be payable to such employees by Seller or Citizens pursuant to the terms of any applicable Regulation or agreement, as well as any severance pay, salary continuation, group health care continuation coverage, and similar obligations relating to the cessation of any such person's employment with Citizens. Seller shall not be responsible for any such liabilities and obligations with respect to any Retained Employee, except for any liabilities and obligations accrued as of the Closing Date. (c) Buyer shall not assume or otherwise incur liability for, and nothing in this Agreement shall be construed or interpreted to mean that Buyer is assuming or has assumed, any obligation or liability relating to or arising out of any Employee's employment with, or the cessation of any Employee's employment with, Citizens. No provision in this Agreement is intended to or shall confer any rights, whether to employment, compensation, benefits or otherwise, to any Employee.

Other Employee Matters. (a) Notwithstanding Except as specifically provided in this Section 8.3, as of the provisions Effective Time, the Affected Employees shall become eligible to participate in the employee benefit plans of Section 1.4 hereofAirTouch then existing on the same terms as applicable to similarly situated employees of AirTouch. For purposes of determining eligibility to participate, Seller shall pay and be solely responsible forvesting, benefit eligibility, and benefit accrual, AirTouch shall defend, indemnify recognize service of each Affected Employee with U S WEST and hold Buyer its pre-Merger ERISA Affiliates before the Effective Time as though such service were service with AirTouch and Citizens harmless with respect to, all amounts payable and other obligations to Employees or others under: (i) Citizens Power's Employee Phantom Unit Option Plan, any Employee Phantom Unit Option Plan Option Agreement pursuant thereto or any Equity Payment Agreement related thereto; (ii) P&L's 1998 Stock Purchase and Option Plan, or any Common Stock Issuance Agreement, Common Stock Ownership Agreement, Non-Qualified Stock Option Agreement, Incentive Stock Option Agreement, Stock Purchase Agreement, or any other agreement with Seller pursuant thereto; (iii) the Citizens Power FY00 Incentive Plan, and any Annual Incentive Award or other bonus compensation payable under any Employment Agreement or otherwise for the period prior to Closing, except to the extent accrued in the Final Calculation of Net Book Value; and (iv) any employee benefit plan, if any, not listed on Schedule 3.14 hereto, including The Energy Group Long Term Incentive Planits ERISA Affiliates. (b) Seller 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 pay amend the U S WEST Pension Plan (or, prior to the Closing, cause Citizens to pay"U S WEST Pension Plan") to each Employee who is not a Retained Employee provide for the transfer of all liability for the accrued benefits of Affected Employees (including all Excluded other than PCS Employees) all salaries and benefits (including the arrangements, plans and programs set forth in Schedule 3.14 hereto) accrued on behalf of such Employee (or attributable to expenses properly incurred by that Employee) as of the Closing Date. Seller agrees Effective Time (the "Transferred Benefit Liabilities") and cash equal to be responsible for all the present value of such liabilities and obligations whatsoever in connection with claims made by or on behalf of any such Employee in respect of salary, wages, bonuses and benefits("Transferred Benefit Assets"), and all other amounts(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, if any, that may be payable U S WEST shall cause the U S WEST Pension Plan to such employees by Seller or Citizens pursuant transfer additional assets to the terms of any applicable Regulation or agreement, as well as any severance pay, salary continuation, group health care continuation coverage, and similar obligations relating AirTouch Pension Plan sufficient to the cessation of any such person's employment with Citizens. Seller shall not be responsible for any such liabilities and obligations fund a lump sum payment option with respect to any Retained Employee, except for any liabilities and obligations accrued as 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 Closing Dateactuarial 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) Buyer In connection with the transfer described in Section 8.3(b), AirTouch shall not assume or otherwise incur liability for, and nothing in this Agreement shall be construed or interpreted to mean that Buyer is assuming or has assumed, any obligation or liability relating to or arising out of any Employee's employment with, or amend the cessation of any Employee's employment with, Citizens. No provision in this Agreement is intended to or shall confer any rights, whether to employment, compensation, benefits or otherwise, to any Employee.AirTouch Pension Plan to