Common use of Post-Closing Employment Matters Clause in Contracts

Post-Closing Employment Matters. Subject to Section 7.11(e), Parent covenants as follows: (a) From the Closing Date until its second anniversary, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each active employee of the Company or its Subsidiaries as of the Effective Time (each, an “Employee”) with salary, bonus opportunities, incentive compensation opportunities and employee benefits no less favorable in the aggregate to such Employee than the employee benefits generally provided by Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) from time to time to employees of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) in the country that is such Employee’s principal place of employment who are similarly situated to such Employee in title, rank, tenure and job duties. Nothing in this Section 7.11 shall be deemed to prohibit Parent from, at any time after the Effective Time, changing the title, rank or job duties of any Employee. (b) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable law, with respect to each Parent Benefit Plan in which any Employee will participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, recognize all service of the Employees with the Company or any of its Subsidiaries, as the case may be, for purposes of eligibility, participation and vesting and, in the case of any Parent Benefit Plan that provides vacation benefits or any other form of paid time-off benefits, for purposes of benefit accrual, in each case subject to the terms of the applicable Parent Benefit Plan and applicable Law. (c) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable law, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Employees under any Parent Benefit Plan that is a welfare benefit plan in which such Employees may be eligible to participate after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such Employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Employees immediately prior to the Closing Date and (ii) provide each Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any Parent Benefit Plans that are welfare plans in which such Employees are eligible to participate in after the Closing Date, in each case subject to the terms of the applicable Parent Benefit Plan and applicable Law. (d) If any Employee is terminated from employment by Parent, the Surviving Corporation or any of its Subsidiaries on or after the Closing Date and before the first anniversary of the Closing Date, such Employee shall be entitled to receive the same severance benefits as are provided by the then-prevailing severance policies of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) to employees who are similarly situated to such Employee in title, rank, tenure and job duties. (e) Nothing contained in this Section 7.11 shall (1) be treated as an amendment of any particular Parent Benefit Plan, (2) give any third party any right to enforce or confer upon the applicability of the provisions of this Section 7.11 or (3) obligate Parent or any of its Subsidiaries to (A) maintain any particular Company Benefit Plan or Parent Benefit Plan or (B) retain the employment of any particular Employee.

Post-Closing Employment Matters. Subject to Section 7.11(e7.10(e), Parent covenants as follows: (a) From the Closing Date until its second first (1st) anniversary, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide each active employee of the Company or its Subsidiaries as of the Effective Time (each, an “Employee”) with salary, bonus opportunities, incentive benefits and compensation opportunities and employee benefits no less favorable that are substantially comparable in the aggregate to such Employee than the employee benefits generally and compensation, excluding equity and equity-based incentive plans and individual agreements, that are provided by Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) from time Company to time the Employee immediately prior to employees the date of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) in the country that is such Employee’s principal place of employment who are similarly situated to such Employee in title, rank, tenure and job dutiesthis Agreement. Nothing in this Section 7.11 7.10 shall be deemed to prohibit Parent from, at any time after the Effective Time, changing the title, rank or job duties of any Employee or from terminating any Employee. (b) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable lawLaw, with respect to each Parent Benefit Plan in which any Employee will participate after the Closing Date, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, recognize all service of the Employees with the Company or any of its Subsidiaries, as the case may be, for purposes of eligibility, participation eligibility to participate and vesting and, only in the case of any Parent Benefit Plan that provides vacation benefits or any other form of paid time-off benefits, for purposes of benefit accrual, in each case subject under any such Parent Benefit Plan, but only to the terms of extent such service was recognized under a similar Company Employee Plan immediately prior to the applicable Parent Benefit Plan and applicable LawClosing Date. (c) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable lawLaw, Parent shallshall use commercially reasonable efforts to, or shall and cause the Surviving Corporation and its Subsidiaries to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Employees under any Parent Benefit Plan that is a welfare benefit plan in which such Employees may be eligible to participate after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such Employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Employees immediately prior to the Closing Date and (ii) provide each Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any Parent Benefit Plans that are welfare plans in which such Employees are eligible to participate in after the Closing Date, in each case subject to the terms of the applicable Parent Benefit Plan cases (i) and applicable Law(ii) above, without duplication of benefits. (d) If any Employee is terminated from employment by Parent, the Surviving Corporation or any of its Subsidiaries on or after the Closing Date and before the first anniversary of the Closing Date, such Employee shall be entitled eligible to receive the same severance benefits as are comparable to those that would have been provided by the then-prevailing severance policies of Parent Company or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) to employees who are similarly situated to such Employee under the terms of any generally applicable severance policy of the Company or its Subsidiaries in title, rank, tenure and job dutieseffect immediately prior to the date of this Agreement. (e) Nothing contained in this Section 7.11 7.10 shall (1i) be treated as an amendment of any particular Parent Benefit Plan, (2) give any third party any right to enforce or confer upon the applicability of the provisions of this Section 7.11 or (3ii) obligate Parent or any of its Subsidiaries to (A) maintain any particular Company Benefit Employee Plan or Parent Benefit Plan Plan, other than as set forth in Section 7.10 of the Company Disclosure Schedule or (B) retain the employment of any particular EmployeeEmployee or (iii) create any third party beneficiary rights in any Person, including any current or former Company Person.

Post-Closing Employment Matters. Subject to Section 7.11(e), Parent covenants as follows: (a) From Immediately prior to the Closing Date until its second anniversaryDate, Parent shallKCAP shall terminate, or cause to be terminated, the employment of each active KCAP Employee. As promptly as practicable (but no later than 30 days) following the date hereof, BCP shall deliver to KCAP a schedule setting forth the name of each KCAP Employee it intends to make an offer of employment to. During the Interim Period, BCP shall use reasonable best efforts to cause one of its Affiliates, not later than five days prior to the Surviving Corporation Closing, to offer employment, commencing as of and contingent upon the Closing, to each KCAP Employee set forth on such schedule (each such KCAP Employee who accepts such an offer of employment, a “Continuing Company Employee”); provided that such offer of employment shall be contingent upon the applicable KCAP Employee agreeing to waive any severance compensation or benefits such KCAP Employee would be entitled to under any KCAP Benefit Plan, Contract or otherwise as a result of the KCAP Employee’s termination of employment with KCAP. KCAP shall take all actions reasonably necessary to assist BCP and its Subsidiaries toAffiliates in making the offers contemplated hereby (including commercially reasonable efforts to encourage KCAP Employees to accept such offers, provide each active employee which for the avoidance of doubt shall not require the Company payment of additional compensation). BCP shall keep KCAP reasonably informed of all offers and acceptances referred to above on a timely basis. All aspects of such position may be modified by BCP or its Subsidiaries as of the Effective Time (each, an “Employee”) with salary, bonus opportunities, incentive compensation opportunities and employee benefits no less favorable in the aggregate to such Employee than the employee benefits generally provided by Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) from time to time to employees of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) in the country that is such Employee’s principal place of employment who are similarly situated to such Employee in title, rank, tenure and job duties. Nothing in this Section 7.11 shall be deemed to prohibit Parent from, Affiliates at any time after the Effective TimeClosing. To the extent (x) a KCAP Employee (i) does not accept an offer of employment or waiver of severance compensation and benefits or (ii) does not receive an offer of employment from BCP (a KCAP Employee covered by clauses (i) or (ii), changing a “Non-Continuing Company Employee”) and (y) severance compensation or benefits are due and payable to such Non-Continuing Company Employee (including vacation, personal days, sick pay or other paid time off, benefits or benefit claims, severance or termination or indemnity pay (including any employer side Taxes or other payments related thereto), notice and benefits under all applicable Law), KCAP shall be liable for such costs and expenses (the titleaggregate amount of all such costs and expenses due to all Non-Continuing Company Employees, rank or job duties “KCAP Severance Benefits”). KCAP shall pay all such KCAP Severance Benefits to Non-Continuing Company Employees on the date immediately prior to the Closing Date in accordance with Section 7.4(a) of any Employeethe KCAP Disclosure Schedule. (b) Subject to the ability to do so under the terms For a period of each Parent Benefit Plan and applicable law, with respect to each Parent Benefit Plan in which any Employee will participate after twelve (12) months following the Closing Date, Parent shallwhile employed by BCP or its Affiliates, BCP or its Affiliates shall cause provide Continuing Company Employees with retirement, health and welfare benefits, in the Surviving Corporation aggregate, that are no less favorable than the employee benefits provided to current employees of BCP and its Subsidiaries toAffiliates of similar rank and pay grade; provided, recognize all service of the Employees with the Company or any of its Subsidiaries, as the case may be, that for purposes of eligibilitythis covenant, participation and vesting and, in the case of any Parent Benefit Plan that provides vacation benefits or any other form of paid time-off defined benefit pension benefits, for purposes of benefit accrualretiree medical benefits, stock options, other equity or equity-based, retention or change in each case subject to the terms of the applicable Parent Benefit Plan and control payments or awards shall be disregarded, except as otherwise required by applicable Law. (c) Subject to the ability to do so under the terms of each Parent Benefit Plan and applicable law, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with With respect to participation and coverage requirements applicable to the Employees under any Parent Benefit Plan that is a welfare BCP benefit plan in which such Employees may be eligible to participate after the Closing DateContinuing Company Employee will participate, other than limitations or waiting periods that are already in effect with respect to such Employees including for purposes of paid time off and that have not been satisfied severance, effective as of the Closing Date (but subject to any otherwise applicable right thereafter to amend or terminate the plan), BCP shall recognize, for vesting and eligibility purposes, and, in the case of severance and paid time-off, for accrual purposes (but, for the avoidance of doubt, not for purposes of any equity incentive plan and not for the purpose of benefit accruals under any welfare defined benefit plan maintained for the Employees immediately prior to the Closing Date and (ii) provide each Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any Parent Benefit Plans that are welfare plans in which such Employees are eligible to participate in after the Closing Dateplan), in each case subject to the terms all years of service of the applicable Parent Benefit Plan Continuing Company Employees with KCAP and applicable Lawits Subsidiaries as if such service were service with BCP. (d) If Following the date of this Agreement, KCAP and BCP shall reasonably cooperate and use good faith efforts in all matters reasonably necessary to effect the transactions contemplated by this Section 7.4, including exchanging information and data and making any Employee is terminated from employment by Parent, the Surviving Corporation or any of its Subsidiaries on or after the Closing Date and before the first anniversary of the Closing Date, such Employee shall be entitled to receive the same severance benefits as are provided by the then-prevailing severance policies of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) to employees who are similarly situated to such Employee in title, rank, tenure and job dutiesall required communications with KCAP Employees. (e) Nothing contained in this Section 7.11 shall (1) be treated as an amendment of any particular Parent Benefit Plan, (2) give any third party any right to enforce or confer upon the applicability of the The provisions of this Section 7.11 7.4 are for the sole benefit of the Parties and nothing herein, express or implied, is intended or shall be construed to confer upon or give to any Person (including any KCAP Employee), other than the Parties and their respective successors and permitted assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Section 7.4. Nothing contained herein, express or implied: (a) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement (including any KCAP Benefit Plan); (b) shall alter or limit BCP’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement; or (3c) obligate Parent is intended to confer upon any KCAP Employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of its Subsidiaries to (A) maintain any particular Company Benefit Plan or Parent Benefit Plan or (B) retain the employment of any particular Employeeemployment.