Purchaser Benefit Plans. (a) From the Closing Date through the first anniversary of the Closing Date, except as may be required by applicable Law or otherwise set forth herein, Purchaser shall provide Purchaser Employees with a level of aggregate employee benefits and compensation that is substantially comparable in the aggregate to the aggregate employee benefits and compensation provided to the Purchaser Employees as of immediately prior to the Closing taking into account all information provided, or made available in the Data Room, by Seller in respect of the Employee Benefit Plans (other than equity-based Employee Benefit Plans). Notwithstanding anything to the contrary in this Section 6.02, effective as of January 1, 2008, Purchaser shall make available to each Purchaser Employee group health coverage that is comparable to the group health coverage made available to the Purchaser Employees immediately prior to the Closing; provided further, that Purchaser shall directly reimburse each Purchaser Employee for (i) any COBRA premium such Purchaser Employee pays to continue group health coverage under a Seller Group Health Plan during the period between the Closing Date and December 31, 2007, less (ii) the monthly amount such Purchaser Employee paid for group health coverage under the applicable Seller Group Health Plan immediately prior to the Closing Date. Seller understands and agrees that Purchaser’s flexible spending plan shall not be effective until January 1, 2008.
(b) Purchaser shall cause each plan or program maintained by Purchaser or any of its Affiliates in which a Purchaser Employee will become eligible to participate after the Closing Date in connection with the transactions contemplated by this Agreement to recognize all service of the Purchaser Employees with Seller for purposes of eligibility and vesting and, only with respect to any unused vacation, sick leave or personal days credited by Purchaser pursuant to Section 6.01(c) (but for no other plan or program), benefit accrual.
Purchaser Benefit Plans. (i) Purchaser or one of its affiliates shall recognize all service of the Transferred Employees with the Sellers or any of their affiliates, only for purposes of eligibility to participate and vesting in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by Purchaser or one of its affiliates after the Closing Date and in determining the amount of benefits under any applicable sick leave, vacation, severance or other welfare plan. Purchaser will, or will cause one of its affiliates to, cover as of the Closing each Transferred Employee, enrolled in a Seller group health plan or a Southern Entities group health plan immediately prior to the Closing Date, under a group health plan and waive any preexisting condition limitations applicable to such Transferred Employees under any group health plan made available to them, and Purchaser will, or will cause one of its affiliates to, take all action necessary to ensure that such Transferred Employees are given full credit for all co-payments and deductibles incurred under any group health plan of a Seller or a Seller’s Subsidiary for the plan year that includes the Closing Date.
(ii) With respect to each Transferred Employee who participates in the Eckerd 401(k) Savings Plan and who, pursuant to an elective transfer within the meaning of Treasury Regulation Section 1.411(d)-4, Q&A 3(b), elects to transfer his or her vested account balance in such Plan to a defined contribution plan of Purchaser or one of its affiliates, Eckerd will cause the trustee of the Eckerd 401(k) Savings Plan to transfer to the trustee of the defined contribution plan of Purchaser or its affiliate the account balance of such Transferred Employee, and Purchaser will cause the trustee of such defined contribution plan to accept such transfer; provided that this sub-paragraph (ii) shall not apply to (A) any account balance to which Code Sections 401(a)(11) or 417 apply or (B) any account balance that, at the time of transfer, is invested in Parent’s company stock fund.
Purchaser Benefit Plans. (a) Neither Purchaser nor any of its Subsidiaries (i) has withdrawn at any time within the preceding six (6) years from any multiemployer plan, or incurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) has any actual or potential Liability with respect to a “defined benefit plan” as defined in Section 3(35) of ERISA, or a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, except to the extent such Liability could not reasonably be expected to result in a Purchaser Material Adverse Effect.
(b) With respect to each Purchaser Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter (or opinion letters in the case of any prototype plans) from the IRS that it is so qualified and that its trust is exempt from tax under Section 501(a) of the Code, and to the Knowledge of Purchaser nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code, except to the extent such Liability, penalty, or tax could not reasonably be expected to result in a Purchaser Material Adverse Effect.
(c) There are no pending or, to the Knowledge of Purchaser, threatened actions, claims or lawsuits against or relating to Purchaser Benefit Plans (other than routine benefits claims) that could reasonably be expected to result (whether individually or in the aggregate) in a Purchaser Material Adverse Effect.
(d) Each Purchaser Benefit Plan has been established, administered and funded in compliance with its terms and the applicable provisions of ERISA, the Code and other applicable Laws, except where non-compliance could not reasonably be expected to result (whether individually or in the aggregate) in material Liability to Purchaser or any of its Subsidiaries.
(e) Except as could not reasonably be expected to result (whether individually or in the aggregate) in a Purchaser Material Adverse Effect, neither the execution and delivery of this Agreement or the Statutory Merger Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with any other event) (i) result in a...
Purchaser Benefit Plans. The Purchaser or one of its Affiliates will recognize all years of service of the Transferred Employees with the Sellers (or their predecessors) or any of their Affiliates, only for purposes of eligibility to participate in and to vest under those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by the Purchaser or one of its Affiliates immediately after the Closing Date. The Purchaser shall cause all pre-existing condition exclusions under any medical and dental plans ("Purchaser's Health Plans") made available by the Purchaser to Transferred Employees to be waived in respect of such employees and dependents, but only to the extent Sellers' medical and dental plans recognize such Transferred Employees and their dependents as having satisfied any pre- existing conditions exclusion under Sellers' medical and dental plans.
Purchaser Benefit Plans. Effective as of the Closing Date, the Purchaser shall make available to the Continuing Employees the employee benefit plan(s) maintained by Whole Foods Market for its Team Members (the "WFM Plans") in accordance with their terms. To the extent permitted by the terms of the WFM Plans, the Purchaser will (i) waive all deductibles, waiting periods and limitations with respect to pre-existing conditions and other conditions applicable to employees of the Company under the WFM Plans, and (ii) grant full past service credit (including credit for eligibility, benefit accrual and for vesting) to the Continuing Employees for service with the Company under any and all of the WFM Plans, including but not limited to bonus, severance, and similar employment policies. Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will entitle any employee, including but not limited to, Continuing Employees, to any other severance benefits nor will it accelerate compensation due any such Continuing Employee as of the Closing Date. The Purchaser will further credit each Continuing Employee with the accrued vacation and sick time owing to such Continuing Employee by the Company as of the Closing Date, provided that the same has been recorded in either the general ledger or payroll records of the Company in accordance with good business practice and on a basis consistent with prior periods. Subject to the foregoing, the Purchaser shall have the right in the good faith exercise of operations and managerial discretion to make changes or cause changes to be made after the Closing Date in compensation, benefits and other terms of employment and to terminate any such employee.
Purchaser Benefit Plans. For a period of at least one year following the Lease Expiration Date, the Employees, so long as employed by Purchaser, shall receive compensation and employee benefits that provide at least a substantially comparable aggregate value to the compensation provided by Seller, and those benefits provided under the GE Employee Plans in effect immediately prior to the Closing Date. The parties acknowledge that the compensation and the benefits set forth in this Section 6.2.1 (inclusive of the 5.8% increase in the salary and wages referred to above) and in Exhibit 5.6 are substantially comparable in the aggregate to the level of compensation and benefits that Employees had prior to the Closing Date.
Purchaser Benefit Plans. Purchaser shall use its best efforts to provide that employees of the Company receive credit for time of their service as employees of Company, unless expressly prohibited by law, in all existing benefits plans or future benefits plans adopted by Purchaser. A listing of all bonus and benefits plans currently offered by Purchaser for its employees is appended hereto as Schedule 6.3(c).
Purchaser Benefit Plans. Following the Closing Date, Transferred US Employees will be eligible to participate, to the same extent as similarly situated Purchaser employees, in Purchaser's "employee benefit plans" as defined in Section 3(3) of ERISA or other plans, arrangements or agreements providing benefits to employees (or to any dependent or beneficiary thereof) of Purchaser, including without limitation, all vacation, holiday, cafeteria, medical, disability, stock purchase, policies, programs, practices or arrangements (each a "Purchaser Benefit Plan"). Transferred US Employees shall, as soon as administratively feasible after the Closing Date, be enrolled in the Purchaser Benefit Plans, and until such enrollment date, shall continue to participate in Sellers' Welfare Benefit Plans to the extent, if any, as provided in Section 5.2.5(a). The Purchaser Benefit Plans shall (i) credit all service with Sellers for purposes of eligibility and participation; (ii) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement; (iii) credit all payments made by a Transferred US Employee for healthcare expenses during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits, but only to the extent such Transferred US Employee provides written evidence of such payments. In addition, Transferred US Employees shall be eligible, in the same manner as Purchaser's similarly situated employees, for option grants under Purchaser's employee stock option plans, as approved from time to time in the discretion of Purchaser's Board of Directors, or a committee thereof, and subject to the terms and conditions of such plans.
Purchaser Benefit Plans. Purchaser will provide the same terms as those provided in the Seller Plans listed below:
Purchaser Benefit Plans. 64 5.8. EMPLOYEE INFORMATION; COOPERATION IN ESTABLISHING PURCHASER BENEFIT PLANS....................65 5.9 WRONGFUL ACTS................................................................................65 5.10. PROVISIONS REGARDING PURCHASER'S AGREEMENTS, BENEFIT PLANS AND POLICIES.....................65 5.11. GRIEVANCES .................................................................................65 5.12.
