Severance Policy and Other Agreements. (a) With -------------------------------------- respect to any officer who is covered by a severance policy separate from the standard severance policy for the Company's employees (which separate severance policy is described in the Company Letter), Parent shall maintain (or shall cause Sub to maintain) such separate policy as in effect as of the Effective Time until the first anniversary of the Effective Time, and, as to all other officers and employees, Parent shall maintain (or shall cause to be maintained) the Company's standard severance policy as in effect as of the Effective Time for a period of at least six months from the Effective Time.
(b) Parent shall honor or cause to be honored all severance agreements, employment agreements and death benefit agreements with the Company's officers and employees to the extent disclosed in the Company Letter.
(c) Parent and its subsidiaries shall, until the first anniversary of the Effective Time, provide reasonable and customary outplacement services ("Outplacement Services") to officers of the Company and its subsidiaries whose employment is terminated without cause, which Outplacement Services provided to such officer shall include one-on-one counseling and assistance.
Severance Policy and Other Agreements. (a) For a period of not less than twelve months from the consummation of the Offer, Parent shall maintain, and shall cause to be maintained by the Company, the Surviving Corporation and their Subsidiaries, for the benefit of the Retained Employees the Company's Severance Pay Plan as in effect as of the date hereof.
(b) Parent shall honor or cause to be honored by the Company, the Surviving Corporation and their Subsidiaries all Employment Agreements, copies of which have been made available by the Company to Parent, with the persons who are directors, officers and employees of the Company and its Subsidiaries (it being understood that nothing herein shall be deemed to mean that the Company, the Surviving Corporation and their Subsidiaries shall not be required to honor their obligations under any legally binding employment, bonus, severance, consulting, termination or non-competition agreement to which they are a party). Parent acknowledges and agrees that anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by, or any other amount resulting from compensation, benefits or any other remuneration provided by, Parent, the Company, the Surviving Corporation or any of their Subsidiaries to or for the benefit of any person employed by the Company or any of its Subsidiaries at any time before the consummation of the Offer (a "Payment") is or will be subject to the excise tax imposed by Section 4999 of the Code as a result of the consummation of the Offer or the Merger, or any interest or penalties or expenses (including any attorney fees or other professional expenses incurred in challenging the application of any such tax) are incurred by such person with respect to such excise tax (such excise tax, together with any such interest and penalties and expenses, are hereinafter collectively referred to as the "Excise Tax"), then such person shall be entitled to receive from Parent, the Company or the Surviving Corporation, and Parent shall cause the Company or the Surviving Corporation to make, an additional payment pursuant to the terms of the DEKALB Genetics Corporation Policy and Procedure Regarding Reimbursement of Employees for Parachute Payment Taxes and Expenses (the "Policy and Procedure"). Parent shall maintain, and shall cause to be maintained by the Company, the Surviving Corporation and their Subsidiaries such Policy and Procedure to the extent required pursuant to the terms ther...
Severance Policy and Other Agreements. Shire shall honor or ------------------------------------- cause to be honored all severance agreements and employment agreements with Xxxxxxx' directors, officers and employees.
Severance Policy and Other Agreements. Acquiror shall honor or cause to be honored all severance and retention agreements and employment agreements with the Company’s directors, officers and employees set forth in Section 6.15(a) of the Company Disclosure Schedule. The Company represents and warrants that it has provided to Acquiror true and complete copies of such agreements. Except as set forth in Section 6.15(b) of the Company Disclosure Schedule, the Company represents and warrants that it has taken all necessary action to ensure that no payments or amounts due will be in excess of applicable tax deductibility limits or will give rise to any excise taxes.
Severance Policy and Other Agreements. (a) With respect to any officer or employee who is covered by a severance policy or plan separate from the standard severance policy for the Company's employees (all of which separate severance policies or plans are incorporated in the terms of the employment agreements listed in item 6.12 of the Company Letter), the Surviving Corporation shall maintain (or shall cause to be maintained) such separate policy or plan as in effect as of the date hereof, and, as to all other officers and employees, the Surviving Corporation shall maintain (or shall cause to be maintained) the Company's standard severance policy as in effect as of the date hereof until at least December 31, 1997; provided, however, that with respect to any severance policy maintained pursuant to any statutory requirement, such policy shall continue to be maintained in compliance with the applicable statute.
(b) The Surviving Corporation shall honor or cause to be honored all severance agreements and employment agreements with the Company's directors, officers and employees to the extent disclosed in item 6.12 of the Company Letter (it being understood that nothing herein shall be deemed to mean that the Company shall not be required to honor its obligations under any severance agreement or employment agreement to which it is a party).
(c) The Company shall furnish to Parent as soon as practicable, but in no event later than two days after the date hereof, a listing which specifies as of July 18, 1997 the maximum number of shares of Common Stock covered by Company Stock Options with an exercise price of less than $25.00 per share and the average exercise price for such Company Stock Options.
Severance Policy and Other Agreements. Except as contemplated by Section 7.3(g), Acquiror shall honor or cause to be honored all severance and retention agreements and employment agreements with the Company's directors, officers and employees set forth on Schedule 6.6. The Company represents and warrants that it has provided to Acquiror true and complete copies of such agreements.
Severance Policy and Other Agreements. (a) With respect to any current officer or employee who is covered by a severance policy or plan separate from the standard severance policy for the Company's employees, (and who continue as an officer or employee of Purchaser after the Closing Date) the Purchaser shall maintain or cause to be maintained such separate policy or plan as in effect as of the date hereof, and as to all other officers and employees, Purchaser shall maintain or cause to be maintained the Company's standard severance policy as in effect as of the date hereof for a period of at least 12 months from the Closing Date.
(b) Except in respect to the severance obligations described in Section 9.02(a) of the Disclosure Schedule which obligations shall be that of the Seller, Purchaser shall honor or cause to be honored all monetary obligations under severance agreements and employment agreements with the Company's directors, officers and employees incurred after the Closing Date arising from termination of employment of such directors, officers or employees after the Closing Date. Purchaser shall have no obligation for any such obligations arising prior to the Closing Date.
Severance Policy and Other Agreements. With respect to any salaried officer or employee (other than hourly employees or employees covered by collective bargaining agreements) who is covered by a severance policy or plan separate from the standard severance policy for employees of the Company or any Company Subsidiary, Purchaser shall maintain or cause to be maintained such separate policy or plan as in effect as of the date hereof, and as to all other officers and employees (other than hourly employees or employees covered by collective bargaining agreements), Purchaser shall maintain or cause to be maintained the Company's or Company Subsidiary's, as applicable, standard severance policy as in effect as of the date hereof for a period of at least twelve months from the Closing Date.
Severance Policy and Other Agreements. (a) Purchaser shall maintain or cause to be maintained in effect the severance policy of the Company and Pharma as disclosed to Purchaser for a period of six (6) months from the Effective Time with respect to employees of the Company or Pharma who become employees of Purchaser and its Affiliates immediately following the Effective Time.
(b) Following the Closing, Purchaser shall honor or cause its Affiliates to honor all severance agreements and employment Contracts with the directors, officers and employees of the Company and Pharma as disclosed in the Company Disclosure Schedule and as in effect immediately prior to the Closing Date.
Severance Policy and Other Agreements. With respect to any officer or employee who is covered by a severance policy or plan, Buyer shall maintain or cause to be maintained such policy or plan as in effect as of the date hereof. Buyer shall honor or cause to be honored all severance agreements and employment agreements with the Company's directors, officers and employees.
