State Employee Health Plans Sample Clauses

State Employee Health Plans. (a) The plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and (2) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits. The State will provide the current State Employee's Wellness Program to all covered employees and retirees (but not dependents) enrolled in one (1) of the health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program.
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State Employee Health Plans. Until January 1, 2002, the State will maintain the following health insurance plans: (a) The State Employee Medical Benefit Plan (also known as the Choice Plus Plan); (b) Blue Cross/Blue Shield, a limited plan established under 3 VSA 631(b); (c) The MVP Health Plan, a health maintenance organization (HMO); and (d) The Vermont Health Plan (TVHP), a health maintenance organization (HMO); (e) The State may offer additional managed care health plan(s) as it deems appropriate during an open enrollment period. Effective January 1, 2002, the health care plans referenced in subsections 1(a), 1(c), and 1(d), above, shall be abolished and shall be replaced by four plan choices as set forth in the “Report and Exhibits of the November 2000 State of Vermont Labor-Management Health Care Study Committee” (dated December 8, 2000), from which each employee may choose. The new plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (2) a Preferred Provider Organization (PPO) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (3) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and (4) a Catastrophic plan with only the common wellness benefits. One single risk pool shall be created for all covered employees. The State will provide the current State Employee's Wellness Program to all covered employees and retirees (but not dependents) enrolled in one (1) of the four (4) health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program. Except as required to effectuate the health care plan changes referenced above, the provisions of Article 42 of the 1999-2001 Agreement shall be incorporated into this Agreement.
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State Employee Health Plans. (a) The plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (2) a Preferred Provider Organization (PPO) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (3) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and (4) a Catastrophic plan with only the common wellness benefits. One (1) single risk pool shall be created for all covered employees. The State will provide the current State Employee's Wellness Program to all covered employees and retirees (but not dependents) enrolled in one (1) of the four (4) health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program.
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State Employee Health Plans. (a) The plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (2) a Preferred Provider Organization (PPO) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (3) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and (4) a Catastrophic plan with only the common wellness benefits. One (1) single risk pool shall be created for all covered employees. On or before June 30, 2016, the State may, at its sole discretion, discontinue the Preferred Provider Organization (PPO) and/or the Catastrophic Plan health care plan options, provided that any such discontinuation can be effected without the State suffering the loss of grandfathered status for its other health care plans under the Patient Privacy and Affordable Care Act. The State will provide the current State Employee's Wellness Program to all covered employees and retirees (but not dependents) enrolled in one (1) of the health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program.
Sample 1
State Employee Health Plans. (a) The plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (2) a Preferred Provider Organization (PPO) plan w ith t he co mmon m ental heal th and substance abuse, prescription drug, vision, and wellness benefits; (3) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and (4) a Catastrophic plan with only the common wellness benefits. O ne single risk pool shall be created for all covered employees. The S xxxx will provide the cu rrent State Employee's Wellness Program t o al l co vered em ployees and retirees (but not dependents) enrolled in one (1) of the four (4) health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. T hese i nitiatives and o ptions, i f m utually-agreed t o by t he parties, will be incorporated into the Wellness Program.
Sample 1
State Employee Health Plans. 1. State Employee Health Plans: (a) The new plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (2) a Preferred Provider Organization (PPO) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (3) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and (4) a Catastrophic plan with only the common wellness benefits. One single risk pool shall be created for all covered employees. On or before June 30, 2016, the State may, at its sole discretion, discontinue the Preferred Provider Organization (PPO) and/or the Catastrophic Plan health care plan options, provided that any such discontinuation can be effected without the State suffering the loss of grandfathered status for its other health care plans under the Patient Privacy and Affordable Care Act. The State will provide the current State Employee's Wellness Program to all covered employees and retirees (but not dependents) enrolled in one of the health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program.
Sample 1
State Employee Health Plans. Until January 1, 2002, the State will maintain the following health insurance plans: (a) The State Employee Medical Benefit Plan (also known as the Choice Plus Plan); (b) Blue Cross/Blue Shield, a limited plan established under 3 VSA 631(b); (c) The MVP Health Plan, a health maintenance organization (HMO); and (d) The Vermont Health Plan (TVHP), a health maintenance organization (HMO); (e) The State may offer additional managed care health plan(s) as it deems appropriate during an open enrollment period. Employees receiving benefits pursuant to 3 VSA 631(b) shall not be covered by the negotiated benefits provided under the other State Employee Health Plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program. Except as required to effectuate the health care plan changes referenced above, the provisions of Article 49 of the 1999-2001 Agreement shall be incorporated into this Agreement.
Sample 1
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State Employee Health Plans. (a) The plans are as follows: (1) an Indemnity-type plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; (2) a Point of Service (POS) plan with the common mental health and substance abuse, prescription drug, vision, and wellness benefits; and The State will provide the current State Employee's Wellness Program to all covered employees and retirees (but not dependents) enrolled in one (1) of the health plans. The State and VSEA will continue to discuss and pursue Wellness initiatives and options that would enhance the current Wellness Program. These initiatives and options, if mutually-agreed to by the parties, will be incorporated into the Wellness Program. (b) Prescription Drugs. The prescription drug benefit for the Total Choice, Health Guard PPO (if applicable) and Select Care POS Plans shall implement the following. There shall be an initial deductible of twenty-five dollars ($25) per patient for each year. Commencing on January 1, 2019, the initial deductible will increase to fifty dollars ($50.00). As is currently the case, the State may select the Pharmacy Benefits Manager, who shall implement the terms of this section in accordance with its contract with the State. The Pharmacy Benefits Manager shall, in accordance with industry standards, categorize (and may subsequently recategorize) prescription drugs into three tiers: generic, preferred brand and non-preferred brand. There shall be a co-payment by the patient on each prescription of ten percent (10%) for generic drugs, twenty percent (20%) for preferred brands, and forty percent (40%) for non-preferred brands. If there is no effective generic or preferred alternative to it, the co-pay for non-preferred brands shall be twenty percent (20%). There shall be a maximum out-of-pocket for the patient, in addition to the deductible, of six hundred seventy-five dollars ($675.00), effective January 1, 2009, and seven hundred fifty dollars ($750) effective January 1, 2010. Co-payments made at the forty percent (40%) rate for non-preferred brands shall not be counted toward the maximum out-of-pocket limit (i.e., there shall be no maximum out-of-pocket limit for co-payments made at the forty percent (40%) rate for non- preferred brands). The maximum out-of-pocket shall apply to all co-payments made at the ten percent (10%) or twenty percent (20%) rate. The maximum out-of-pocket limit shall also apply to all co-payments made for Specialty drugs at the for...
Sample 1

Related to State Employee Health Plans

  • Health Plans A. The health plans offered and benefits provided by those plans shall be those recommended by the JLMBC, approved by the City Council, and administered by the Personnel Department in accordance with LAAC Section 4.

  • Health Plan An appropriately licensed entity that has entered into a contract with Subcontractor, either directly or indirectly, under which Subcontractor provides certain administrative services for Health Plan pursuant to the State Contract. For purposes of this Appendix, Health Plan refers to UnitedHealthcare Insurance Company.

  • TEACHER EMPLOYMENT 8.1. The Board agrees to employ only those teachers who hold at least a bachelors degree from an accredited college or university and are certifiable by the New Hampshire State Department of Education. This provision shall not apply in the instance where the availability of personnel is critical and an appropriate waiver is granted by the New Hampshire State Department of Education. 8.2 Teachers shall not be assigned outside the scope of their teacher certification and major or minor field of study except temporarily and for good cause. 8.3 For purposes of this Agreement, the period of service shall not be more than one hundred eighty-nine (189) days, including a maximum of 180 teaching days. Non- teaching days will include at least the following: Pre-School Year Faculty Meetings 1 Parent-Teacher Conferences 2 Teacher In-Service 3 Teacher Planning Days 2 Professional Development Day 1 Total Contract Days 9 The agenda for the Teacher Planning Days will be set by the teaching staff in each building, and shall be used for teachers to plan curriculum and/or curriculum development only. The Teacher Planning Days will be scheduled either immediately prior to the first day of school, during the school year, and/or after the last day of school, but no later than June 30. The Professional Development Day shall be scheduled in the fall and devoted to any activity that furthers the individual teacher’s Professional Growth Plan. Parent- Teacher Conferences will be scheduled to accommodate and meet the needs of parents. Two (2) weeks notice will be given for make-up days. Teachers new to the District may be required to report one extra day. 8.4 Teachers employed by the District will be given an individual contract (See Appendix C-1 and C-2 attached hereto) each year of their employment. The contract will include teaching assignment, years of service, continuing contract status and annual salary. Continuing contract status will be issued according to NH RSA 189:14-a. The notice of employment shall require that teachers certify they hold a valid New Hampshire certificate, license, or permit to teach. The Board agrees to reimburse for half of the State mandated recertification fee. The individual contract shall be subject to and consistent with the terms and conditions of this Agreement. 8.5 The workday shall begin for those teachers who have assigned duties at a time consistent with the individual schedules of each building. Those teachers who do not have duties before the start of the school day shall be required to report twenty (20) minutes prior to the first scheduled homeroom or class in their building each day. The workday for teachers will end at such time as necessary to carry out their professional duties including, but not limited to, faculty meetings, conferences with parents or students, extra help, open house, or conferences with administrators as required. Such meetings shall be of reasonable duration with end of day faculty meetings being no more than one (1) hour. Otherwise, the teacher workday shall end ten (10) minutes after the last period or class in their building each day, except for those teachers who have assigned duties consistent with the individual schedule of each building. In-service activities or workshops that are required of teachers by administrators will be conducted during the time regular classes are scheduled. Nurses shall not be assigned duties, such as bus duty or recess duty, before, during or after the school day. School counselors may be excused from such duties with the approval of the building administration. 8.6 The Board will make every effort to provide a thirty (30) minute duty-free uninterrupted lunch period. In the event that a thirty minute lunch is not available for all teachers, a committee made up of three teachers appointed by the Association and three persons appointed by the Board shall study the situation and issue a report with recommendations as to how the thirty minute lunch period might be implemented for all teachers prior to the next annual District meeting. However, in no instance shall it be less than twenty (20) minutes. When a thirty (30) minute time period is not scheduled, teachers of self-contained classrooms will be provided a fifteen (15) minute relief period each day. 8.7 The administration will make every effort to provide at least 3.5 hours per week as preparation time for teachers in grades Pre-K – 8. 8.8 Teachers will be notified of their employment status and teaching assignments on or before April 15th, and will return their contract signed, no later than May 1st; however, a teacher’s request for extension of the May 1 deadline may be granted for extenuating circumstances at the Superintendent’s discretion. In the event a teacher rejects a reassignment, the teacher shall be employed to fill any open position which may then be available, provided the Superintendent recommends to the Board that the teacher is qualified and certifiable. A teacher's refusal to accept the reassignment, or any open position which then may be available shall constitute a termination of contract without prejudice. Any change in assignment after April 15th shall be considered an involuntary transfer and shall be effected only for cause. 8.9 When involuntary transfers are effected for a necessary reduction in a school's staff allocation due to reduced student enrollments or the closing and/or consolidation of a building, resignations or leaves of absence, said transfers will be made on the basis of years of service in the District; that teachers in the affected building possessing the least amount of service and applicable certification being transferred first. Such transfer due to resignation or leave of absence shall be for a period not to exceed one (1) year. 8.10 Teachers actively engaged in credited coursework and/or matriculated in degree programs, should give notice by November 1 of their intent to pursue a salary lane change in the following year. All paperwork and formal grade documentation must be filed with the Superintendent’s office by August 1 in order for the salary adjustment to take effect for the upcoming contract year. Time requirements specified in this section may be extended by mutual agreement. 8.11 The Board agrees to submit to the Association for its consideration, suggestions for the school calendar on or before January fifteenth (15th) of the preceding year. The Board reserves the right to establish the school calendar and to make appropriate changes at any time.

  • Retiree Health Benefits 1. There is currently in effect a retiree health benefit program for retired members of LACERS under LAAC Division 4, Chapter 11. All covered employees who are members of LACERS, regardless of retirement tier, shall contribute to LACERS four percent (4%) of their pre-tax compensation earnable toward vested retiree health benefits as provided by this program. The retiree health benefit available under this program is a vested benefit for all covered employees who make this contribution, including employees enrolled in LACERS Tier 3. 2. With regard to LACERS Tier 1, as provided by LAAC Section 4.1111, the monthly Maximum Medical Plan Premium Subsidy, which represents the Kaiser 2-party non-Medicare Part A and Part B premium, is vested for all members who made the additional contributions authorized by LAAC Section 4.1003(c). 3. Additionally, with regard to Tier 1 members who made the additional contribution authorized by LAAC Section 4.1003(c), the maximum amount of the annual increase authorized in LAAC Section 4.1111(b) is a vested benefit that shall be granted by the LACERS Board. 4. With regard to LACERS Tier 3, the Implementing Ordinance shall provide that all Tier 3 members shall contribute to LACERS four percent (4%) of their pre-tax compensation earnable toward vested retiree health benefits, and shall amend LAAC Division 4, Chapter 11 to provide the same vested benefits to all Tier 3 members as currently are provided to Tier 1 members who make the same four percent (4%) contribution to LACERS under the retiree health benefit program. 5. The entitlement to retiree health benefits under this provision shall be subject to the rules under LAAC Division 4, Chapter 11 in effect as of the effective date of this provision, and the rules that shall be placed into LAAC Division 4, Chapters 10 and 11, with regard to Tier 3, by the Implementing Ordinance. 6. As further provided herein, the amount of employee contributions is subject to bargaining in future MOU negotiations. 7. The vesting schedule for the Maximum Medical Plan Premium Subsidy for employees enrolled in LACERS Tier 1 and LACERS Tier 3 shall be the same. 8. Employees whose Health Service Credit, as defined in LAAC Division 4, Chapter 11, is based on periods of part-time and less than full-time employment, shall receive full, rather than prorated, Health Service Credit for periods of service. The monthly retiree medical subsidy amount to which these employees are entitled shall be prorated based on the extent to which their service credit is prorated due to their less than full time status.

  • TIME EMPLOYEES Part-time employee means an employee whose weekly scheduled hours of work on average are less than those established in Article 25 but not less than those prescribed in the Public Service Labour Relations Act.

  • Health and Welfare Plans (a) A copy of the master contracts with the carriers for the extended health care, dental and group life plans shall be sent to the President of the Union. (b) The Employer will consult the Union before developing any pamphlet explaining the highlights of the plans for distribution to employees. The cost of such a pamphlet shall be borne by the Employer.

  • HEALTH AND WELFARE PLAN 9.01 The Employer shall make available the following or similar benefits as mutually agreed between the Employer and the Union to eligible regular full-time employees (as defined below). The cost of the benefits under Sections 9.07, 9.08, 9.09, 9.10, 9.11, 9.12 and 9.13 below shall be paid one hundred percent (100%) by the Employer. An eligible full-time employee shall be one who has three (3) consecutive months current employment at the effective date of the Plan. Benefits for full-time employees who are laid off will be maintained by the Employer for one half (½) of the employee's recall period as specified in Section 14.04 on the following basis: - B.C. Medical Services Plan (M.S.P.) - Group Life Insurance - Hearing aid, eyeglasses and prescription drug coverage A regular full-time employee who does not have three (3) months' current consecutive full-time service at the effective date of the Plan, or a new employee, shall be eligible the day following the date their current consecutive full-time service reaches three (3) months. 9.02 A regular full-time employee reduced to part-time shall continue to be eligible to participate in the Plan. Full-time employees reducing to below thirty-two (32) hours per week shall receive proportionate Weekly Indemnity benefits. Employees shall return completed enrollment forms as soon as possible. The Employer will only offer benefits after first eligibility test is met. If refused at that time by the employee, further testing is not required. If an employee later wants coverage, it is his or her responsibility to make application to the Employer. If he or she is eligible for coverage, the same rules regarding late enrollment as apply to full- time staff may be imposed. 9.03 The Employer shall also make available the benefits to employees (except students) who work an average of thirty-two (32) hours per week for a period of three (3) consecutive months. Such employees shall receive the same benefits as set out for full-time employees in this Section of the Agreement. 9.04 For the purposes of entitlement and disentitlement, the conditions set out below will apply: A. Employees who average thirty-two (32) hours per week for a three (3) month period will be eligible for all benefits under Section 9 on the first of the month following meeting this requirement. Eligibility verifications will be done each month ending on the last Saturday of the month on a 4, 4, 5 basis, i.e.: if an employee had averaged thirty-two (32) hours per week in the three (3) months prior to April 25, he/she would become eligible for the benefit package on May 1. B. If an employee fails to meet the eligibility test, he/she will continue to be eligible for three (3) months. At that time he/she will be tested again and, if eligible, will continue receiving benefits. If not eligible, will cease receiving benefits. Thereafter at the end of each month, the employee's eligibility will be tested and, as soon as he/she becomes eligible again, benefits will be reinstated. 9.05 The Employer shall also make available: - Medical Services Plan (M.S.P.) - Extended Health Benefit (E.H.B.) - Hearing Aid, Eyeglass, Prescription Drug Plan (H.E.P.) to employees (except students) who work an average of twenty-four (24) hours per week for a period of three (3) consecutive months. For the purposes of entitlement and disentitlement, the hours' tests set out above will apply, but will be based on twenty-four (24) hours instead of thirty-two (32) hours per week. New employees who are covered by the B.C. Medical Services Plan at the date of their employment can elect to maintain their continuity of coverage to be paid as defined above. 9.06 Enrollment of group benefits shall be compulsory at the option of the Employer. The Employer, at his option, may require all enrollment cards to be signed within three (3) months from the date that regular full-time employment commenced. If, under exceptional circumstances, an employee does not sign an enrollment card within three (3) months of employment, he or she may be allowed a further month of grace at the option of the Employer. A period of grace longer than one (1) month may be allowed by the Employer; but, in such cases, a medical examination at the employee's own expense shall be compulsory and a three (3) month penalty period may be imposed.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement. (b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan. (c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever. (d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

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