Transfer and Terms and Conditions of Employment. With respect to any Business Employee who is not a U.S. Business Employee, a Canadian Business Employee or an Irish Business Employee (an “Other Business Employee”), effective as of the Closing Date, Buyer or an Affiliate of Buyer shall offer employment to or otherwise accept into employment each Other Business Employee at the same rate of base salary, wages or other base compensation, and under reasonably comparable employee benefits in the aggregate as are made available to such individual immediately before the applicable Closing Date, save as otherwise required or sufficient to comply with Applicable Law (including the Transfer Regulations). Notwithstanding the foregoing, and subject to Applicable Law (including the Transfer Regulations), in respect of any Other Business Employee who is on a short-term disability, pregnancy, parental or other authorized leave of absence on the Closing Date, the effective date of employment shall not be the Closing Date but rather the terms of an offer made to any such Other Business Employee shall specify that the offer is conditional upon the Other Business Employee returning to active employment and the date on which such employee returns to active employment with Buyer or an Affiliate of Buyer shall be the effective date of employment. Until such Other Business Employee accepts Buyer or its Affiliate’s offer of employment, as applicable, and reports to active employment (the date that such Other Business Employee reports to active employment being the “Deferred Hire Date”), he or she shall remain in Seller’s or its Affiliate’s employ and continue to participate in Seller’s or its Affiliate’s Benefit Plans and Seller or its Affiliate, as applicable, shall retain all Liabilities in respect of such Other Business Employee until the Deferred Hire Date. Each Other Business Employee who accepts such offer of employment and commences employment with Buyer or an Affiliate of Buyer or transfers under the Transfer Regulations is referred to as a “Transferred Other Employee.” For a period of at least 12 months following the Closing Date, and subject to Applicable Law (including the Transfer Regulations) to the extent relevant, Buyer covenants and agrees that each Transferred Other Employee’s rate of base salary, wages or other base compensation as in effect immediately prior to the Closing Date shall not be reduced; provided that this provision shall not preclude Buyer’s implementation of any reduced hours arrangement, furloug...
Transfer and Terms and Conditions of Employment. Purchaser shall cause the Conveyed Entities to continue the employment of each of their Non-EU Business Employees, commencing as of the Closing Date, in the same job or position and location as in effect immediately prior to the Closing Date (regardless of whether such job or position was with the Conveyed Entity, Sellers, Tyco, or an Affiliate of any of them) and (x) at a rate of pay at least equal to, (y) with severance entitlements not less favorable than, and (z) with other employee benefits, perquisites and terms and conditions of employment (including benefits pursuant to qualified and non-qualified retirement and savings plans, medical, life insurance, disability, dental and pharmaceutical plans and programs, deferred compensation arrangements and incentive compensation plans) not substantially less favorable in the aggregate than, the rate of pay, severance entitlements and other employee benefits, perquisites and terms and conditions of employment provided to the Non-EU Business Employee (regardless of whether provided by the Conveyed Entity, Sellers, Tyco, or an Affiliate of any of them), or to which the Non-EU Business Employee would be entitled, upon commencing employment with the applicable Conveyed Entity or applicable Affiliate of Sellers, immediately prior to the Closing Date. For purposes of this Section 5.5, (i) “pay” shall include base salary or wages plus any commission, variable pay target bonus, incentive compensation, premium pay, overtime and shift differentials, but not stock options or other equity-based compensation and (ii) there shall be no breach of this Section 5.5 if Purchaser does not grant stock options and other equity-based compensation and does not provide post-retirement health and post-retirement life insurance benefits to Non-EU Business Employees; provided, however, that, if and to the extent stock options or other equity-based compensation are provided by Purchaser to similarly situated employees of Purchaser, Purchaser shall grant (or shall cause to be granted) stock options and other equity-based compensation to Non-EU Business Employees (or other long-term incentive compensation, to the extent Purchaser cannot grant such stock options or other equity-based compensation to a Non-EU Business Employee pursuant to Law). Purchaser acknowledges that by purchasing the Conveyed Entities, Purchaser shall cause the Conveyed Entities or its Affiliates to continue to employ all Non-EU Business Employees of the Conveyed Enti...
Transfer and Terms and Conditions of Employment. Within a reasonable period of time prior to the Closing Date, Buyer or an Affiliate of Buyer shall offer employment to each U.S. Business Employee, commencing as of the Closing Date (or, with respect to any U.S. Business Employee not actively at work as of the Closing Date, as of the date that such U.S. Business Employee returns to active employment; provided that such U.S. Business Employee returns to active employment within six months following the Closing Date), in the same job or position, at the same location (or within 50 miles of such location) and at the same (or a higher) rate of base salary, wages or other base compensation, in each case as in effect immediately prior to the Closing Date. For clarity, (i) “rate of base salary, wages or other base compensation” for this purpose and for the purposes of Section 9.02, Section 9.03 and Section 9.04 shall exclude commissions, variable pay, target bonus, incentive compensation (including equity incentives), premium pay, overtime, shift differentials, perquisites, retirement, welfare or other benefits, retention amounts, change in control amounts and any similar payments and (ii) Buyer shall have no obligation to employ a U.S. Business Employee who is not actively at work as of the Closing Date and who does not return to active employment within six months following the Closing Date. Buyer, at the time such employment offers are so extended, shall provide to Seller appropriate information regarding employment terms and conditions offered to the U.S. Business Employees, which shall conform in all respects to the provisions of this Section 9.01. Buyer shall communicate with Seller prior to the extension of employment offers with respect to communicating the offers to the U.S. Business Employees. Each U.S. Business Employee who accepts such offer of employment and commences employment with Buyer or an Affiliate of Buyer is referred to as a “Transferred U.S. Employee,” and all such employees collectively are referred to as the “Transferred U.S. Employees.” For a period of at least 12 months following the Closing Date, Buyer covenants and agrees to (or to cause its Affiliates to) maintain compensation and benefits for the benefit of the Transferred U.S. Employees that are, in the aggregate, not substantially less favorable, as reasonably determined in good faith by Buyer, than the Benefit Plans as in effect immediately prior to the Closing Date. For a period of at least 12 months following the Closing Date, ...
Transfer and Terms and Conditions of Employment. The parties hereto accept for the purposes of this Agreement that the Transfer Regulations apply in Ireland. With respect to any Irish Business Employee, effective as of the Closing Date, Buyer or an Affiliate of Buyer shall take over each Irish Business Employee on terms and conditions not less favorable on an individual basis in the aggregate than the terms and conditions provided immediately prior to the Closing Date, except as otherwise required or sufficient to comply with Applicable Law (including the Transfer Regulations). For a period of at least 12 months following the Closing Date, and subject to Applicable Law (including the Transfer Regulations) to the extent relevant, Buyer covenants and agrees that each Irish Business Employee’s rate of base salary, wages or other base compensation as in effect immediately prior to the Closing Date shall not be reduced; provided that, subject to Applicable Law (including the Transfer Regulations), this provision shall not preclude Buyer’s implementation of any reduced hours arrangement, furlough program or similar arrangements to the extent Irish Business Employees are treated no less favorably then similarly situated employees of Buyer and its Affiliates. Subject to Applicable Law (including the Transfer Regulations), no provision in this Agreement shall (i) give any Irish Business Employee any right to continued employment with Buyer or an Affiliate of Buyer or impair in any way the right of Buyer or an Affiliate of Buyer to terminate or change the terms of the employment (other than the rate of base salary, wages or other base compensation as provided above) of any employee, including any Irish Business Employee, after the Closing Date or (ii) preclude Buyer or an Affiliate of Buyer from altering, amending or terminating any of its employee benefit plans (including any Assumed Plan), or the participation of any of its employees in such plans, at any time.
