Compensation and Employee Benefits. SECTION 13.01.
Compensation and Employee Benefits. (a) Until the first anniversary of the Effective Time (as defined in the Merger Agreement, and such period, the “Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (i) base salary and annual cash bonus opportunities that are no less favorable, in each case, than those in effect immediately prior to the Closing, (ii) severance benefits that are no less favorable than the severance benefits that would have been provided to such Transferred Employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof, and (iii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee stock purchase plan benefits) that are substantially comparable in the aggregate to those provided to the Transferred Employees immediately prior to the Closing, in the case of clauses (i) and (iii), except to the extent such Transferred Employee’s employment with Purchaser or its Affiliates is terminated prior to the end of the Continuation Period. In addition, (A) Purchaser shall provide, or shall cause to be provided, a 2018 long-term incentive award to each Transferred Employee employed by Purchaser or its Affiliates at the time annual long-term incentive awards are made generally that is no less favorable than the long-term incentive award made to similarly situated employees of Xxxxxx generally, and (B) Seller shall provide to Purchaser reasonably promptly following the determination thereof such information regarding the 2018 long-term incentive awards described in clause (A) as is reasonably required by Purchaser for purposes of fulfilling its obligations under this Agreement with respect to such awards. Purchaser shall not assume sponsorship of or any Liability under any Seller Plan, all Liability for which shall remain the responsibility of Seller or its applicable Affiliate.
(b) With respect to all employee benefit plans of Purchaser and its Affiliates, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and benefit accruals, each Transferred Employee’s service with Seller and its Subsidiaries (as well as service with any predecessor employer of Seller or any suc...
Compensation and Employee Benefits. Except to the extent required by the Seller to comply with its obligations under contracts existing as of the date hereof and disclosed to the Buyer and except for increases in compensation in the Ordinary Course of Business which shall not exceed four percent (4%) in the aggregate, the Seller shall not make any changes in the amount or frequency of benefits and salaries paid to its employees and officers.
Compensation and Employee Benefits. Upon the terms and subject to the conditions herein, the Company will compensate Employee for his employment during the Employment Term as follows:
Compensation and Employee Benefits. You will be paid a starting [wage/salary] at the rate of $__________ per [hour/month/year], payable on the Company’s regular payroll dates. [As a regular employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, which are described in the employee benefit summary that I have enclosed with this letter.]
Compensation and Employee Benefits. You will be paid a starting salary at the rate of $280,000 per year, payable on the Company’s regular payroll dates. As a regular employee of the Company you will be eligible to participate in a number of Company sponsored benefits, including medical, dental, and other insurances.
Compensation and Employee Benefits. Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in Section 4.1.10 and this Section 4.1.11 are the sole and exclusive representations and warranties of the Seller pertaining or relating to matters with respect to the Current Employees.
Compensation and Employee Benefits. During the period beginning on the Closing Date and ending on December 31, 2015, Parent shall provide, or shall cause the Surviving Company to provide, employees who continue to be employed by any Group Company (collectively, “Continuing Employees”) with a base salary or hourly wage rate, as applicable, cash incentive opportunity, severance protection, and employee benefits that are substantially comparable in the aggregate to the base salary or hourly wage rate, as applicable, cash incentive opportunity, severance protection, and employee benefits provided to such Continuing Employees immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Parent shall, and shall cause the Surviving Company to, grant all Continuing Employees credit for any service with the Company earned prior to the Closing Date for eligibility, vesting and benefit accrual purposes (excluding benefit accruals under any defined benefit plan) under any employee benefit plan, program, agreement or arrangement in which the Continuing Employees commence to participate on or after the Closing Date (collectively, the “New Plans”), except (a) for New Plans as to which employees of Parent or its Subsidiaries who are similarly situated to the Continuing Employees are not provided such service credit or (b) as would result in duplication of benefits. In addition, Parent shall use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Benefit Plan as of the date on which commencement of participation in such New Plan begins, and (ii) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in the year of initial participation. Neither Parent nor any of its Subsidiaries (including, following the Closing, any Group Company) shall be responsible for any Controlled Group Liability.
Compensation and Employee Benefits. Schedule 14.1.10 sets forth a list, as of the date hereof, of each material plan, program, or arrangement relating to compensation or employee benefits for employees of any of the Sellers or their Affiliates currently providing services related to or in connection with the Business (the “Seller Plans”).
Compensation and Employee Benefits. Section 1. Full-time employees shall be entitled to all of the benefits provided under the terms of this Agreement.
Section 2. Part-time employees covered by this Agreement (Including Public Safety Supervisors as defined in Article 1, Section 1) shall receive proportional benefits based on their Benefit Eligibility Factor (BEF), which is determined by using one of the following calculations:
