Employment and Employee Benefits Matters. (a) Subject to the terms of any agreement between a Current Employee and the Company, Parent shall cause the Surviving Corporation and each of its other Subsidiaries to, for a period of one year following the Effective Time (or until employment terminates, if sooner), maintain for each individual employed by the Company or any of its Subsidiaries immediately prior to the Effective Time (each, a “Current Employee”) (i) an annual base salary and target annual cash bonus opportunity (excluding equity-based compensation and, with respect to the 2025 performance year, specific performance goals) that are, in each case, no less than those provided to the Current Employee as of immediately prior to the Effective Time, (ii) employee benefits that are substantially comparable in the aggregate to those maintained for and provided to the Current Employee as of immediately prior to the Effective Time (in each case, excluding equity, equity-based, deferred compensation, severance, change in control, retention or transaction-related benefits, specific performance goals for any cash incentive compensation for the 2025 performance year, defined benefit pension and post-retirement welfare arrangements) and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or one of its Subsidiaries to the Current Employee as of immediately prior to the Effective Time and to the extent set forth on Section 5.6(a) of the Company Disclosure Letter, subject to, as a condition to such Current Employee receiving such severance in connection with such Current Employee’s termination, the applicable Current Employee having then signed and not revoked a release of claims in a form substantially in the form of the Company’s standard release of claims and, in each case, except as otherwise agreed to with a Current Employee.
Employment and Employee Benefits Matters. (a) During the period commencing on the Closing and ending on the first anniversary thereof (the “Protected Period”), Parent shall, and shall cause the Company and each of its other Subsidiaries to, provide each individual employed by the Company or any of its Subsidiaries at the Closing (each, a “Current Employee”) with (i) an annual base salary or hourly wage rate, as applicable, at least as favorable that provided to the Current Employee as of immediately prior to the Closing, (ii) a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Closing, (iii) a target annual long-term incentive compensation opportunity, if any, that is consistent with the opportunities applicable to similarly situated employees of Buyer and its Subsidiaries, and (iv) other compensation and employee benefits that are substantially comparable in the aggregate to such other compensation and employee benefits (excluding defined benefit pension (except for any Company Plan that constitutes a defined benefit pension plan as in effect immediately prior to Closing and to the extent required by applicable Law or a collective bargaining agreement pursuant to which the Company or any of its Subsidiaries is a party to, bound by or in the process of negotiating solely to the extent as disclosed in Section 5.1(b)(iv)(A) of the Company Disclosure Letter), retiree welfare benefits, equity-based compensation and change of control, retention or other one-off awards) maintained for and provided to the Current Employee as of immediately prior to the Closing and disclosed to Parent prior to the date of this Agreement. In addition, if, during the Protected Period, a Current Employee’s employment is involuntarily terminated under circumstances which would have entitled such Current Employee to severance benefits under the applicable Company Plan set forth on Section 5.4(a) of the Company Disclosure Letter if such termination had occurred immediately prior to the Closing, Parent shall, and shall cause the Company and each of its other Subsidiaries to, provide to such Current Employee severance benefits that are no less favorable than the severance benefits that would have been payable to such Current Employee immediately prior to the Closing, taking into account such Current Employee’s additional period of service and increases (but not decreases) in compensation following the Closing.
Employment and Employee Benefits Matters. (a) Section 3.15(a) of the NBCU Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Employee Plans and separately identifies (i) the material NBCU Parent Plans, (ii) the material NBCU Subsidiary Plans (other than NBCU Multiemployer Plans), (iii) the NBCU Multiemployer Plans covering 50 or more active NBCU Employees employed in the United States and the material NBCU Multiemployer Plans covering NBCU Employees employed outside of the United States, (iv) the NBCU Employee Plans (other than NBCU Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Employees, (v) each NBCU Employee Plan (other than any Multiemployer Plan) that provides for post-retirement medical coverage for 50 or more NBCU Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCU, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Employees. NBCU has previously made available to Comcast a true and complete copy of each NBCU Employee Plan (other than Multiemployer Plans) covering NBCU Employees employed in the United States and a summary or written description of each material NBCU Employee Plan applicable to NBCU Employees employed in countries other than the United States.
Employment and Employee Benefits Matters. 30 SECTION 6.7 Directors' and Officers' Indemnification and Insurance.......32 SECTION 6.8
Employment and Employee Benefits Matters. (a) As of the Effective Time, the obligations of the Company and its Subsidiaries under each Company Plan, Employment Agreement and New Employment Agreement shall continue as obligations of the Surviving Corporation and its Subsidiaries, respectively.
Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for a period commencing at the Effective Time and ending on the second anniversary thereof, to maintain the severance-related provisions of existing Company Plans and to provide 100% of the severance payments and benefits required thereunder to be provided any Current Employee (as defined below) terminated during that twenty-four month period. In respect of the annual bonus payable to the Company Employees for service rendered in fiscal year 2005, Parent shall, or shall cause the Surviving Corporation to, continue to honor the terms and conditions of and obligations (whether existing as of the date of this Agreement or thereafter) under the Company’s year 2005 annual bonus program and the award or participation agreements thereunder (the “2005 Bonus Program”), which 2005 Bonus Program shall be administered in a manner consistent with the Company’s historic annual bonus programs and any individual agreements with Company Employees.
Employment and Employee Benefits Matters. (a) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees employed by the Company or its subsidiaries as of that date full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements established or maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), the Parent or its subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations, and (ii) give effect to, in determining any deductible and maximum out-of-pocket limitations to which the Company Employees may be subject under such Parent Plans in the plan year in which the Effective Time occurs (the “Parent Plan Year”), claims incurred and amounts paid by, and amounts reimbursed to, Company Employees in the plan year in which the Effective Time occurs under corresponding Company plans immediately prior to the Effective Time for purposes of satisfying such limitations under such Parent Plans for the Parent Plan Year in which such Company Employees participated.
Employment and Employee Benefits Matters. SECTION 6.7 Directors’ and Officers’ Indemnification and Insurance *
Employment and Employee Benefits Matters. (a) Section 3.11(a) of the Disclosure Schedules sets forth a list of all material employee benefit plans (within the meaning of Section 3(3) of ERISA) and all material retirement, welfare benefit, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, that are maintained, contributed to or sponsored by Seller or its respective Affiliates for the benefit of any employee of the Acquired Stores and the Distribution Center, other than governmental plans and Multiemployer Plans (the “Employee Plans”). No Employee Plans are sponsored or maintained by the Acquired Stores. Seller has provided Buyer with true and correct copies of all Employee Plans set forth on Section 3.11(a) of the Disclosure Schedules.
Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance.
