Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired...
Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent, which consent will not be unreasonably withheld) (i) grant any increases in the compensation of any of its directors, officers, management employees or key employees, except as may be required pursuant to any of the existing Benefit Plans or Employee Arrangements as disclosed in a Schedule hereto; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer, management employee or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer, management employee or key employee; (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; or (v) extend any loans or advances to any of its directors, officers, management employees or key employees, except as expressly permitted under the Transaction Documents.
Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent): (i) grant any increases in the compensation of any of its directors, officers or key employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer or key employee; or (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder.
Certain Employee Matters. 33 (i) Indebtedness; Leases; Capital Expenditures............................................34 (j) Accounting............................................................................34 (k) Affiliate Transactions................................................................34 (l) Contracts.............................................................................34 (m) Insurance.............................................................................34 (n) Permits...............................................................................35 (o)
Certain Employee Matters. The Company shall not, and shall not permit any of its Subsidiaries to: (i) grant any increases in the compensation payable or to become payable to any of the directors or officers listed in Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or elected subsequent thereto (the “Corporate Officers”), except increases made in the ordinary course of business substantially consistent with past practice, and provided, that payments of bonuses to Corporate Officers of the Company in 2008 in accordance with the terms of the 2007 bonus plan described in Schedule 4.1(j) of the Company Disclosure Letter (a true, correct and complete copy has been provided to Parent) shall not (for purposes of this Section 4.1(j)) constitute an increase in compensation nor shall the establishment of a 2008 bonus plan on terms substantially consistent with the 2007 bonus plan; (ii) pay or agree to pay to any Corporate Officer, whether past or present, any material pension, retirement allowance or other employee benefit not required by any of the Company’s existing Employee Benefit Plans or otherwise contemplated by this Agreement; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer of the Company; or (iv) except as otherwise done pursuant to an acquisition permitted by Section 4.1(d), establish or become obligated under any collective bargaining agreement or Employee Benefit Plan which was not in existence or approved by the Board of Directors of the Company prior to the date of this Agreement (other than any new collective bargaining agreement or Employee Benefit Plan that replaces an existing agreement or plan and contains terms that in the aggregate are not materially less favorable to the Company than the agreement or plan being replaced), or amend any such plan, agreement or arrangement in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company. In relation to any UK Benefit Plan, the Company shall not, and shall not permit, other than as compelled by law, any of its Subsidiaries to: (i) make any material change to such UK Benefit Plan or to the benefits provided under it, or (ii) take any action or fail to take any action within its control with respect to which such action or inaction would, or would reasonably be expected to, cause the UK Pensions Regulator to exercise its powers under Section 38...
Certain Employee Matters. 37 (i) Indebtedness; Leases; Capital Expenditures.................... 37 (j)
Certain Employee Matters. Except as set forth on Schedule 4.2(h) of the Holdings Letter, Holdings shall not : (i) grant any increases in the compensation of any of its directors, officers or employees, except increases in the ordinary course of business and in accordance with past practice; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated by any of the existing Holdings Benefit Programs or Holdings Plans as in effect on the date hereof to any such director, officer or employee, whether past or present; (iii) enter into any new, or amend any existing, employment or severance or termination agreement with any such director, officer or key employee; or (iv) become obligated under any new Holdings Benefit Program or Holdings Plan, which was not in existence or approved by the Board of Directors of Holdings prior to or on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing or accelerating any benefits thereunder.
Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of ALPHANET and its Subsidiaries have executed and delivered to ALPHANET an employment and confidentiality agreement substantially in the form previously provided to CIBER. No employee, agent, consultant or contractor of ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of ALPHANET or any of its Subsidiaries have asserted or threatened any claim against ALPHANET or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of ALPHANET or any of its Subsidiaries and, to the knowledge of ALPHANET, no such person has a reasonable basis for any such claim.
Certain Employee Matters. The Company shall not, and shall not permit any of its Subsidiaries to: (i) grant any increases in the compensation payable or to become payable to any of its directors, officers or key employees (the "Corporate Officers"), except increases made in the ordinary course of business substantially consistent with past practice, and provided that it shall not constitute an increase in compensation; (ii) pay or agree to pay to any Corporate Officer, whether past or present, any material pension, retirement allowance or other employee benefit not required by any of the Company's existing Employee Benefit Plans or Foreign Benefit Plans; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any Corporate Officer of the Company or any of its Subsidiaries; or (iv) except as otherwise done pursuant to an acquisition permitted by Section 4.1(d), establish or become obligated under any collective bargaining agreement or Employee Benefit Plan or Foreign Benefit Plan which was not in existence or approved by the Board of Directors of the Company prior to the date of this Agreement (other than any new collective bargaining agreement, Employee Benefit Plan or Foreign Benefit Plans that replaces an existing agreement or plan and contains terms that in the aggregate are not materially less favorable to the Company than the agreement or plan being replaced), or amend any such Employee Benefit Plan or Foreign Benefit Plan in existence on the date of this Agreement if such amendment would be on terms that are materially adverse to the Company.
Certain Employee Matters. Before the Closing Date, the Buyer has made offers of employment to the contract employees of each Seller who provide services for and on behalf of such Seller's Business, all of which employees are listed on Schedule 4.3 (collectively, the "Employees") as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member hereby acknowledges that the offers of employment to the Employees were made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Seller with respect to each Employee of such Seller (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the applicable Seller and whether the Employee is on an active or inactive status; (b) such Employee's title and classification; (c) such Employee's annualized compensation as of the date of this Agreement, including base salary and vacation and/or paid time off accrual amounts as of December 31, 2004, bonus and/or commission potential, severance pay potential, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with such Seller's Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer's right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer shall be treated as a new, at-will employee of the Buyer.
