Certain Accommodations Sample Clauses

Certain Accommodations. Prior to the Closing, Seller shall, or shall cause one or more of its Affiliates to, provide the following to each Active Transferred Employee, and ensure that any Benefit Plan is amended accordingly, if needed: (i) a pro-rata annual cash bonus through the Closing Date under the applicable annual bonus plan of Seller or its Affiliates, payable as if the target goals had been achieved and without reduction for any subjective adjustments; (ii) full vesting under any qualified or nonqualified retirement plan; (iii) waiver of any requirement to be employed on the last day of the plan year or to have completed a minimum number of hours of service (or any other similar requirement) in order to be eligible to receive any type of employer contribution under any qualified or nonqualified retirement plan; and (iv) pro-rata vesting through the Closing Date under any Seller equity-based awards, calculated as if any applicable performance goals have been achieved at the greater of the target level or the trend level through the Closing Date. To the extent that an Active Transferred Employee is entitled to be paid for any accrued or earned but unused vacation time, sick time and other paid time off benefits as of the Closing (giving effect to the termination of their employment as described in Section 6.2(a)), Seller shall discharge the Liability for such payment in respect thereof.