Certain Employee Benefits. In the event that Acquiror discontinues any Company Benefit Plans for the benefit of Continuing Employees and replaces them with new benefit plans, programs or arrangements or Acquiror Benefit Plans, Acquiror shall, or shall cause its Subsidiaries to, cause each such plan, program or arrangement to treat such Continuing Employee in the same manner as similarly situated employees of Acquiror and treat the prior service with the Company of each Continuing Employee (to the same extent such service is recognized under any analogous plans, programs or arrangements of the Company immediately prior to the Effective Time to the extent such a plan, program or arrangement is in effect immediately prior to the Effective Time) as service rendered to Acquiror or its Subsidiaries, as the case may be, solely for purposes of eligibility to participate and for vesting thereunder (but not for purposes of benefit accruals under a defined benefit plan). To the extent commercially reasonable, Acquiror and its Subsidiaries will cause any and all preexisting condition limitations (to the extent applicable) and eligibility waiting periods, under any health plans maintained or adopted by Acquiror or its Subsidiaries in which Covered Employees are eligible to participate after the Effective Time, to be waived with respect to (a) Continuing Employees who, immediately prior to the Effective Time, participated in a Company- sponsored health plan and (b) their eligible dependents. Acquiror and its Subsidiaries will make commercially reasonable efforts to recognize, for purposes of any annual deductible and out-of-pocket limits under its existing or any new health plans, deductible and out-of-pocket expenses paid by Continuing Employees and their dependents during the calendar year in which the Effective Time occurs under the health plans of the Company and its Subsidiaries. Nothing in this Section 5.11 shall 61 61 prevent Acquiror from amending or terminating any Company Benefit Plans or Acquiror Benefit Plans (or its Subsidiaries) or any other contracts, arrangements, commitments or understandings, in accordance with their terms and applicable law; providing, however, that the arrangements identified in Section 5.11 of the Company Disclosure Schedule shall be administered as described therein. No Continuing Employee who participates in any Acquiror Benefit Plan as of the date of this Agreement shall be adversely affected by the provisions of this section 5.11, other than the preservat...
Certain Employee Benefits. The Merger Agreement provides that for one year after the Effective Time, Wiley will provide or cause to be provided to the employees of the Company and its subsidiaries immediately prior to the Effective Time (the "Company Employees"), compensation and benefits comparable to the compensation opportunities (consisting of base pay, commissions and bonus opportunities) and benefits (exclusive of any such compensation and benefits consisting of or based on any equity securities) provided by the Company and its subsidiaries immediately prior to the Effective Time. The preceding sentence will not preclude Wiley or the Surviving Corporation or its subsidiaries at any time following the Effective Time from terminating the employment of any Company Employee and such compensation opportunities will, subject to the provisions of any Employee Plan, be required to be provided to any such Company Employee only during his or her period of employment, so long as any such terminated employee receives severance and other termination benefits upon or in connection with such termination in an amount which is at least equal to the severance and other termination benefits which would have been provided to such employee under the terms of the severance or other applicable agreements or arrangements of the Company or a subsidiary in effect immediately prior to the Effective Time. Nothing contained in the Merger Agreement will be construed to limit the rights and obligations of the Company, any subsidiary of the Company and any current or former employee or other personnel (and where applicable, the dependents and beneficiaries of any such employees or other personnel) under each Employee Plan. Further, nothing in the Merger Agreement will be construed to prohibit the Surviving Corporation from amending or terminating any contracts, agreements, arrangements, policies, plans and commitments with respect to any Employee Plan in accordance with the terms thereof and with applicable Law. The Merger Agreement provides further that each Company Employee be given full credit for all service with the Company and its subsidiaries and their respective predecessors under any plans or arrangements providing vacation, sick pay, severance, retirement, pension or retiree welfare benefits maintained by Wiley or the Surviving Corporation or any of their respective affiliates for purposes of vesting, eligibility and seniority. Prior service will not be credited for benefit accrual under any pensio...
Certain Employee Benefits. Certain other employee benefits for which you are eligible and in which you are, or on the Effective Date will be, vested or otherwise are entitled to receive are set forth in the Attachment to this Agreement entitled "Certain Employee Benefits". You will be entitled to receive such certain employee benefits in accordance with their respective terms and provisions. However, if this Agreement is terminated under the provisions of paragraphs 1 (b) or 1 (d), you will be entitled to receive only those Certain Employee Benefits in which you are vested or would otherwise be entitled to receive in accordance with the terms and provisions of said benefit plans.
Certain Employee Benefits. 6.1 During the Employment Term, Executive shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any benefit plans which the Company may from time to time provide to its senior executives during the Employment Term. Unless otherwise specifically set forth herein, the Company shall be under no obligation to institute or thereafter continue the existence of any such benefit plan.
Certain Employee Benefits. (a) As soon as practicable after the execution of this Agreement, Company and Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and terminate Company Employee Plans immediately prior to the Effective Time if appropriate). In addition, Company agrees that it and its subsidiaries shall terminate any and all severance, separation, retention and salary continuation plans, programs or arrangements (other than contractual agreements disclosed on the Company Disclosure Letter) prior to the Effective Time.
Certain Employee Benefits. 47 Section 6.17
Certain Employee Benefits. Parent and Company agree to take the action described in Schedule 8.10 hereto.
Certain Employee Benefits. (a) Effective as of the day immediately preceding the Closing Date, the Company and its Affiliates, as applicable, shall each terminate any plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (the “401(k) Plan(s)”). Unless Parent provides such written notice to the Company, no later than five business days prior to the Closing Date, the Company shall provide Parent with evidence that such 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company’s Board of Directors.
Certain Employee Benefits. (a) From the Effective Time through December 31, 2001 (the "Benefits Continuation Period"), the Surviving Corporation shall provide each person who, as of the Effective Time, is an employee of the Company or any subsidiary of the Company (a "Company Employee") with employee benefits that are comparable in the aggregate to those provided to such Company Employee immediately prior to the Effective Time, provided, however, subject to applicable law and contractual -------- ------- restrictions, that the Surviving Corporation shall have the right to amend any Company Employee Plans, including without limitation, any retiree welfare benefit plans or pension benefit plans, in effect as of the Effective Time. Notwithstanding the foregoing, from the Effective Time through the end of the Benefits Continuation Period, the Surviving Corporation shall maintain severance plans, policies and programs for the benefit of each Company employee that are substantially comparable to the severance plans, policies and programs of the Company as in effect for such employee immediately prior to the Effective Time, provided, however, that, except as required by contractual obligation, no such -------- ------- employee shall be entitled to a severance benefit in excess of one year's salary and one year's continuation of health and welfare benefits.
Certain Employee Benefits. (a) As of the Effective Time, Parent shall make available or cause to be made available to each individual who was an employee of the Company immediately before the Effective Time and who is an employee of the Surviving Corporation immediately after the Effective Time (a "Transferred Employee") health, prescription drug, long-term disability, short-term disability, life insurance, dental and other welfare benefits that are substantially similar in the aggregate to such benefits in effect at the Effective Time for similarly situated employees of Parent. Such benefits may be provided by Parent, at its option, through the employee plans maintained by Parent (or one or more of its ERISA Affiliates) or through Company Employee Plans providing such benefits. Thereafter, with respect to such benefits, Parent and its ERISA Affiliates shall not discriminate against Transferred Employees in relation to similarly situated employees of Parent and its ERISA Affiliates by reason of their status as Transferred Employees.
