Common use of Comparable Position Clause in Contracts

Comparable Position. (i) On or prior to the Employment Offer Date, or, if later, within thirty (30) days of the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior to each date by which Buyer must make, or cause to be made, an Offer of Employment, Buyer and Seller shall cooperate to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties and responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire Date. Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliates.

Comparable Position. Not less than five (i5) On or Business Days prior to the Employment Offer DateClosing, Seller shall, subject to the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, update Section 8.1(a)(i) of the Business Disclosure Schedule to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date Exhibit 2.01 hereof. Within sixty (60) days after the date of this Agreement or, if later, within thirty (30) days of the date Seller reports that Section 8.1(a)(i) of the Business Disclosure Schedule is updated pursuant to Buyer that an individual has become a Business Employee the preceding sentence (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to shall extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth (A) in the Master Assignment Agreement with respect to those Business Employees identified as “Transition Period Business Employees” in Section 8.1(a)(i) of the Business Disclosure Schedule (the “Transition Period Business Employees”); (B) below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees; and (C) in Section 8.1(j) with respect to Milestone Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior Buyer shall offer Seller a reasonable opportunity to consult with Buyer in connection with the preparation of each date by which Buyer must make, or cause to be made, an form of Offer of Employment, Buyer and shall give due consideration to any reasonable comments provided by Seller shall cooperate to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Dateany such form of Offer of Employment. Buyer shall provide Seller with a reasonable opportunity final copy of each such form at or prior to review and comment on each general the time Offers of Employment using such form of are made to any Business Employee. Each Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties position and responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates following the Business Employee’s Effective Hire Date and (including an Acquired Companyas applicable) acknowledge that each such Business Employee will have duties immediately following the Business Employee’s Effective Hire Date substantially similar to those performed immediately prior to the Business Employee’s Effective Hire Date. Such list Except as set forth (x) in the Master Assignment Agreement with respect to Transition Period Business Employees, (y) below with respect to Inactive Business Employees and (z) in Section 8.1(j)(i) with respect to Milestone Employees, the employment relationship of each Business Employee with Seller or its applicable Affiliate shall terminate effective as of the Effective Time. Each Business Employee who actually commences employment with Buyer or one of its Affiliates (including HRS) following the Closing Date shall be subject referred to herein as a “Transferred Employee.” Each Transition Period Business Employee shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the date on which such Transition Period Business Employee’s employment relationship with Seller or its applicable Affiliate is terminated pursuant to the Master Assignment Agreement, and shall become a Transferred Employee in accordance with the Master Assignment Agreement (provided that the Transition Period Business Employee actually commences employment with Buyer or one of its Affiliates). At the Closing, Seller shall deliver to Buyer a list identifying each Business Employee who is an Inactive Business Employee as of the Closing, along with the reason such Business Employee is listed as an Inactive Business Employee and, if known to Seller’s reasonable approval, which approval the date such Business Employee is expected to cease to be an Inactive Business Employee. Inactive Business Employees shall constitute remain employed by Seller or Seller’s judgment that each Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee returns to active employment, or the expiration of the Inactive Business Employee’s leave under Seller’s or such proposed Offer applicable Affiliate’s policies; such Inactive Business Employee shall become a Transferred Employee (if at all) on the first (1st) day of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate the Inactive Business Employee’s actual return to resolve any disagreement with respect theretowork from the leave. The Offer date on which a Business Employee commences employment with Buyer or its Affiliates will be referred to as the “Effective Hire Date” which, for purposes of Employment clarification, means: (i) 12:00:01 a.m., New York City time, on the first (1st) day immediately following the Closing Date for all Business Employees other than Transition Period Business Employees, Inactive Business Employees and Milestone Employees (provided that the Business Employees actually Exhibit 2.01 commence employment with Buyer or one of its Affiliates on such date or, if not a Business Day, on the next following Business Day, or on such other later date, if any, as provided by the last sentence of this Section 8.1(a)); (ii) for any Transition Period Business Employee, the date and time specified in the Master Assignment Agreement (provided that the Transition Period Business Employee actually commences employment with Buyer or one of its Affiliates); (iii) for any Inactive Business Employee, 12:00:01 a.m., New York City time, on the first (1st) day of such Inactive Business Employee’s actual return to work from leave; and (iv) for any Milestone Employee, the date and time specified in Section 8.1(j). A Business Employee who reports for work (which may include a remote location for those Business Employees who are authorized to work product assignmentremotely) on the day reasonably expected in accordance with Seller’s or its applicable Affiliate’s standard procedures (for example, confidentialityif a Business Employee is not an Inactive Business Employee but is on vacation, non-disclosure out sick or otherwise unable to report to work on the first Business Day immediately following the Closing Date), or otherwise agreed to by Buyer or its applicable Affiliate and non-solicitation provisions substantially similar the applicable Business Employee, as such Business Employee’s first day of active work following the Closing (in each case, taking into account the transactions contemplated by Section 8.1(j) and the Master Assignment Agreement and any Inactive Business Employee’s approved leave, as applicable), shall be deemed to such provisions applicable to have actually commenced employment with Seller and Buyer or its Affiliatesapplicable Affiliate as of his or her Effective Hire Date.

Comparable Position. Not less than five (5) Business Days prior to the Closing, Seller shall (i) update Schedule 1.01(a) to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof and (ii) deliver such updated list of Business Employees to Buyer. On or prior to the Employment Offer Date, or, if later, within thirty (30) days of after the date Seller reports provides notice to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably The form of Offer of Employment shall be provided to Seller within a reasonable period prior to each date by which Buyer must make, or cause being made to be made, an Offer of Employment, Buyer and Seller shall cooperate to share information about the duties and responsibilities of each applicable Business Employee prior to, and as proposed with respect in order to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment comment, and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the titleposition, duties and duties, responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire Date. Such list Except as set forth below with respect to Inactive Business Employees, the employment relationship of each Business Employee who is not an Excluded Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., Central time, on the Closing Date. Each Business Employee employed by Buyer or one of its Affiliates (including the Company) following the Closing Date shall be subject referred to Sellerherein as a “Transferred Employee.” A Business Employee who performs work at his or her then applicable place of employment on the first (1st) Business Day following the Closing Date on which such Business Employee is scheduled, expected or permitted to work (as applicable) shall be deemed to have accepted Buyer’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer and shall be considered a Transferred Employee as of the Effective Hire Date for all purposes of this Agreement. Inactive Business Employees shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee returns to active employment, or the expiration of the Inactive Business Employee’s leave under Seller’s or such applicable Affiliate’s policies, so long as such return to work occurs within six (6) months following the Closing Date; such Inactive Business Employee shall become a Comparable Position, and Seller and Buyer shall reasonably cooperate Transferred Employee on the first (1st) Business Day following the Inactive Business Employee’s return to resolve any disagreement with respect theretowork from the leave. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to date on which a Business Employee commences employment with Seller Buyer or its Affiliates shall be referred to as the “Effective Hire Date,” which means (A) 12:00:01 a.m., Central time, on the first (1st) day immediately following the Closing Date for all Business Employees other than Inactive Business Employees and its Affiliates(B) for any Inactive Business Employees, the first (1st) Business Day following an Inactive Business Employee’s return to work from the leave.

Comparable Position. (i) On or Not less than five (5) Business Days prior to the Employment Offer DateClosing, Seller shall (A) update Section 8.1(a) of the Business Disclosure Schedule to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof and (B) deliver such updated list of Business Employees to Buyer. Within sixty (60) days after the date of this Agreement or, if later, within thirty (30) days of the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer or its Affiliate shall extend or shall cause one of its Affiliates to extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior Prior to each date by which Buyer must make, or cause to be made, an its Affiliate making any Offer of Employment, Buyer and (i) Seller shall cooperate provide or make available to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates Affiliate a schedule listing the then current base salary, target bonus percentage and other compensation (including any compensation for a Business Employee covered by a Seller Sales Incentive Plan) in effect for the Acquired Companies) following, year in which the Closing Date. occurs and (ii) Buyer shall provide Seller with a reasonable opportunity to review and comment on each general “form of of” Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list that shall set forth the job title, duties base salary and responsibilities, compensation (including base salary, commission opportunity, target annual bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such opportunity a Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire DateDate (as defined below). Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Each Offer of Employment would constitute shall be contingent on such Business Employee’s successful completion of Buyer’s or its Affiliate’s customary hiring processes as set forth on Section 8.1(a)(i) of the Buyer Disclosure Schedule (the “Buyer’s Customary Hiring Processes”). Buyer shall not be required to hire any Business Employee who fails to successfully complete Buyer’s Customary Hiring Processes or who does not timely accept Buyer’s Offer of Employment. Except in the case of an offer Inactive Business Employee who is on a military leave of a Comparable Positionabsence, and Seller Offers of Employment made to Inactive Business Employees shall be contingent on the Inactive Business Employee being released to return to work within nine (9) months of the Closing Date, and Buyer shall reasonably cooperate not be required to resolve hire any disagreement Inactive Business Employee who fails to meet that contingency. Except as set forth below with respect theretoto Inactive Business Employees, the employment relationship of each Business Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., New York City time, on the Closing Date. The A Business Employee who successfully completes Buyer’s Customary Hiring Process, who has accepted Buyer’s Offer of Employment may include and who performs work product assignmentat his or her then applicable place of employment on the first (1st) Business Day immediately following the Closing Date (or on the first (1st) Business Day on or after the Effective Hire Date, confidentialityas defined below, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliatesin the case of Inactive Business Employees) shall be considered a “Transferred Employee” for purposes of this Agreement.

Comparable Position. (i) On Section 8.1(a)(i) of the Business Disclosure Schedule lists all Business Employees, including Inactive Business Employees, as of the date hereof, as well as, for each such Person, their title or prior position, employing entity, whether such Person is an Offer Employee or an Other Business Employee, the percentage of business time the Business Employee devotes to serving the ADA, closed block, and/or executive benefit business segments of the Business, whether such Person is dedicated to the Employment Offer DateFIM Life and FIM Annuities new business operations, orwork location, if laterfull-time or part-time status, within accrued or granted vacation (provided that the accrued or granted vacation will be included only in Business Disclosure Schedule updates provided at least thirty (30) days of after the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Dateof this Agreement), Buyer shall extend or shall cause one dates of its Affiliates to extend to each Business Employee a written offer service, years of employmentcredit service, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior to each date by which Buyer must make, or cause to be made, an Offer of Employment, Buyer and Seller shall cooperate to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties and responsibilities, compensation (including then-current base salary, commission opportunitytarget annual incentive percentage, target bonus and long-term incentive compensation opportunity, Seller Equity Award Information, and other compensation or compensatory entitlements (including under any GWLA Sales Incentive Plan) in each caseeffect for the year in which such Person’s Transfer Date (as defined below) occurs (collectively, only the “Business Employee Information”). Prior to the extent applicable) and principal place of employment each such Closing (or, with respect to any Inactive Business Employee will or Retained Employee, prior to the applicable Transfer Date), GWLA shall update Section 8.1(a)(i) of the Business Disclosure Schedule to add any individuals who become Business Employees after the date hereof, to remove any individuals who have with Buyer ceased to be Business Employees after the date hereof, to reflect any changes in Inactive Business Employees, or its Affiliates to reflect any changes in the Business Employee Information (including an Acquired Companyprovided that Seller Equity Award Information need only be included in Section 8.1(a)(i) of the Business Disclosure Schedule as of the date hereof, the first updated version following the normally scheduled grants in March 2019 and the final updated version), and shall promptly deliver such updated list to Buyer; provided, that (x) GWLA shall deliver an updated version of Section 8.1(a)(i) of the Business Disclosure Schedule to Buyer on a monthly basis following the date hereof until the Closing (or, with respect to any Inactive Business Employee or Retained Employee’s Effective Hire , prior to the applicable Transfer Date. Such list ) (y) GWLA shall be subject deliver a final version of Section 8.1(a)(i) of the Business Disclosure Schedule not less than thirty (30) Business Days prior to Seller’s reasonable approvalthe Closing (or, with respect to any Inactive Business Employee or Retained Employee, prior to the applicable Transfer Date), and (z) with respect to any Inactive Business Employee or Retained Employee whose Transfer Date will occur after the Closing Date, neither Sellers nor the GWLA Subsidiaries shall take any actions that would have been prohibited under Section 7.1(a) of this Agreement without the prior written consent of Buyer, which approval consent shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Positionnot be unreasonably withheld, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignmentconditioned, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliatesor delayed.