Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Employee, for so long as such Company Employee remains employed during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section 6.3(c), and other employee benefits specifically required pursuant to this Article VI) provided to such Company Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Employee upon termination of such Company Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); provided, however, that the calculation of any such severance benefits shall take into account such Company Employee’s service with Seller or an Affiliate of Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations under this Section 6.1(a), and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section 6.1(a). The form and terms of any p...
Compensation and Benefits Comparability. Except as otherwise required by applicable Law, for a period of twelve (12) months following the Closing (the “Protected Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee: (i) rates of hourly wages and annual base salaries which are no less favorable than those the Transferred Employees received immediately prior to the Closing; (ii) annual target cash bonus and target cash incentive opportunities (including commissions) which are no less favorable than those provided to the Transferred Employees immediately prior to the Closing; (iii) a primary work location that is not greater than thirty (30) miles from the Transferred Employee’s primary work location as of immediately prior to the Closing (which, for the avoidance of doubt, may be deemed either to be the Transferred Employee’s primary residence, if such Transferred Employee is working remotely, or the Transferred Employee’s designated Business office workplace location); (iv) employee benefits (including with respect to employer matching contributions under the Purchaser 401(k) Plan (as defined below)) that are substantially comparable, in the aggregate, to those provided to such Transferred Employees immediately prior to the Closing; and (v) a title that is the same or of the same status level, and scope of responsibilities that are the same as, substantially similar to, or that require the same skill set, in any such case that are in effect immediately prior to the Closing. In addition, if, during the Protected Period, a Transferred Employee’s employment is terminated under circumstances which would have entitled such employee to severance benefits under the Seller Severance Policy identified in Section 3.7(a) of the Seller Disclosure Schedule (the “Seller Severance Policy”), Purchaser shall provide to such Transferred Employee severance benefits that are no less favorable than the greater of (A) the severance benefits that would have been payable to each such Business Employee under the Seller Severance Policy, and (B) the severance benefits payable to similarly situated employees of Purchaser or its Affiliates, in the case of clause (A) and clause (B), taking into account such Business Employee’s additional period of service and increases in compensation following the Closing. The employment compensation, benefits and terms required to be provided by Purchaser or one of its Affiliates under this Section 9.3(a) in their totality shall constitute a “Com...
Compensation and Benefits Comparability. For a period of one year following the Closing, each employee of the Company as of the Closing (each, a “Company Employee”) who remains in the employment of the Company or any of its Affiliates shall receive (i) the same or greater base salary or wage rate than the base salary or wage rate provided by the Company to such Company Employee immediately prior to the Closing, (ii) the same or greater annual aggregate cash compensation opportunities than those provided by the Company to such Company Employee immediately prior to the Closing under the Company’s 2014 Short Term Incentive Plan and any commission program of the Company (provided that for commission-based Company Employees, the Company may modify the terms of the applicable commission program at any time from and after the Closing Date so long as such modifications (A) are prospective in nature, (B) effective only following 30 days prior written notice, and (C) do not reduce the applicable target amounts), (iii) employee welfare benefits that are, in the aggregate, substantially similar to those provided by the Company to such Company Employee immediately prior to the Closing, and (iv) severance benefits in accordance with Schedule 6.13(a), taking into account such Company Employee’s additional period of service and rate of base pay or wages and target cash incentive compensation with the Company and its Affiliates following the Closing. Except as required by Law, nothing contained in this Agreement shall be construed as requiring the Company or any of its Affiliates to continue the employment of any specific person.
Compensation and Benefits Comparability. For a period of two (2) years following the Closing, or such longer period as required by applicable Law, Transferred Employees who remain in the employment of New Mylan or any of its Affiliates shall receive (i) base salary or wage rates that are not less than those in effect for each such Transferred Employee immediately prior to Closing, (ii) equity and cash incentive compensation opportunities that, in the aggregate, are no less favorable than those in effect for each such Transferred Employee immediately prior to Closing, (iii) employee benefits that, in the aggregate, are substantially similar to those in effect for each such Transferred Employee immediately prior to Closing (including defined benefit pension benefits), and (iv) severance benefits that are no less favorable on an individual basis than the greater of (A) the severance benefits that would have been applicable to each such Transferred Employee under the Abbott or applicable Abbott Affiliate severance plans or individual Contracts to the extent set forth on Schedule 8.2(a) (which Abbott shall provide Mylan no later than sixty (60) days after the date of this Agreement and Schedule 8.2(a) shall exclude any plan or Contract mandated by and maintained solely pursuant to applicable Law), immediately prior to the Closing, as the case may be, taking into account such Transferred Employee’s additional period of service and rate of base salary or wages and bonus target with New Mylan or its Affiliates following the Closing and (B) the severance benefits applicable to similarly situated employees of New Mylan or its Affiliates. Except as required by Law, nothing contained in this Agreement shall be construed as requiring New Mylan or one of its Affiliates to continue the employment of any specific Person or to continue any specific benefit plan.
Compensation and Benefits Comparability. For a period of one (1) year following the Closing, Purchaser shall cause (i) each Transferred Employee who remains in the employment of Purchaser or any of its Affiliates to receive base salary or wage rates, incentive compensation opportunity (excluding any equity-based compensation) and other cash compensation that, in the aggregate, are substantially similar to those in effect for such Transferred Employee, immediately prior to Closing, and (ii) the Transferred Employees who remain in the employment of Purchaser or any of its Affiliates to receive employee benefits (excluding deferred compensation, severance benefits and supplemental executive retirement plans) that, in the aggregate, are substantially similar to those in effect for Transferred Employees, in the aggregate, immediately prior to the Closing. In addition, Purchaser shall credit each Transferred Employee with any accrued but unused paid time off under policy “04. Time Off” of the EMCORE Corporation Employee Handbook as reflected in Seller’s records immediately prior to Closing. Except as required by Law, nothing contained in this Agreement shall be construed as requiring Purchaser or any of its Affiliates to continue the employment of any specific person.
Compensation and Benefits Comparability. For a period of one year following the Closing, Transferred Employees who remain in the employment of the Purchaser or any of its Affiliates shall receive (i)(a) the same or greater base salary or wage rate than the base salary or wage rate provided by the Seller to such Business Employee immediately prior to the Closing and (b) the same or greater aggregate cash compensation opportunities (including base salary or wage rate plus cash incentive compensation opportunities (prorated for the incentive plan performance period in which the Closing occurs)) than the aggregate cash compensation opportunities provided by the Seller to such Business Employee immediately prior to the Closing (provided that for commission-based Transferred Employees, the Purchaser may modify the terms of the applicable commission program at any time from and after the Closing Date so long as such modifications (A) are prospective in nature, (B) effective only following 30 days prior written notice, and (C) do not reduce the applicable target amounts), (ii) employee benefits that are, in the aggregate, not less favorable than those provided to similarly-situated employees of the Purchaser and (iii) severance benefits in accordance with Schedule 8.2(a), taking into account such Transferred Employee’s additional period of service and rate of base pay or wages and target cash incentive compensation with the Purchaser or its Affiliates following the Closing. Except as required by Law, nothing contained in this Agreement shall be construed as requiring the Purchaser or any of its Affiliates to continue the employment of any specific person.
Compensation and Benefits Comparability. With respect to U.S. Transferred Employees, for a period beginning on the Closing and ending on the one-year anniversary of the Closing (the “Continuation Period”), the Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with the Purchaser and its Affiliates (A) a base salary or wage rate and target annual cash bonus opportunities and other cash incentive opportunities that are no less favorable in the aggregate than those in effect for each such Transferred Employee immediately prior to the Closing, (B) other compensation and benefits (including retirement, health and welfare and fringe benefits, and the grant-date value of restricted stock and other equity or equity-based awards, but excluding qualified and non-tax qualified defined benefit plans) that, in the aggregate, are substantially comparable in value to those in effect for each such Transferred Employee immediately prior to the Closing and (C) severance payments and benefits that are no less favorable than the severance payments and benefits provided to similarly situated employees of the Purchaser and its Affiliates at the time of such termination of employment. For the avoidance of doubt, Purchaser is not obligated to provide equity or equity-based awards to Transferred Employees to meet its obligation under clause (B) and may satisfy its obligations pursuant to the preceding sentence by providing cash payments or other benefits in lieu of equity compensation benefits. Without limiting the generality of this Section 7.05(b)(i) or the Purchaser’s obligations hereunder, with respect to U.S. Transferred Employees covered by a Collective Bargaining Agreement, effective from and after the Closing Date, the Purchaser and its Affiliates shall comply with applicable Law concerning such Collective Bargaining Agreement in the context of this Agreement.
Compensation and Benefits Comparability. Immediately following the Closing and continuing until December 31, 2009, Purchasers shall or shall cause their respective Affiliates to provide to the Business Employees who remain in the employment of Purchasers or any of their respective Affiliates:
Compensation and Benefits Comparability. Except as otherwise required by applicable Law, until the earlier of twelve (12) months following the Closing or the date on which a Transferred Employee’s employment with Purchase and its Affiliates terminates (such period, (the “Protected Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee: (i) rates of hourly wages and annual base salaries which are no less favorable than those provided to such Transferred Employee immediately prior to the Closing; (ii) annual cash bonus and target incentive opportunities (including commissions) which are no less favorable than those provided to such Transferred Employee immediately prior to the Closing; (iii) a primary work location that is not greater than fifty (50) miles from the Transferred Employee’s primary work location as of immediately prior to the Closing (determined without regard to any remote work arrangements); (iv) employee benefits (excluding any defined benefit pension benefits, retiree medical benefits, nonqualified deferred compensation, long-term incentives and equity or equity-based incentives) that are substantially comparable, in the aggregate, to those provided to the Transferred Employee immediately prior to the Closing; and (v) responsibilities that involve the same primary job function and substantially similar skillset as applicable to such Transferred Employee’s position as of the Execution Date. The employment compensation, benefits and terms required to be provided by Purchaser or one of its Affiliates under this Section 9.3(a) in their totality shall constitute a “Comparable Offer”.
Compensation and Benefits Comparability. Except as otherwise required by applicable Law, for a period of twelve (12) months following the Closing (the “Protected Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee:
