Continuation of Compensation and Benefits. In the event that the Company provides notice to Executive under this Section 5.2(A), then for the duration of the Notice Period Executive shall continue to receive the base salary that he/she received immediately prior to the notice of termination and shall continue to be eligible to receive all benefits to which he/she is entitled as an employee of the Company. Executive shall not be entitled to any bonus (either in full or pro rata) otherwise payable after the date on which notice is given, nor except as provided below shall Executive receive any Compensation or be eligible for any benefits after the Termination Date, including but not limited to salary and medical, dental, life and disability benefits. Executive will have the right to elect to continue his/her health and dental insurance after the Termination Date to the extent permitted by COBRA. Except as provided below, any COBRA coverage will be at Executive’s own expense and is not the responsibility of the Company.
Continuation of Compensation and Benefits. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all other compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.
Continuation of Compensation and Benefits. If Corporation shall attempt to terminate Employee's employment at any time after a change in Control and such termination is in good faith disputed by Employee, Corporation shall continue to pay Employee all of his compensation and benefits provided for in this Agreement until the dispute is finally resolved, either by mutual written agreement or by final judgment, order or decree of a court of competent jurisdiction.
Continuation of Compensation and Benefits. For the twelve (12)- month period following the Closing Date (or for such longer period as required by applicable Law) (the “Continuation Period”), Purchaser shall, or shall cause one of its Affiliates to, provide to each Transferred Employee (a) a base salary or base wage rate (as applicable) and annual target incentive or bonus opportunities that are no less favorable than the base salary or base wage rate and annual target incentive or bonus opportunities in effect immediately prior to the Closing, and (b) other employee benefits (excluding equity-based compensation, defined benefit pension plans, retiree health and welfare plans and nonqualified deferred compensation plans) that are substantially comparable in the aggregate to those in effect for such Transferred Employee immediately prior to the Closing; provided, however, that the Parties agree that no breach of Purchaser’s obligations under Section 10.02(b) with respect to 401(k) plan participation (or employer matching contributions thereunder) would be deemed to occur during any post-Closing delay in implementing the replacement 401(k) Plan as described in Section 10.09. Notwithstanding the foregoing or anything to the contrary in this Article X, the compensation, benefits and other terms and conditions of employment for the Transferred Employees who are 62 covered by a Union Contract (such Transferred Employees, the “Union Employees”) shall be governed by the terms of the applicable Union Contract. Effective as of the Closing Date or, with respect to Transferred Employees who continue to participate under Seller Benefit Plans under the Transition Services Agreement, the applicable HR TSA End Date (or, if later, the applicable Transfer Date), each Transferred Employee (and their eligible spouses and dependents) shall cease to participate in each Seller Benefit Plan (other than each Assumed Benefit Plan) and the Company Group shall terminate its participation in each Seller Benefit Plan (other than each Assumed Benefit Plan). If any LTD Employee presents himself or herself for active employment with Purchaser, Seller or any of their respective Affiliates within the six (6)-month period following the Closing Date (or such longer period required by applicable Law or any Union Contract, as applicable), then Purchaser or one of its Affiliates shall deliver a written offer of employment consistent with the applicable requirements of this Article X as soon as reasonably practicable following such date an...
Continuation of Compensation and Benefits. For the one-year period immediately following the Effective Time (the “Continuation Period”), Parent shall, and shall cause the Parent Subsidiaries to, provide to each WRECO Employee (i) base salary and bonus and incentive compensation opportunities that are no less favorable than those provided to such WRECO Employee as of immediately prior to the Distribution and (ii) other employee benefits that are substantially comparable in the aggregate to the employee benefits provided to such WRECO Employee as of immediately prior to the Distribution.
Continuation of Compensation and Benefits. Parent will, and will cause its Affiliates to, continue the employment effective immediately after the Closing Date of all Employees of the Company or any Company Subsidiary as of the Closing Date (the “Company Employees”), including each such Employee on medical, disability, family or other leave of absence as of the Closing Date. For a period of one year following the Effective Time (the “Continuation Period”), Parent will, or will cause its Affiliates to, provide each Company Employee with compensation and benefits that are no less favorable in the aggregate than the compensation and benefits, taken as a whole (including equity-based compensation opportunities and severance benefits), provided to such Company Employee as of immediately prior to the Effective Time; except that each such Company Employee’s annual base salary or wage rate will be no less favorable than those provided to such Company Employee as of the Effective Time. Nothing in this Section 6.4(a) will obligate Parent, Surviving Corporation or the Company to continue the employment of any Company Employee for any specific period.
Continuation of Compensation and Benefits. For a one (1) year period following the Closing, the Purchaser shall provide, or shall cause to be provided, to each Continuing Employee (i) an annual base salary that is no less than the annual base salary provided to such Continuing Employee immediately prior to the Closing Date and (ii) incentive compensation opportunities (including annual and long-term incentive opportunities, but excluding any equity-based compensation) and employee benefits (but excluding any defined benefit pension or retiree medical benefits), all of which that are no less favorable in the aggregate to such Continuing Employee than the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, for the avoidance of doubt, the value of any pension benefits) provided to such Continuing Employee immediately prior to the Closing Date. In so far as the same is consistent with Sellers’ normal policies and payroll practices, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior to the Closing and, to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentatio...
Continuation of Compensation and Benefits. Effective as of the Closing Date, Purchaser shall establish, or shall allow the Company Employees to participate in, employee compensation and benefit plans (such plans, the “Purchaser Benefit Plans”) for the benefit of the Company Employees that provide compensation and benefits in accordance with this Section 6.07. The parties acknowledge and agree that the Company Employees shall continue to participate in the Seller Benefit Plans through immediately prior to the Closing Date, and shall cease all active participation in the Seller Benefit Plans as of the Closing Date. For the period commencing on the Closing and ending on December 31, 2015 (the “Continuation Period”) or until the date of a Company Employee’s termination of employment, Purchaser shall, or shall cause its affiliates to, provide each Company Employee with a Comparable Position and
Continuation of Compensation and Benefits. Without limiting the generality of Section 6.07(b), during the applicable Continuation Period Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, provide each Transferred Employee with his or her applicable Specified Compensation and Benefits.
Continuation of Compensation and Benefits. For a period of eighteen (18) months immediately after the Closing Date (or for such longer period as required by applicable Law or pursuant to the terms of any applicable Union Contract), Buyer shall (or shall cause the Buyer Corporations to) provide to each Transferred Employee (i) a base salary or wages no less favorable than those provided immediately prior to the Closing Date and (ii) other employee benefits, variable pay, incentive or bonus opportunities under plans, programs and arrangements that are substantially comparable in the aggregate to those provided by Ashland or the applicable Asset Selling Corporation as expected to be in effect on January 1, 2011, as set forth on Schedule 7.5(d). Notwithstanding the foregoing, nothing contemplated by this Agreement shall be construed as requiring either Buyer or any Buyer Corporation to be obligated to continue the employment of any Transferred Employee for any period after the applicable Closing Date.
