Common use of Continued Employees Clause in Contracts

Continued Employees. As of the Effective Time, Parent, Surviving Company or a subsidiary of Parent (“Continued Employer”) shall include employees of Worth and its Subsidiaries whose employment does not terminate as a result of the consummation of the Merger (“Continued Employees”) in employee benefit plans equivalent in the aggregate to those provided under the Company Plans immediately prior to the Closing or, at the option of the Parent, those provided to similarly-situated employees of Parent and its affiliates. Continued Employer shall honor each employee’s rights in respect of accrued paid time off and extended illness bank as of the Effective Time. Continued Employees shall be credited for their length of service with the Company and it Subsidiaries under the employee benefit plans maintained by the Continued Employer, including for purposes of eligibility, benefit accrual, and vesting, provided that service with the Company and its Subsidiaries shall not be taken into account for benefit accrual purposes under any defined benefit pension plan of the Continued Employer. The Continued Employees and their dependents and beneficiaries shall not be required, in the plan year in which Closing occurs, to satisfy any deductible, co-payment, out-of-pocket maximum or similar requirement under the Continued Employer’s plans that provide medical, dental and other welfare benefits to the extent of amounts previously credited for such purposes under the medical, dental and other welfare benefit plans of the Company and its affiliates that covered the Continued Employees prior to Closing. In addition, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in such Continued Employer’s plans shall not apply with respect to the Continued Employees and their dependents and beneficiaries. Notwithstanding anything herein to the contrary, nothing herein shall (a) alter the “at-will” status of any employee of the Company or any Subsidiary, (b) obligate the Continued Employer to maintain any employee (including the Continued Employees) in its employment or (c) obligate Parent or the Continued Employer to maintain any particular benefit plan or arrangement.

Continued Employees. As (a) With the exception of up to fifty (50) Business Employees (of which not more than thirty-nine (39) Business Employees will be from the Fort ▇▇▇▇▇, Indiana facility and thirty-two (32) Business Employees will be from the Bedford, Massachusetts facility) who may be selected at the Buyer's sole discretion and not retained as Business Employees (the "Non-Continued Employees"), whom Buyer agrees to identify as soon as practicable, but in no event fewer than two (2) business days prior to the Closing Date, Buyer shall extend to all Business Employees who are employed by Seller or the Company offers of employment with the Buyer. With the exception of the Effective TimeNon-Continued Employees and any other Business Employees who voluntarily decline employment, Parent, Surviving all Business Employees shall be employed (the "Continuing Employees") on substantially the same terms and conditions as governed such Business Employees' employment with the Company or a subsidiary Seller immediately prior to the Closing Date, subject to: (i) changes as may be made by Buyer in the ordinary course of Parent business after the Closing Date; (“Continued Employer”ii) each Continuing Employee's execution of Buyer's non-competition, confidentiality and proprietary rights agreement; and (iii) each Continuing Employee's employment being terminable at-will by the Buyer. Nothing in this Section 5.12 (a) shall include employees of Worth and its Subsidiaries whose obligate Buyer to offer employment does not terminate to a Continuing Employee in the identical job or with the identical responsibilities as such Continuing Employee was provided by Seller or the Company. No Business Employee will, on the Closing Date, be entitled to any compensation (x) for services performed as a result broker or finder in connection with the transaction contemplated by this Agreement or (y) solely by virtue of the consummation of the Merger transactions contemplated hereby. Seller will be responsible for all severance payments (“if any) due to Non-Continued Employees”) in employee benefit plans equivalent in Employees and Continuing Employees as a result of their receipt and acceptance of Buyer's offer of employment. Buyer shall have no liability for any accrued vacation or sick time or any unpaid wages or other compensation or benefits of any sort that may be owed to the aggregate to those provided under Business Employees as a result of their employment with Seller or the Company Plans immediately prior to the Closing or, at the option of the Parent, those provided to similarly-situated employees of Parent and its affiliates. Continued Employer shall honor each employee’s rights in respect of accrued paid time off and extended illness bank as of the Effective Time. Continued Employees shall be credited for their length of service with the Company and it Subsidiaries under the employee benefit plans maintained by the Continued Employer, including for purposes of eligibility, benefit accrual, and vesting, provided that service with the Company and its Subsidiaries shall not be taken into account for benefit accrual purposes under any defined benefit pension plan of the Continued Employer. The Continued Employees and their dependents and beneficiaries shall not be required, in the plan year in which Closing occurs, to satisfy any deductible, co-payment, out-of-pocket maximum or similar requirement under the Continued Employer’s plans that provide medical, dental and other welfare benefits to the extent of amounts previously credited for such purposes under the medical, dental and other welfare benefit plans of the Company and its affiliates that covered the Continued Employees prior to Closing. In addition, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in such Continued Employer’s plans shall not apply with respect to the Continued Employees and their dependents and beneficiaries. Notwithstanding anything herein to the contrary, nothing herein shall (a) alter the “at-will” status of any employee of the Company or any Subsidiary, Date. (b) obligate the Continued Employer to maintain Buyer will ensure that any employee (including the Continued Employees) in its past service of Continuing Employees as a result of their employment or (c) obligate Parent with Seller or the Continued Employer Company prior to maintain any particular benefit plan or arrangementthe Closing Date is recognized and credited to such Continuing Employees under the Buyer's vacation policy after the Closing Date.