Continuing Employee Matters Clause Samples
Continuing Employee Matters. (a) Until January 1, 2007, Parent shall arrange for each participant in the Plans (the “Company Participants”) (including all eligible dependents) who becomes a Parent employee (or an employee of any Parent subsidiary) at the Effective Time to be eligible for benefits that, in the aggregate, are not materially less favorable than those benefits provided by the Company or its Subsidiaries, as applicable, as of the date hereof (but specifically excluding any benefits under any Plan that is a stock option or other equity-based award plan). Each Company Participant shall, to the extent permitted by Law and applicable Tax qualification requirements, and subject to any applicable break in service or similar rule, receive credit (for eligibility to participate and vesting but not for benefit accrual) under Parent employee benefit plans for years of service with the Company (and its subsidiaries and predecessors) prior to the Effective Time (except where doing so would cause a duplication of benefits). If applicable, Parent shall, to the extent reasonably feasible, (x) cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to such Company Participants and their eligible dependents in accordance with applicable Laws and (y) provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent employee benefit plans or programs in which they are eligible to participate after the Effective Time.
(b) The Company shall provide to the Parent forms of any option award, restricted stock or bonus agreement to be used in connection with the grants of any award under any of the Plans to be executed any time after the date hereof. Parent shall have the opportunity to review and comment on such forms before any such forms are executed.
(c) Parent shall make available 86,806 shares of Parent Company Stock for the purpose of granting options to employees of the Surviving Corporation and its Subsidiaries who are hired or promoted during the three years next following the Effective Time. The President of the Surviving Corporation shall make recommendations to the Board of Directors of the Parent from time to time respecting the granting o...
Continuing Employee Matters. Following the Effective Time, Parent shall arrange for each participant in the Employee Benefit Plans (the “Company Participants”) (including all eligible dependents) who becomes a Parent employee (or an employee of any Parent subsidiary) after the Effective Time to be eligible for benefits that, in the aggregate, are not materially less favorable than (a) those provide by the Company as of the date hereof (and disclosed to Parent prior to the date hereof) or at the election of Parent (b) those provided to similarly situated employees of Parent. Each Company Participant shall, to the extent permitted by law and applicable tax qualification requirements, and subject to any applicable break in service or similar rule, receive credit (including for eligibility to participate and vesting) under Parent employee benefit plans for years of service with the Company (and its subsidiaries and predecessors) prior to the Effective Time (except where doing so would cause a duplication of benefits). If applicable, Parent shall, to the extent reasonably feasible (without expense to Parent), (x) cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to such Company Participants and their eligible dependents in accordance with applicable laws and (y) provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent employee benefit plans or programs in which they are eligible to participate after the Effective Time. Solely for the avoidance of doubt, nothing in this Section 5.11 is intended or shall be construed to confer any entitlement to Parent stock or options.
Continuing Employee Matters. (a) The Company shall use commercially reasonable efforts to ensure that all Continuing Employees shall [**].
(b) As of the Closing Date, [**], (i) the Buyer shall provide, or shall cause one of its Affiliates (including the Surviving Corporation) to provide, each Continuing Employee with [**] and (ii) the Buyer or its Affiliates shall provide the Continuing Employees with [**], provided that the Buyer may also satisfy this provision by [**]. The Buyer shall not be required to [**].
(c) To the extent permitted by the applicable plans and arrangements, the Buyer, the Surviving Corporation and their respective Subsidiaries and Affiliates shall [**].
(d) Nothing in this Section 4.11 (i) is intended to, or shall be construed to, confer upon any Continuing Employee or any other Person other than the Parties to this Agreement any rights or remedies hereunder (including any third party beneficiary rights), or (ii) shall establish, amend or be deemed to establish or amend any Employee Benefit Plan of the Company or any Buyer Plan or other benefit plan, program, policy or arrangement of the Buyer, the Surviving Corporation or any of their respective Affiliates or shall limit the rights of the Company, the Buyer, the Surviving Corporation or any of their respective Affiliates to establish, amend or terminate any Employee Benefit Plan or any other benefit plan, program, policy or arrangement, whether before or after Closing.
Continuing Employee Matters. Following the Closing Date and through December 31, 2005, Purchaser shall, for each participant in the Company’s employee benefit plans (the “Company Participants”) (including all eligible dependents) who becomes a Purchaser employee (or an employee of any Purchaser subsidiary) after the Closing Date, maintain such employee benefit plans on substantially the same terms as existed as of the date of this Agreement. Commencing on or before January 1, 2006 and thereafter, Purchaser shall arrange for continuing employees of the Company and any Subsidiary to be eligible for benefits that are provided to similarly situated employees of Purchaser. After the Closing, Purchaser shall, to the extent permitted under applicable law, provide continuing employees of the Company and the Subsidiaries with the right to participate in the Purchaser’s stock option and other equity compensation plans, with such participation to be on terms comparable to similarly situated employees of Purchaser. Each Company Participant shall, to the extent permitted by law and applicable tax qualification requirements, and subject to any applicable break-in-service or similar rule, receive credit (including for eligibility to participate) under Purchaser employee benefit plans for years of service with the Company (and its subsidiaries and predecessors) prior to the Closing Date (except where doing so would cause a duplication of benefits). If applicable, Purchaser shall, to the extent reasonably feasible, cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to such Company Participants and their eligible dependents in accordance with applicable laws. Solely for the avoidance of doubt, nothing in this Section 5.13 is intended or shall be construed to confer upon any Company Participant any entitlement to Purchaser stock or options.
Continuing Employee Matters