Employee Relations and Benefits. (a) Effective as of the Closing and for a period of twelve (12) months thereafter, the Buyer shall cause the Acquired Business to provide each Business Employee substantially the same base compensation amount and incentive compensation program, and with a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating the employment of any Business Employee with or without cause. For a period of twelve (12) months after Closing, the Business Employees not terminated for cause shall be entitled to participate in Buyer’s severance plan and shall receive credit thereunder for service to Seller or its Affiliates. For the period beginning on the Closing Date and ending on December 31, 2006 or as extended by mutual agreement of the parties to a date no later than December 31, 2007 (the “Transition Period”), Buyer may elect, and Seller shall agree to provide: (1) continuation of benefits for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit Plans”) to the extent provided to such Business Employees immediately prior to the Closing Date along with employee benefits administration services; provided, however, that nothing in this Section 6.7(a) shall be construed to amend the Continued Benefit Plans or to otherwise limit Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; and (2) payroll services (not including payments under any employment, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable to the Business Employees (and their covered dependents) pursuant to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller shall not be liable for payment for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to such Business Employees. For purposes of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or prov...
Employee Relations and Benefits. (a) The Parties intend that there shall be continuity of employment with respect to all Business Employees as follows:
Employee Relations and Benefits. 10 ARTICLE 6.
Employee Relations and Benefits. 5.1 Pre-
Employee Relations and Benefits. (a) Employees of the Company immediately before the Effective Time shall become employees of the Surviving Corporation at the Effective Time (“Transferred Employees”). Each plan, program, policy, and arrangement covering employees of the Surviving Corporation shall credit each Transferred Employee’s length of service with the Company for purposes of determining eligibility to participate and vesting (but not for benefit accrual). To the extent any Transferred Employee has satisfied any deductible or co-payments Table of Contents under a Benefit Plan for the current plan year, such Transferred Employee shall be credited for such payment under the employee benefit plan, program, policy, or arrangement of Buyer or the Surviving Corporation, if any, that most closely resembles the Benefit Plan under which the deductible or co-payment was paid.
Employee Relations and Benefits. (a) Prior to the Closing, Purchaser or one of its Designees shall offer employment to the employees of the Business set forth in Section 6.6(a) of the Disclosure Letter (the “Transferred Employees”) effective on the Closing Date on the terms and conditions of employment with respect to salary, bonus opportunity and position as determined by Purchaser in its sole discretion, subject to Purchaser’s obligation to assume all liabilities and obligations to provide severance to Transferred Employees as disclosed in Section 6.6(a) of the Disclosure Letter.
Employee Relations and Benefits. (a) The parties hereto intend that there shall be continuity of employment for all CDG employees listed on Schedule 5.1(a)(i) ("CDG EMPLOYEES"). Buyer will be responsible for the payment of all severance benefits, if any, consistent with severance practices set forth on Schedule 5.1(a)(ii), and other costs related to any termination of the CDG Employees by Buyer on or after the Closing Date. CDG Employees who are employed by CDG at Closing shall be referred to as "TRANSFERRED EMPLOYEES."
Employee Relations and Benefits. 48 6.1 Pre-Closing Conduct; Other Liabilities ................................. 48 7 Termination ............................................................ 51 7.1 General ................................................................ 52 7.2 Obligations in Event of Termination .................................... 52
Employee Relations and Benefits. (a) The parties hereto intend that there shall be continuity of employment with respect to all employees of CAT (the "CAT EMPLOYEES"). CP will submit a list of all dedicated Arrow corporate employees in the sales, marketing, product development, operations, merchandise and administrative areas in its New York office and all dedicated Arrow corporate employees in the Hong Kong and Smyrna, Georgia offices, excluding employees in the human resources and MIS departments ("CORPORATE EMPLOYEES"), and all U.S. Arrow Factory Stores employees ("U.S. AFS EMPLOYEES" and, together with the Corporate Employees, the "CP EMPLOYEES") to Buyer on the date hereof and at least fifteen (15) business days prior to the Closing Date. At any time prior to the Closing Date, Buyer may notify CP of any CP Employee that Buyer would not intend to hire on or after the Closing Date; PROVIDED, HOWEVER, that such notice shall be given no later than the Monday which is at least five business days prior to the Closing Date. Commencing on or prior to the Closing Date, on each Monday after the Closing Date and through sixty (60) days following the Closing Date (the "CONTINGENT PERIOD"), Buyer will provide CP with a list of all CP Employees it does not wish to hire and whose services Buyer will no longer need as of the end of such week. The CP Employees that Buyer does not hire are referred to herein as the "NON-
Employee Relations and Benefits. (a) Between thirty (30) and fifteen (15) Business Days prior to the Closing Date, Seller shall provide Buyer with an updated Business Employee List to reflect new hires, terminations or other personnel changes occurring between the date hereof and the Closing Date made in accordance with and subject to Section 6.1(a) and the amount of accrued PTO and accrued bonus and other incentive compensation (including amounts accrued under any Seller Annual Bonus Plan or any Seller sales and commission plans in effect as of the Closing) as of the date thereof.
