Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) The Surviving Corporation and its Affiliates will honor all Company Benefit Plans (including any severance, retention, change of control and similar plans, agreements, offer letters, offer summaries and other written arrangements, but excluding any commitment, understanding or promise to grant equity compensation) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be expressly permitted by the terms of such Company Benefit Plans. During the period from the Effective Date through the first (1st) anniversary of the Effective Time (the “Continuation Period”), the Surviving Corporation will provide all employees of the Company and its Subsidiaries as of the Effective Time who continue employment with the Surviving Corporation (“Employees”) with benefits under employee benefit plans (within the meaning of Section 3(3) of ERISA) and other perquisites and fringe benefits (collectively, “Employee Benefits”), other than equity based compensation, that are no less favorable in the aggregate, on a group rather than an individual basis, than the Employee Benefits provided by the Company and its Subsidiaries as in effect at the Effective Time; provided, however, that, subject to the requirements of the portion of this sentence that precedes this proviso, nothing herein shall (i) require that the Surviving Corporation maintain or continue any particular Company Benefit Plan or (ii) interfere with the Surviving Corporation’s right or obligation to make changes to any Company Benefit Plan or New Plan. Notwithstanding anything to the contrary set forth herein, subject to Section 5.6(a), nothing herein shall preclude the Surviving Corporation from terminating the employment of any Employee.

Employees; Benefit Plans. (a) The Surviving Corporation and its Affiliates will honor all Company Benefit Plans (including any severance, retention, change of control and similar plans, agreements, offer letters, offer summaries and other written arrangements, but excluding any commitment, understanding or promise to grant equity compensation) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be expressly permitted by the terms of such Company Benefit Plans. During the period from the Effective Date through the first (1st) anniversary of the Effective Time (the “Continuation Period”), the Surviving Corporation will provide all employees of the Company and its Subsidiaries as of the Effective Time who continue employment with the Surviving Corporation (“Employees”) with benefits under employee benefit plans (within the meaning of Section 3(3) of ERISA) and other perquisites and fringe benefits (collectively, “Employee Benefits”), other than equity based compensation, that are no less favorable substantially similar in the aggregate, on a group rather than an individual basis, than the Employee Benefits provided by the Company and its Subsidiaries as in effect at the Effective Time; provided, however, that, subject to the requirements of the portion of this sentence that precedes this proviso, nothing herein shall (i) require that the Surviving Corporation maintain or continue any particular Company Benefit Plan or (ii) interfere with the Surviving Corporation’s right or obligation to make changes to any Company Benefit Plan or New Plan. Notwithstanding anything to the contrary set forth herein, subject to Section 5.6(a), nothing herein shall preclude the Surviving Corporation from terminating the employment of any Employee.

Employees; Benefit Plans. (am) The In no event will Parent or the Surviving Corporation take any action that would have the effect of requiring any notice or consent to be given or sought prior to the Closing pursuant to the federal Worker Adjustment and its Affiliates will honor all Company Benefit Plans (including any severanceRetraining Notification Act of 1988, retention, change of control and similar plansstate, agreementslocal and foreign laws related to the plant closing, offer lettersrelocations, offer summaries mass layoffs and other written arrangementsemployment losses in connection with the transactions contemplated by this Agreement. With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, but excluding both any commitmentretiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, understanding or promise to grant equity compensation"Parent Benefit Plans") in accordance with their terms which any employees of the Company who remain employed immediately after the Effective Time (collectively, the “Company Continuing Employees”) will participate effective as in effect immediately prior to of the Effective Time, subject to any amendment Parent shall, or termination thereof that may be expressly permitted by the terms of such Company Benefit Plans. During the period from the Effective Date through the first (1st) anniversary of the Effective Time (the “Continuation Period”), shall cause the Surviving Corporation will provide to, recognize all employees service of the Company and its Subsidiaries as of the Effective Time who continue employment Continuing Employees with the Surviving Corporation Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (“Employees”but not for (i) with benefits purposes of early retirement subsidies under employee any Parent Benefit Plan that is a defined benefit plans pension plan or (within the meaning of Section 3(3ii) of ERISAbenefit accrual purposes, except for vacation, if applicable) and other perquisites and fringe benefits (collectively, “Employee Benefits”), other than equity based compensation, that are no less favorable in the aggregate, on a group rather than an individual basis, than the Employee Benefits provided by the any Parent Benefit Plan in which such Company and its Subsidiaries as in effect at Continuing Employees may be eligible to participate after the Effective Time; provided, however, that, subject that such service shall not be recognized to the requirements extent that (x) such recognition would result in a duplication of the portion of this sentence that precedes this proviso, nothing herein shall (i) require that the Surviving Corporation maintain or continue any particular Company Benefit Plan benefits or (iiy) interfere with such service was not recognized under the Surviving Corporation’s right or obligation to make changes to any corresponding Company Benefit Plan or New Employee Plan. Notwithstanding anything to the contrary set forth herein, subject to Section 5.6(a), nothing herein shall preclude the Surviving Corporation from terminating the employment of any Employee.

Employees; Benefit Plans. (a) The Surviving Corporation and its Affiliates will honor all Company Benefit Plans (including any severance, retention, change of control and similar plans, agreements, offer letters, offer summaries and other written arrangements, but excluding any commitment, understanding or promise to grant equity compensation) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be expressly permitted by the terms of such Company Benefit Plans. During Without limiting the period from generality of this Section 5.6(a), Section 5.6(b) and Section 5.6(c), during the Effective Date through the first (1st) anniversary of the Effective Time (the “Continuation Period”), the Surviving Corporation will provide all employees shall maintain the severance plans of the Company and its Subsidiaries pursuant to their material terms as of in effect at the Effective Time who continue and shall provide any Employee whose employment with is terminated by the Surviving Corporation or any of its Subsidiaries during the Continuation Period without cause (“Employees”as determined by the Surviving Corporation) with benefits under employee benefit plans (within the meaning of Section 3(3) of ERISA) severance and other perquisites and fringe separation benefits (collectively, “Employee Benefits”), other than equity based compensation, that are no less favorable in the aggregate, on a group rather aggregate than an individual basis, than what would be payable to such Employee pursuant to the severance plan or policy that was applicable to such Employee Benefits provided by the Company and its Subsidiaries as in effect at of the Effective Time; provided, however, provided that, subject in the case of any material severance plan or policy of the Company or any Subsidiary, this covenant shall apply only with respect to such severance plan or policy to the requirements extent the substantive terms and conditions of such plan or policy were disclosed to Parent prior to the portion date hereof. For purposes of this sentence that precedes this provisodetermining the severance and other separation benefits to which an Employee shall become entitled pursuant to the preceding sentence, nothing herein shall (i) require that the Surviving Corporation maintain or continue any particular Company Benefit Plan or (ii) interfere such Employee’s service with the Surviving Corporation’s right or obligation to make changes to any Company Benefit Plan or New Plan. Notwithstanding anything to the contrary set forth herein, subject to Section 5.6(a), nothing herein its Subsidiaries and all Pre-Closing Service shall preclude the Surviving Corporation from terminating the employment of any Employeebe recognized.