Employees, Compensation and Benefits. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, all employees of the Company who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) will be provided with base salary, incentive compensation opportunities and employee benefits (excluding equity, equity-based and long-term incentive opportunities) that are no less favorable in the aggregate than that provided by the Company and immediately prior to the Effective Time. Parent agrees that the acquisition of shares of Company Common Stock by Acquisition Sub pursuant to the Offer shall be deemed a “change in control” and/or “change of control” for all purposes under each of the Company Employee Plans and Company Employee Agreements.
Employees, Compensation and Benefits. For all services rendered by Employee during his employment hereunder, the Employer shall compensate Employee as follows:
Employees, Compensation and Benefits. Schedule 3.11 to the Shareholder's Disclosure Letter is a list of all bonus, incentive, compensation, disability pension, profit sharing, group insurance or employee welfare plans of any nature whatsoever (collectively, the "Plans"); and all employment contracts and all other contracts, agreements or commitments to or with individual employees or agents extending for a period of more than thirty (30) days from the date thereof or providing for earlier termination only upon the payment of a penalty, severance pay or an equivalent thereof.
Employees, Compensation and Benefits. Subject to this Agreement and as more fully set forth hereinbelow, during the Employment Term, the Employee shall be treated in the same manner as, and be entitled to such benefits and other perquisites and terms and conditions of employment no less favorable than, Senior Managers of the Company at a similar level and with comparable responsibilities. Employee shall receive no additional compensation for serving as a member of the Board of Directors of the Company or as an officer or director of any subsidiary or affiliate.
Employees, Compensation and Benefits. During the period commencing on the Closing Date and ending on the date which is not less than twelve (12) months after the Closing Date (or earlier, if a Company Employee’s (as defined below)employment with the Company or its Subsidiaries terminates), Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, provide to each employee of the Acquired Companies as of the day immediately prior to the Closing (the “Company Employees”): (i) base salary or wages, as applicable, and target bonus opportunities (excluding equity-based compensation), which are no less favorable in the aggregate than provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing; and (ii) retirement and welfare benefits that are substantially comparable in the aggregate to those provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing. After the Closing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to (I) honor all rights to paid time off, including vacation, personal and sick days, accrued but unused by Company Employees prior to the Closing under any Benefit Plan, subject to the terms and conditions thereof (collectively, “Paid Time Off”); and (II) provide Company Employees with a reasonable opportunity to use Paid Time Off under the Surviving Corporation’s Paid Time Off plans. Parent shall honor, or shall cause the Surviving Corporation to honor, in accordance with their terms, all employment agreements between the Company and its Subsidiaries on the one hand and any officer, director or employee, of the Company or such Subsidiary on the other hand, as such agreements are in effect on the day prior to the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, this Section 6.17 will not be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Parent, the Surviving Corporation or any of their respective Subsidiaries to terminate any Company Employee for any reason; (ii) subject to the limitations and requirements specifically set forth in this Section 6.17, require Parent, the Surviving Corporation or any of their respective Subsidiaries to continue any Benefits Plan or prevent the amendment, modification or termination thereof after the Effective Time; (iii) create any third party beneficiary rights in any Person; or (iv) establish, amend or modify any Benefit Plan.
Employees, Compensation and Benefits. (a) Atmos, in its sole discretion, shall determine the job titles and duties of all of the employees of the Company and its Subsidiaries immediately prior to the Effective Time (the "Assumed Employees") and, except as otherwise required by any collective bargaining agreement, shall provide compensation and employee benefits to such Assumed Employees which are comparable to the compensation and employee benefits provided to all other non-union employees of Atmos.
Employees, Compensation and Benefits. Except as otherwise provided in this Agreement and as more fully set forth hereinbelow, the Employee shall be treated in the same manner as and be entitled to such benefits and other perquisites and terms and conditions of employment as other Senior Managers of the Company at a similar level and with comparable responsibilities. (a)
Employees, Compensation and Benefits. Schedule 3.17 sets forth a list of the name, years of service, position, state of employment, employment term, rate of compensation, vacation or other paid time-off accrued, and any incentive compensation arrangements, bonuses or commissions or fringe or other benefits, of each person who is primarily employed in or providing services to the Security Solutions unit in any capacity (whether as an employer, officer, director, independent contractor or otherwise).
Employees, Compensation and Benefits. At the Closing, Seller will provide Purchaser with Exhibit "H", which shall be attached hereto and incorporated herein by reference, and which shall set forth the names of certain employees of Seller actively involved in the business of Seller that Purchaser has identified prior to Closing as being individuals Purchaser may desire to employ, their position with the Seller, their date of hire, and their rate of compensation and the amount of any accrued vacation pay as of the Closing Date. Except as set forth in Exhibit "H," there will be no other fringe benefits or other forms of compensation paid to any such employee of Seller except the fringe benefits described in Seller's "New Employee Folder" and certain sales bonus and commission plans which have been disclosed to Purchaser. Except as set forth in Exhibit "H,", Seller will have no agreement or understanding with any employees identified by Purchaser, either explicit or implicit, which, in Seller's reasonable judgment, would influence any such person not to become associated with Purchaser from and after the time of Closing or from serving Purchaser in a capacity similar to the capacity presently held. Seller shall reasonably cooperate with Purchaser in its efforts to hire such employees and encourage the individuals which shall be identified by Purchaser to accept employment with Purchaser, to the extent that Seller is reasonably able to do so, prior to the Closing of this transaction, it being understood by the parties hereto that Purchaser has no obligation and has made no commitment to hire any of Seller's employees. Purchaser shall make any such offer of employment to any such employee, upon such terms and conditions, including starting date, as Purchaser may deem appropriate, it being acknowledged that the foregoing does not in any way constitute an employment agreement or an agreement either to employ any of such employees, or to employ them for any specific period of time or other than on an "at will" basis.
Employees, Compensation and Benefits
