Us Employee Matters. (a) Prior to the Closing Date, but effective as of the Closing, the Buyers shall make offers of employment to all of the U.S. Business Employees listed on Schedule 5.3(a) (each such U.S. Business Employee, upon accepting an offer of employment from the Buyers, a “U.S. Transferred Employee”). Each such offer shall include an offer to compensate such U.S. Business Employee at a base salary or base wages which are equal to the amount of base salary or base wages in effect on the date of the Closing. Nothing in this Agreement shall limit the right of Buyers to terminate the employment of any U.S. Transferred Employee following the Closing Date.
Us Employee Matters. (a) From and after the Closing Date until the twelve (12) month anniversary thereof, Buyer shall, or shall cause Southern Clay Products to, provide (other than with respect to any U.S. Business Employees who are represented by a collective bargaining agreement) (i) a base salary or base wages to each U.S. Business Employee whose employment continues following the Closing (each a “Continuing U.S. Employee”) at an annual rate that is no less than the annual rate of the base salary or base wages that was provided to such employee immediately prior to the Closing Date and (ii) employee benefits to the Continuing U.S. Employees that are substantially equivalent in the aggregate to either (A) the employee benefits provided to such employees immediately prior to the Closing Date or (B) to similarly situated employees of Buyer or its Affiliates, disregarding (except as contemplated by the terms of this Agreement) any, equity or equity-based compensation, Transaction Bonuses or change of control arrangements. Effective as of the Closing, Buyer shall, and shall cause Southern Clay Products to, honor the terms of any collective bargaining agreement and union shutdown agreement covering any of the Continuing U.S. Employees and to continue to provide any compensation or employee benefits required to be provided under the terms of any such agreements. With respect to those Continuing U.S. Employees whose services are performed pursuant to an employment agreement, effective as of the Closing, Buyer shall, and shall cause Southern Clay Products to, honor the terms of such employment agreement.
Us Employee Matters. (a) Schedule 4.21(a) contains a true and complete list of all of the employees and independent contractors of the Company as of the date of this Agreement, specifying the position for such employee or independent contractor and, classification as exempt or non-exempt under the United States Fair Labor Standards Act of 1938, as amended. Except as set forth on Schedule 4.21(a)-2, the Company has not made any written or oral commitment to any employee or independent contractor with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated by this Agreement. The Company maintains, in all respects, accurate and complete Form I-9s with respect to each of its former and current employees in accordance with applicable laws concerning immigration and employment eligibility verification obligations.
Us Employee Matters. (a) Except as specifically set forth in Section 9.06(e), Jacada-US shall have no obligation to offer employment to, or employ, any Employees in the United States ("US Employees") and Jacada-US shall have no liability in respect of any such US Employees for salary, compensation, severance, stock options or stock option plans, health, welfare, retirement or other benefits arising out of employment with Sellers. Jacada-US shall have the right, in its sole discretion, to offer employment to any US Employee, and Sellers shall have no influence or control over the selection process. Prior to Closing, Sellers shall advise all US Employees that: (i) their employment with Sellers shall terminate immediately prior to the Closing Date; (ii) Sellers shall offer its severance practice as provided in subsection (iii) below; and (iii) upon termination of employment, they will be entitled to severance pay from Sellers in an amount to be calculated in accordance with Sellers' Standard Severance Practice (or in a greater amount, in the case of US Employees with agreements providing for same), but only in the event that they do not receive an offer of employment from Jacada-US or any Seller on or prior to the sixty-day anniversary of the Closing Date (regardless of whether they accept any such offer of employment). Sellers shall indemnify and hold Parent and Purchasers harmless against any and all damages, losses and liabilities associated with or related to the failure of Sellers to pay severance amounts to US Employees in accordance with Sellers' Standard Severance Practice.
Us Employee Matters. 8.2.2 As soon as practicable after the date of this Agreement, Buyer US and the Sellers shall mutually agree upon the timing and method of contacting the persons listed on the U.S. Personnel List (including the form of any written communications) regarding the transactions contemplated by this Agreement. Subject to the procedures established pursuant to the immediately preceding sentence, Buyer US shall have the right, prior to the Closing Date, to contact such listed persons, as Buyer US deems appropriate in its discretion, for the purpose of making offers of employment with Buyer US effective as of the Closing Date, which shall be contingent upon the occurrence of the Closing and the consummation of the transactions contemplated by this Agreement. Any U.S. Employee who receives and accepts an offer of employment from Buyer US is hereinafter referred to as a “Transferred U.S. Employee.” At the Closing, the Sellers shall terminate each Transferred U.S. Employee and the offers of employment from Buyer US shall become effective immediately upon such termination by the Sellers.
Us Employee Matters. (i) Effective as of the Closing Date, Buyer shall cause Atlantic Inertial US to continue the employment of each union and non-union employee of Atlantic Inertial US who on the Closing Date is either (a) actively employed, (b) on short-term disability, military leave, sick leave, family medical leave or some other approved leave of absence, (c) on long-term disability where the employee is otherwise entitled to reinstatement under the terms of the Atlantic Inertial US long-term disability plan or applicable collective bargaining agreement, or (d) on layoff status with, or otherwise entitled to, recall rights pursuant to any Law, collective bargaining agreement or Company policy (the “Continuing US Employees”). Nothing herein shall be construed as limiting Buyer’s ability to terminate the employment of any employee employed by Atlantic Inertial US after the Closing.
Us Employee Matters. (i) Section 3.18(a)(i) of the Relevant Disclosure Schedule lists (1) all employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements and employment, termination, severance or other Contracts, which are maintained, contributed to or sponsored by any member of any Warranting Party Group for the benefit of any U.S. Business Employee, and (2) any Contracts (other than stock option agreements, restricted stock and restricted stock unit agreements and similar agreements for equity compensation and benefit awards under plans approved by the board of directors of the Warranting Party) between any Warranting Party and any U.S. Business Employee (collectively, the “Warranting Party U.S. Plans”). The Warranting Party Group has made available to the Warrantee Party a true and complete copy of each such Warranting Party U.S. Plan.
Us Employee Matters. Newco and HNS hereby agree as to U.S. employee and employee benefit matters set forth in Exhibit J.
Us Employee Matters. (a) No less than 30 days after the date of this Agreement, and except with respect to those U.S. Business Employee set forth in Schedule 5.10(a), Purchaser will provide each U.S. Business Employee with a written offer of employment with the Purchaser, such employment to be effective immediately as of the Closing, and Seller shall terminate the employment of each such U.S. Business Employee, such termination to be effective immediately as of the Closing (each such U.S. Business Employee, upon accepting an offer of employment from the Purchaser, a “Transferred Employee”); provided that any offer to a U.S. Business Employee who is on a leave of absence (including disability leave) on the Closing Date shall be effective on the later of the Closing Date or the date such Employee is released to return to active employment. The Closing Date and any such later date upon which a U.S. Business Employee accepts employment with the Purchaser shall be referred to herein as a “Purchaser Employment Date.” Each offer will comply with all applicable Laws and will provide (i) employment at a location that is within a reasonable commuting distance, and in any event less than fifty (50) miles from the U.S. Business Employee’s primary work location as of the Closing Date, (ii) the same or a comparable job responsibilities as held by the U.S. Business Employee immediately prior to the Closing Date, (iii) a salary or other base compensation rate not less than the salary or base compensation rate in effect for such U.S. Business Employee immediately prior to the Closing Date, (iv) benefits that are no less favorable in the aggregate to those benefits provided to such U.S. Business Employee immediately prior to the Closing Date (other than with respect to any benefits under equity incentive plans) and (v) participation in the Purchaser’s bonus or profit sharing plans comparable to that provided to employees of the Purchaser having substantially equivalent job responsibilities. Without limiting the foregoing, the Purchaser will offer to each U.S. Business Employee, and provide to each Transferred Employee, terms and conditions of employment, including work location, compensation and employee benefits, sufficient to avoid the Seller incurring any obligations or liability under the federal Worker Adjustment and Retraining Notification Act, the New York State Worker Adjustment and Retraining Notification Act, or any comparable Law.
Us Employee Matters
