Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consu...
Employment and Benefit Matters. (a) Schedule 6.4(a) sets forth, as of the date hereof, a list of individuals employed by the Company and/or Seller Subsidiaries that are primarily engaged in the Business (the individuals set forth on such schedule are each a “Business Employee” and are collectively referred to as the “Business Employees”) showing for each such Business Employee the following information: (i) name, (ii) position, (iii) rate of compensation and any incentive compensation arrangements, bonuses, commissions, severance arrangements or fringe or other benefits, whether payable in cash or in kind, (iv) the date of hire, (v) visa status and (vi) whether such individual is on leave relating to work-related injuries and/or receiving disability benefits under any Plan. On or immediately after the Closing Date, the Company shall update Schedule 6.4(a) to reflect any new hires, terminations or departures of Business Employees (and the individuals appearing on such updated schedule shall be deemed to be Business Employees for purposes of this Section 6.4). On or before the Closing Date and except as indicated otherwise on Schedule 6.4, Buyer shall offer employment to each Business Employee, such offer to be pursuant to an offer letter on Buyer’s standard form and conditioned on the occurrence of the Closing and on such employees satisfying normal employment conditions of Buyer; provided that such offers of employment shall be with respect to base salary and cash bonus eligibility measured immediately following the Closing that, in the aggregate, are substantially similar to those in effect immediately prior to the Closing and the start date for each Business Employee shall be on the Closing Date (the “Offers”). The Company and Seller Subsidiaries shall use their commercially reasonable efforts to assist Buyer in employing as new employees of Buyer, all Business Employees. Any Business Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall be referred to, individually, as a “Transferred Employee” and, collectively, as the “Transferred Employees.” Seller Subsidiaries shall terminate the employment of all Transferred Employees with Seller Subsidiaries effective immediately prior to such Transferred Employees commencing employment with Buyer. Buyer shall in no way be obligated to continue to employ any Transferred Employee for any specific period of time, except to the extent otherwise provided in any written agreement entered into by Buyer and/or any Su...
Employment and Benefit Matters. 47 5.13 Directors' and Officers' Indemnification and Insurance......................................48 5.14
Employment and Benefit Matters. (a) Schedule 2.14(a) lists each of the following for each employee of the Company and each Subsidiary: name, hire date and current salary. None of the employees listed on Schedule 2.14(a) has given the Company or such Subsidiary notice of his or her intention to resign his or her position with the Company or such Subsidiary and neither the Company nor such Subsidiary has any present intention to terminate such employees.
Employment and Benefit Matters. (a) As soon as administratively practicable after the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries (i) shall receive employee benefits which are no less favorable than those generally afforded to other employees of Parent or its Subsidiaries holding similar positions and (ii) shall be entitled to participate in each employee benefit plan, program or arrangement of Parent of general applicability (the “Parent Benefits Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefits Plans may occur at different times with respect to different plans.) Parent shall cause each Parent Benefits Plan in which employees of the Company and its Subsidiaries are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans, the service of such employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company. Employees of the Company and its Subsidiaries will be given credit for past service with the Company for purposes of Parent’s vacation policy. Notwithstanding the foregoing, in no event shall an employee of the Company or its Subsidiaries who becomes an employee of Parent or its Subsidiaries at the Effective Time be eligible for bonus consideration for the period of employment from January 1, 2004 through the Effective Time to the extent such employee received a pro rata bonus from the Company and its Subsidiaries for employment during such period.
Employment and Benefit Matters. 8 2.15 Contracts ................................................................................ 11 2.16
Employment and Benefit Matters. The Surviving Corporation ------------------------------ shall for a period of one (1) year following the Effective Time maintain the contractual benefit programs identified in SCHEDULE 7.07 (each, a "BENEFIT PLAN"); PROVIDED that nothing herein shall affect the Surviving Corporation's rights to modify or terminate any such Benefit Plan at or after the end of such one (1) year period.
Employment and Benefit Matters. (a) Following the Effective Time, Buyer shall honor in accordance with their terms all written employment, change in control, and other compensation agreements; provided such agreements are disclosed in Section 5.17(a) of the Seller Disclosure Letter.
Employment and Benefit Matters. (a) From and after the Effective Time and through the last day of the calendar quarter in which the Effective Time occurs, and subject to applicable law, the Buyer shall continue the plans of Seller and its subsidiaries as set forth in Section 4.11 of the Seller Disclosure Schedule and in effect at the Effective Time. From and after such date, the Buyer agrees to provide the employees of the Seller and its subsidiaries (the "SELLER EMPLOYEES") who remain employed after the Effective Time (collectively, the "TRANSFERRED SELLER EMPLOYEES") with the types and levels of employee benefits maintained by the Buyer for similarly situated employees of the Buyer and its Affiliates. The Buyer will treat, and cause its applicable benefit plans to treat, the service of Seller Employees with Seller or any subsidiary of Seller as service rendered to Buyer or any Affiliate of Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, Buyer and its Affiliates shall not treat any employee of the Seller or any of its subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer or any of its Affiliates for a pre-existing medical condition, and will make appropriate arrangements with its insurance carrier(s) to ensure such result.
Employment and Benefit Matters. (a) Schedule 3.10(a) lists each of the following for each employee of the Company or the LLC: employer, name, hire date, current salary and currently held options (including the vesting schedule applicable to such options). None of the employees listed on Schedule 3.10(a) has given Company or the LLC notice of his or her intention to resign his or her position with the Company and the LLC and Company and the LLC has no present intention to terminate any of such employees.
