Employment and Employee Benefits Sample Clauses

Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Clos...

Employment and Employee Benefits. (a) For a period of at least twelve (12) months following the Effective Time (the “Benefit Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any Subsidiary or Affiliate thereof (each, a “Continuing Employee” and collectively, the “Continuing Employees”), an annual base salary or wage rate, a short term incentive opportunity, employee pension, welfare and other benefits (including any equity or equity-based compensation or benefits but excluding any defined benefit pension, nonqualified deferred compensation, post-service or retiree health or welfare benefits) that are no less favorable in the aggregate than the base salary or wage rate, short term incentive opportunity, employee pension, welfare and other benefits that were provided to such Continuing Employee immediately prior to the Effective Time; provided, however, that the annual base salary or wage rate of any Continuing Employee will not be reduced during the Benefit Continuation Period below the annual base salary or wage rate applicable to such Continuing Employee immediately prior to the Effective Time. For the duration of the Benefit Continuation Period, Parent or one of its Affiliates shall maintain for the benefit of each Continuing Employee a severance or termination arrangement no less favorable than the severance or termination arrangement applicable to such Continuing Employee immediately prior to the Effective Time. (b) Parent shall honor and assume, or shall cause to be honored and assumed, the terms of all Company Plans, subject to the amendment and termination provisions thereof. (c) To the extent that Parent modifies any coverage or benefit plan in which Continuing Employees participate during the Benefit Continuation Period, Parent or any of its Subsidiaries (including the Surviving Corporation and any Subsidiaries thereof) shall use commercially reasonable efforts to (i) waive or cause to be waived any pre-existing conditions, exclusions, limitations, actively-at-work requirements, and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for me...

Employment and Employee Benefits. (a) Buyer shall cause the Company to provide to each of the Employees who is an employee of the Company as of immediately prior to the Closing Date and continues to be employed by the Company after the Closing Date (the “Transferred Employees”): (i) for the period of twelve (12) months immediately following the Closing Date, (x) annual base salary or hourly wages, as applicable, no less favorable to the Transferred Employee than such Transferred Employee’s annual base salary or hourly wages, as applicable, in effect immediately prior to the Closing Date, (y) employee benefit and incentive plans, programs, contracts and arrangements that are no less favorable to the Transferred Employee, in the aggregate, than those employee benefit plans, programs, contracts and arrangements (excluding stock-based compensation, including the Long-Term Incentive Plan, the Management Incentive Units and any Xxxxxx Options) provided by the Company to such Transferred Employee immediately prior to the Closing Date, and (z) continued coverage under the Company’s severance plans or policies to the extent disclosed on Schedule 5.12(a) (other than such Company Employee Agreements that are Transaction Expenses), on the same terms and conditions of such plans or policies in place immediately prior to the Closing Date (ii) For the period immediately following the Closing Date until December 31, 2015, cash incentive bonus opportunities that are at least as favorable as those provided in the Ordinary Course of Business to such Transferred Employee immediately prior to the Closing Date; and (iii) provided, however, that, without limiting subparagraph (i)(z) above, for the period of twelve (12) months immediately following the Closing Date, each of the Transferred Employees set forth on Schedule 8.9(a)(iii)(1) shall be entitled to severance benefits of at least twelve (12) months’ base salary continuation upon a termination of such individual’s employment without “Cause” (as defined in the Company Operating Agreement as of the date hereof) and for the period immediately following the Closing Date until December 31, 2015, each of the Transferred Employees set forth on Schedule 8.9(a)(iii)(2) shall be entitled to severance benefits of at least twelve (12) months’ base salary continuation upon a termination of such individual’s employment without “Cause” (as defined in the Company Operating Agreement as of the date hereof). From and after the Closing Date, Buyer or one of its Affiliates sha...

Employment and Employee Benefits. The Seller has delivered -------------------------------- to the Buyer Schedule 7.4 listing the name, title, and current annual base salary or hourly rate of each person employed by Company on December 31, 1995, together with a statement of the full amount and nature of any other remuneration, whether in cash or kind, paid to each such person during the 1995 calendar year. The Seller will furnish an updated copy of Schedule 7.4 at the Closing which will reflect any changes in such information occurring between December 31, 1995, and the Closing Date. The Seller agrees with the Buyer that any individuals who were full-time employees of the Company on the Closing Date and who agree to execute the standard PGI Code of Conduct agreement will be offered continued employment with the Company, effective immediately after the Closing. Any individuals who accept this offer of employment with the Company will be referred to herein as "Transferring Employees." This employment of Transferring Employees will be "at will" and nothing herein expressed or implied confers upon any such Transferring Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights to employment for a specific period. After the Closing, the Buyer will make available to Transferring Employees such wages and benefits as the Buyer, in its sole business judgment, deems appropriate, subject only to the covenants set forth in Section 8.1 hereof, and the Buyer will be under no obligation to credit Transferring Employees with past service credit for any purpose (including, without limitation, vacation, severance, or pension purposes).

Employment and Employee Benefits. (a) Section 5.10(a) of the Disclosure Schedule sets forth a list of the Employees who currently render services primarily to or on behalf of any or all of the Companies or the Company Subsidiaries (the "TARGET EMPLOYEES"). Buyer shall provide to Seller, no more than sixty Business Days after the date hereof, but no later than five Business Days prior to the Closing Date, the names of those Target Employees to whom Buyer or a third-party administrator utilized by Buyer ("BUYER'S TPA") will offer employment (any Target Employee who accepts such offer of employment by Buyer being a "BUYER EMPLOYEE"). Each such offer shall be at a salary or wage generally comparable to that paid by Seller or its Affiliates immediately prior to the Closing, shall be for employment in Dallas County, Texas, and shall be effective as of the Closing Date. With respect to any Target Employee who is not offered employment by Buyer (other than a Target Employee for whom a retention agreement is assumed in accordance with Section 5.6), if such Target Employee is terminated by Seller or its Affiliates without cause within 60 days after the Closing Date, Buyer shall reimburse Seller and be responsible for the amount of severance required by Seller's severance arrangements, practices and contracts identified on Section 5.10(a) of the Disclosure Schedule and for obligations under WARN or any similar state law; provided, however, that Seller and Buyer will cooperate in good faith to minimize such severance or other obligations to the extent reasonably practicable, and Seller shall cause SFSC provide notice of termination to such Target Employees at the time and in the form and manner specified by Buyer. For the avoidance of doubt, Buyer shall have no obligation with respect to severance payable to any Target Employee who does not accept an offer of employment by Buyer or Buyer's TPA made in accordance with the preceding terms of this Section 5.10(a), other than for a Target Employee for whom a retention agreement is assumed in accordance with Section 5.6. Except as otherwise specifically provided in this Section 5.10 or Section 5.6, (i) SFSC shall retain liability for all salary, commissions and other compensation and benefits of any kind due, and any other liability relating to, any Target Employee on account of employment by SFSC before the Closing Date (except for obligations for which a Company is obligated to reimburse SFSC under any of the agreements listed in Section 3.24 of the Disc...

Employment and Employee Benefits. 39 8.12 Supplementation and Amendment of Schedules...........................................40 8.13

Employment and Employee Benefits. (a) Purchaser presently intends that after the Closing the Company will continue the employment of the officers and employees of the Company employed on the Closing Date, and maintain compensation policies, Employee Benefit Plans and benefit arrangements of the Company at least equal to those presently made available by the Company as described on Schedule 3.17. (b) Any provision of this Agreement to the contrary notwithstanding, Seller shall indemnify Purchaser from any tax, interest or penalty or other amount payable to the Internal Revenue Service with respect to the matter described in paragraph 4 of Schedule 3.17 and Seller shall have the right to control and defend all communications and proceedings with the Internal Revenue Service relating thereto. Seller shall promptly provide to Purchaser all correspondence to and from the Internal Revenue Service in connection with such matter.

Employment and Employee Benefits. Xx Xxxxxxxxxx, shall be permitted to maintain his staff and such employee benefits as are in place as of the closing in such a manner as he sees fit.

Employment and Employee Benefits. 33 SECTION 6.17. Nonsolicitation.................................................................. 46 SECTION 6.18. Noncompetition................................................................... 46

Employment and Employee Benefits. (i) Buyer shall offer employment as of the Closing Date to all of the employees of MTG (other than any of the Excluded Employees and the employees of UK Subsidiary and Korean Subsidiary) as set forth on Schedule 3.15(a) on terms which in the aggregate are no less favorable to the employee than the terms of his or her current employment. Those employees who accept such offer and all employees of Korean Subsidiary are referred to collectively as the "Continuing Employees." UK Buyer shall cause UK Subsidiary to continue the employment as of the Closing Date of all employees of UK Subsidiary (the "UK Continuing Employees"), and Buyer shall cause Korean Subsidiary to continue the employment as of the Closing Date of all employees of Korean Subsidiary, in each case on terms which in the aggregate are not less favorable to the employee than the terms of his or her current employment; PROVIDED, HOWEVER, that nothing in this Agreement shall be deemed to obligate any party to continue the employment following the Closing Date of any of the UK Continuing Employees or any of the Continuing Employees for any period of time. Buyer shall credit (or cause to be credited) the Continuing Employees and the UK Continuing Employees with years of continuous or credited service with Seller and its subsidiaries for purposes of eligibility and vesting under Buyer's employee benefit plans.