Continuing Employees (a) For a period of one year following the Closing Date, or, if shorter, for the duration of the applicable individual’s employment (the “Protected Period”), Buyer shall provide each Employee employed by a Transferred Company immediately prior to the Closing Date (each, a “Continuing Employee”) with base compensation for such period at a rate not less than such Continuing Employee’s base compensation as in effect immediately prior to the Closing Date.
(b) Seller shall cause the employment of each Employee who is not actively employed as of immediately prior to the Closing Date (including, but not limited to, due to a leave of absence, short-term or long-term disability or otherwise) (any such Employee, a “Leave Employee”) to be transferred to Seller or any of its Affiliates (other than the Transferred Companies) immediately prior to the Closing Date. Seller shall cause the employment of any Leave Employee who returns to active employment within 12 months following the Closing Date to be transferred to a Transferred Company designated by Buyer.
(c) During the Protected Period, Buyer shall, or shall cause an Affiliate of Buyer (including the Transferred Companies) to, provide each Continuing Employee with employee benefits (other than defined benefit pension, retiree medical and equity-related benefits), including target annual cash incentive compensation opportunities, that are no less favorable in the aggregate than the employee benefits (other than defined benefit pension, retiree medical and equity-related benefits) made available by Buyer to similarly situated employees of Buyer and its Affiliates.
(d) Effective as of the Closing Date, each Continuing Employee shall commence participation in the “employee benefit plans” (within the meaning of Section 3(3) of ERISA), programs and arrangements of Buyer or its Affiliates (including group health) in which he or she is eligible to participate and for which he or she satisfies the applicable eligibility requirements for participation therein (after giving effect to pre-Closing service credit in accordance with Section 5.3(e))(collectively, “Buyer Benefit Plans”). Buyer shall waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively at work requirements and waiting periods under any Buyer Benefit Plan (other than with respect to any short-term disability plan) that is a welfare benefit plan in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Closing Date. Buyer shall recognize and credit, or cause to be recognized and credited, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) under Benefit Plans providing group health benefits during the plan year in which the Closing Date occurs for purposes of satisfying such year’s deductible and out-of-pocket maximums under the relevant Buyer Benefit Plans providing group health benefits in which they will be eligible to participate from and after the Closing Date.
(e) Except as otherwise set forth in this Section 5.3, for purposes of eligibility and vesting under any Buyer Benefit Plans and for purposes of benefit accrual and determining benefits under any Buyer Benefit Plan providing for severance and paid time-off, Buyer shall give each Continuing Employee credit for such Continuing Employee’s service with Seller and its Affiliates (as well as service with any predecessor employer) to the same extent recognized by Seller or its Affiliates immediately prior to the Closing Date under a similar Benefit Plan, except to the extent that such credit would result in duplication of benefits.
(f) To the extent allowable by Applicable Law, Buyer shall take any and all necessary action to cause the trustee of a tax-qualified defined contribution plan of Buyer or one of its Affiliates, if requested to do so by a Continuing Employee, to accept a direct “rollover” of all of such Continuing Employee’s distribution from Seller’s tax qualified defined contribution plan (including plan loans).
(g) From and after the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer (including the Transferred Companies) to satisfy all Pre-Closing Payroll Obligations. The Pre-Closing Payroll Obligations in respect of any unpaid 2016 or 2017 annual, monthly and quarterly bonuses and commissions shall be determined using the applicable methodology set forth on Section 5.3(g) of the Disclosure Schedule. From and after the Closing Date, Buyer and its Affiliates (including the Transferred Companies) shall establish an annual, monthly and quarterly bonus and commission opportunity for the Continuing Employees for the remainder of such performance period using the applicable methodology set forth on Section 5.3(g) of the Disclosure Schedule.
(h) With respect to each Continuing Employee (including any beneficiary or the dependent thereof), Seller shall retain all liabilities and obligations for any medical, dental, health, accident, life or disability claim to the extent that such liability or obligation relates to claims incurred (whether or not reported or paid) prior to the Closing Date and Buyer and its Affiliates shall be liable for any such claim incurred on or following the Closing Date. For purposes of this Section 5.3(h) a claim shall be deemed to be incurred when, with respect to medical, dental, health-related, accident and disability (including workmen’s compensation) benefits, the medical, dental, health-related, accident or disability services giving rise to such claim are performed.
Continuing Employment (a) Continuing employment means full-time or fractional-time employment that does not have a fixed end date or a contingency upon which the employment contract will come to an end.
(b) All employment other than fixed-term employment and casual employment will be continuing employment.
(c) Notwithstanding subclause 16.0(b) above, the University may employ a person in Continuing (Contingent Funded Research) employment on a full-time or fractional-time basis in accordance with the terms of this Agreement.
Employees; Benefits Employer agrees that any and all benefits that were provided to the Employee shall continue until _________________, 20____. In addition, the Employer shall assist the Employee in the transfer, change, or termination to any employment benefits, including, but not limited to, health insurance plans, dental insurance plans, vision insurance plans, life insurance plans, disability insurance, childcare benefits, wellness programs, retirement plans, government assistance programs, and/or any other program or benefit that was readily accessible and being used by the Employee.
Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement.
(b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree 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, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan.
(c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever.
(d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.
Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.