|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
(including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such party or any of its Affiliates are listed; provided, that to the extent so required by applicable Law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable Law to consult with the other parties in advance of such release with respect to the text thereof.
7.9 Employment and Employee Benefits.
(a) Buyer covenants and agrees to cause the Company and its Subsidiaries to, for a period of one (1) year following the Closing Date, provide to each Continuing Employee (i) total annual compensation, including annual base salary or base wages and target short-term (annual or more frequent) cash incentive compensation opportunities, in each case, that are no less favorable than such total annual compensation provided to such Continuing Employee immediately prior to the Closing Date, (ii) severance compensation benefits to any Continuing Employees during the one (1) year period following the Closing Date at levels at least equivalent to the levels of such severance compensation benefits as in effect under the Benefit Plan under which such Continuing Employee was eligible for severance immediately prior to the Closing, and (iii) other employee benefits that are no less favorable than those provided to similarly situated employees of Buyer and its Subsidiaries under its employee benefit plans and arrangements following the Closing. Company Employees immediately prior to the Closing who are common law employees and who continue their employment with the Company or its Subsidiaries following the Closing Date are hereinafter referred to as the Continuing Employees.
(b) For purposes of eligibility and vesting and for determining the level and entitlement to benefits, including the level or amount of vacation and severance compensation benefits under the benefit and compensation plans, programs, agreements and arrangements of Buyer, the Company or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the Buyer Plans), but excluding under any defined benefit or retiree medical plans, programs, agreements and arrangements, Buyer and the Company shall credit each Continuing Employee with his or her years of service with the Company, the Companys Subsidiaries and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Benefit Plan or if no such Benefit Plan was in effect, to the extent permitted under the applicable Buyer Plan; provided, however, that no such service shall be credited to the extent that it would result in a duplication of benefits with respect to the same period of service. In addition, Buyer, the Company or any of their respective Subsidiaries will cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Buyer Plans, (ii) for purposes of each Buyer Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Buyer Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Benefit Plans in which such Continuing Employee participated immediately prior to the Closing, and (iii) for the plan year in which the Closing occurs, the crediting of each Continuing Employee with any co-payments, deductibles and out-of-pocket expenses paid prior to the Effective Time in satisfying any applicable co-payments, deductibles or out-of-pocket requirements under any Buyer Plan.