|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
to assert any claim or right hereunder or under any document related to this Agreement or the transactions contemplated hereby.
(c) The offers of employment that the Company makes to any Offer Employee or Additional Employee as required under Section 8.06(a) shall comply with Section 8.06(d) through Section 8.06(g), below. Purchaser shall be solely responsible for, shall indemnify the Seller Indemnified Parties and third party operators, as applicable, for, and hold such Seller Indemnified Parties and third party operators, as applicable, harmless from and against, any and all claims, Liability, costs, damages, expenses, fees, fines and reasonable attorneys’ fees arising from any claim or assertion by any Person or Governmental Authority that Purchaser violated any applicable Law in connection with the identification by the Purchaser of individuals to be removed from the Final Employee Schedule and the Company’s failure to hire any such individual.
(d) During the period beginning immediately following the Closing and ending on the first anniversary of the Closing Date (or such shorter period of employment, as the case may be), Purchaser will, or will cause one of its controlled Affiliates or designated third-party operators to, (i) provide each Continuing Employee with (A) an annual rate of salary (or an hourly wage) and cash bonus opportunity that is not less than the annual rate of salary (or hourly wage) and cash bonus opportunity with respect to such Continuing Employee immediately prior to the Closing Date, and (B) employee benefits (excluding equity compensation and defined benefit pension plans) that are substantially comparable in the aggregate to the employee benefits that were provided to such Continuing Employee immediately prior to the Closing Date, and (ii) credit each Continuing Employee with such Continuing Employee’s accrued vacation. Without limiting the generality of the foregoing, Purchaser will, or will cause one of its controlled Affiliates or designated third-party operators to, maintain in effect until the first anniversary of the Closing Date severance plans, practices and policies applicable to the Continuing Employees (the “Severance Plans”) that provide severance benefits that are not less favorable than the severance benefits provided under the Company Employee Plans with respect to such Continuing Employees, and Purchaser shall indemnify and hold harmless Seller, its Affiliates and the other Seller Indemnified Parties from any Liabilities or obligations arising under such Severance Plans.
(e) Following the Closing, Purchaser agrees that, for each Continuing Employee (i) Purchaser’s, its controlled Affiliates’ and their designated third-party operator’s Employee Plans, which are analogous to the Company Employee Plans (and which, for the avoidance of doubt, shall include the Severance Plans), shall recognize all previous service recognized by a Company Employee Plan for the purpose of determining eligibility for and entitlement to benefits (except where doing so would result in a duplication of benefits and excluding any defined benefit plans or arrangements), including vesting, and such Continuing Employees shall be eligible to receive benefits under, and participate in, such analogous Employee Plans to the same extent as similarly situated employees of Purchaser, its controlled Affiliates or designated third-party operator immediately prior to the Closing; and (ii) Purchaser will cause its or its controlled Affiliate’s or designated third-party operator’s group health plan to (A) recognize all documented and verifiable deductibles and coinsurance payments accrued by the Continuing Employees prior to and through the Closing (for the plan year in which Closing occurs) or, in the alternative, at Purchaser’s discretion, to provide the Continuing Employees with a cash payment in lieu of such recognition of deductible and coinsurance payments, and (B) waive any preexisting condition limitations, actively at work exclusions and waiting periods for the Continuing Employees.
(f) Following the Closing, to the extent any Company Employee Plan is qualified under Section 401(a) of the Code, Purchaser shall take the necessary action to cause Purchaser’s, its controlled Affiliate’s or designated third-party operator’s defined contribution plan or plans to accept the rollovers of any “eligible rollover distributions” (as defined in the Code) from such Company Employee Plan, including outstanding plan loans of Continuing Employees from any Company Employee Plan, which is a qualified defined contribution plan, in which Continuing Employees are participating immediately prior to the Closing.