Common use of Business Employees Clause in Contracts

Business Employees. Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

Business Employees. Immediately after Within a reasonable period of time, but no less than thirty (30) days prior to the date of this Agreementexpected Closing Date or Deferred Closing Date, Buyer as applicable, Purchaser or its Affiliates, as applicable, shall offer employment on behalf of a Miraclon Entity to each Business Employee set forth on Schedule 6.6(a(other than any Automatic Transfer Employee or any Acquired Employee). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer Such offers of employment by any shall include for the Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for Employees: (i) an a base wage or base salary level and annual salary target cash bonus (including variables and other incentives) or hourly wage rate (sales and commission opportunities, as applicable), that are no less favorable than those in effect for each such Business Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) benefits that are substantially comparablesimilar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller within thirty (30) days of shall be permitted to review the Closing Dateoffer letters with respect to the Employment Terms. Any Business Employee Employees who accepts Buyer’s offer receive offers of employment pursuant to this Agreement section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, shall be a transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Transferred Purchaser Employees”); provided, however, that any Business Employee (other than any Acquired Employee or any Automatic Transfer Employee.” Nothing herein ) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, to the extent applicable, shall restrict transfer employment automatically effective upon the right earlier of Buyer (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or a Subsidiary of Buyer to terminate its Affiliates), or (B) the employment date permitted under the terms of any Transferred Business Benefit Plan or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date. Any reimbursement , to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Sellertime.

Business Employees. Immediately after (a) On the date of this AgreementClosing Date, Buyer shall will offer employment to those employees of the Business identified on Exhibit 5.9(a) (the “Offered Employees”), with such employment to commence immediately following the Closing Date (subject to each Business such Offered Employee’s satisfaction of any pre-employment conditions imposed by Buyer), and, thereafter, Seller will terminate the Offered Employees as of the Closing Date. Any such offers of employment by Buyer will be on an “at will” basis and will be contingent upon each Offered Employee accepting employment with Buyer on the terms set forth on Schedule 6.6(a). in Section 5.9(g) and such additional terms and conditions as Buyer shall reimburse Seller for severance obligations (if any) arising as a result of may determine, including the rejection satisfactory outcome of Buyer’s offer normal background screening process. Those Offered Employees who accept such offers of employment by any Business Employee. Buyer shall cause each offer effective as of immediately following the Closing Date and who successfully satisfy all conditions of employment established by Buyer will be referred to a Business Employee pursuant herein as the “Buyer Employees”. Prior to and through the Closing Date, Seller will be liable for all accrued but unpaid salaries, wages, vacation or other paid time off, incentive compensation or other Liabilities related to the employment of the Offered Employees. Notwithstanding anything contained in this Section 6.6(a) to provide for 5.9 or elsewhere, (i) an annual salary Seller will remain responsible for payment of any and all wages, severance, retention, change in control or hourly wage rate (as applicable), other similar compensation or benefits which are or may become payable in connection with the consummation of the Transactions; and (ii) annual and long-term Buyer will be responsible for the payment of compensation, bonus and incentive compensation opportunities (or other than incentive compensation opportunities related payment owed to any Buyer Employee arising after the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising Closing Date as a result of Buyer’s failure to offer employment to any Business Employee if of such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Buyer Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.