Common use of Certain Employee Agreements Clause in Contracts

Certain Employee Agreements. Subject to Section 7.10, Parent and the Surviving Corporation and its subsidiaries shall honor all contracts, agreements and commitments of the parties which apply to any current or former employee or current or former director of the parties hereto; PROVIDED, HOWEVER, that the foregoing shall not prevent Parent or the Surviving Corporation from enforcing, amending or terminating such contracts, agreements and commitments in accordance with their terms, including, without limitation, any reserved right to amend, modify, suspend, revoke or terminate any such contract, agreement or commitment. It is the present intention of Parent and the Company that following the Effective Time, there will be no involuntary reductions in workforce at the Surviving Corporation or its subsidiaries, but that Parent, the Surviving Corporation and their respective subsidiaries will continue Parent's and the Company's present strategy of achieving workforce reductions through attrition; PROVIDED, HOWEVER, that if any reductions in workforce in respect of employees of the Surviving Corporation and its subsidiaries become necessary, any such reduction shall be made in consultation with the Chairman of the Surviving Corporation and shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience, qualifications, and business needs without regard to whether employment prior to the Effective Time was with the Company or its subsidiaries or Parent or its subsidiaries; PROVIDED, FURTHER, that to the extent that any such workforce reduction would affect employees of Rochester Gas and Electric Corporation disproportionately, in the aggregate, as compared with employees of New York State Electric & Gas Corporation as a result of provisions of a collective bargaining agreement applicable to such employees of New York State Electric & Gas Corporation, each employee of Rochester Gas and Electric Corporation shall be protected with respect to such workforce reduction to the same extent that a similarly situated employee of New York State Electric & Gas Corporation is protected with respect to such workforce reduction by such provisions of the collective bargaining agreement. Any employees whose employment is terminated or jobs are eliminated by Parent, the Surviving Corporation or any of their respective subsidiaries shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by Parent, the Surviving Corporation or any of their respective subsidiaries. Any workforce reductions carried out following the Effective Time by Parent or the Surviving Corporation and their respective subsidiaries shall be done in accordance with all laws and regulations governing the employment relationship and termination thereof including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder, and any comparable state or local law.

Certain Employee Agreements. Subject to Section 7.10, Parent and the Surviving Corporation and its subsidiaries Subsidiaries shall honor in accordance with their terms all contracts, agreements, collective bargaining agreements and commitments of the parties Company and its Subsidiaries prior to the date hereof which apply to any current or former employee or current or former director of the parties heretoCompany and which are disclosed in the Company Disclosure Schedule; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not prevent Parent or the Surviving Corporation from enforcing, amending or terminating administering and enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, including, including without limitation, any reserved right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. It is the present intention of Parent and the Company that following the Effective Time, there will be no involuntary reductions in workforce at the Surviving Corporation or its subsidiaries, but that Parent, the Surviving Corporation and their respective subsidiaries will continue Parent's and the Company's present strategy of achieving workforce reductions through attrition; PROVIDED, HOWEVER, that if any reductions in workforce in respect of employees of the Surviving Corporation and Company or any of its subsidiaries Subsidiaries become necessary, any such reduction shall be made in consultation with the Chairman of the Surviving Corporation and necessary they shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience, and qualifications, and business needs without regard to whether employment prior to the Effective Time was with the Company or its subsidiaries Subsidiaries or Parent or its subsidiaries; PROVIDEDSubsidiaries, FURTHER, that to the extent and that any such workforce reduction would affect employees of Rochester Gas and Electric Corporation disproportionately, in the aggregate, as compared with employees of New York State Electric & Gas Corporation as a result of provisions of a collective bargaining agreement applicable to such employees of New York State Electric & Gas Corporation, each employee of Rochester Gas and Electric Corporation shall be protected with respect to such workforce reduction to the same extent that a similarly situated employee of New York State Electric & Gas Corporation is protected with respect to such workforce reduction by such provisions of the collective bargaining agreement. Any employees whose employment is terminated or jobs are eliminated by Parent, the Surviving Corporation or any of their respective subsidiaries Subsidiaries during such period shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by Parent, the Surviving Corporation or any of their respective subsidiaries, subject in each case to the provisions of any labor agreements that may be applicable. Any workforce reductions carried out following the Effective Time by Parent or the Surviving Corporation and their respective subsidiaries shall be done in accordance with all applicable collective bargaining agreements, and all laws and regulations governing the employment relationship and termination thereof including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder, to the extent applicable, and any comparable applicable state or local law.

Certain Employee Agreements. Subject to Section 7.10, Parent and the Surviving --------------------------- Corporation and its subsidiaries Subsidiaries shall honor in accordance with their terms all contracts, agreements, collective bargaining agreements and commitments of the parties Company and its Subsidiaries prior to the date hereof which apply to any current or former employee or current or former director of the parties heretoCompany and which are disclosed in the Company Disclosure Schedule; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not prevent Parent or the Surviving Corporation from enforcing, amending or terminating administering and enforcing such contracts, agreements, collective bargaining agreements and commitments in accordance with their terms, including, including without limitation, any reserved right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. It is the present intention of Parent and the Company that following the Effective Time, there will be no involuntary reductions in workforce at the Surviving Corporation or its subsidiaries, but that Parent, the Surviving Corporation and their respective subsidiaries will continue Parent's and the Company's present strategy of achieving workforce reductions through attrition; PROVIDED, HOWEVER, that if any reductions in workforce in respect of employees of the Surviving Corporation and Company or any of its subsidiaries Subsidiaries become necessary, any such reduction shall be made in consultation with the Chairman of the Surviving Corporation and necessary they shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience, and qualifications, and business needs without regard to whether employment prior to the Effective Time was with the Company or its subsidiaries Subsidiaries or Parent or its subsidiaries; PROVIDEDSubsidiaries, FURTHER, that to the extent and that any such workforce reduction would affect employees of Rochester Gas and Electric Corporation disproportionately, in the aggregate, as compared with employees of New York State Electric & Gas Corporation as a result of provisions of a collective bargaining agreement applicable to such employees of New York State Electric & Gas Corporation, each employee of Rochester Gas and Electric Corporation shall be protected with respect to such workforce reduction to the same extent that a similarly situated employee of New York State Electric & Gas Corporation is protected with respect to such workforce reduction by such provisions of the collective bargaining agreement. Any employees whose employment is terminated or jobs are eliminated by Parent, the Surviving Corporation or any of their respective subsidiaries Subsidiaries during such period shall be entitled to participate on a fair and equitable basis in the job opportunity and employment placement programs offered by Parent, the Surviving Corporation or any of their respective subsidiaries, subject in each case to the provisions of any labor agreements that may be applicable. Any workforce reductions carried out following the Effective Time by Parent or the Surviving Corporation and their respective subsidiaries shall be done in accordance with all applicable collective bargaining agreements, and all laws and regulations governing the employment relationship and termination thereof including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder, to the extent applicable, and any comparable applicable state or local law.