Common use of Hired Employees Clause in Contracts

Hired Employees. (a) New Operator shall offer employment to substantially all of the employees of Kindred employed at the Facility as of the Closing Date. A list of all such employees of Kindred working at or in connection with the Facility as of , 20 (including each employee’s name, title, hours worked during the preceding twelve months, hire date and hourly rate or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least five (5) Business Days, but no more than fifteen (15) Business Days, prior to the Closing Date. All such employees electing to accept employment with New Operator are hereinafter referred to as the “Hired Employees”. To the extent permissible under the applicable Employee Plans, New Operator shall credit Hired Employees service date with Kindred for purposes of eligibility to participate and to vest (but not for benefit accrual purposes) under the Employee Plans in which the Hired Employees participate after the Effective Time to the extent such service was taken into account for each such purpose by Kindred under each corresponding Employee Plan and New Operator shall continue to employ each such Hired Employee for a period of no less than ninety (90) days following the Effective Time, unless the employment of such Hired Employee is terminated in accordance with New Operator’s personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by New Operator shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for the same or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred prior to the Effective Time. Kindred, or any of its Affiliates, shall have the right to employ or offer to employ any former employee of Kindred who declines to accept employment with New Operator. On or after thirty (30) days prior to the Closing Date, New Operator, upon prior notice to and coordination with Kindred, shall be entitled to meet with the Facility employees and distribute employment and Employee Plan applications and materials.

Hired Employees. (ai) New Operator Upon terms and conditions set by the NEW OPERATORS, as described herein, the NEW OPERATORS shall offer employment to to, substantially all employees of the employees of Kindred employed at the Facility Facilities who, as of the Closing Date, are actively working at the Facilities. A list of NEW OPERATORS shall also offer employment upon the terms and conditions set forth herein, to all such employees of Kindred working at or in connection OWNERS (expressly excluding the administrators of the Facilities who are employed by Current Manager, unless said administrators should elect to accept employment with the Facility NEW OPERATORS upon terms and conditions negotiated outside this Agreement and not addressed herein) who, as of the Closing Date are on a leave of absence pursuant to OWNERS’ Family and Medical Leave of Absence Policy or due to work-related injury or illness, 20 (including each employee’s namewhen and only when they return from such leave. NEW OPERATORS shall defend, titlehold harmless and indemnify OWNERS from and against any and all claims, hours worked during the preceding twelve months, hire date causes of action and hourly rate liability for or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least five (5) Business Days, but no more than fifteen (15) Business Days, prior relating to the failure of NEW OPERATORS to hire or offer employment to any OWNERS employees, on the terms set forth in this Section 4.01(a), who are as of the Closing DateDate (i) actively working, or (ii) on a leave of absence pursuant to OWNERS’ Family and Medical Leave of Absence Policy, or (iii) on a leave of absence due to a work-related injury or illness. All such employees electing to accept employment with New Operator NEW OPERATORS, are hereinafter referred to as the (“Hired Employees”). To It is understood that NEW OPERATORS shall not be responsible for any disability or workers’ compensation benefits for any 10370946.3 13 employees on leave of absence pursuant to OWNERS’ Family and Medical Leave of Absence Policy or due to a work-related injury or illness that are receiving such benefits as of the extent permissible under the applicable Employee Plans, New Operator shall credit Closing Date until such time as they become Hired Employees service date with Kindred for purposes Employees. As to each of eligibility to participate and to vest (but not for benefit accrual purposes) under the Employee Plans in which the Hired Employees participate after the Effective Time to the extent such service was taken into account for Employees, NEW OPERATORS shall recognize each such purpose by Kindred under each corresponding Employee Plan Hired Employee’s original hire date and New Operator shall continue to employ each such Hired Employee for a period of no less than ninety (90) days following the Effective TimeClosing Date, unless the employment of such Hired Employee is terminated in accordance with New Operator’s NEW OPERATORS’ personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by New Operator NEW OPERATORS shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for and at the same or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred the Facilities prior to the Effective TimeClosing Date. KindredOWNERS, or any of its Affiliates, shall have the right to employ or offer to employ any former employee of Kindred the Facilities who declines to accept employment with New Operator. On or after thirty (30) days prior to the Closing Date, New Operator, upon prior notice to and coordination with Kindred, shall be entitled to meet with the Facility employees and distribute employment and Employee Plan applications and materialsNEW OPERATORS.

Hired Employees. (a) New Operator shall offer employment to substantially all of the employees of Kindred employed at the Facility as of the Closing Date. A list of all such employees of Kindred working at or in connection with the Facility as of , 20 (including each employee’s name, title, hours worked during the preceding twelve months, hire date and hourly rate or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least five (5) Business Days, but no more than fifteen (15) Business Days, prior to the Closing Date. All such employees electing to accept employment with New Operator are hereinafter referred to as the “Hired Employees”. To the extent permissible under the applicable Employee Plans, New Operator shall credit Hired Employees service date with Kindred for purposes of eligibility to participate and to vest (but not for benefit accrual purposes) under the Employee Plans in which the Hired Employees participate after the Effective Time to the extent such service was taken into account for each such purpose by Kindred under each corresponding Employee Plan and New Operator shall continue to employ each such Hired Employee for a period of no less than ninety (90) days following the Effective Time, unless the employment of such Hired Employee is terminated in accordance with New Operator’s personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by New Operator shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for the same or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred prior to the Effective Time. Kindred, or any of its Affiliates, Purchaser shall have the right (in its sole and absolute discretion), but not the obligation, to employ offer employment, on an at will basis, effective on the Closing Date, to any or offer all Current Business Employees pursuant to employ terms and conditions to be determined in the sole discretion of Purchaser (the “Employment Offers”). In no event shall Purchaser be obligated to hire or retain any former employee of Kindred who declines to accept employment with New OperatorPerson for any period following the Closing. On or after thirty At least two (302) days Business Days prior to the Closing Date, New OperatorPurchaser shall provide the Motion Companies with a list of all employees of any Motion Company to which Purchaser intends to make an Employment Offer, upon prior notice and the Motion Companies shall make commercially reasonable efforts to cooperate with Purchaser to effectuate such offers. The Current Business Employees who accept Purchaser’s Employment Offers and coordination who commence employment with KindredPurchaser pursuant to such offer terms are referred to herein as the “Hired Employees.” Under no circumstances shall any Business Employee become an employee of Purchaser unless such individual becomes a Hired Employee or is otherwise hired by Purchaser. Effective as of the Closing Date, the Motion Companies shall terminate all Hired Employees and shall pay, no later than the end of the first pay period after the Closing (or as otherwise required under applicable Law), to all such Hired Employees all amounts earned or accrued (but not paid) for wages, commissions, salaries and bonuses (but not including paid time off) relating to periods up to, but not including, the Closing Date, and shall make and account for all periods up to, but not including, the Closing Date, all proper deductions, remittances and contributions for employee wages, commissions and salaries required under all Contracts and Laws (including for health, hospital and medical insurance, income Tax, FICA Taxes and the like). For avoidance of doubt, the Motion Companies shall be entitled to meet with responsible for all Liabilities arising out of or based upon such termination of the Facility employees and distribute employment and Employee Plan applications and materialsHired Employees, including any severance pay obligations of any of the Motion Companies.

Hired Employees. Buyer Exhibit 4 sets forth a list of all Employees who are designated to receive an offer from Buyer on the Closing Date (a) New Operator each a “Closing Date Offered Employee”). Seller shall offer terminate the employment to substantially all of the employees of Kindred employed at the Facility each Closing Date Offered Employee, effective as of the Closing Date, whether or not such individual accepts Buyer’s offer of employment, and any Closing Date Offered Employee who accepts Buyer’s offer of employment (each a “Closing Date Hired Employee”) shall become an employee of Buyer on the day following the Closing Date. A list of all such employees of Kindred working Any Employee who is not a Closing Date Offered Employee and who is not an Oxygen Employee shall be hereinafter referred to as a “Leased Employee,” and shall be so designated on Schedule 4.8(a)(ii). Buyer shall have no obligation at any time to offer employment to, or in connection with the Facility as of to hire, 20 (including each employee’s nameany Leased Employees or Oxygen Employees; however, titleBuyer may interview, hours worked during the preceding twelve monthsoffer employment to, hire date and hourly rate or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least and, upon five (5) Business Daysbusiness days written notice to Seller, but no more than fifteen hire any such Leased Employees and Oxygen Employees in its sole discretion upon terms and conditions acceptable to Buyer, either during the Lease Term (15as hereinafter defined) Business Daysor thereafter; provided, however, that Buyer may not hire any Oxygen Employee prior to the end of the Interim Period described in Section 4.10. Seller shall terminate the employment of any Leased Employee or Oxygen Employee who receives such an offer from Buyer during the Lease Term, and such termination shall be effective as of the day immediately prior to the effective date of Buyer’s offer of employment. A Leased Employee or Oxygen Employee who accepts Buyer’s offer of employment (each an “Additional Hired Employee,” and all such individuals collectively with the Closing Date. All such employees electing to accept employment with New Operator are hereinafter referred to as Date Hired Employees, the “Hired Employees”. To ) shall become an employee of Buyer on the extent permissible under date specified in Buyer’s offer effective the applicable Employee Plans, New Operator shall credit Hired Employees service day after such date with Kindred for purposes of eligibility to participate and to vest termination (but not for benefit accrual purposes) under the Employee Plans in which the Hired Employees participate after the Effective Time to the extent such service was taken into account for each such purpose by Kindred under each corresponding Employee Plan and New Operator shall continue to employ each such Hired Employee for a period of no less than ninety (90) days following the Effective Time, unless the employment of such Hired Employee is terminated in accordance with New Operator’s personnel policies, or as a result of such Hired Employee’s resignationeffective date of employment with Buyer hereinafter the “Effective Hire Date”). Any such employment of a Hired Employee by New Operator Seller shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for the same not make competing offers or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred prior to the Effective Time. Kindredproposals, or directly or indirectly seek to induce any of its Affiliates, shall have the right to employ or offer to employ any former employee of Kindred who declines Employees not to accept an offer of employment made by Buyer, or otherwise interfere with New Operator. On or after thirty (30) days prior to Buyer’s rights under the Closing Date, New Operator, upon prior notice to and coordination with Kindred, shall be entitled to meet with the Facility employees and distribute employment and Employee Plan applications and materialsforegoing provisions of this Section 4.8(a).

Hired Employees. (a) New Operator shall offer employment Prior to substantially all of the employees of Kindred employed at the Facility as of the Closing Date. A list , Buyer will have extended or caused its Affiliates to extend an offer of all employment to each Seller U.S. Employee that is substantially comparable to the position held by such employees of Kindred working at or in connection with the Facility as of , 20 (including each employee’s name, title, hours worked during the preceding twelve months, hire date and hourly rate or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least five (5) Business Days, but no more than fifteen (15) Business Days, Seller U.S. Employees immediately prior to the Closing Date. All such employees electing offers of employment will be conditioned on Seller U.S. Employees executing confidentiality and non-competition agreements that are substantially similar to those required by Seller. Such Seller U.S. Employees who accept Buyer's offer of employment with New Operator are hereinafter referred to effective as of the “Closing Date shall be known as "U.S. Hired Employees”". To Each U.S. Hired Employee shall be listed on Schedule 2.1 which shall be completed by Seller on the extent permissible under the applicable Employee Plans, New Operator shall credit Hired Employees service date with Kindred for purposes of eligibility to participate and to vest (but not for benefit accrual purposes) under the Employee Plans in which the Hired Employees participate after the Effective Time Closing Date. Notwithstanding anything to the extent such service was taken into account for each such purpose by Kindred under each corresponding Employee Plan and New Operator shall continue to employ each such contrary, if any U.S. Hired Employee for a period who is on short-term disability status as of no less than ninety (90) days following the Effective Time, unless the employment Closing Date goes onto long-term disability status within one year of such Hired Employee is terminated in accordance with New Operator’s personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by New Operator shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for the same or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred prior to the Effective Time. Kindred, or any of its Affiliates, shall have the right to employ or offer to employ any former employee of Kindred who declines to accept employment with New Operator. On or after thirty (30) days prior to the Closing Date, New Operatorthen such individuals shall cease to be treated as U.S. Hired Employees as of the commencement date of their long-term disability status and Seller shall retain full responsibility and liability for any such persons as of such commencement date. If any persons who are not Seller U.S. Employees by reason of being on inactive or long-term disability status as described in Section 1.12 return to active work status within one year of the Closing Date, upon prior notice Buyer shall extend offers of employment to such persons and coordination with Kindred, such persons shall be entitled to meet treated as U.S. Hired Employees effective as of their date of hire for all purposes under this Agreement, including, without limitation, pension and retiree medical asset and liability transfers. Seller shall retain full responsibility and liability for any such persons on inactive or long-term disability status unless and until they are hired by Buyer in accordance with the Facility employees and distribute employment and Employee Plan applications and materialsimmediately preceding sentence.

Hired Employees. Each offer made and accepted pursuant to Section 12.1 shall (a) New Operator shall offer employment to substantially all of the employees of Kindred employed at the Facility as of the Closing Date. A list of all such employees of Kindred working at or in connection with the Facility as of , 20 (including entitle each employee’s name, title, hours worked during the preceding twelve months, hire date and hourly rate or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least five (5) Business Days, but no more than fifteen (15) Business Days, prior to the Closing Date. All such employees electing to accept employment with New Operator are hereinafter referred to as the “Hired Employees”. To the extent permissible under the applicable Employee Plans, New Operator shall credit Hired Employees service date with Kindred for purposes of eligibility to participate in all employee benefit, compensation and severance plans or programs maintained by the Employer for its similarly situated employees and with respect to vest eligibility, participation and vesting requirements (but not for benefit accrual purposesaccrual) under the Employee Plans in which the of such employee benefit plans, Hired Employees participate after shall be given credit for past service with the Effective Time Sellers and their Affiliates, to the extent such past service was taken into account for each such purpose by Kindred under each corresponding Employee Plan is recognized and New Operator shall continue credited to employ each such Hired Employee Employee, under Sellers' employee benefits plans; and (b) for a period of no less than ninety one (901) days following the Effective Time, unless the employment of such Hired Employee is terminated in accordance with New Operator’s personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by New Operator shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for the same or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred prior to the Effective Time. Kindred, or any of its Affiliates, shall have the right to employ or offer to employ any former employee of Kindred who declines to accept employment with New Operator. On or after thirty (30) days prior to year from the Closing Date, New Operatorentitle the Hired Employees to severance benefits at least as favorable as those available from CES in similar circumstances, upon prior notice as described on Schedule 12.2 in an amount equivalent to or greater than the amount such Hired Employees would be eligible to receive from the Sellers as of the Effective Date as set forth in Schedule 12.2. The Hired Employees shall also be given credit for any deductible or co-payment amounts or out-of-pocket maximum paid, and coordination with Kindredbe subject to any annual maximum benefits, in respect of the plan year in which the Closing Date occurs, to the extent that, following the Closing Date, they participate in any of the Buyer's employee benefits plans for which deductibles or co-payments are required or maximum benefits apply The Buyer shall also cause each of its plans to waive (i) any preexisting condition restriction or (ii) waiting period limitations, each of which would otherwise be entitled applicable to meet with the Facility employees Hired Employees and distribute employment their dependants, to the same extent such restrictions and Employee Plan applications and materialslimitations were satisfied under the Sellers' respective plans.