Non-U.S. Transferred Employees. (a) Effective as of the Reorganization Date, Freescale agrees (i) to employ, or cause its applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Freescale Affiliate or who otherwise become employees of the applicable Freescale Affiliate by operation of law, and (ii) to provide, or cause its Affiliates to provide, each Non-U.S. Employee with at least substantially comparable terms and conditions of employment to those provided by the applicable Motorola Affiliate immediately prior to the Reorganization Date. The Parties agree to fully and timely cooperate in the transition activities and also to comply (and cause their applicable Affiliates to comply) with all applicable provisions of the European Union Acquired Rights Directive or other country-specific legal standards or applicable laws.
Non-U.S. Transferred Employees. (a) Subject to Section 7.3 herein, effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice agrees to employ, or cause one of its applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Affiliate of Manitowoc Foodservice or who otherwise become employees of the applicable Affiliate of Manitowoc Foodservice by operation of law (other than any Eligible Inactive Employee). Where a transfer of employment is necessary, such transfer will be carried out in compliance with applicable transfer laws and regulations, including, without limitation, the European Union Acquired Rights Directive (as amended and as implemented from country to country from time to time) or any such similar transfer law or regulation in other countries that provides for the transfer of employment by operation of law (such transfer laws and regulations collectively, the “Transfer Laws”). Where a transfer of employment is necessary and the Transfer Laws are not applicable, Manitowoc Foodservice agrees that the employment of each Non-U.S. Employee will be transferred to Manitowoc Foodservice or one of its Affiliates by substitution of employer, three-party contract, assignment, subjective novation, or as may otherwise reasonably be required or permitted to obtain the consent of the Non-U.S. Employee to the transfer and to the extent possible without triggering the obligation to pay severance or other termination liabilities. The parties agree to cooperate fully and timely in the transition activities and also to comply (and cause their applicable Affiliates to comply) with the Transfer Laws.
Non-U.S. Transferred Employees. To the extent applicable, the Parties hereto acknowledge the application of the Transfer Regulations and acknowledge and agree that they shall, and shall cause their respective subsidiaries to, comply with the Transfer Regulations. In the event that Purchaser and its subsidiaries, with respect to any Transferred Employee who is not principally employed in the United States as of immediately prior to the Transfer Time (each, a “Non-U.S. Transferred Employee”), (i) do not provide terms and conditions of employment and compensation and benefits that are identical to those in effect as of immediately prior to the Transfer Time, (ii) amend or otherwise modify at or after the Transfer Time any terms and conditions of employment or compensation and benefits or (iii) do not comply with applicable Law or the terms of any Assumed Benefit Plans or applicable CBAs, which, in the case of clauses (i), (ii) and (iii), results in any Severance Obligation of Seller or its subsidiaries to such Non-U.S. Transferred Employee or any Liabilities incurred by Seller or its subsidiaries in respect of claims made by such Non-U.S. Employee, such Liabilities shall be Assumed Liabilities.
Non-U.S. Transferred Employees. Notwithstanding any other provision of this Section 7.06 to the contrary, with respect to each Non-U.S. Transferred Employee, for the Continuation Period, or such longer period required by applicable Law, Purchaser or its Affiliates shall provide to such employee (A) terms and conditions of employment (including seniority and other service credit) that individually, are no less than as required by applicable Law, and in the aggregate, are no less favorable than those provided by the Seller and its Affiliates immediately prior to the Closing Date and (B) amounts (and, to the extent required by applicable Law, types, including defined benefit pension benefits, where applicable) of compensation and benefits (including severance and equity compensation benefits) that, individually, are no less than as required by applicable Law and, in the aggregate, are no less favorable than those provided by the Seller and its Affiliates immediately prior to the Closing Date. For the avoidance of doubt, Purchaser may satisfy its obligations pursuant to the preceding sentence by providing cash payments or other benefits in lieu of equity compensation benefits (unless otherwise required by applicable Law). Without limiting the generality of this Section 7.06(c)(iii), Section 7.06(j), or Purchaser’s rights and/or obligations hereunder and thereunder, with respect to Transferred Employees covered by any Collective Bargaining Agreement, effective from and after the Closing Date, Purchaser and its Affiliates shall comply with applicable Law concerning such Collective Bargaining Agreement in the context of this Agreement.
Non-U.S. Transferred Employees. (a) Notwithstanding any other provision of this Section 7.05 to the contrary, for the Continuation Period, with respect to (i) any Automatic Transfer Employee who becomes a Non-U.S. Transferred Employee, the Purchaser or its Affiliates shall provide to such employee terms and conditions of employment (including seniority and other service credit) as required by the Transfer Regulations and other applicable Law, which for the avoidance of doubt, shall generally require Purchaser to maintain each such employee’s terms and conditions of employment as in effect immediately prior to the Closing Date, subject to certain limited statutory exceptions, and (ii) with respect to each Offer Employee who becomes a Non-U.S. Transferred Employee (A) a base salary or wage rate and target annual cash bonus opportunities and other cash incentive opportunities that are no less favorable in the aggregate than those in effect for each such Transferred Employee immediately prior to the Closing, (B) other compensation and benefits (including retirement, health and welfare and fringe benefits, and the grant-date value of restricted stock and other equity or equity-based awards, but excluding qualified and non-tax qualified defined benefit plans) that, in the aggregate, are substantially comparable in value to those in effect for each such Transferred Employee immediately prior to the Closing and (C) severance payments and benefits that are no less favorable than the severance payments and benefits provided to similarly situated employees of the Purchaser and its Affiliates at the time of such termination of employment. For the avoidance of doubt, Purchaser is not obligated to provide equity or equity-based awards to Transferred Employees to meet its obligation under clause (B) and may satisfy its obligations pursuant to the preceding sentence by providing cash payments or other benefits in lieu of equity compensation benefits or other benefits the Purchaser is unable to replicate or are unduly onerous on the Purchaser to provide (unless otherwise required by applicable Law). Without limiting the generality of this Section 7.05(b)(iv)(a) or the Purchaser’s obligations hereunder, with respect to Transferred Employees covered by any Collective Bargaining Agreement, effective from and after the Closing Date, the Purchaser and its Affiliates shall comply with applicable Law concerning such Collective Bargaining Agreement in the context of this Agreement.
Non-U.S. Transferred Employees. With respect to Non U.S. Offered Employees who become Transferred Employees (each, a “Non U.S. Transferred Employee”), the Purchaser shall, or shall cause its Affiliates to, provide each such Non U.S. Transferred Employee, for a period of no less than 12 months after the Transfer Date with respect to clauses (w) and (x) herein, and the Closing Date with respect to clause (y) herein, or if earlier, until the termination of such Transferred Employee’s employment with the Purchaser and its Affiliates, with (w) employment in a position that is comparable (except with respect to number of employees that report to such position) to such Non U.S. Transferred Employee’s position immediately prior to the Closing Date (or on commencement of the applicable Leave for Leave Offered Employees), (x) an annual base salary (or in case of an hourly employee, a base hourly wage rate) and overtime pay and cash-based bonus and incentive opportunities (excluding any equity-based compensation and any incentive opportunities relating to a long-term incentive plan) as applicable to such Non U.S. Transferred Employee immediately prior to such date, and (y) employee benefits under plans, programs and arrangements which will provide benefits to such Non U.S. Transferred Employee that are substantially comparable, in the aggregate (taking into account any other consideration provided to such Non U.S. Transferred Employee relating to employee benefits immediately prior to the foregoing date), to the benefits provided by the Seller and its Affiliates (disregarding benefits under any defined benefit pension, retiree welfare, non-qualified deferred compensation, retention bonus or equity-based compensation plans, policies or programs), in each case, as of immediately prior to such date or, if greater, employee benefits required by applicable Law.
Non-U.S. Transferred Employees. (a) Subject to Section 3.5 herein, effective as of the SpinCo Employment Date, SpinCo or Mobility, as the case may be, agrees to employ, or cause one of their applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Affiliate of SpinCo or Mobility, as the case may be, or who otherwise become employees of the applicable Affiliate of SpinCo or Mobility, as the case may be, by operation of law (other than any Eligible Inactive Employee). Where a transfer of employment is necessary, such transfer will be carried out in compliance with applicable transfer laws and regulations, including, without limitation, the European Union Acquired Rights Directive (as amended and as implemented from country to country from time to time) or any such similar transfer law or regulation in other countries that provides for the transfer of employment by operation of law (such transfer laws and regulations collectively, the “Transfer Laws”). Where a transfer of employment is necessary and the Transfer Laws are not applicable, SpinCo or Mobility, as the case may be, agrees that the employment of each Non-U.S. Employee will be transferred to SpinCo, Mobility, or one of their Affiliates by substitution of employer, three-party contract, assignment, subjective novation, or as may otherwise reasonably be required or permitted to obtain the consent of the Non-U.S. Employee to the transfer and to the extent possible without triggering the obligation to pay severance or other termination liabilities. The parties agree to fully and timely cooperate in the transition activities and also to comply (and cause their applicable Affiliates to comply) with the Transfer Laws.
Non-U.S. Transferred Employees. (a) Effective as of the Purchaser Employment Date, the Purchaser agrees to employ, or cause its applicable Affiliates to employ, the Non-U.S. Employees (other than any employee of an Acquired Company) who accept offers of employment from the Purchaser or any of its Affiliates or who otherwise become employees of the Purchaser or any of its Affiliates by operation of Law. The transfer of employment shall be carried out in compliance with applicable transfer Laws and regulations, including, without limitation, the European Union Acquired
Non-U.S. Transferred Employees. With respect to any employees of the Companies and the Transferred Subsidiaries as of the Closing who are located outside of the United States (including those employees who are full-time, part-time, temporary, on vacation or on a medical or disability or any other paid or unpaid approved leave of absence but excluding the Excluded Employees) (the “Non-U.S. Transferred Employees” and, collectively with the U.S. Transferred Employees, the “Transferred Employees”), in the event that the applicable Laws of any country or any applicable collective agreement require Buyer or its Affiliates (i) to maintain Terms and Conditions of Employment with respect to any Non-U.S. Transferred Employee following the Closing or (ii) to continue or cause to be continued any employment contract of any Non-U.S. Transferred Employee, Buyer shall cause the entity that employs such Non-U.S.
Non-U.S. Transferred Employees. Employees employed outside of the United States who commence employment with Buyers or one of their Affiliates pursuant to Section 5.1 above shall be referred to herein as (“Non-U.S. Transferred Employees”).
