Common use of Seconded Employees Clause in Contracts

Seconded Employees. (i) Schedule 4.22 sets forth a list of all Employees of any Goodyear Group Member seconded, immediately prior to the Closing Date to any SRI Group Member and all Employees of any SRI Group Member seconded, immediately prior to the Closing Date to any Goodyear Group Member (such Employees, the “Seconded Employees”), provided that employees (x) seconded by or to GDTNA by or to any Member of the SRI Group other than NGY and its Subsidiaries and (y) seconded by or to NGY or its Subsidiaries by or to any Member of the Goodyear Group other than GDTNA, shall not, in each case, be Seconded Employees. As of the Closing Date, the secondment of each such Seconded Employee shall terminate, and, unless otherwise indicated on Schedule 4.22 as a “retained employee” (“Retained Employees”), (i) each such Seconded Employee shall cease to be authorized as a representative of the SRI Group Member or Goodyear Group Member, as applicable, to which such Seconded Employee served during such secondment, and (ii) each such Seconded Employee shall return to the employ of their original employer. (ii) Each Party agrees that it shall, and cause each of its Group Members, as applicable, to, following the Closing, continue the terms of employment of the Retained Employees substantially as in effect immediately preceding the Closing for a period of not less than two (2) years, as a direct employee of such applicable entity. (iii) From and after the Closing Date, (i) Goodyear shall, and shall cause each Goodyear Group Member to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the Employees of the SRI Group Members who on or prior to the Closing Date were seconded to the Goodyear Group and (ii) SRI shall, and shall cause each SRI Group Member to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the Employees of the Goodyear Group Members who on or prior to the Closing Date were seconded to the SRI Group, in each case with respect to all acts or omissions by them in their capacities as Seconded Employees or taken at the request of any member of the Goodyear Group or SRI Group, as applicable, at any time on or prior to the Closing Date, in each case other than with respect to any gross negligence, willful misconduct, fraud, illegal conduct or activities.

Seconded Employees. (ia) Schedule 4.22 sets forth Toyo shall second to TISJ Toyo’s employees and employees of TOYO MANAGEMENT SERVICE CO., LTD. (“TMS”), a list wholly owned subsidiary of all Employees of any Goodyear Group Member seconded, immediately prior to the Closing Date to any SRI Group Member and all Employees of any SRI Group Member seconded, immediately prior to the Closing Date to any Goodyear Group Member Toyo (such Employees, the “Seconded Employees”)) as set forth in Schedule 5.3 attached hereto, provided that employees (x) seconded by or to GDTNA by or to any Member of the SRI Group other than NGY and its Subsidiaries and (y) seconded by or to NGY or its Subsidiaries by or to any Member of the Goodyear Group other than GDTNA, shall not, in each case, be Seconded Employees. As of the Closing Date, the secondment of each such Seconded Employee shall terminate, and, unless otherwise indicated on Schedule 4.22 as a “retained employee” (“Retained Employees”), (i) each such Seconded Employee shall cease to be authorized as a representative of the SRI Group Member or Goodyear Group Member, as applicable, to which such Seconded Employee served during such secondment, and (ii) each such Seconded Employee shall return to the employ of their original employer. (ii) Each Party agrees that it shall, and cause each of its Group Members, as applicable, to, following the Closing, continue the terms of employment of the Retained Employees substantially as in effect immediately preceding the Closing for a period of not less than two (2) years, as a direct employee of such applicable entity. (iii) From and years after the Closing Date, (i) Goodyear shall, subject to the consent of such Seconded Employees and shall cause each Goodyear Group Member to, indemnify, defend and hold harmlessoccurrence of the Closing. Toyo hereby represent that the Seconded Employees, to the fullest extent permitted under applicable Lawbest knowledge of Toyo, have agreed to their secondment to TISJ. The detailed terms and conditions of such secondment shall be provided in each secondment agreement to be entered into between Toyo and TISJ, and between TMS and TISJ, separately. (b) TIS may recruit such employees, and Toyo shall not make any objections to TIS’ recruitment and shall reasonably cooperate with TIS in such efforts. (c) TIS agrees to ensure that the Employees terms and conditions of employment including, but not limited to, work on a regular day off, and working hours of the SRI Group Members who on or prior Seconded Employees shall be not unfavorable to employees compared to the Closing Date were current terms and conditions of employment thereof. (d) Notwithstanding the provisions in Section 2.2 hereof, in the case that two (2) or more system engineers, who are seconded from Toyo to TISJ, out of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Kouichi Suzuki, retire from or otherwise terminate their secondment with TISJ within twelve (12) months from the commencement date of their secondment for TISJ, TIS thereafter need not pay to Toyo the Annual Payment of five percent (5%) of the total annual sale of TISJ as set forth in Section 2.2 hereof. (e) TIS may have any Seconded Employees return to Toyo and/or TMS by sending a three (3) month prior written notice to Toyo and/or TMS under the terms and conditions agreed with Toyo and/or TMS, and Toyo shall be obligated to accept any such employees from Toyo. Section 5.3 (d) above shall not be affected by such return provided that none of such returned employees shall be deemed to be one of the retired or terminated employees under Section 5.3(d), and TIS’ obligations in respect of the Annual Payment as set forth in Section 2.2 hereof shall not change. (f) TIS shall pay and bear the costs and expenses (including, without limitation, salary, bonuses and benefits) incurred with respect to the Goodyear Group Seconded Employees (the “Seconded Employees Costs”). Toyo shall provide TIS with the current costs of the Seconded Employees separately and in accordance with the letter provided to ▇▇. ▇▇▇▇▇. TIS need not pay any margin or commission to Toyo. It is the intention of both parties that the salary level of the seconded employees shall not be affected by their secondment to TISJ. Toyo agrees that the average of total base salaries of Seconded Employees which is controllable by Toyo (inclusive of bonuses and monthly salaries but exclusive of any other costs such as overtime wages, pension and other social benefits) (the “Base Salaries”) will not be increased by more than seven percent (7%) per annum and (ii) SRI shallthe Base Salaries of each Seconded Employees will not be increase by more than twenty percent (20%) per annum. TIS agrees that the amount of the Base Salaries may be increased without a consent of TIS or TISJ in the case that the increase is a result of (i) governmental legislation or regulation, and shall cause each SRI Group Member to(ii) Toyo’s personnel policy or system, indemnify, defend and hold harmless, including the promotion systems that applies to the fullest extent permitted under applicable Lawentire personnel of Toyo, or (iii) agreement with a labor union of Toyo that applies to the Employees entire personnel of Toyo. The increase of the Goodyear Group Members who Base Salaries resulting from any other events shall be made only with the prior consent of TIS or TISJ. It is clarified that all payment shall relate solely to the period commencing on the secondment date and that in no event shall TIS be requested to make any payments on account of employment or service periods prior to the Closing Date were seconded to the SRI Group, in each case with respect to all acts or omissions by them in their capacities as Seconded Employees or taken at the request of any member of the Goodyear Group or SRI Group, as applicable, at any time on or prior to the Closing Date, in each case other than with respect to any gross negligence, willful misconduct, fraud, illegal conduct or activitiesthat date.

Seconded Employees. (ia) Schedule 4.22 sets forth Toyo shall second to TISJ Toyo’s employees and employees of TOYO MANAGEMENT SERVICE CO., LTD. (“TMS”), a list wholly owned subsidiary of all Employees of any Goodyear Group Member seconded, immediately prior to the Closing Date to any SRI Group Member and all Employees of any SRI Group Member seconded, immediately prior to the Closing Date to any Goodyear Group Member Toyo (such Employees, the “Seconded Employees”)) as set forth in Schedule 5.3 attached hereto, provided that employees (x) seconded by or to GDTNA by or to any Member of the SRI Group other than NGY and its Subsidiaries and (y) seconded by or to NGY or its Subsidiaries by or to any Member of the Goodyear Group other than GDTNA, shall not, in each case, be Seconded Employees. As of the Closing Date, the secondment of each such Seconded Employee shall terminate, and, unless otherwise indicated on Schedule 4.22 as a “retained employee” (“Retained Employees”), (i) each such Seconded Employee shall cease to be authorized as a representative of the SRI Group Member or Goodyear Group Member, as applicable, to which such Seconded Employee served during such secondment, and (ii) each such Seconded Employee shall return to the employ of their original employer. (ii) Each Party agrees that it shall, and cause each of its Group Members, as applicable, to, following the Closing, continue the terms of employment of the Retained Employees substantially as in effect immediately preceding the Closing for a period of not less than two (2) years, as a direct employee of such applicable entity. (iii) From and years after the Closing Date, (i) Goodyear shall, subject to the consent of such Seconded Employees and shall cause each Goodyear Group Member to, indemnify, defend and hold harmlessoccurrence of the Closing. Toyo hereby represent that the Seconded Employees, to the fullest extent permitted under applicable Lawbest knowledge of Toyo, have agreed to their secondment to TISJ. The detailed terms and conditions of such secondment shall be provided in each secondment agreement to be entered into between Toyo and TISJ, and between TMS and TISJ, separately. (b) TIS may recruit such employees, and Toyo shall not make any objections to TIS’ recruitment and shall reasonably cooperate with TIS in such efforts. (c) TIS agrees to ensure that the Employees terms and conditions of employment including, but not limited to, work on a regular day off, and working hours of the SRI Group Members who on or prior Seconded Employees shall be not unfavorable to employees compared to the Closing Date were current terms and conditions of employment thereof. (d) Notwithstanding the provisions in Section 2.2 hereof, in the case that two (2) or more system engineers, who are seconded from Toyo to TISJ, out of H▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇, S▇▇▇▇▇▇▇ ▇▇▇▇▇ and Kouichi Suzuki, retire from or otherwise terminate their secondment with TISJ within twelve (12) months from the commencement date of their secondment for TISJ, TIS thereafter need not pay to Toyo the Annual Payment of five percent (5%) of the total annual sale of TISJ as set forth in Section 2.2 hereof. (e) TIS may have any Seconded Employees return to Toyo and/or TMS by sending a three (3) month prior written notice to Toyo and/or TMS under the terms and conditions agreed with Toyo and/or TMS, and Toyo shall be obligated to accept any such employees from Toyo. Section 5.3 (d) above shall not be affected by such return provided that none of such returned employees shall be deemed to be one of the retired or terminated employees under Section 5.3(d), and TIS’ obligations in respect of the Annual Payment as set forth in Section 2.2 hereof shall not change. (f) TIS shall pay and bear the costs and expenses (including, without limitation, salary, bonuses and benefits) incurred with respect to the Goodyear Group Seconded Employees (the “Seconded Employees Costs”). Toyo shall provide TIS with the current costs of the Seconded Employees separately and in accordance with the letter provided to M▇. ▇▇▇▇▇. TIS need not pay any margin or commission to Toyo. It is the intention of both parties that the salary level of the seconded employees shall not be affected by their secondment to TISJ. Toyo agrees that the average of total base salaries of Seconded Employees which is controllable by Toyo (inclusive of bonuses and monthly salaries but exclusive of any other costs such as overtime wages, pension and other social benefits) (the “Base Salaries”) will not be increased by more than seven percent (7%) per annum and (ii) SRI shallthe Base Salaries of each Seconded Employees will not be increase by more than twenty percent (20%) per annum. TIS agrees that the amount of the Base Salaries may be increased without a consent of TIS or TISJ in the case that the increase is a result of (i) governmental legislation or regulation, and shall cause each SRI Group Member to(ii) Toyo’s personnel policy or system, indemnify, defend and hold harmless, including the promotion systems that applies to the fullest extent permitted under applicable Lawentire personnel of Toyo, or (iii) agreement with a labor union of Toyo that applies to the Employees entire personnel of Toyo. The increase of the Goodyear Group Members who Base Salaries resulting from any other events shall be made only with the prior consent of TIS or TISJ. It is clarified that all payment shall relate solely to the period commencing on the secondment date and that in no event shall TIS be requested to make any payments on account of employment or service periods prior to the Closing Date were seconded to the SRI Group, in each case with respect to all acts or omissions by them in their capacities as Seconded Employees or taken at the request of any member of the Goodyear Group or SRI Group, as applicable, at any time on or prior to the Closing Date, in each case other than with respect to any gross negligence, willful misconduct, fraud, illegal conduct or activitiesthat date.