Common use of Shared Employee Clause in Contracts

Shared Employee. 5.1 The Operating Corporate Shareholders will co-operate in hiring and employing the Shared Employees, and in particular will cause and procure that: (a) each Shared Employee is, subject to Section 5.4, remunerated at the same gross rate of salary and receives the same benefits from each Operating Corporate Shareholder that employs the employee; (b) each Operating Corporate Shareholder will maintain appropriate records of the time spent by each Shared Employee in providing employment services to the Operating Corporate Shareholder; and (c) each Operating Corporate Shareholder will, in respect of each Shared Employee and in time to permit Global to carry out its obligations under Section 5.2, advance to Global on a monthly basis, as agent of the Operating Corporate Shareholder, that proportion of the gross salary, benefit costs, and any other amounts required to be paid by the Operating Corporate Shareholder in respect of its employment of the Shared Employee for the relevant period, equal to the proportion that: (i) the number of hours spent by the Shared Employee in the relevant period on matters pertaining to the Operating Corporate Shareholder is of; (ii) the number of hours spent by the Shared Employee in the relevant period on matters pertaining to all Operating Corporate Shareholders. 5.2 Global will, as agent for each Operating Corporate Shareholder, apply the funds advanced to it pursuant to Section 5.1(c) in a timely manner to: (a) make a bi-monthly payment to each Shared Employee equal to the aggregate of all amounts payable to the employee as salary, wages and other remuneration by all the Operating Companies Shareholders for the relevant period, net of any statutory or other amounts required or agreed to be withheld therefrom; and (b) pay each Operating Corporate Shareholder’s share of all benefit costs, statutory or other withholding amounts and any other amounts required or agreed to be paid by each Operating Corporate Shareholder in respect of each Shared Employee for the relevant period. 5.3 For greater certainty, it is acknowledged and confirmed that each Shared Employee is and shall be an employee of each Operating Corporate Shareholder that utilizes the services of the employee and is not and shall not be an employee of Global and that all acts that Global shall do in connection with a Shared Employee shall be done as agent for each Operating Corporate Shareholder pro tanto. 5.4 Notwithstanding the generality of Section 5.1(a), each Operating Corporate Shareholder may at any time and from time to time grant employee stock options to one or more Shared Employees, and any such grant by an Operating Corporate Shareholder shall not impose any obligation on any other Operating Corporate Shareholder to grant a similar employee stock option to the employee. 5.5 Each Operating Corporate Shareholder shall provide Global with a deposit equal to three months estimated costs and shall increase the deposit if the estimated costs increase for an extended period of time.