Common use of Transferred Employees Clause in Contracts

Transferred Employees. On the Closing Date, the Seller shall terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Date, the Purchaser shall offer employment, on an "at will" basis, to all of the employees of the Seller who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment with respect to any employee of the Seller who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the Seller.

Transferred Employees. On the Closing Date, The Purchaser has made available to the Seller shall terminate the employment in writing a list of all of its employees identified in Section 3.16(a) and/or independent contractors of the Seller Disclosure Letter to whom the Purchaser intends to offer employment (the “Named Employees”). The Seller shall terminate, effective as of the of this Agreement, all of the Named Employees except as otherwise provided in this Section 5.128.7. Commencing on the Closing Date, the The Purchaser shall offer employment, on an "“at will" basis” basis on such terms and conditions as the Purchaser may determine, to all of the employees of the Seller Named Employees who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligationthis Agreement. Named Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "“Transferred Employees"”. The Except as provided herein, the Purchaser shall have no obligation of any kind to offer employment or otherwise with respect to any employee of the Seller who is not actively at work on the Closing DateSeller. For these purposes "“actively at work" will mean” means: (i) any employee who has averaged a minimum of thirty (30) 30 hours per week in a permanent position in the last three months prior to the Closing Dateof this Agreement; (ii) any employee absent on the Closing Date of this Agreement due to the Family Medical Leave Act FMLA or similar state lawsLaws; (iii) any employee absent on the Closing Date of this Agreement due to maternity leave under the Seller's ’s maternity or short-term disability leave policypolicies; (iv) any employee absent on the Closing Date of this Agreement due to military duty; (v) any employee absent on the Closing Date of this Agreement due to jury duty; and (vi) any employee absent on the Closing Date of this Agreement due to vacation vacation, personal day, or personal days scheduled day off consistent with the Seller's ’s employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the Seller.

Transferred Employees. On No later than fifteen (15) Business Days after the Agreement Date, Buyer shall offerPrior to the date hereof, Buyer offered employment to Sellers’ employees who are exclusively employed in respect of the Acquired Business as of the date hereofof the Original Agreement (the “Business Employees”) and who remain employed by Sellers or such Acquired Subsidiary immediately prior to the Closing Date, the Seller shall terminate the employment (including employees on approved leave of all of its employees identified in absence) and who arewere listed on Section 3.16(a5.3(b) of the Seller Disclosure Letter except Schedule as otherwise provided in this Section 5.12. Commencing on the Closing Date, the Purchaser shall offer employment, on an "at will" basis, to all of the date of the Original Agreement, with Comparable Positions and Comparable Compensation and Benefits. Offer letters were not sent to employees of the Seller who are actively at work Acquired Subsidiaries. As soon as practicable after the date hereof, and in any event no later than five Business Days prior to the Closing, Buyer shall offer employment to the four employees listed on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a5.3(b) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees Schedule who were not listed on Section 5.3(b) of the Seller who accept such offer are, Disclosure Schedule as of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment with respect to any employee date of the Seller Original Agreement, with Comparable Positions and Comparable Compensation and Benefits. Those employees who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum accept Buyer’s offer of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent employment and commence working for Buyer on the Closing Date due (or upon return to work from approved leave of absence) shall hereafter be referred to as “Transferred Employees.” Sellers agree to cooperate with the Buyer Group (i) to ensure that offer letters described in this Section 5.3(a) are timely distributed to each applicable Business Employee and (ii) to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be extent reasonably requested by the Buyer, to provide a copy of any Seller Benefit Plan to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both Buyer to the termination of such employees by the Sellerenable Buyer to satisfy its obligations under this Section 5.3(a).

Transferred Employees. On As of the Closing Date, Buyer shall offer employment to all employees of Seller who are actively employed by Seller in connection with the Business as of the Closing Date (the "ACTIVE EMPLOYEES"). In the case of any employees of Seller in connection with the Business who, as of the Closing Date, are absent from active employment with Seller for any reason (including as a result of layoff, leave of absence, disability, illness or injury) (the "INACTIVE EMPLOYEES" and, together with the Active Employees, the "BUSINESS EMPLOYEES") such Inactive Employees shall not become employees of Buyer unless (i) the Inactive Employee was absent from active employment with Seller as of the Closing Date solely on account of a short-term disability, and (ii) such Inactive Employee returns to active employment with Buyer within a period of 3 months following the Closing Date. The Business Employees who become employed by Buyer shall be referred to herein as "TRANSFERRED EMPLOYEES." Buyer shall employ each Transferred Employee at the same salary or wage level provided to such Transferred Employee by Seller immediately prior to the Closing; PROVIDED THAT, notwithstanding the foregoing, Buyer may modify such salary or wage level at any time subsequent to the Closing Date. Nothing in this Agreement shall limit Buyer's ability to terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Dateany Transferred Employee at any time and for any reason, the Purchaser shall offer employment, on an "at will" basis, to all of the employees of the Seller who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment with respect to any employee of the Seller who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the Sellerincluding without cause.

Transferred Employees. On the Closing Date, the Seller shall terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Date, the Purchaser shall offer employment, on an "at will" basis, to all of the employees of the Seller who are actively at work on the Closing Date other Not more than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment with respect to any employee of the Seller who is 10 and not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months less than 5 days prior to the Closing Date; (ii) , Sellers will provide Buyer Domestic with a revised version of Schedule 4.23(a), updated as of such date, which shall reflect any terminations of employment, new employee absent on hires or changes to the employee information otherwise contained therein. Buyer Domestic shall, or shall cause its Affiliates to, prior to the Closing Date due Date, make an offer of employment to the Family Medical Leave Act each actively employed Business Employee (other than Retained Employees and any Business Employee whose employment transfers automatically by operation of Applicable Law) and each individual who has accepted an offer of employment from Seller or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's of its Affiliates for employment policies. The Purchaser shall take all action primarily in connection with the Business but who has not, as of the Closing Date, commenced employment with Seller or its Affiliates (each such person an “Accepted Offer Employee”) in accordance with Applicable Law, with such offers effective as of the Closing, subject to the condition that such Business Employee or Accepted Offer Employee (A) accepts the employment offer in a timely fashion (and in no event more than ten Business Days after his or her receipt of such offer of employment), (B) meets Buyer Domestic’s reasonable employment requirements with respect to satisfactory results of background checks, drug tests, immigration verification, restrictive covenant agreements and similar requirements, and (C) in the case of a Business Employee or Accepted Offer Employee who, immediately prior to the Closing, is absent from work on account of use of vacation or authorized leave of absence (including family medical leave, military leave, sick leave, workmen’s compensation and short term disability), such Business Employee or Accepted Offer Employee returns to active work within the time required pursuant to the terms of such vacation or authorized leave of absence (but in no event more than *** after the Closing, except as otherwise required by Applicable Law), which terms Sellers shall communicate in writing to Buyer Domestic within a reasonable period before offers of employment are to be given hereunder. For avoidance of doubt, Business Employees who are actively employed include any Business Employee who is, immediately prior to the Closing, absent from work on account of use of vacation and authorized leave of absence (including family medical leave, military leave, sick leave, workmen’s compensation and short term disability). No offers of employment will be made to inactive or former Business Employees, including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment or hiring retired on or before the Closing Date. The parties acknowledge and agree that the transactions contemplated by this Agreement and the other Transaction Documents with respect to Switzerland constitute a “transfer of business” within the meaning of Article 333 of the Transferred Employees as may Swiss Code of Obligations and the parties shall cooperate in good faith to satisfy, or cause to be reasonably requested by satisfied, the Seller to avoid the applicability information and consultation requirements of Articles 333 and 333a of the Worker Adjustment and Retraining Notification Act, similar state law, or both Swiss Code of Obligations as they apply to the termination transactions contemplated by this Agreement or the other Transaction Documents. Each Business Employee and Accepted Offer Employee who timely accepts an offer of such employees employment, satisfies the foregoing additional conditions, and becomes employed by the SellerBuyer Domestic or its *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

Transferred Employees. On Not more than 10 and not less than 5 days prior to the Closing Date, Sellers will provide Buyer Domestic with a revised version of Schedule 4.23(a), updated as of such date, which shall reflect any terminations of employment, new employee hires or changes to the Seller employee information otherwise contained therein. Buyer Domestic shall, or shall terminate the employment of all of cause its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on Affiliates to, prior to the Closing Date, the Purchaser shall make an offer employment, on an "at will" basis, of employment to all of the employees of the Seller who are each actively at work on the Closing Date employed Business Employee (other than those employees Retained Employees and any Business Employee whose employment transfers automatically by operation of Applicable Law) and each individual who has accepted an offer of employment from Seller or any of its Affiliates for employment primarily in connection with the Seller Business but who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees of the Seller who accept such offer arehas not, as of the time they first perform services for Closing Date, commenced employment with Seller or its Affiliates (each such person an “Accepted Offer Employee”) in accordance with Applicable Law, with such offers effective as of the PurchaserClosing, referred subject to herein as the "Transferred Employees". The Purchaser shall have condition that such Business Employee or Accepted Offer Employee (A) accepts the employment offer in a timely fashion (and in no obligation event more than ten Business Days after his or her receipt of any kind to such offer of employment), (B) meets Buyer Domestic’s reasonable employment requirements with respect to satisfactory results of background checks, drug tests, immigration verification, restrictive covenant agreements and similar requirements, and (C) in the case of a Business Employee or Accepted Offer Employee who, immediately prior to the Closing, is absent from work on account of use of vacation or authorized leave of absence (including family medical leave, military leave, sick leave, workmen’s compensation and short term disability), such Business Employee or Accepted Offer Employee returns to active work within the time required pursuant to the terms of such vacation or authorized leave of absence (but in no event more than *** after the Closing, except as otherwise required by Applicable Law), which terms Sellers shall communicate in writing to Buyer Domestic within a reasonable period before offers of employment are to be given hereunder. For avoidance of doubt, Business Employees who are actively employed include any employee Business Employee who is, immediately prior to the Closing, absent from work on account of use of vacation and authorized leave of absence (including family medical leave, military leave, sick leave, workmen’s compensation and short term disability). No offers of employment will be made to inactive or former Business Employees, including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment or retired on or before the Closing Date. The parties acknowledge and agree that the transactions contemplated by this Agreement and the other Transaction Documents with respect to Switzerland constitute a “transfer of business” within the meaning of Article 333 of the Seller Swiss Code of Obligations and the parties shall cooperate in good faith to satisfy, or cause to be satisfied, the information and consultation requirements of Articles 333 and 333a of the Swiss Code of Obligations as they apply to the transactions contemplated by this Agreement or the other Transaction Documents. Each Business Employee and Accepted Offer Employee who is not actively at work timely accepts an offer of employment, satisfies the foregoing additional conditions, and becomes employed by Buyer Domestic or its Affiliates as of the Closing Date, and each Business Employee whose employment transfers automatically by operation of Applicable Law as of the Closing Date, shall be a “Transferred Employee” on the Closing Date. For these purposes "actively at work" will mean: (i) Notwithstanding the foregoing, nothing in this Agreement or any employee who has averaged a minimum other Transaction Document shall be construed as an obligation of thirty (30) hours per week in a permanent position in Buyer Domestic or any of its Affiliates to continue the last three months prior to employment of any Transferred Employee for any period following the Closing Date; (ii) . Each Seller will not take, and shall cause its Affiliates not to take, any employee absent on action which would impede, hinder, interfere or otherwise compete with any effort by a Buyer Party to hire any Transferred Employees. Except as required by Applicable Law, Buyer Domestic or, as the Closing Date due case may be, its Affiliates shall not be required to the Family Medical Leave Act hire or similar state laws; (iii) employ, or be deemed to have hired or employed, or assume responsibility for any employee absent on the Closing Date due Business Employee or Accepted Offer Employee who fails to maternity leave under the Seller's maternity leave policy; (iv) satisfy any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation one or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring more of the requirements of subparts (A), (B) or (C) above, and any such Business Employee or Accepted Offer Employee shall not be or become a Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the SellerEmployee.

Transferred Employees. On the Closing Date, the Seller shall terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Date, the Purchaser shall Buyer will offer employment, on an "at will" will basis, to all no fewer than ninety (90) of the Company's employees of (the Seller "Business Employees") who are actively at work on the Closing Date (the "Offeree Employees") upon substantially the same terms and conditions (other than those employees benefit plans, as addressed below) and with substantially the same duties and responsibilities as in effect on the Closing Date while such individuals were employed by the Company, and at such time the employment by the Company of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser each Offeree Employee shall have no hiring obligationterminate. The Offeree Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, employment with Buyer are referred to herein as the "Transferred Employees", provided that any Offeree Employee who accepts employment with the Buyer but is terminated within thirty (30) days of the Closing Date shall be deemed not to be a Transferred Employee solely for the purposes of subparagraph (f) of this Section. On and after the Closing Date, the Company will not take any actions to retain the services of any Offeree Employee. The Purchaser Buyer shall have no obligation of any kind to offer employment or otherwise with respect to any employee of the Seller Business Employee who is not actively at work on the Closing Date, and each such Business Employee shall remain an employee of the Company unless otherwise agreed in writing by the Buyer. For these purposes "actively at work" will mean: includes any Business Employee who is (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act FMLA or similar state laws; (iiiii) any employee absent on the Closing Date due to maternity leave under the SellerCompany's maternity leave policy; (iviii) any employee absent on the Closing Date due to military duty; (viv) any employee absent on the Closing Date due to jury duty; and (viv) any employee absent on the Closing Date due to vacation or personal days consistent with the SellerCompany's employment policies. The Purchaser shall take all action in connection with ; (vi) absent on the employment Closing Date due to workers' compensation leave or hiring short-term disability leave; and (vii) absent on the Closing Date due to any other authorized absences, but not including any employee who is on a long-term disability leave of absence as of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the SellerClosing Date.

Transferred Employees. On Attached hereto as Schedule 9.01(a) is a list of employees who are employed by Seller engaged in the Closing Date, the Seller shall terminate the employment of all of its employees identified in Section 3.16(a) operations of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Date, the Purchaser shall offer employment, on an "at will" basis, to all of the employees of the Seller who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees of the Seller who accept such offer areBusiness, as of the time they first perform services for most recent date preceding this Agreement. As of the PurchaserClosing, Buyer shall offer (i) employment with Buyer to all union employees who are employed by Seller in connection with the operations of the Business immediately before the Closing; and (ii) employment with Buyer to such non-union employees who are employed by Seller in connection with the operations of the Business as Buyer shall elect in its sole discretion. Prior to the Closing, Buyer shall provide to Seller a list of inactive union employee and active non-union employees to whom Buyer does not intend to offer employment, and such list shall be attached hereto as Schedule 9.01(b). Seller shall provide to Buyer a list of all union and non-union employees engaged in the operations of the Business as of the Closing and delete therefrom those employees set forth on Schedule 9.01(b), and the resulting list shall be attached hereto as Schedule 9.01(c). The employees who appear on Schedule 9.01(c) shall become employees of Buyer as of the Closing and are hereinafter referred to herein as the "Transferred Employees". The Purchaser Any employee engaged in the operations of the Business who is inactive as of the Closing shall become a Transferred Employee as of the date such employee commences active employment with Buyer, which decision shall be and in all respects is within the discretion of Buyer. Seller hereby agrees that for a period of three (3) years following the Closing Date, neither Seller nor any Affiliate of Seller shall employ any Transferred Employee. Notwithstanding the foregoing, Seller shall have no obligation of the right to employ any kind to offer employment with respect to any non-union employee of the Seller who is not actively at work set forth on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the SellerSchedule 9.01(C).

Transferred Employees. On As of the Closing Date, the employees of the Company who are actively employed by the Company as of the Closing Date and set forth on Schedule 4.9(a) (the “Active Employees”) and all of the key employees of the Company as of the Closing Date and set forth on Schedule 4.9(a) (the “Key Employees”) shall be offered employment by either Buyer or one of its Affiliates (the “Employer”). The Company shall cause all of the Active Employees and all of the Key Employees to accept employment with the Employer prior to the Closing and will use its best efforts to cause all Active Employees to accept employment with the Employer within ten (10) Business Days of the Closing; provided, however, to the extent that the employment of an Active Employee is subject to a work visa (a “Foreign Employee”) such ten (10) day period shall be extended for such time as necessary for the Foreign Employee to have the necessary paperwork to be employed by the Employer completed so long as such extended period does not exceed forty-five (45) Business Days after the Closing Date. Buyer shall also use all reasonable commercial efforts to take such actions reasonably required to transfer the Foreign Employees to the employ of Buyer, including the sponsorship of such Foreign Employees. Company and Seller Member shall cooperate and provide all reasonable assistance requested by Buyer in the immigration process and waive any rights Company has to employ the Foreign Employees. The Foreign Employees of the Company are set forth on Schedule 4.9(a). Not later than the Closing Date (or such later date as may be agreed in writing by Buyer or, in the case of certain Active Employees and Foreign Employees, such longer period specified in the preceding sentence), the Company shall have terminated the employment of all Active Employees. The Employer shall not offer employment to any employees of the Company who, as of the Closing Date, are absent from active employment with the Company for any reason (including as a result of layoff or leave of absence) as set forth on Schedule 4.9(a) (the “Inactive Employees” and, together with the Active Employees and the Key Employees, the “Company Employees”). The Active Employees and Key Employees who accept employment with the Employer shall be referred to herein as “Transferred Employees.” The Company Employees who are not offered employment with, or who do not accept employment with, the Employer shall be referred to herein as “Non-Transferred Employees.” Nothing in this Agreement shall limit the Employer’s ability to modify the salary, wage, benefit or overall compensation level or terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except any Transferred Employee at any time and for any reason, including without cause. Except as otherwise provided described in this Section 5.12. Commencing on the Closing Date4.9, the Purchaser shall offer employment, on an "at will" basis, to all neither Buyer nor any of the employees of the Seller who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser its Affiliates shall have no hiring obligation. Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment Liability with respect to any Non-Transferred Employee or former employee or retiree of the Seller Company (including any Person currently covered by any benefit plan of the Company who is not actively at work a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). The Company shall be solely responsible for the payment of all wages, salaries and other compensation and employee benefits (including any commissions, accrued vacation, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of this Agreement), retirement and any other benefits, premiums, claims and related costs) based on or arising under employment with the Company of the Company Employees, including without limitation Transferred Employees. Without limiting the foregoing, the Company shall be responsible for the payment of any accrued bonuses for the calendar year ending the Closing Date owed to the Transferred Employees as of the Closing Date. For these purposes "actively at work" will mean: Buyer shall be solely responsible for the payment of all wages, salaries and other compensation and employee benefits (iincluding any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, premiums, claims and related costs) to any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested arising solely out of their employment with the Employer on or after the Closing Date. Neither Buyer nor any of its Affiliates shall assume any Liability with respect to any Employee Benefit Plan of the Company or other employee benefit plan of any kind or nature maintained by the Seller to avoid the applicability Company for any of the Worker Adjustment and Retraining Notification Acttheir employees, similar state lawformer employees or retirees, or both to the termination of such employees by the Sellerexcept as set forth in this Section 4.9.

Transferred Employees. On (a) Buyer will offer to employ all of the Employees effective as of the Closing Date, the . Buyer will communicate offers of employment in accordance with legal requirements and in a form mutually acceptable to Seller and Buyer. All such Employees shall terminate the be offered employment of with Buyer in all of its employees identified cases (i) in Section 3.16(a) of the a position requiring comparable skills and abilities as such Employee's position with Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Date, (ii) with annual base salary, or weekly or hourly rate of pay which is equal to such Employee's pay with Seller on the Purchaser shall offer employmentClosing Date, (iii) at a work location not more than 30 miles from such Employee's work location with Seller on an "at will" basisthe Closing Date, to all of the employees of the and (iv) with a work schedule that is not changed by more than 10% from such Employee's work schedule with Seller who are actively at work on the Closing Date other than those employees (a "Comparable Job Offer"). Buyer hereby agrees to pay severance benefits to any Employee who is not offered a Comparable Job Offer and does not otherwise accept employment with Buyer in accordance with the payment terms set forth on Schedule 8.1(a). Each Employee who accepts Buyer's offer of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees employment and commences employment with respect to whom the Purchaser Buyer hereunder shall have no hiring obligation. Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, be referred to herein as the a "Transferred Employees"Employee" for purposes of this Agreement. The Purchaser Buyer hereby agrees to cooperate with Seller in obtaining, in connection with any acceptance of an offer of employment with Buyer, an executed release from such Transferred Employee providing that Seller and its Affiliates shall have no obligation of not be responsible for any kind to offer employment severance claims or obligations for such Transferred Employee with respect to any employee severance plan, policy or practices of the Seller or any of its Affiliates or predecessors. With respect to any Employee who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee accepts an offer of employment from Buyer who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due is on military leave, sick leave, maternity leave, short-term disability or other leave of absence approved by Seller (but excluding any Employee absent by reason of long-term disability, for whom Seller will retain all liability), except as required by applicable law, Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent employment in accordance with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination terms of such employees by Employee's leave. Any such Employee will cease employment with Seller at the Sellerend of such leave of absence.

Transferred Employees. On Prior to the Closing Date, the Seller Buyer shall terminate the employment provide Primestar with a list of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except Sellers to whom Buyer proposes to offer employment effective as otherwise provided of the Closing Date ("Potential Transferred Employees"). With respect to each Potential Transferred Employee who accepts employment with Buyer as of the Closing Date or Transition Employee who accepts employment with Buyer during his or her Transition Period (each a "Transferred Employee" and, collectively "Transferred Employees"), Buyer shall provide such employee with: (i) vacation and sick leave to the extent accrued, unused and reflected in this Section 5.12. Commencing on Working Capital Liabilities as of the Closing Date, (ii) past service credit for eligibility and vesting purposes under the Purchaser Buyer's employee welfare benefit plans and 401(k) plan for their period of employment on record with the Sellers and (iii) past service credit for vesting only under the Buyer's "Non-Bargaining Retirement Plan" for their period of employment on record with the Sellers; provided, that such service recognition does not result in any duplication of benefits. Each Transferred Employee who completes one year of employment during which the Transferred Employee completed 1,000 hours of service with Buyer shall offer employment, on an accrue a benefit under the Buyer's "at willNon-Bargaining Retirement Plan" basis, to all of the employees of the Seller who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom such year. Each such Transferred Employee shall be credited, in accordance with the Purchaser shall have no hiring obligation. Employees terms of the Seller who accept such offer areBuyer's "Non-Bargaining Retirement Plan", as only with his or her period of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment with respect to any employee the Buyer for eligibility for early retirement subsidies under such plan. Past service credit for employment with the Sellers shall not be granted for purposes of benefit accrual and early retirement subsidies. Individuals who terminate their employment with the Seller who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months Sellers prior to the Closing Date; (ii) Date and are subsequently hired by Buyer shall not be entitled to any employee absent on the Closing Date due to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave past service recognition under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the Sellerthis Section 9.8.

Transferred Employees. On Schedule 7.1 contains a true and complete list of the Closing Datenames of all employees of the Acquired Businesses, the Seller annual wages or salaries, as the case may be, and other compensation of each such employee, paid or payable for services rendered during calendar year 1995. Promptly following the Closing, Purchaser shall terminate the offer employment of to all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided Acquired Businesses who are in this Section 5.12. Commencing active employment on the Closing Date. For purposes of this paragraph, the Purchaser an employee shall offer be considered to be in "active employment, " if he or she performs services or is on an "at will" basis, to all of the employees of the Seller who are actively at work vacation on the Closing Date other than those or received vacation pay in the pay period which includes the Closing Date. All such employees who accept such offer of employment of the Purchaser shall become employees of the Seller who are identified in Section 5.12(a) Purchaser as of the Seller Disclosure Letter as employees with respect to whom Closing Date (the Purchaser shall have no hiring obligation"Transferred Employees"). Employees of the Seller Acquired Businesses who accept such offer are, as of the time they first perform services for the Purchaser, do not become Transferred Employees are collectively referred to herein as the "Transferred Non-transferred Employees"." Sellers may retain as employees all Non- transferred Employees, or may terminate the employment of any or all such employees. The Purchaser shall have no obligation of any kind to offer employment liabilities or obligations with respect to the Non-transferred Employees, which liabilities and obligations shall be borne by Star-Xxxx. Star-Xxxx will be responsible for and pay any employee and all severance claims made by the Non-transferred Employees. Purchaser shall pay severance benefits to all Transferred Employees who are terminated by Purchaser in accordance with Purchaser's practices and policies. $308,266 shall be accrued as of the Seller who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum opening of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent business on the Closing Date due for severance benefits which will be included as an accrued expense in the Non-Cash Working Capital calculation referred to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the SellerSection 2.4.

Transferred Employees. On the Closing Date, the Seller shall terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on Prior to the Closing Date, the Purchaser shall offer employment, on an "“at will" ” basis, effective on the Closing Date, to all of the employees of the Seller Business Employees listed on Schedule 6.10(a) who are actively at work on the Closing Date other than those employees of (the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation“Named Employees”). Named Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "“Transferred Employees"”. The Transferred Employees shall be employed by the Purchaser in accordance with the terms and conditions set forth in Section 6.10(b). Except as provided herein, the Purchaser shall have no obligation of any kind to offer employment or otherwise with respect to any employee of the Seller who is not actively at work on the Closing DateSeller. For these purposes "“actively at work" will mean” means: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three (3) months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act FMLA or similar state lawsLaws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's ’s maternity or short-term disability leave policypolicies; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation vacation, personal day, or personal days scheduled day off consistent with the Seller's ’s employment policies. The Purchaser Effective on the Closing Date, the Seller shall take terminate all action in connection with the employment or hiring of the Named Employees who are not Transferred Employees as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the SellerEmployees.