Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. Before the Closing Date, the Buyer has made offers of employment to the contract employees of each Seller who provide services for and on behalf of such Seller's Business, all of which employees are listed on Schedule 4.3 (collectively, the "Employees") as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member hereby acknowledges that the offers of employment to the Employees were made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Seller with respect to each Employee of such Seller (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the applicable Seller and whether the Employee is on an active or inactive status; (b) such Employee's title and classification; (c) such Employee's annualized compensation as of the date of this Agreement, including base salary and vacation and/or paid time off accrual amounts as of December 31, 2004, bonus and/or commission potential, severance pay potential, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with such Seller's Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer's right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer shall be treated as a new, at-will employee of the Buyer.

Certain Employee Matters. Before (a) The Buyer reserves the Closing Dateright, the Buyer has made in its sole discretion, to make offers of employment to the contract employees of each Seller the Sellers who provide services for and on behalf of such Seller's Businessthe Sellers’ Businesses at each Branch, all of which employees are listed on Schedule 4.3 (collectively, the "“Employees"”) as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member the Sellers hereby acknowledges acknowledge that the any such offers of employment to the Employees were shall be made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Seller Branch with respect to each Employee of the Sellers at such Seller Branch (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the applicable Seller and whether the Employee is on an active or inactive statusSellers; (b) such Employee's ’s title and classificationcompensation structure (i.e., whether such employee receives compensation as a salaried or hourly employee); (c) such Employee's ’s annualized compensation if salaried or hourly rate if any hourly employee as of the date of this Agreement, including base salary and or hourly rate, vacation and/or paid time off off, accrual amounts as of December 31September 1, 2004, bonus and/or commission potential, severance pay potential2007, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with such Seller's Businessthe Businesses. Additionally, Schedule 4.3 includes a description of the Selling Entity’s bonus program for its employees. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period period, and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges the Sellers acknowledge that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer's ’s right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's ’s employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer (a “Hired Employee”) shall be treated as a new, at-will employee of the Buyer.

Certain Employee Matters. Before (a) Parent shall, or shall cause one of its Affiliates to, offer to employ all of the Employees and, effective as of the Closing Date, the Buyer has made offers employ all Employees who accept such offers. Each such offer of employment by Parent or its designated Affiliate shall be for a position: (i) that is consistent with the nature of such individual's position as an Employee, (ii) with a salary or other current cash compensation at a level comparable to what the contract individual received as an Employee immediately prior to Closing, and (iii) with benefits comparable to other employees of Parent and its Affiliates (not including Planco, Incorporated) with similar duties. Fortis shall not, directly or indirectly, take any action designed or intended to influence an individual's decision to accept such offer. Each Employee who accepts such an offer by Parent or its designated Affiliate shall be referred to as a "Buyer Employee." If Parent or its designated Affiliate terminates any Buyer Employee's employment without Cause within twelve months after the Closing Date, Parent shall, or shall cause its designated Affiliate to, pay to such Buyer Employee at least the amount of severance pay and additional benefits described on SCHEDULE 5.11 and, for such purpose, giving each Buyer Employee credit for such Buyer Employee's prior service with the Seller who provide services for and on behalf of such Seller's Business, all of which employees are listed on Schedule 4.3 (collectively, the "Employees") as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member hereby acknowledges that the offers of employment to the Employees were made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Seller with respect to each Employee of such Seller Parties or any Affiliate thereof (including any amount of service credit given to a Buyer Employee by the Seller Parties or their Affiliates for periods of time prior to such Buyer Employee's becoming employed by the Seller Parties or their Affiliates). Any Employee (including any individual employed by Fortis Advisers or Fortis Investors) who does not accept such offer of employment by Parent or its designated Affiliate shall either, in the discretion of Fortis, remain an employee of the Seller Parties or one of their Affiliates, or be severed from employment with the Seller Parties and their Affiliates, and in each instance the Seller Parties shall be responsible for all costs associated with such continued employment. Notwithstanding the foregoing, in the event that Parent or one of its Affiliates, within twelve months after the Closing Date, hires an Employee who is on a leave severed from employment with the Seller Parties and their Affiliates as described in the immediately preceding sentence, Parent shall, or shall cause one of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by its Affiliates to, reimburse the applicable Seller and whether Party or Affiliate for the Employee is on an active or inactive status; (b) such Employee's title and classification; (c) such Employee's annualized compensation as amount of the date of this Agreement, including base salary and vacation and/or paid time off accrual amounts as of December 31, 2004, bonus and/or commission potential, cash severance pay potential, and any other compensation forms; and (d) any governmental authorization or Permit that is held actually paid by such Seller Party or Affiliate to such Employee and that is used in connection with such Seller's Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer's right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer shall be treated as a new, at-will employee of the Buyerseverance.

Certain Employee Matters. Before the Closing Date, the 8.1.2 Buyer has made shall make offers of employment to the contract employees of each Seller who provide services for and on behalf of such Seller's Business, all of which employees are listed on Schedule 4.3 8.1 (collectively, the "“Employees") ”), and Seller shall terminate the employment of all Employees, as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member hereby acknowledges acknowledge that the any such offers of employment to the Employees were shall be made on an at-will basis basis. If accepted, each hired Employee shall commence employment with Buyer effective as of the Closing Date and, to the extent required by any provision of the WARN Acts, such employment shall be on terms and conditions substantially similar to the Hired Employee’s terms and conditions of employment with Seller; except, notwithstanding the foregoing, Buyer agrees to compensate such Employee at substantially an annual rate no less than the same rate of compensation (exclusive of benefits) as is set forth on in the “Total” column of Schedule 4.38.1. Schedule 4.3 8.1 accurately sets forth, by Seller Location with respect to each Employee of Seller at such Seller Location (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the applicable Seller and whether the Employee is on an active or inactive status; (b) such Employee's ’s title and classification; classification and (c) such Employee's annualized compensation as of the date of this Agreement, including base salary and vacation and/or paid time off accrual amounts as of December 31, 2004, bonus and/or commission potential, severance pay potential, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with such Seller's ’s Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges acknowledge that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all timesexcept as provided herein, be subject to the Buyer's ’s right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's ’s employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer shall be treated as a new, at-will employee of Buyer; provided that, such Hired Employees shall be permitted to enroll and commence active participation in Buyer’s employee benefit plans effective as of the Closing Date (with full credit for prior service with Seller and, with respect to Buyer’s welfare plans, waiver of pre-existing condition limitations (to the extent satisfied under Seller’s corresponding plan prior to Closing) and recognition of all co-pays and deductibles paid under Seller’s corresponding plans during the year of Closing). Buyer shall not take any action on or after the Closing Date that would cause any loss of employment by Seller’s Employees on or prior to the Closing Date (including as a result of the consummation of the transaction contemplated by this Agreement) to constitute a “plant closing,” “mass layoff,” “termination of operations” or similar event under any provision of the WARN Acts and Buyer shall provide any required notices under the WARN Acts with respect to any loss of employment affecting Employees that occurs on or after the Closing Date (including as a result of the consummation of the transaction contemplated by this Agreement). For the avoidance of doubt, it is the intent of the partiers that Buyer’s obligations under this Section 8.1.1 be limited to (a) only those requirement necessary in order to avoid a “plant closing,” “mass layoff,” “termination of operations” and similar event under any provision of the WARN Acts as a result of the termination of the Employees employment with Seller as a result of the consummation of the transaction contemplated by this Agreement and (b) hiring the Employees set forth on Schedule 8.1 and providing such Employees annual compensation no less than the rate set forth in the “Total” column, and in each case (a) and (b), Buyer shall otherwise be permitted to renegotiate and terminate the employment of the Employees at such times and for such reasons as Buyer sees fit.

Certain Employee Matters. Before the Closing Date, the Buyer has made offers of employment to the contract employees of each Seller who provide services for and on behalf of such Seller's ’s Business, all of which employees are listed on Schedule 4.3 (collectively, the "“Employees"”) as of and conditioned upon the occurrence of the Closing. The Buyer and each Seller and Member hereby acknowledges that the offers of employment to the Employees were made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Seller with respect to each Employee of such Seller (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the applicable Seller and whether the Employee is on an active or inactive status; (b) such Employee's ’s title and classification; (c) such Employee's ’s annualized compensation as of the date of this Agreement, including base salary and vacation and/or paid time off accrual amounts as of December 31, 2004, bonus and/or commission potential, severance pay potential, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with such Seller's ’s Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and each Seller and Member acknowledges that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer's ’s right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee's ’s employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer shall be treated as a new, at-will employee of the Buyer.