Common use of Employment of Employees Clause in Contracts

Employment of Employees. (a) BUYER shall extend offers of employment, as of the Closing Date, to such employees of the Offices listed in SCHEDULE R as may be employed by SELLER at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, personal leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Date, and for a base salary not less than that paid by SELLER as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this section.

Employment of Employees. (a) BUYER shall extend offers of employment, as As of the Closing Date, Seller shall terminate from employment and Buyer will offer employment to such the employees of the Offices Business listed in SCHEDULE R as may be on Section 11.01 of the Disclosure Letter who remain employed by SELLER at the Offices Sellers as of the Closing Date (includingthe “Business Employees”). Sellers shall be responsible for the payment of all earned but unpaid salaries, without limitationbonus, those employees who on the Closing Date are on family and medical leavevacation pay, military leavesick pay, personal leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Dateholiday pay, and other like obligations and payments to the Business Employees for a base salary not less than that paid all periods ending on or prior to the Financial Effective Time. All Business Employees who accept Buyer’s offer of employment “Transferred Employees” shall be immediately employed on an uninterrupted basis by SELLER Buyer as of the Closing Date. Employees accepting Immediately following the Closing Date, Buyer shall be responsible for providing each Transferred Employee who has commenced active employment with BUYERBuyer or one of its Affiliates with his or her compensation earned following the Financial Effective Time; provided, including but not limited however, that compensation earned between the Financial Effective Time and the Closing Date shall be paid in accordance with Section 2.08. Buyer shall also provide each Transferred Employee who has commenced active employment with Buyer or one of its Affiliates with employee benefits that are no less favorable in the aggregate than the employee benefits provided by Buyer and its Affiliates to its similarly situated (based on position, responsibilities and location) employees from time to time; provided that nothing contained herein shall mean that Buyer must offer any benefits under any defined benefit plan or equity compensation plan. Notwithstanding anything in this Section 11.01 to the Leave Employeescontrary, are referred with respect to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred any Business Employee is employed who as of the Closing Date is on military leave, sick leave, maternity leave or short-term disability, except as required by applicable law, Buyer need only offer to employ such Business Employee for the period beginning after such absence if such Business Employee returns to employment in accordance with the terms of such Business Employee’s leave, provided that such Business Employee commences active employment with Buyer no later than six (6) months after the Closing Date. Notwithstanding the foregoing, such six (6) month limitation shall not apply to Business Employees on military leave as long as such Business Employee applies to return to employment within ninety (90) days of release or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred honorable discharge from armed services. Any Business Employee (the "Terminated Employee") between who is on leave on the Closing Date and commences active employment with Buyer in accordance with the date which is one (1) year from preceding sentence will cease employment with Sellers at the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date end of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as leave of the date hereof and set forth in SCHEDULE R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this sectionabsence.

Employment of Employees. (a) BUYER shall extend offers of employment, as of On or before the Closing Date, Purchaser ----------------------- shall offer employment to such all salaried and nonsalaried employees of the Offices listed Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in SCHEDULE R as may be employed by SELLER connection with the Family and Medical Leave Act of 1993 at the Offices Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the Closing Date (includingdate of this Agreement, without limitation, those but who will become employees who of Maxim on the Closing Date are on family and medical leave, military leave, personal leave or short-term disability and who elect prior to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a base salary not less than result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that paid such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between Seller and such Hired Employees relating to the Business to the extent (but only to the extent) necessary for Purchaser to operate the Business in the same manner as operated by SELLER as of Seller prior to the Closing Date. Employees accepting employment with BUYER, including but Seller does not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and release any Transferred Hired Employee from entering into an any confidentiality agreement satisfactory executed by such Hired Employee in favor of third parties relating to both Buyer and the Transferred Employee providing for resolution receipt of matters set forth confidential information in this sectionconnection with potential business acquisitions.

Employment of Employees. Purchaser shall hire all current employees of the Company who execute an Offer Letter (athe "Hired Employees"). Purchaser shall provide the Hired Employees with employee benefits and programs substantially similar to those currently provided to similarly situated employees of the Purchaser and in each case shall (i) BUYER cause Hired Employees to be credited with service with the Company for purposes of eligibility and vesting (but not benefit accrual) under any employee benefit plan or program established or maintained by Purchaser for the benefit of the Hired Employees (the "Purchaser Plans"), (ii) cause its group health plans to waive any pre-existing condition exclusions (but only to the extent such exclusion would be waived under applicable health and welfare plans offered to the Hired Employees by the Company and to the extent such plans' health insurance issuers are required pursuant to any Legal Requirement or the current terms of any Purchaser Plan to grant such waivers) in respect of Hired Employees (and their beneficiaries and dependants), and (iii) grant full credit to Hired Employees for accrued but unused vacation in accordance with the policies of Purchaser. No provision of this Agreement shall extend offers be construed to prohibit Purchaser from having the right to terminate the employment of employmentany Hired Employee, with or without cause (subject to the terms and conditions of the Employment Agreements). The Company shall terminate effective as of the Closing Date, to such employees Effective Time all employment agreements it has with any of the Offices listed in SCHEDULE R as may be employed by SELLER at Hired Employees (excluding any intellectual property ownership and/or assignment agreements, non-competition agreements or confidentiality agreements). With the Offices as exception of the Closing Date (includingpreceding sentence, without limitationfor the purposes of this Section 7.5, those Hired Employees shall not include any employees who on the Closing Date are on family have executed Employment Agreements and medical leave, military leave, personal leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Date, and for a base salary not less than that paid whose rights will be governed by SELLER as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this sectionagreements.

Employment of Employees. (a) BUYER shall extend offers of employment, as of the Closing Date, to such employees of the Offices listed in SCHEDULE Schedule R as may be employed by SELLER BANK ONE at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER BANK ONE as of the Closing Date, and for a base salary not less than that paid by SELLER BANK ONE as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 35 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program severance plan of BANK ONE applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE Schedule R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this section.

Employment of Employees. For a period of twelve (12) months following the Closing, the Buyer will provide each of Employees the following: (a) BUYER shall extend offers of employment, as of the Closing Date, to such employees of the Offices listed in SCHEDULE R as may be employed by SELLER at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, personal leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Date, and for a base salary rate of pay and severance opportunity not less than that paid by SELLER as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date rate of pay and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay severance opportunity available to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as of the date hereof Closing; and set forth (b) bonus opportunities and benefits inclusive of severance that are substantially comparable in SCHEDULE R the aggregate to the benefits available to such Employee immediately prior to the Closing; provided, however, nothing contained herein shall require the continuation of any benefit program not otherwise offered by the Buyer. The Buyer will, and will cause the Acquired Companies to, credit service rendered by the Employees prior to the Closing for eligibility and vesting purposes (and solely with respect to vacation and severance benefits, benefit accrual under all employee benefit plans, programs, policies and arrangements of the Buyer and its Subsidiaries (including the Acquired Companies) from and after the Closing to the same extent as such service was taken into account under corresponding plans of the Acquired Companies for such purposes, unless such service credit results in duplication of benefits. Without limiting the foregoing, to the extent permitted under the Buyer’s insurance arrangements with third parties, the Buyer will provide that the Employees will not be subject to any pre-existing condition or other limitation under any health or welfare plans of the Buyer and its Subsidiaries (iiincluding the Acquired Companies) for any condition for which such Employee would have been entitled to coverage under the severance corresponding plan of BUYER otherwise applicable the Acquired Companies in which such Employee participated immediately prior to the Terminated Employee as of Closing. The Buyer will cause such Employees to be given credit under such plans for co-payments and other out-of-pocket expenses made, and deductibles satisfied, for the date of such transfer, termination, or reduction plan year in base salary. Such payment shall be due and owing which the Terminated Employee on the date of such transfer, termination, or reduction in salaryClosing occurs. Nothing contained in this Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this sectionSection 8.7.2, express or implied, is intended to confer upon any employee any right to continued employment for any period, limit the Buyer’s ability to terminate the employment of any employee at any time and for any reason, including without cause or constitute the establishment of, or an amendment or other modification to, any employee benefit or compensation plan, program, policy, agreement or arrangement of the Buyer or any of the Acquired Companies.

Employment of Employees. (a) BUYER shall extend offers of employment, as of the Closing Date, to such employees of the Offices listed in SCHEDULE Schedule R as may be employed by SELLER Banc One at the Offices as of the date of the Banc One Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER Banc One as of the Closing Date, and for a base salary not less than that paid by SELLER Banc One as of the Closing Date. , Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program severance plan of Banc One applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE Schedule R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer BUYER and any Transferred Employee from entering into an agreement satisfactory to both Buyer BUYER and the Transferred Employee providing for resolution of matters set forth in this section.