Common use of Offered Employees Clause in Contracts

Offered Employees. Within 10 Business Days of the date hereof, Purchaser will make offers of employment to the Offered Employees in accordance with Applicable Law and to become effective as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to such Offered Employees by Parent and/or its Affiliates on the date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Employees, Purchaser will provide the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates.

Offered Employees. Within 10 Business Days (a) Prior to the Closing, Buyer shall, or shall cause one of its Subsidiaries to, offer employment to each Offered Employee other than any Leave Employee, in each case effective as of the Closing. Such offers of employment shall be on terms substantially equivalent, considering salary, terms, active benefit plans (but excluding for purposes of determining equivalency, the existence or value of deferred compensation benefits or programs), and positions, as such employees respectively held or received at Seller immediately prior to the date hereof. The Parties acknowledge that Buyer does not currently offer any deferred compensation plan to any of its employees and has no intentions to adopt any such plan and, Purchaser will make thus, for the avoidance of doubt, is not obligated to provide any such plan as a result of this Agreement. Effective as of the Closing, Buyer or one of its Subsidiaries shall hire and employ each Offered Employee who accepts the offer of employment extended to such Offered Employee pursuant to the first sentence of this Section 8.2(a). Seller shall provide all reasonable assistance to Buyer and its Subsidiaries in connection with the offers of employment to the Offered Employees in accordance contemplated by the preceding sentences. Those Offered Employees who accept employment from Buyer or one of its Subsidiaries pursuant to the offers of employment made pursuant to this Section 8.2(a) and commence employment with Applicable Law and to become effective Buyer or one of its Subsidiaries as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to (or such Offered Employees by Parent and/or its Affiliates on the later date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business Leave Employees as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered permitted by Buyer), together with all Automatic Transferred Employees, Purchaser will provide the material terms of such offers shall be referred to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the herein collectively as “Transferred Employees.” Those Offered Employees who do not accept employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser Buyer or one of its Affiliates that materially complies with Subsidiaries pursuant to the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer offers of employment made by Purchaser pursuant to this Section 8.2(a) and commence employment with Buyer or one of its Affiliates that materially complies Subsidiaries as of the Closing (or such later date with respect to the requirements set forth in this Section and Leave Employees) shall be terminated by Seller promptly following the Closing (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliatessuch later date).

Offered Employees. Within 10 Business Days (a) Prior to the Closing, Buyer shall, or shall cause one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) to, offer employment to each Offered Employee other than any Leave Employee, in each case effective as of the Closing. Effective as of the Closing, Buyer or one of its Subsidiaries (including for this purpose, the POLYCOM CONFIDENTIAL Company or one of its Subsidiaries) shall hire and employ each Offered Employee who accepts the offer of employment extended to such Offered Employee pursuant to the preceding sentence. With respect to any Leave Employee that presents himself or herself for active employment within six months following the Closing Date, Buyer shall, or shall cause one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) to, offer employment to each such Leave Employee, and Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) shall hire and employ each such Leave Employee who accepts the offer of employment effective as of such employee’s date hereofof acceptance and commencement of active employment with Buyer. The applicable Seller Subsidiary shall use reasonable best efforts to enter into a tripartite agreement or other mutually agreed form of agreement with each of the employees set forth on Schedule 8.2(a) and Polycom (Denmark) ApS to assign and set forth the employment terms as required by law. Seller shall provide all reasonable assistance to Buyer and its Subsidiaries (including for this purpose, Purchaser will make the Company or one of its Subsidiaries) in connection with the offers of employment and tripartite agreements to the Offered Employees in accordance contemplated by the preceding sentences. Seller, the Company and their respective Subsidiaries make no representation or warranty with Applicable Law respect to, and shall not be responsible for, the acceptance rate of employment offers extended to become effective the Offered Employees. Those Offered Employees who accept employment from Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) pursuant to the offers of employment made pursuant to this Section 8.2(a) and commence employment with Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to (or such Offered Employees by Parent and/or its Affiliates on the later date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Leave Employees), together with all Automatic Transferred Employees, Purchaser will provide the material terms of such offers shall be referred to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a herein collectively as “Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its AffiliatesEmployees.”

Offered Employees. Within 10 Business Days of the date hereof, Purchaser will make offers of employment to the Offered Employees in accordance with Applicable Law and to become effective as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to such Offered Employees by Parent and/or its Affiliates on the date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Employees, Purchaser will provide the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates.. (e)