Pursuant to Article L. 1224-1 of the French Labor Code, the employment contracts of the employees of the Contributing Company will be automatically transferred to the Beneficiary Company on the Completion Date, along with all the individual rights accrued under such contracts. The Beneficiary Company will be solely liable for the payment of all the sums due in relation with the transferred employees, pursuant to applicable legal, conventional and/or contractual provisions, even if they relate to a period prior to the Completion Date. In addition, as of the Contribution Date, the Beneficiary Company will be liable for the payment of all the social security contributions, all pension contributions or other contributions to be paid to any other organization due under the transferred employment contracts. As indicated in Article 2.1.2 above, all the obligations attached to Essilor’s stock options and free share plans are excluded from the Contribution and will be retained by the Contributing Company (it being specified that Essilor’s group subsidiaries’ (including Delamare Sovra) are re-invoiced for their own employees). The Beneficiary Company will be substituted for the Contributing Company for purposes of the application of provisions relating to employee profit sharing, the incentive plan dated June 21, 2016 and the management of the corresponding rights, in particular those invested in the company savings plan, in accordance with applicable law and the relevant agreement relating to profit-sharing and incentive and company savings plans.
Pursuant to Article L. 541-10 III of the French Environmental Code, in the event the Member changes the approved Producers Responsibility Organisation, the “share of the Member’s contributions that has not been used”, where it exists, and which must be transferred, shall be determined on the basis of calculation rules that will be communicated to the Member as soon as possible following the signing of this agreement. In any event, these rules shall be communicated to the Ministries signing the SCRELEC Approval order and to the stakeholders representing the interests of the producers to whom this Agreement is offered. At a minimum, “contribution that has been used” means - any sums committed or provisioned by SCRELEC for the performance of its tasks under the agreement, - The sums used to create the financial capacity necessary for the approval of SCRELEC, The transfer of the “Member’s contributions that has not been used” cannot take place before the end of the financial year in which the Member changes Producers Responsibility Organisation.
Pursuant to Article L. 236-9 paragraph 5 of the French Commercial Code, the board of directors of Pixium and the board of directors of Second Sight shall respectively inform the shareholders of these companies, of any material change in the assets contributed or the liabilities assumed between the date hereof and the date of approval of the Contribution by the shareholders. Exhibit 10.1
Pursuant to Article L. 511-33 of the French Monetary and Financial Code, the Service Provider shall be bound by professional secrecy obligations. However, this obligation may be lifted in accordance with the law following a request from a regulator, the Inland Revenue, the customs authorities or an enforceable legal deed in the context of criminal proceedings. By way of exception to banking secrecy obligations, the Client hereby authorizes the Service Provider to disclose any useful information about it to any person whose intervention is necessary for the performance of one of its assignments
Pursuant to Article L. 236-4-2 of the French Commercial Code, this Merger will be effective retroactively as of January 1, 2008, for accounting and tax purposes.
