Transfer and Certain Terms and Conditions of Employment. The Buyer (or, subject to Section 13.8, an Affiliate of the Buyer) shall offer or provide employment to each U.S. Employee who remains employed by the Company or a Subsidiary at the Initial Closing Date, and at the Initial Closing Canada Newco shall continue the employment of each Transferred Canadian Employee who remains employed by Canada Newco at such time, in each case, with substantially comparable terms and conditions of employment, including the same rate of base salary, wages or other base compensation, the same target bonus opportunity and substantially comparable aggregate employee benefits to those in effect for each employee immediately prior to the Initial Closing Date (other than with regard to equity, retiree medical or defined benefit pension plan benefits for U.S. Employees or retiree medical or defined benefit pension plan benefits for Canadian Employees). In the case of each Employee listed on Schedule 6.1(a) (the “Specified Employees”), the offer, provision or continuation of employment by the Buyer or its Affiliate must meet the criteria of Substantially Equivalent Employment. Any offers or provision of employment to the U.S. Employees shall provide for employment commencing as of February 9, 2013 or such later date as the parties shall agree if the Initial Closing does not occur on or prior to February 8, 2013 (such commencement date, the “US Employment Commencement Date”), except (i) as provided in Section 6.3 with respect to a U.S. Employee who is a Sponsored Employee whose visa or work permit lawfully cannot be transferred or granted to the Buyer or its Affiliate as of the US Employment Commencement Date, (ii) with respect to offers or provision of employment to the U.S. Employees identified on Exhibit A (the “Identified Employees”) to the Employee Lease Agreement to be entered into by the parties on the Initial Closing Date (the “U.S. Employee Lease Agreement”), which shall provide for employment commencing as of the Initial Closing Date, or (iii) with respect to any offers or provision of employment to any U.S. Employee on an approved short or long term disability or workers’ compensation leave of absence as of the US Employment Commencement Date (each, a “U.S. Leave Employee”), which shall provide for employment commencing as of the date that such U.S. Leave Employee returns to active employment; provided that such U.S. Leave Employee returns to active employment
