Common use of Additional Employee Provisions Clause in Contracts

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Employee at any time. A portion of any severance payments payable to any Provider Employee spending 50% or more of such person's time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation at the Corporation's request who separates from employment with the Provider during the Term will be allocated to the Corporation based on the percentage determined by dividing the total number of months that such person was a Provider Employee providing Services to the Corporation on a 50% or greater basis by the total number of months that such person was employed by the Provider or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's time devoted to providing Services to the Corporation, in each case with the percentage of such person's time devoted to providing Services to the Corporation determined for the one-year period (or such applicable shorter period of time if such Provider Employee was a Provider Employee for less than one year) immediately preceding the date of separation of employment (the "Look-Back Period"). The Corporation will not, during the Term, solicit any Provider Employee to become an employee of the Corporation without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Employee at any time. A portion of any severance payments payable to any Provider Employee spending 50% or more of such person's time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation Company at the CorporationCompany's request who separates from employment with the Provider during the Initial Term or any Renewal Term will be allocated to the Corporation Company based on the percentage determined by dividing the total number of months that such person was a Provider Employee providing Services to the Corporation Company on a 50% or greater basis by the total number of months that such person was employed by the Provider or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's time devoted to providing Services to the CorporationCompany, in each case with the percentage of such person's time devoted to providing Services to the Corporation Company determined for the one-year period (or such applicable shorter period of time if such Provider Employee was a Provider Employee for less than one year) immediately preceding the date of separation of employment (the "Look-Back Period"). The Corporation Company will not, during the Term, not solicit any Provider Employee to become an employee of the Corporation Company without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Employee at any time. A portion of any severance payments payable to any Provider Employee spending 50% or more of such person's ’s time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation Company at the Corporation's Company’s request who separates from employment with the Provider during the Initial Term or any Renewal Term will be allocated to the Corporation Company based on the percentage determined by dividing the total number of months that such person was a Provider Employee providing Services to the Corporation Company on a 50% or greater basis by the total number of months that such person was employed by the Provider or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's ’s time devoted to providing Services to the CorporationCompany, in each case with the percentage of such person's ’s time devoted to providing Services to the Corporation Company determined for the one-year period (or such applicable shorter period of time if such Provider Employee was a Provider Employee for less than one year) immediately preceding the date of separation of employment (the "“Look-Back Period"”). The Corporation Company will not, during the Term, not solicit any Provider Employee to become an employee of the Corporation Company without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Non-Exclusive Employee at any time. A portion of any severance payments payable to any Provider Non-Exclusive Employee spending 5075% or more of such person's time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation Company at the CorporationCompany's request who separates from employment with the Provider during the Term will be allocated to the Corporation Company based on the percentage determined by dividing the total number of months that such person was a Provider Non-Exclusive Employee providing Services to the Corporation on a 50% or greater basis Company by the total number of months that such person was employed by the Provider or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by and the percentage of such person's time devoted to providing Services to the CorporationCompany, in each case with the percentage of such person's time devoted to providing Services to the Corporation Company determined for the one-year period (or such applicable shorter period of time if such Provider Non-Exclusive Employee was a Provider Non-Exclusive Employee for less than one year) immediately preceding the date of separation of employment (the "Look-Back Period")employment. The Corporation Company will not, during the Term, not solicit any Provider Non-Exclusive Employee to become an employee of the Corporation Company without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Non-Exclusive Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Employee at any time. A portion of any severance payments payable to any Provider Employee spending 50% or more of such person's time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation at the Corporation's request who separates from employment with the Provider during the Term will be allocated to the Corporation based on the percentage determined by dividing the total number of months that such person was a Provider Employee providing Services to the Corporation on a 50% or greater basis by the total number of months that such person was employed by the Provider or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's time devoted to providing Services to the Corporation, in each case with the percentage of such person's time devoted to providing Services to the Corporation determined for the one-year period (or such applicable shorter period of time if such Provider Employee was a Provider Employee for less than one year) immediately preceding the date of separation of employment (the "Look-Back Period"). The Corporation will not, during the Term, solicit any Provider Employee to become an employee of the Corporation without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will ECC shall have the right to terminate the employment of any Provider Management Employee at any time. A portion of any severance payments payable to any Provider Management Employee spending 50% or more of such person's ’s time over the Look-Back Period (as defined below) in connection with providing Management Services to the Corporation Company at the Corporation's Company’s request who separates from employment service with the Provider ECC during the Initial Term will or any Renewal Term shall be allocated to the Corporation Company, as an additional Allocated Employee Expense with respect to the month of such separation from service, based on the percentage determined by dividing the total number of months that such person was a Provider Management Employee providing Management Services to the Corporation Company on a 50% or greater basis by the total number of months that such person was employed by the Provider ECC or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's ’s time devoted to providing Management Services to the CorporationCompany, in each case with the percentage of such person's ’s time devoted to providing Management Services to the Corporation Company determined for the one-year period (or such applicable shorter period of time if such Provider Management Employee was a Provider Management Employee for less than one year) immediately preceding the date of separation of employment service (the "Look-“Look Back Period"”). The Corporation will not, during the Term, Company shall not solicit any Provider Management Employee to become an employee of the Corporation Company without the prior consent of the ProviderECC, unless and until the Provider ECC terminates the employment of such Provider Management Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Employee at any time. A portion of any severance payments payable to any Provider Employee spending 50% or more of such person's time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation at the Corporation's request LMC who separates from employment with the Provider or LMC during the Term will be allocated to the Corporation LMC based on the percentage determined by dividing the total number of months that such person was a Provider Employee providing Services to the Corporation LMC on a 50% or greater basis by the total number of months that such person was employed by the Provider after the Split-Off Effective Date or by LMC (or its predecessors) prior to the Split-Off Effective Date, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's time devoted to providing Services to the Corporation, in each case with the percentage of such person's time devoted to providing Services to the Corporation determined LMC for the one12-year month period (or such applicable shorter period of time if such Provider Employee was a Provider Employee for less than one year) immediately preceding the date of separation termination of employment (the "Look-Back Period"). The Corporation LMC will be solely responsible for the payment of any severance payments payable to any LMC Employee that is not also a Provider Employee. LMC will not, during the Term, solicit any Provider Employee (that immediately after the Split-Off Effective Date is not also an officer or employee of LMC) to become an employee of the Corporation LMC without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.

Additional Employee Provisions. The Provider will have the right to terminate the employment of any Provider Employee at any time. A portion of any severance payments payable to any Provider Employee spending 50% or more of such person's time over the Look-Back Period (as defined below) in connection with providing Services to the Corporation at the Corporation's request who separates from employment with the Provider during the Term will be allocated to the Corporation based on the percentage determined by dividing the total number of months that such person was a Provider Employee providing Services to the Corporation on a 50% or greater basis by the total number of months that such person was employed by the Provider or its predecessors, in each case to the extent taken into account for purposes of determining any severance payments payable to such person, or such other basis upon which the amount of the severance payments payable to such person may be determined, multiplied by the percentage of such person's time devoted to providing Services to the Corporation, in each case with the percentage of such person's time devoted to providing Services to the Corporation determined for the one-year period (or such applicable shorter period of time if such Provider Employee was a Provider Employee for less than one year) immediately preceding the date of separation of employment (the "Look-Back Period"). The Corporation will not, during the Term, solicit any Provider Employee to become an employee of the Corporation without the prior consent of the Provider, unless and until the Provider terminates the employment of such Provider Employee. The Provider and the Corporation agree that no Provider Employee will spend more than 50% or more of such person's time during 2009 in connection with providing Services to the Corporation and therefore the provisions of this Section 4.3 shall be inapplicable in 2009, and thereafter unless agreed to by the Provider, the Corporation and, to the extent the Merger Agreement is then in effect, DIRECTV.ARTICLE V