Common use of Business Employees Clause in Contracts

Business Employees. Within a reasonable period of time, but no less than thirty (30) days prior to the expected Closing Date or Deferred Closing Date, as applicable, Purchaser or its Affiliates, as applicable, shall offer employment on behalf of a Miraclon Entity to each Business Employee (other than any Automatic Transfer Employee or any Acquired Employee). Such offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Business Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, shall be transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”); provided, however, that any Business Employee (other than any Acquired Employee or any Automatic Transfer Employee) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under the terms of any Business Benefit Plan or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date, to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount of time.

Business Employees. Within a reasonable period (a) As of time, but no less than thirty (30) days prior to the expected Closing Date or Deferred Closing Date, as applicablenotwithstanding the terms of the Confidentiality Agreement, Purchaser or its Affiliates, as applicable, shall offer employment on behalf of a Miraclon Entity Buyer intends to each Business Employee (other than any Automatic Transfer Employee or any Acquired Employee). Such offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Business Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such make offers of employment to the Business Employees listed on Schedule 5.4(a) (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 5.4(a) required to be disclosed by applicable Law of the jurisdiction in which the Business Employee is located in connection with the sale of the Purchased Business. Without limiting the foregoing, each Party shall comply with all applicable Law and Laws in connection with the transfer of the Business Employees to ensure that such offers of employment do not trigger any severanceBuyer or a Buyer Designee, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters including with respect to the Employment Termsnotice, consultation and other procedural requirements. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaseraccept Buyer’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicableeffective date of their employment with Buyer, shall be transferred referred to Purchaser as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law. (or one of its Affiliatesb) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing Buyer or the Deferred Closing applicable Buyer Designee will comply with applicable Law regarding terms of employment of Transferred Employees. Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees employee benefits that, in the aggregate, are no less favorable than those provided to similarly situated employees of Buyer or the applicable Buyer Designee, provided, that Buyer shall have no obligation to provide compensation in the form of equity incentives to the Transferred Employees and provided further that prior service with NMS shall be included as service with Buyer or Buyer Designee for such employee benefits. For sake of clarification, except where required by applicable Law and subject to appropriate arrangements between Buyer and Seller with respect to the liabilities associated with respect to such plans, including the transfer of any funds associated therewith, Buyer is not assuming any Pension Plan liabilities or offering any Pension Plan benefits. (each of c) Seller shall terminate the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law Transferred Employees immediately before and as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”)Date; provided, however, that any Business Employee the employment of the Transferred Employees listed on Schedule 5.4 (other than any Acquired Employee or any Automatic Transfer Employeea) on an approved leave of absence or short- or long-term disability who reside in Canada shall not be terminated by Seller but shall be transferred to Buyer effective as of Closing or the Deferred Closing. (d) Buyer agrees that its and its Affiliate’s health and Welfare Plans shall waive, to the extent applicablepermitted by such plans, any pre-existing condition exclusion (to the extent such exclusion was waived under applicable health and Welfare Plans offered to the Transferred Employees by Seller or a Subsidiary) and any proof of insurability. Seller or the applicable Subsidiary shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted remain responsible for any benefits payable under the terms of any Business a Benefit Plan with respect to claims incurred by Business Employees prior to or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date Date. (e) The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) as a result of the transactions contemplated by this Agreement. Seller will be responsible for providing any notification that may be required under the WARN Act with respect to any of its employees and for satisfying any liability arising under the WARN Act as a result of the consummation of the transactions contemplated hereby. Buyer will be responsible for providing any notification that may be required under the WARN Act with respect to any Transferred Employees terminated after the Closing Date. (f) Nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause, or to assume any collective bargaining agreements under this Agreement. (g) This Section 5.4 specifies the Deferred full extent of Buyer’s obligation with respect to the Transferred Employees after the Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date, to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount of timeexcept as may be required by applicable Law.

Business Employees. Within a reasonable period of time, but no less than thirty (30a) days prior Seller shall provide Buyer with an update to Schedule 3.7 (a) on the expected Closing Date or Deferred second Business Day next preceding the Closing Date, as applicable, Purchaser or its Affiliates, as applicable, shall offer employment on behalf of a Miraclon Entity to each Business Employee (other than any Automatic Transfer Employee or any Acquired Employee). Such All offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Business Employee immediately prior made by Buyer to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, shall be transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”); provided, however, that any Business Employee (other than DAS Principals and DAS Professionals who are Business Employees) shall provide for compensation, health, welfare and retirement benefits and severance benefits to the Business Employee, that are, on an aggregate basis, substantially equivalent to those enjoyed by similarly situated employees of Buyer and its Affiliates as of the date of this Agreement. The terms of all offers of employment to DAS Principals and DAS Professionals who are Business Employees shall be reflected in the Principal Employment Agreements. All Business Employees who accept offers of employment with Buyer are referred to herein as "Transferred Employees." (b) Neither Buyer nor any Acquired of its Affiliates shall adopt, become a sponsoring employer of, or have any obligations under or with respect to the Benefit Plans, and Seller shall be responsible for any and all liabilities which have arisen or may arise under or in connection with any Benefit Plan. Seller shall be responsible for any and all liabilities relating to or arising out of the employment of any Transferred Employee by Seller before the date he or she actually becomes a Transferred Employee (the "Transfer Date"). (c) Seller agrees to release all Transferred Employees from any covenants (pursuant to any Benefit Plan, Employment Agreement, or otherwise) that would reasonably be expected to, at any time after the Closing Date, limit the ability of such Transferred Employee to compete with Seller or to solicit clients of Seller, or any Automatic Transfer Employee) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, other covenants (pursuant to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under the terms of any Business Benefit Plan or applicable Law (such date, otherwise) that would in any way restrict the “Delayed Transfer Date”). During business activities of a Transferred Employee on behalf of the period commencing on the Closing Date or the Deferred Closing Date, Buyer with respect to the extent applicable, and ending on the first anniversary any business in which Buyer is engaged as of the Closing Date Date. (d) Nothing contained in this Agreement shall restrict the ability of Buyer and its Affiliates to terminate the employment of any Transferred Employee for any reason at any time after the effective date of his or her employment with Buyer and its Affiliates. Moreover, provided Buyer otherwise is in compliance with the Deferred Closing Dateterms hereof, to the extent applicable, Purchaser nothing contained in this Agreement shall or shall cause require Buyer and its Affiliates to maintain any specific Benefit Plan or other compensation or employee benefit plan, program, policy or practice following the Employment Terms Closing Date. (e) Seller shall be responsible for each Purchaser Employee during their employment with Purchaser providing any notices required by the Worker Adjustment and Retraining Notification Act ("WARN Act") or any of its Affiliates. Notwithstanding similar state, local or foreign law for any event that occurs before the foregoingClosing Date with respect to a Business Employee (including a Transferred Employee), nothing herein will, and Buyer shall be responsible for providing any such notices for any event that occurs on or after the Closing Date or the Deferred Closing Date, with respect to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment Business Employees. Seller shall indemnify and hold harmless Buyer for any amount of timeliability arising from Seller's failure to comply with the preceding sentence, and Buyer shall indemnify and hold harmless Seller for any liability arising from Buyer's failure to comply with the preceding sentence.

Business Employees. Within Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a reasonable period result of timethe rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), but no less (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days prior to of the expected Closing Date or Deferred Closing Date, as applicable, Purchaser or its Affiliates, as applicable, shall offer employment on behalf of a Miraclon Entity to each . Any Business Employee (other than any Automatic Transfer Employee or any Acquired Employee). Such offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Business Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the who accepts Buyer’s offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, Agreement shall be transferred a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or terminate the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”); provided, however, that any Business Employee (other than any Acquired Employee or any Automatic Transfer Employee) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under the terms of any Business Benefit Plan or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Transferred Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date. Any reimbursement of severance obligations by Buyer to Seller, to the extent applicableas set forth above, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount shall occur within ten (10) days of timea reimbursement request from Seller.

Business Employees. Within (i) Buyer or an Affiliate of Buyer shall offer employment to all Business Employees, other than the Excluded Business Employees, effective upon the expiration of such Business Employee’s Employee Leasing Period (the “Employment Commencement Date”) on terms described in Section 6(g)(iii) below, and on the condition that such Business Employees (A) accept the employment offer in a timely fashion, and (B) meet Buyer’s reasonable period employment requirements with respect to satisfactory results of timebackground checks, drug tests, immigration verification and similar requirements (the “Buyer Employment Requirements”). A Business Employee who chooses to accept such offer of employment must respond in writing to Buyer’s offer within seven (7) Business Days after receipt of the offer. Buyer shall be under no obligation to employ any Business Employee who fails to accept Buyer’s offer of employment in a timely fashion or who fails to meet the Buyer Employment Requirements. Sellers shall use their best efforts to assist Buyer in its efforts to make offers of employment and to hire the employees receiving such offers under this Section 6(g)(i) and Sellers will not take, and will cause each of their Affiliates not to take, any action which would impede, hinder, interfere or otherwise compete with such efforts. Buyer shall determine whether to offer employment to any independent contractor who is a Business Employee and the terms of such offer. (ii) Buyer or an Affiliate of Buyer shall employ any Business Employee (other than an independent contractor) who (A) accepts the offer of employment in a timely fashion, and (B) meets the Buyer Employment Requirements (hereinafter a “Transferred Employee”). Transferred Employees shall become employees of Buyer or one of its Affiliates upon the Employment Commencement Date. A Business Employee who meets conditions (A) and (B) above but no less than is on an approved leave of absence for any reason or on short-term or long-term disability on the Employment Commencement Date shall become an employee of Buyer or one of its Affiliates (and a Transferred Employee) only upon his or her return from such leave of absence or following such short-term or long-term disability and only if such Business Employee applies for employment with Buyer within ninety (90) days after the Employment Commencement Date. Complete copies of the personnel files of Transferred Employees shall be transferred to Buyer on or prior to thirty (30) days prior to after the expected later of the Closing Date or Deferred Closing Datethe Transferred Employee’s date of hire, as applicableincluding all performance reviews.. (iii) For the period beginning on the Employment Commencement Date and ending on the twelve (12)-month anniversary of the Closing, Purchaser or its Affiliates, as applicable, Buyer shall offer employment on behalf of a Miraclon Entity to each Business Employee ensure that (other than any Automatic Transfer Employee or any Acquired Employee). Such offers of employment shall include for A) the Business Employees: (i) a base wage or base salary level and annual target cash incentive bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect opportunity for each such Business a Transferred Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similaris, in the aggregate, including severance benefits but only at least substantially comparable to the extent that the relevant Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity Transferred Employee’s base salary and annual incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, opportunity as of the Closing or date of this Agreement and (B) the Deferred Closingemployee benefits (including severance benefits, but excluding any equity-based compensation) enjoyed by Transferred Employees are, in the aggregate, at least substantially comparable to the extent applicable, shall be transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept those enjoyed by such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law Transferred Employees as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as date of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”)this Agreement; provided, however, that any a change in benefits by Sellers during the Employee Leasing Period shall not constitute a breach by Buyer of this Section 6(g). Buyer shall give each Business Employee (other than any Acquired Employee or any Automatic Transfer Employee) on an approved leave credit for purposes of absence or short- or long-term disability as of Closing or the Deferred Closingparticipation and vesting, to the extent applicablebut not benefit accrual, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under and in accordance with the terms of Buyer’s employee benefit plans for years served with any Target or their Affiliates prior to the Closing Date; provided that no such service credit shall be recognized for purposes of pension and retiree health benefits or in a manner that would result in a duplication of benefits. Within thirty (30) days after the Employment Commencement Date, Sellers shall provide to Buyer accurate information about each Transferred Employee’s service with the Targets and their Affiliates. (iv) The Excluded Business Employees, any Business Benefit Plan Employees who do not become Transferred Employees and all current and former employees, independent contractors and directors of the Targets, Sellers or applicable Law (such datetheir Affiliates, other than the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicableBusiness Employees, and ending on any liabilities associated with such Persons, shall remain the first anniversary sole responsibility of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its AffiliatesSellers. Notwithstanding the foregoing, nothing herein willneither Sellers nor their Affiliates shall pay any severance benefits or make any similar payments to any Business Employee who does not accept an offer from Buyer or an Affiliate of Buyer pursuant to Section 6(g)(i). (v) As of the Closing, the Targets shall terminate their participation in each Affiliate Benefit Plan, and in no event shall any Transferred Employee be entitled to accrue any benefits under any such Affiliate Benefit Plan with respect to services rendered or compensation paid on or after the Closing Transferred Employee’s Employment Commencement Date. Sellers and their Affiliates shall retain all rights, obligations and liabilities under each Affiliate Benefit Plan, and neither Buyer nor the Targets shall assume any of such rights, obligations or liabilities. Except as expressly provided in the Employee Lease Agreement, Sellers and their Affiliates shall retain or assume all obligations and liabilities with respect to employees whose employment with Sellers, Targets or any of their Affiliates has terminated at or prior to the final Employment Commencement Date, including without limitation any severance or retiree health benefits. As soon as practicable after the date on which a Transferred Employee terminates employment with a Seller or an Affiliate of Seller, such Seller or Affiliate shall pay to such Transferred Employee any unused vacation or paid time off in accordance with Sellers’ vacation or paid time off policy and applicable Law. (vi) Except as expressly provided in the Employee Lease Agreement, Sellers and their Affiliates shall retain all liabilities and obligations for, and the responsibility for payment of, all covered medical, dental, life insurance, salary continuation, severance, disability and other welfare claims or expenses arising with respect to each Transferred Employee from events occurring at or prior to such Transferred Employee’s Employment Commencement Date, and neither Buyer nor any of the Targets shall assume or be responsible for any liability or obligation with respect to such claims or expenses. For purposes of this Section, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability begins; in the case of a hospital stay, when the employee or covered dependent first enters the hospital, and in the case of severance, when the employee is notified of his or her termination of employment. (vii) Sellers and their Affiliates shall be responsible for providing the continuation of group health coverage required by COBRA to any current or former employees of the Targets whose “qualifying event,” within the meaning of Code §4980B(f), occurred at or prior to the Employment Commencement Date (and such former employees’ “qualified beneficiaries,” within the meaning of Code §4980B(f)), subject to Buyer’s reimbursement obligations under the Employee Lease Agreement. (viii) Except as expressly provided in the Employee Lease Agreement, Sellers and their Affiliates shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims of any current or former employee of the Targets or their Affiliates incurred prior to the Employment Commencement Date. (ix) Nothing herein is intended to limit the right of Buyer or the Deferred Closing DateTargets (A) to terminate the employment or service of any employee or independent contractor at any time, (B) to change or modify any incentive compensation or employee benefit plan or arrangement at any time and in any manner, or (C) to change or modify the terms or conditions of employment or service for any of their employees or independent contractors. Nothing in this Agreement shall be construed (I) to confer on any Person (including but not limited to Business Employees and current and former employees and independent contractors of Sellers, the Targets or their Affiliates), other than the Parties, their successors and permitted assigns, any benefit under or right to enforce the provisions of this Section 6(g), (II) to cause any Person (including Business Employees and current and former employees and independent contractors of Sellers, Targets or their Affiliates) to be a third-party beneficiary of this Agreement, or (III) as an amendment or waiver of any Employee Benefit Plan. (x) Neither Sellers nor any of their Affiliates shall make any written or oral communications, other than in the ordinary course of Seller’s business, to any Business Employees pertaining to compensation or benefit matters relating to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount period of timetime after the Employment Commencement Date without the prior written consent of Buyer.

Business Employees. Within a reasonable period of time, but no less than thirty (30a) days prior Prior to the expected Closing Date or Deferred Closing Date, as applicableBuyer shall make (and not rescind or adversely modify) offers of employment, Purchaser contingent upon the Closing, to the Business Employees set forth on Schedule 4.4 (including those absent due to vacation, holiday, illness or its Affiliates, as applicable, shall offer employment approved leave of absence under Seller leave policies but excluding any Business Employees on behalf of a Miraclon Entity to each Business Employee (other than any Automatic Transfer Employee or any Acquired Employeelong-term disability). Such offers of employment shall include for will be substantially in the Business Employees: (i) a base wage or base salary level form provided to Seller prior to the Closing Date. Prior to the Closing, Buyer and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such its Subsidiaries will be permitted to approach any Business Employee immediately prior about the terms and conditions of such offer, upon advance notification to Closing or the Deferred Closing, Seller and with Seller’s consent in writing thereto (which consent will not unreasonably be withheld). All offers of employment to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant each Business Employee has not received or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by shall comply with applicable Law. Effective as of the day after the Closing Date (the “Start Date”), to those provided Buyer or one of its Subsidiaries shall hire and employ each Business Employee who accepts the offer of employment extended to such Business Employee immediately pursuant to this Section 4.4(a). Business Employees who, on or prior to the Closing Date, accept Buyer’s offer of employment are referred to as “Transferred Employees.” Each Transferred Employee’s employment with Buyer will be effective as of the Start Date, except that the employment of individuals on approved short-term leave of absence on the Start Date will become effective as of the date after the Closing Date they present themselves for work with Buyer if such date occurs within six months following the Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless at such later date as may be required by applicable Law or discretionary bonus plans permitted under the offer. (b) Seller and Buyer intend that the Transactions will not constitute a severance of employment of any Transferred Employee prior to or on Closing, or thereafter in connection with the Start Date, and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. The Parties agree to cooperate in good faith to determine whether any notification may be required under the WARN Act or any equivalent state or local Laws (collectively, “WARN”) as a result of the “Employment Terms”)Transactions. The Parties shall exercise commercially reasonable efforts to structure such offers Buyer will indemnify and hold Seller harmless from any Liabilities that arise under WARN as a result of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination Buyer’s actions or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters omissions with respect to the Employment Terms. Business Transferred Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (on or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of after the Closing or the Deferred Closing, Date. Seller will indemnify and hold Buyer harmless from any Liabilities that arise under WARN with respect to the extent applicable, shall be transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Employee whose employment transfers to Purchaser or its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”); provided, however, that any Business Employee whose service is terminated or as to whom notice of termination is provided prior to the Closing Date. (other than c) Nothing contained in this Section 4.4, whether express or implied, will be construed to (i) confer upon any Acquired Employee Person any rights to employment or continued employment or any Automatic Transfer Employeeterm or condition of employment for any period with Seller or Buyer, (ii) on an approved leave establish, amend or modify any Seller Benefit Plan, (iii) limit the ability of absence Seller, Buyer or short- any of their respective Affiliates to amend, modify or long-term disability as terminate any benefit or compensation plan, program, agreement, contract or arrangement at any time assumed, sponsored, maintained or contributed to by any of Closing or the Deferred Closing, to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates)them, or (Biv) the date permitted under the terms confer upon any Person who is not a Party, including any Business Employee, any rights or remedies of any Business Benefit Plan nature whatsoever (including any third-party beneficiary rights under this Agreement) under or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary by reason of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date, to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount of timethis Section 4.4.

Business Employees. Within a reasonable period of time, but no less than thirty (30i) days Seller shall (or shall cause its applicable Affiliates to) transfer at or prior to the expected Closing Date the employment of each employee who is not a Business Employee and who is employed by NLC or Deferred its Subsidiaries from NLC or such Subsidiary to Seller or any of its Affiliates (other than NLC or any of its Subsidiaries), as designated by Seller, each of which is listed on Section 1(b) of the Seller Disclosure Letter. Any Business Employee who is an employee of NLC or any of its Subsidiaries as of the Closing after giving effect to the transfers contemplated by this Section 6(e)(i) shall be referred to as a “Transferred Business Employee.” (ii) For a period of at least 12 months following the Closing Date, as applicable, Purchaser or its Affiliates, as applicable, Buyer shall offer employment on behalf of a Miraclon Entity to provide each Transferred Business Employee (other than any Automatic Transfer Employee or any Acquired Employee). Such offers of employment shall include for the Business Employees: (iA) a base wage rate or base salary level and annual target cash bonus that is no less favorable than such rate or level in effect for such Transferred Business Employee immediately prior to the Closing, (including variables and other incentivesB) or sales and commission opportunities, as applicable, incentive compensation opportunities for such Transferred Business Employee that are no less favorable than those in effect for each such Business Employee immediately prior to Closing or the Deferred Closing, to the extent applicable; and (iiC) employee benefits that are substantially similarthe same or equivalent to the employee benefits offered to Buyer’s then-existing employees immediately prior to the Closing. As of and after the Closing, in Buyer shall provide to each Transferred Business Employee full service credit for all purposes under any NLC Benefit Plan and each other employee benefit plan, policy or arrangement of Buyer or any of its Affiliates for such Transferred Business Employee’s service prior to the aggregateClosing with Seller or any of its Affiliates, including severance benefits but only to the same extent such service is recognized by Seller and its Affiliates immediately prior to the Closing; provided, that such service shall not be credited to the extent that the relevant it would result in a duplication of benefits. (iii) Buyer shall cause each Transferred Business Employee has and his or her eligible dependents to be covered on and after the Closing by a group health plan or plans maintained by Buyer or any of its Affiliates that does not received limit or become entitled to receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to exclude coverage on the basis of any preexisting condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the applicable group health Employee Benefit Plan in which such Transferred Business Employee participated immediately prior to Closing the Closing) or on the Deferred basis of any other eligibility exclusion or waiting period not in effect under the applicable group health Employee Benefit Plan in which such Transferred Business Employee participated immediately prior to the Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans . (collectively, the “Employment Terms”). The Parties iv) Buyer shall exercise make commercially reasonable efforts to structure provide each Transferred Business Employee full credit under Buyer’s or such offers of employment to comply with Affiliate’s group health plans for the year in which the Closing Date occurs for any deductible or co-payment already incurred by the Transferred Business Employee under the applicable Law and to ensure that group health Employee Benefit Plan in which such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect Transferred Business Employee participated immediately prior to the Employment Terms. Business Employees who receive offers Closing and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each applicable group health Employee Benefit Plan in which such Transferred Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of participated immediately prior to the Closing or the Deferred Closing, Buyer’s or such Affiliate’s group health plans. (v) With respect to the extent applicable, shall be transferred to Purchaser (or one of its Affiliates) and Purchaser (or one of its Affiliates) shall accept such transfer automatically and effective at Closing or the Deferred Closing (each of the foregoing, together with any Automatic Transfer Transferred Business Employee whose employment transfers to Purchaser or its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicable, and any Acquired Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively shall be the “Purchaser Employees”); provided, however, that any Business Employee (other than any Acquired Employee or any Automatic Transfer Employee) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under the terms of any Business Benefit Plan or applicable Law (such date, the “Delayed Transfer Date”). During is terminated during the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date Date, Buyer shall provide such Transferred Business Employee with severance benefits equal in value to the greater of (A) those that such Transferred Business Employee would receive under the applicable severance policy, program or arrangement of Buyer or its Affiliates, and (B) those that such Transferred Business Employee would have received under the Deferred applicable severance policy, program or arrangement of Seller or its Affiliates, in each case, taking into account such Transferred Business Employee’s service with Seller and its Affiliates prior to the Closing and with Buyer and its Affiliates on and after the Closing. (vi) From and after the Closing Date, Buyer shall assume all responsibility for, and shall indemnify and hold Seller and its Affiliates harmless in respect of all liabilities under, all NLC Benefit Plans. (vii) Buyer shall recognize and assume all liabilities with respect to accrued but unused vacation time for all Transferred Business Employees. Buyer shall allow Transferred Business Employees to use the vacation, sick leave and personal time recognized or established in accordance with the terms of Seller’s and its applicable Affiliates’ programs in effect immediately prior to the Closing Date (in addition to, and not in lieu of, any vacation accrued under the applicable vacation plans or policies of Buyer or its Affiliates on or following the Closing). (viii) Effective at the Closing, Buyer shall establish participation by the Transferred Business Employees in Buyer’s tax-qualified defined contribution plan or plans with a cash or deferred feature (the “Buyer 401(k) Plan”) for the benefit of each Transferred Business Employee who, as of immediately prior to the Closing, was eligible to participate in a tax-qualified defined contribution plan maintained by Seller or its Affiliates (collectively, the “Seller 401(k) Plans”). As soon as practicable after the Closing Date, the Seller 401(k) Plans shall, to the extent applicablepermitted by Section 401(k)(10) of the Code, Purchaser make distributions (including loans) available to Transferred Business Employees, and the Buyer 401(k) Plan shall accept any such distribution (including loans) as a rollover contribution if so directed by the applicable Transferred Business Employee. (ix) Without limiting the generality of Section 11(b), the provisions of this Section 6(e) are solely for the benefit of the parties to this Agreement and neither RIH nor any current or former employee, director or independent contractor or any other individual associated therewith shall cause be regarded for any purpose as a third-party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Employee Benefit Plan for any purpose. (x) With respect to each Transferred Business Employee whose employment is transferred from Buyer and its Affiliates to maintain RIH and its Affiliates in connection with the Employment Terms for Carrier Entities Transaction (each Purchaser such Transferred Business Employee, a “Divested Business Employee”), Buyer shall ensure that RIH provides each such Divested Business Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date, substantially similar compensation and benefits to those to be provided by Buyer to the extent applicableTransferred Business Employees pursuant to this Section 6(e). (xi) Notwithstanding anything to the contrary in this Section 6(e), impose on Purchaser Buyer shall not be restricted from transferring any obligation Transferred Business Employee to retain any Purchaser Employees Affiliate of Buyer, RIH or NLC following Closing, including in its employment for any amount of timeconnection with the Carrier Entities Transaction.

Business Employees. Within a reasonable period Buyer shall (or will cause one of time, but no less than thirty (30its Subsidiaries to) days on or prior to the expected Closing Date or Deferred Closing Date, as applicable, Purchaser or its Affiliates, as applicable, shall make an offer of employment on behalf of a Miraclon Entity to each Business Employee, in both cases on the terms set forth in this Section 8.01. Buyer shall use reasonable best efforts to endeavor to offer to the Transferred Employees (U.S.), who become employees of the Buyer (or an Affiliate thereof), welfare benefits substantially similar to the welfare benefits theretofore afforded to such employees by Sellers immediately prior to the Closing. For the avoidance of doubt, current Business Employees include any Business Employee who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave (but not short-term disability or long-term disability), worker’s compensation or leave of absence (other than a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan) and any Automatic Transfer Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law (such as, without limitation, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act and any Acquired EmployeeApplicable Law that requires employers to permit the return of their employees following a leave of absence (e.g., maternity leave)). Such offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Any U.S. Business Employee who is, immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to absent from work on account of short-term disability shall receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers an offer of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, shall be transferred to Purchaser from Buyer (or one of its AffiliatesSubsidiaries) on the terms set forth in this Section 8.01 when he or she is able and Purchaser willing to return to active employment; provided that such individual so returns within six months following the Closing Date (in this regard, Buyer or one such Subsidiary shall make any reasonable accommodation required under Applicable Law to accommodate the disability that resulted in such individual being on such short-term disability). In addition, Buyer may, at its sole discretion, make offers of its Affiliatesemployment to the Additional Employees. Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee or an Additional Employee who continues employment or who has received an offer shall be deemed to have accepted such continuance or offer, unless such Business Employee or Additional Employee, as the case may be, specifically declines such continuance or offer. Business Employees or Additional Employees (including in each case any Business Employees or Additional Employees returning from short-term disability) shall who accept such transfer automatically offer of employment shall collectively be the “Transferred Employees”. Transferred Employees who are based primarily in the United States shall collectively be the “Transferred Employees (U.S.)”. Buyer agrees to work with CellStar to develop an employee retention plan for all Transferred Employees; as contemplated by Section 9.02(n), the Sellers shall be responsible for, and effective at Closing or the Deferred Closing (each of the foregoingshall pay, all amounts payable under a mutually agreed-upon plan, together with all costs and expenses associated therewith. Buyer and CellStar agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for Transferred Employees (U.S.). Buyer and Sellers agree that the total Liabilities for any Automatic Transfer Employee whose and all payments required by the various employment transfers agreements, change of control agreements, indemnity agreements and any other similar agreements, with respect to Purchaser any retention or performance-based bonus or other compensation arrangement, by and between CellStar, its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicableAffiliates and Subsidiaries, and any Acquired the officers, directors and employees thereof, including the Transferred Employees (“Employee as of the Closing or the Deferred Closing, to the extent applicable, collectively Liabilities”) shall be allocated as follows: (i) CellStar shall be responsible for the “Purchaser Employees”); provided, however, that any Business Employee (other than any Acquired Employee or any Automatic Transfer Employee) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under the terms of any Business Benefit Plan or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date, to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount of timesuch Employee Liabilities as set forth on Schedule 8.01(i) annexed hereto and (ii) Buyer shall be responsible for the amount of such Employee Liabilities as set forth on Schedule 8.01(ii) annexed hereto.

Business Employees. Within a reasonable period Buyer shall (or will cause one of time, but no less than thirty (30its Subsidiaries to) days on or prior to the expected Closing Date or Deferred Closing Date, as applicable, Purchaser or its Affiliates, as applicable, shall make an offer of employment on behalf of a Miraclon Entity to each Business Employee, in both cases on the terms set forth in this Section 8.01. Buyer shall use reasonable best efforts to endeavor to offer to the Transferred Employees (U.S.), who become employees of the Buyer (or an Affiliate thereof), welfare benefits substantially similar to the welfare benefits theretofore afforded to such employees by Sellers immediately prior to the Closing. For the avoidance of doubt, current Business Employees include any Business Employee who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave (but not short-term disability or long-term disability), worker's compensation or leave of absence (other than a leave of absence resulting from a reduction in force or a "bridging" of age and/or service credit for purposes of an Employee Plan) and any Automatic Transfer Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law (such as, without limitation, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act and any Acquired EmployeeApplicable Law that requires employers to permit the return of their employees following a leave of absence (e.g., maternity leave)). Such offers of employment shall include for the Business Employees: (i) a base wage or base salary level and annual target cash bonus (including variables and other incentives) or sales and commission opportunities, as applicable, that are no less favorable than those in effect for each such Any U.S. Business Employee who is, immediately prior to Closing or the Deferred Closing, to the extent applicable; and (ii) employee benefits that are substantially similar, in the aggregate, including severance benefits but only to the extent that the relevant Business Employee has not received or become entitled to absent from work on account of short-term disability shall receive a severance payment from Seller (or its Affiliates) upon or prior to Closing or otherwise upon termination from service from Seller (or its Affiliates) unless otherwise required by applicable Law, to those provided to such Business Employee immediately prior to Closing or the Deferred Closing, excluding any equity incentive plans or similar plans or arrangements or any defined benefit pension plans unless required by applicable Law or discretionary bonus plans (collectively, the “Employment Terms”). The Parties shall exercise commercially reasonable efforts to structure such offers an offer of employment to comply with applicable Law and to ensure that such offers of employment do not trigger any severance, termination or similar payments, rights and/or benefits. Seller shall be permitted to review the offer letters with respect to the Employment Terms. Business Employees who receive offers of employment pursuant to this section shall have at least fifteen (15) Business Days following the receipt of Purchaser’s (or its Affiliate’s) offer to accept or reject the offer. Each Business Employee who has accepted Purchaser’s (or its Affiliate’s) offer of employment, as of the Closing or the Deferred Closing, to the extent applicable, shall be transferred to Purchaser from Buyer (or one of its AffiliatesSubsidiaries) on the terms set forth in this Section 8.01 when he or she is able and Purchaser willing to return to active employment; provided that such individual so returns within six months following the Closing Date (in this regard, Buyer or one such Subsidiary shall make any reasonable accommodation required under Applicable Law to accommodate the disability that resulted in such individual being on such short-term disability). In addition, Buyer may, at its sole discretion, make offers of its Affiliatesemployment to the Additional Employees. Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee or an Additional Employee who continues employment or who has received an offer shall be deemed to have accepted such continuance or offer, unless such Business Employee or Additional Employee, as the case may be, specifically declines such continuance or offer. Business Employees or Additional Employees (including in each case any Business Employees or Additional Employees returning from short-term disability) shall who accept such transfer automatically offer of employment shall collectively be the "TRANSFERRED EMPLOYEES". Transferred Employees who are based primarily in the United States shall collectively be the "TRANSFERRED EMPLOYEES (U.S.)". Buyer agrees to work with CellStar to develop an employee retention plan for all Transferred Employees; as contemplated by Section 9.02(n), the Sellers shall be responsible for, and effective at Closing or the Deferred Closing (each of the foregoingshall pay, all amounts payable under a mutually agreed-upon plan, together with all costs and expenses associated therewith. Buyer and CellStar agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for Transferred Employees (U.S.). Buyer and Sellers agree that the total Liabilities for any Automatic Transfer Employee whose and all payments required by the various employment transfers agreements, change of control agreements, indemnity agreements and any other similar agreements, with respect to Purchaser any retention or performance-based bonus or other compensation arrangement, by and between CellStar, its Affiliate by operation of Law as of the Closing or the Deferred Closing, to the extent applicableAffiliates and Subsidiaries, and any Acquired Employee as of the Closing or officers, directors and employees thereof, including the Deferred Closing, to the extent applicable, collectively Transferred Employees ("EMPLOYEE LIABILITIES") shall be allocated as follows: (i) CellStar shall be responsible for the “Purchaser Employees”); provided, however, that any Business Employee (other than any Acquired Employee or any Automatic Transfer Employee) on an approved leave of absence or short- or long-term disability as of Closing or the Deferred Closing, to the extent applicable, shall transfer employment automatically effective upon the earlier of (A) the date on which they are able to return to work (provided that it does not impose an undue burden on Purchaser or its Affiliates), or (B) the date permitted under the terms of any Business Benefit Plan or applicable Law (such date, the “Delayed Transfer Date”). During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates. Notwithstanding the foregoing, nothing herein will, after the Closing Date or the Deferred Closing Date, to the extent applicable, impose on Purchaser any obligation to retain any Purchaser Employees in its employment for any amount of timesuch Employee Liabilities as set forth on SCHEDULE 8.01(I) annexed hereto and (ii) Buyer shall be responsible for the amount of such Employee Liabilities as set forth on SCHEDULE 8.01(II) annexed hereto.