Common use of Certain Employees Clause in Contracts

Certain Employees. Each of the following is included in the list of agreements in Schedule 8.15: all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation plans, pension or retirement plans, participation plans, tip-pooling arrangements, profit-sharing plans, equity interest purchase and equity interest option plans, hospitalization insurance, and other plans and arrangements, providing for compensation and/or benefits to Seller’s employees, directors, or shareholders. (a) Schedule 8.16 contains a true and complete list of the following: the names, positions, and compensation of the present directors, officers, employees, and current independent contractors of the Seller. Except as listed in Schedule 8.16, all Seller’s employees are employees-at-will, may be terminated at any time in accordance with the written policies (copies of which are contained in Schedule 8.16) of Seller for any lawful reason or for no reason, and are not entitled to employment by virtue of any oral or written contract, employer policy, or otherwise. (b) No retired employees are receiving or are entitled to receive any payments or health or other benefits from Sellers. (c) Buyer agrees to continue employment of all employees post closing as at-will employees. Seller Equityholder agrees that he will not solicit/hire any employee provided that Buyer maintains its current compensation program, and provided Buyer does so, then Seller Equityholder may not solicit or hire any employee to work for him or any related entity for 6 months from the Closing Date; furthermore, for the 6 months after such initial 6-month period, Seller Equityholder agrees that he will consult with Buyer before soliciting/hiring any such employee. If Buyer changes the Compensation Program and such change results in the Employee making substantially less income, then the non-hiring provision shall not apply. The same provisions shall apply to entertainers, except that if an entertainer shows up unsolicited to another location owned or affiliated with Seller Equityholder, they will be permitted to work. It is the general intent of the Buyer and Seller that should any manager’s net income be reduced by 10% or more on the average, during any forty-five (45) day period, that the Seller would have the option of hiring such manager.

Certain Employees. Each (i) Offers and Severance. Schedule 6.1(b) sets forth those employees of DEOC who spend a majority of their time providing field-related services with respect to the ALNG Facility ("ALNG Employees"). The current base salary paid to each such ALNG Employee is set forth opposite the name of such ALNG Employee on the schedule provided by Seller to Buyer via e-mail dated December 10, 2002. On or after the date hereof, Buyer or its designee shall interview each of the following is included ALNG Employees and shall offer employment to those individuals as Buyer shall determine in its sole discretion; provided, however, that Buyer or its designee shall complete all such interviews and make offers of employment, if any, to the list ALNG Employees prior to termination of agreements in Schedule 8.15: all collective bargaining agreementsthe field-related services under the Transition Services Agreement (the "Termination Date"). With respect to each ALNG Employee, if any, who does not receive an offer of employment and consulting agreementsfrom Buyer or its designee prior to or on the Termination Date, executive compensation plansif DEOC terminates the employment of such ALNG Employee no later than thirty (30) days after the Termination Date, bonus plans, deferred compensation plans, pension or retirement plans, participation plans, tip-pooling arrangements, profit-sharing plans, equity interest purchase and equity interest option plans, hospitalization insurance, and other plans and arrangements, providing then Buyer shall reimburse Seller for compensation and/or one hundred percent (100%) of the amount of the severance benefits to Seller’s employeeswhich such ALNG Employee is entitled under the 2001-2002 Duke Energy Corporation Transition Severance Benefit Plan, directorsas such plan exists on the date hereof, up to the maximum amount set forth opposite the name of such ALNG Employee on the schedule provided by Seller to Buyer by email dated November 1, 2002. Buyer and ALNG shall have no other obligations with respect to ALNG Employees who do not receive an offer of employment from Buyer or shareholders. its designee and shall have no obligations at all with respect to ALNG Employees who do not accept an offer of employment from Buyer or its designee. Buyer or its designee shall employ each such individual accepting Buyer's (aor its designee's) Schedule 8.16 contains a true offer of employment (collectively, the "Transferred Employees") as of January 1, 2003 or such later date as Buyer and complete list of the following: the namesSeller may agree, positions, and compensation of the present directors, officers, employees, and current independent contractors of the Seller. Except as listed in Schedule 8.16, all Seller’s employees are employees-at-will, may be terminated at any time in accordance with the written policies (copies of which are contained in Schedule 8.16) of Seller for any lawful reason or for no reason, and are not entitled to employment by virtue of any oral or written contract, employer policy, or otherwise. (b) No retired employees are receiving or are entitled to receive any payments or health or other benefits from Sellers. (c) Buyer agrees to continue employment of all employees post closing as at-will employees. Seller Equityholder agrees that he will not solicit/hire any employee provided that Buyer maintains its current compensation program, and provided Buyer does so, then any such later date shall in any event be the first day of a month (the "Employment Commencement Date") at the same rate of base pay paid to them by Seller Equityholder may not solicit or hire any employee to work for him or any related entity for 6 months from on the Closing Date; furthermoreprovided, for the 6 months after such initial 6-month period, Seller Equityholder agrees that he will consult with Buyer before soliciting/hiring any such employee. If Buyer changes the Compensation Program and such change results in the Employee making substantially less income, then the non-hiring provision shall not apply. The same provisions shall apply to entertainers, except that if an entertainer shows up unsolicited to another location owned or affiliated with Seller Equityholder, they will be permitted to work. It is the general intent of the Buyer and Seller that should any manager’s net income be reduced by 10% or more on the average, during any forty-five (45) day periodhowever, that the Seller would have the option such Transferred Employees shall in all events be employees at will of hiring such managerBuyer or its designee.

Certain Employees. Each of the following is included in the list of agreements in Schedule 8.15: all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation plans, pension or retirement plans, participation plans, tip-pooling arrangements, profit-sharing plans, equity interest purchase and equity interest option plans, hospitalization insurance, and other plans and arrangements, providing for compensation and/or benefits to Seller’s employees, directors, or shareholders. (a) Set forth on Schedule 8.16 contains 4.9(a) of the Disclosure Schedules is a true and complete list of certain employees of Seller to whom Buyer is expressly permitted to extend offers to become employees of, or independent contractors to, Buyer (or an Affiliate of Buyer) upon consummation of the following: the namesClosing. Seller hereby waives (i) effective immediately, positionsany non-solicit provisions in favor of Seller and/or its Subsidiaries that are applicable to Buyer (or any Affiliate or employee of Buyer) and/or such individuals with respect to such solicitations of employment, and compensation (ii) effective upon the Closing, any non-hire and/or non-compete provisions in favor of Seller and/or its Subsidiaries that are applicable to Buyer, any of the present directorsIsland Principals, officers, employeesXxxxxxx X. Xxxxx and/or any such individuals with respect to their hiring by Buyer (or an Affiliate of Buyer) after the Closing, and current independent contractors agrees that such individuals shall be permitted to be hired by Buyer (or an Affiliate of Buyer) upon the consummation of the Closing. The Parties agree that Seller shall have the right, upon reasonable request, to review (but not to approve) the terms and conditions of any such offers of employment made by Buyer. With respect to each such individual who is actually hired by Buyer or an Affiliate of Buyer at or within thirty (30) days following the Closing: (i) Seller waives any non-compete and confidentiality provisions contained in any employment agreement, retention agreement or similar arrangement between Seller (or any Subsidiary of Seller. Except ) and such individual to the extent any such provision relates to the Assets; (ii) Seller, the CB Parties and the Surviving Corporation agree not to solicit to hire, or extend an offer to hire, such individual as listed in Schedule 8.16an employee, all independent contractor, or otherwise for a period of two (2) years from and after the Closing Date; (iii) Seller agrees to pay to such individual the severance or other similar amount that such Person would have received pursuant to the employment agreement, retention agreement or similar arrangement between Seller (or any Subsidiary of Seller) and such individual or, if none, Seller’s employees are employees-at-willseverance policy as in effect on the date hereof, may be in each case, as if such individual were terminated at any time by Seller without cause and in accordance connection with the written policies Merger as of the Closing; (copies iv) if such employee elects to participate in any of which are contained the Surviving Corporation’s or the CB Parties’ health insurance plans pursuant to COBRA, the CB Parties agree to waive and not to charge any administrative fee permitted under COBRA with respect to such employee; and (v) Buyer agrees to use its Best Efforts to obtain from such individual a release in Schedule 8.16) favor of Seller for with respect to any lawful reason or for no reasonEmployee Profits Participation Interest held by such individual, and are not entitled to employment by virtue in the form of any oral or written contract, employer policy, or otherwiseExhibit A attached hereto (a “Profits Participation Interest Release”). (b) No retired employees are receiving Set forth on Schedule 4.9(b) of the Disclosure Schedules is the name of an executive officer of Seller, which individual will continue to be a party to an employment/consulting agreement with the Surviving Corporation after the closing of the Merger. Seller and the CB Parties agree (i) to permit such individual to become a principal and/or employee of Buyer (or are entitled an Affiliate of Buyer), and/or an equity holder of Buyer or an Affiliate of Buyer (in each case, waiving any applicable non-solicit, non-hire and/or non-compete provisions applicable to receive Buyer (or any payments Affiliate or health employee of Buyer) and/or such individual with respect to such employment, and waiving any confidentiality provisions applicable to such individual in respect of, and to the extent they relate to, the Assets) and (ii) that such arrangements will not otherwise affect any of the rights or other benefits from Sellersobligations of the parties under such employment/consulting agreement. (c) For the purposes of this Section 4.9, the term “Affiliate of Buyer” shall mean any Affiliate of Buyer agrees to continue employment of all employees post closing as at-will employees. Seller Equityholder agrees that he will is not solicit/hire engaged in any employee provided that Buyer maintains its current compensation program, and provided Buyer does so, then Seller Equityholder may not solicit or hire any employee to work for him or any related entity for 6 months from the Closing Date; furthermore, for the 6 months after such initial 6-month period, Seller Equityholder agrees that he will consult with Buyer before soliciting/hiring any such employee. If Buyer changes the Compensation Program and such change results in the Employee making substantially less income, then the non-hiring provision shall not apply. The same provisions shall apply to entertainers, except that if an entertainer shows up unsolicited to another location owned or affiliated with Seller Equityholder, they will be permitted to work. It is the general intent of the Buyer and Seller that should any manager’s net income be reduced by 10% or more on the average, during any forty-five (45) day period, that the Seller would have the option of hiring such managercommercial real estate brokerage activities.

Certain Employees. Each of the following is included in the list of agreements in Schedule 8.15: all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation plans, pension or retirement plans, participation plans, tip-pooling arrangements, profit-sharing plans, equity interest purchase and equity interest option plans, hospitalization insurance, and other plans and arrangements, providing for compensation and/or benefits to Seller[CONFIDENTIAL TREATMENT REQUESTED]’s employees, directors, or shareholders. (a) a. Schedule 8.16 contains a true and complete list of the following: the names, positions, and compensation of the present directors, officers, employees, and current independent contractors of the Seller[CONFIDENTIAL TREATMENT REQUESTED]. Except as listed in Schedule 8.16, all Seller[CONFIDENTIAL TREATMENT REQUESTED]’s employees are employees-at-will, may be terminated at any time in accordance with the written policies (copies of which are contained in Schedule 8.16) of Seller [CONFIDENTIAL TREATMENT REQUESTED] for any lawful reason or for no reason, and are not entitled to employment by virtue of any oral or written contract, employer policy, or otherwise. (b) b. No retired employees of [CONFIDENTIAL TREATMENT REQUESTED] are receiving or are entitled to receive any payments or health or other benefits from Sellers[CONFIDENTIAL TREATMENT REQUESTED]. (c) c. Buyer agrees to continue employment of all employees post closing as at-will employees. Seller Equityholder agrees that he will not solicit/hire any employee provided that Buyer maintains its current compensation program, and provided Buyer does so, then Seller Equityholder may not solicit or hire any employee to work for him or any related entity for 6 months from the Closing Date; furthermore, for the 6 months after such initial 6-month period, Seller Equityholder agrees that he will consult with Buyer before soliciting/hiring any such employee. If Buyer changes the Compensation Program and such change results in the Employee making substantially less income, then the non-hiring provision shall not apply. The same provisions shall apply to entertainers, except that if an entertainer shows up unsolicited to another location owned or affiliated with Seller Equityholder, they will be permitted to work. None of the above shall apply to [CONFIDENTIAL TREATMENT REQUESTED], whom Buyer has agreed to pay a salary of $2,500.00 a week for a minimum of 60 days, provided Mr. [CONFIDENTIAL TREATMENT REQUESTED] agrees to work for this same period of time, and thereafter, an additional 30 days at Mr. [CONFIDENTIAL TREATMENT REQUESTED]’s option. Thereafter, Seller Equityholder may solicit or hire Mr. [CONFIDENTIAL TREATMENT REQUESTED]. It is the general intent of the Buyer and Seller that should any manager’s net income be reduced by 10% or more on the average, during any forty-five (45) day period, that the Seller would have the option of hiring such manager.

Certain Employees. Each of the following is included in the list of agreements in Schedule 8.15: all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation plans, pension or retirement plans, participation plans, tip-pooling arrangements, profit-sharing plans, equity interest purchase and equity interest option plans, hospitalization insurance, and other plans and arrangements, providing for compensation and/or benefits to SellerKenkev’s employees, directors, or shareholders. (a) Schedule 8.16 contains a true and complete list of the following: the names, positions, and compensation of the present directors, officers, employees, and current independent contractors of the SellerKenkev. Except as listed in Schedule 8.16, all SellerKenkev’s employees are employees-at-will, may be terminated at any time in accordance with the written policies (copies of which are contained in Schedule 8.16) of Seller Kenkev for any lawful reason or for no reason, and are not entitled to employment by virtue of any oral or written contract, employer policy, or otherwise. (b) No retired employees of Kenkev are receiving or are entitled to receive any payments or health or other benefits from SellersKenkev. (c) Buyer agrees to continue employment of all employees post closing as at-will employees. Seller Equityholder agrees that he will not solicit/hire any employee provided that Buyer maintains its current compensation program, and provided Buyer does so, then Seller Equityholder may not solicit or hire any employee to work for him or any related entity for 6 months from the Closing Date; furthermore, for the 6 months after such initial 6-month period, Seller Equityholder agrees that he will consult with Buyer before soliciting/hiring any such employee. If Buyer changes the Compensation Program and such change results in the Employee making substantially less income, then the non-hiring provision shall not apply. The same provisions shall apply to entertainers, except that if an entertainer shows up unsolicited to another location owned or affiliated with Seller Equityholder, they will be permitted to work. None of the above shall apply to Xxxxx Xxx, whom Buyer has agreed to pay a salary of $2,500.00 a week for a minimum of 60 days, provided Xx. Xxx agrees to work for this same period of time, and thereafter, an additional 30 days at Xx. Xxx’x option. Thereafter, Seller Equityholder may solicit or hire Xx. Xxx. It is the general intent of the Buyer and Seller that should any manager’s net income be reduced by 10% or more on the average, during any forty-five (45) day period, that the Seller would have the option of hiring such manager.

Certain Employees. Each of the following is included in the list of agreements in Schedule 8.15: all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation plans, pension or retirement plans, participation plans, tip-pooling arrangements, profit-sharing plans, equity interest purchase and equity interest option plans, hospitalization insurance, and other plans and arrangements, providing for compensation and/or benefits to Seller’s employees, directors, or shareholders. (a) Schedule 8.16 contains a true and complete list An updated copy of the following: the names, positions, employee lists provided on Sections 3.9(g) and compensation 3.9(h) of the present directors, officers, employees, and current independent contractors of Seller Disclosure Letter shall be provided to Buyer at least ten but not more than 15 Business Days prior to the Seller. Except as listed in Schedule 8.16, all Seller’s employees are employees-at-will, may be terminated at any time in accordance with the written policies (copies of which are contained in Schedule 8.16) of Seller for any lawful reason or for no reason, and are not entitled to employment by virtue of any oral or written contract, employer policy, or otherwiseClosing Date. (b) No retired employees Buyer shall offer employment on the terms and conditions set forth in clauses (i) and (ii) of Section 5.6(c) below to each of the Employees that are receiving actively employed by Seller immediately prior to the Closing Date and as named on Section 3.9(g) of the Seller Disclosure Letter, which employment shall commence on the Closing Date. Prior to the Closing Date, Seller shall provide Buyer reasonable access to such Employees, and, to the extent permitted by Applicable Local Law, such Employees’ personnel records and such other related employment information as Buyer may reasonably request following the date hereof. Each such Employee who accepts Buyer’s offer of employment, together with the Employees of the Transferred Entities as of the Closing Date shall be a “Transferred Employee” for purposes of this Agreement as of the Closing Date. Seller shall use its reasonable best efforts to assist Buyer in connection with any effort by Buyer to employ or are entitled retain any such Employee(s) or retain any contractor and/or consultants to receive whom Buyer has offered employment or any payments contractor/consulting arrangement; provided that Seller shall not be required to terminate any such Employee or health contractor or other benefits from Sellersoffer any such Employee or contractor additional remuneration in order to incentivize such Employee or contractor to accept Buyer’s offer. (c) Buyer agrees will not reduce the base salary or wage rate of any Transferred Employee in effect immediately prior to continue the Closing Date and disclosed on Section 3.9(g) of the Seller Disclosure Letter solely as a result of the Transaction. For at least the period beginning on the Closing Date and through the first anniversary of the Closing Date, each Transferred Employee shall be entitled to participate in retirement and welfare plans and policies that are no less favorable in the aggregate than the retirement and welfare plans and policies provided to similarly situated employees of Buyer or its current Affiliates (based upon which entity will employ such Transferred Employee following the Closing Date). For at least (i) the period beginning on the Closing Date and through the 60th day following the Closing Date, each Transferred Employee shall be eligible to receive severance benefits from Buyer that are no less favorable than those severance benefits provided immediately prior to Closing Date under Seller’s or any of its Affiliates’ applicable severance plans, programs or practices (collectively, “Seller’s Severance Plan”) as in effect as of the date hereof and as disclosed on Section 3.10(a) of the Seller Disclosure Letter, and (ii) the period beginning on the 61st day following the Closing Date and through the first anniversary of the Closing Date, each Transferred Employee shall be eligible to receive severance benefits from Buyer that are no less favorable than those severance benefits provided to similarly situated employees of Buyer or its current Affiliates (based upon which entity will employ such Transferred Employee following the Closing Date). Buyer shall promptly reimburse Seller for any severance Seller or any of its Affiliates is required under its current severance plans or agreements to pay to any Employee who is entitled to severance due to Buyer’s noncompliance with this Section 5.6. Buyer shall promptly notify Seller of (i) the termination of employment of any Transferred Employee that occurs during the period from the 61st day following the Closing Date through the first anniversary of the Closing Date, (ii) the circumstances of such termination of employment, and (iii) the amount of severance paid to such Transferred Employee by Buyer or any of its Affiliates; and Seller may, in its sole discretion, determine to pay to Buyer for the benefit of any such Transferred Employee the difference between (1) the amount of severance paid by Buyer and any of its Affiliates, and (2) the amount of severance such Transferred Employee would have been eligible to receive under Seller’s Severance Plan, plus the amount of Employer Tax Liability (as defined in Section 5.6(i)) on such difference; provided that, to the extent Seller determines to make such payment, Buyer shall, or shall cause one of its Affiliates to, (A) pay such amount to the applicable Transferred Employee as soon as practicable (but in no event more than ten Business Days) following receipt by Buyer of such payment from Seller, (B) withhold employee income tax, social security and other applicable taxes associated with such payment based on the applicable withholding tax rate for the Transferred Employee who receives such payment, and (C) remit an amount equal to the Employee Tax Liability and Employer Tax Liability to the local Taxing Authority. Notwithstanding Section 5.6(b) or Section 5.6(c) of this Agreement and except as otherwise prohibited under Applicable Local Law, Buyer may change the job titles of any Transferred Employee, and may make other non-compensatory changes to terms and conditions of employment, solely to conform to Buyer’s employment policies and procedures. (d) To the extent permitted by Applicable Local Law, prior to the Closing Seller shall: (i) cause the employment of any Employee who is on long-term disability leave and in receipt of long-term disability benefits (other than Employees in Germany and Employees subject to Hong Kong employment law), which for the avoidance of doubt, in the U.K. shall mean any Employee who has an actual or pending claim under the group income protection policy, to be transferred to Seller or an Affiliate of Seller (other than a Transferred Entity) and shall continue to provide long-term disability benefits to any such Employee; and (ii) cause the employment of any Employee who is on short-term disability leave (other than Employees in the U.K. and Germany and Employees subject to Hong Kong employment law) to be transferred to Seller or an Affiliate of Seller (other than a Transferred Entity) and shall continue to provide short-term disability benefits to any such Employee. If, within six months following the Closing, any such Employee on short-term disability leave is approved to return to active employment, Buyer shall immediately employ such Employee and such Employee shall be considered a Transferred Employee for the purposes of this Section 5.6. For the avoidance of doubt, all employees post closing as Employees of the German branch of BCL will continue to be Employees of the German branch of BCL and become Transferred Employees at Closing, and all Employees of Xxxxx XX will continue to be Employees of Xxxxx XX and become Transferred Employees at Closing. Any Employee in the U.K. who has an actual or pending claim under the group income protection policy shall be transferred to Seller or an Affiliate of Seller prior to Closing and shall continue to receive long-term disability benefits. Any Employee in the U.K. who is on any other leave, and who does not have an actual or pending claim under the group income protection policy will remain employed by BCL at Closing. (e) With respect to any medical, dental and other welfare plans (other than U.S. life insurance plans) maintained by Buyer or any of its Affiliates (including the Transferred Entities), in which any Employee is eligible to participate, Buyer shall or shall cause such plan to (i) cause to be waived thereunder any pre-existing condition, actively-at-will employees. work requirements, evidence of insurability or good health and waiting periods to the extent such requirements and waiting periods were satisfied under similar plans of Seller Equityholder agrees that he will not solicit/hire or any employee provided that Buyer maintains of its current compensation programAffiliates (including the Transferred Entities), and provided Buyer does so, then (ii) cause such plans to honor any expenses incurred by the Employees and their beneficiaries or dependents under similar plans of Seller Equityholder may not solicit or hire any employee to work for him or any related entity of its Affiliates (including the Transferred Entities) during the portion of the calendar year in which the Closing Date occurs for 6 months purposes of satisfying applicable plan, co-insurance and maximum out-of-pocket expenses or any like or similar expenses or costs. (f) Employees shall be given credit for all service with Seller or any of its Affiliates (including the Transferred Entities) to the same extent as such service was credited for such purpose by Seller or any of its Affiliates (including the Transferred Entities), under each relevant Buyer plan (other than for U.S. life insurance plans) in which such Employees are eligible to participate for purposes of eligibility, vesting and level of severance and paid time off benefits (but not for purposes of benefit accrual) to the extent permitted under Applicable Local Law. (g) Except as set forth on Section 5.6(g) of the Seller Disclosure Letter, from and after the Closing Date, Buyer shall assume, honor, and be solely responsible for paying, providing or satisfying when due all accrued but unused vacation, sick pay or other paid time off for the Transferred Employees as of the Closing Date; furthermoreprovided that Buyer may require the Transferred Employees to take vacation in accordance with Buyer’s vacation plans and policies to the extent permitted by Applicable Local Law (but Buyer’s vacation plans or policies shall not cause such Transferred Employees to forfeit any such accrued but unused vacation, sick pay or other paid time off other than in the event that such Transferred Employee has not taken accrued but unused vacation by the end of the relevant fiscal year). (h) For the avoidance of doubt, as of the Closing Date, Transferred Employees shall cease to actively participate in any Seller Benefit Plan. (i) With respect to each Transferred Employee that holds unvested stock options under the Prudential Financial Inc. Omnibus Incentive Plan (which is a successor plan to the Prudential Financial Inc. Stock Option Plan) and any subplan thereto (the “Omnibus Incentive Plan”) as of the Closing, such stock options shall vest in accordance with the terms of the Omnibus Incentive Plan. To the extent that a Transferred Employee or former Employee exercises an option to purchase Seller stock or otherwise vests in a share incentive award over Seller stock granted or issued under the Omnibus Incentive Plan, following the Closing, Seller shall (i) within ten Business Days notify Buyer of such exercise or vesting and provide Buyer with the information related to the stock option exercise or vesting in Seller’s possession to calculate the amount of the Employee Tax Liability that may arise as a result of such exercise or vesting, (ii) withhold employee income tax, social security and other applicable taxes associated with the exercise based on the withholding rate (which must be a percentage that is a whole number) that Buyer has supplied, at least five days prior to the event giving rise to the withholding obligation, to Seller with respect to the applicable withholding tax rate for the 6 months after Employee who exercises options, and (iii) remit an amount equal to the Employee Tax Liability and Employer Tax Liability to Buyer, along with a copy of the broker report evidencing such initial 6-month periodexercise not less than five Business Days before the date on which the Employee Tax Liability or Employer Tax Liability must be accounted to the local Taxing Authority. Buyer shall provide notice to Seller at least ten days prior to payments being due to the local Taxing Authority. For the purposes of this Section 5.6(i), “Employee Tax Liability” means any income tax and social security contributions payable by a Transferred Employee or former Employee and for which any Transferred Entity, Buyer or a member of Buyer’s Group is liable to account in connection with the exercise of an option or the vesting of an award by or in a Transferred Employee or former Employee and “Employer Tax Liability” means any employer taxes payable by any Transferred Entity, Buyer or a member of Buyer’s Group in connection with the exercise of an option or the vesting of an award by or in a Transferred Employee or former Employee (including, but not limited to, U.S. Federal Insurance Contribution Act taxes and U.K. and German employer’s social security liability). This provision shall also apply where a Transferred Employee is deemed for tax purposes to have exercised an option, provided that Buyer gives Seller Equityholder agrees that he notice of such deemed exercise within five days, in which case Seller’s obligations to provide information and to withhold and remit amounts to Buyer as set out above will consult with Buyer before soliciting/hiring any such employee. If Buyer changes the Compensation Program and such change results also apply in the Employee making substantially less income, then the non-hiring provision shall not apply. The same provisions shall apply way to entertainers, except that if an entertainer shows up unsolicited to another location owned or affiliated with Seller Equityholder, they will be permitted to work. It is the general intent of the Buyer and Seller that should any manager’s net income be reduced by 10% or more on the average, during any forty-five (45) day period, that the Seller would have the option of hiring such managerdeemed exercise.