Common use of Continuation of Employment; Assumption of Current Liabilities for Employees Clause in Contracts

Continuation of Employment; Assumption of Current Liabilities for Employees. Effective as of the Closing Date, Purchaser shall, or shall cause an Affiliate to, offer employment to (A) all Dedicated Employees with respect to the United States Business and the Shared Employees with respect to the United States Business in either case if then actively at work, or on any form of leave other than employees on long-term disability leave or leave for military service. Such Employees accepting Purchaser’s or its Affiliate’s offer, will become “Transferred U.S. Employees” as of the Effective Time. For those Employees who would otherwise be required to be offered employment by Purchaser or an Affiliate pursuant to this Section 5.9(a)(i) but who are on long-term disability leave as of the Effective Time and described on Section 5.9(a)(i) of the Disclosure Schedules, Purchaser shall, or shall cause its Affiliate to, offer employment to each such Employee to the extent he recovers from his disability and presents himself to Purchaser or such Affiliate for active employment prior to the Closing Date. For those Employees who would otherwise be required to be offered employment by Purchaser or an Affiliate pursuant to this Section 5.9(a)(i) but who are on leave for military service as of the Effective Time, Purchaser shall, or shall cause its Affiliate to, offer employment to each such Employee to the extent he presents himself to Purchaser or such Affiliate for active employment within the period his reemployment rights are guaranteed by applicable Law. Each Employee described in the two preceding sentences who accepts Purchaser’s (or its Affiliate’s) offer of employment will become a Transferred U.S. Employee as of the date he returns to work with Purchaser or its Affiliate. Terms of employment continuation for each Transferred U.S. Employee (I) shall require employment at the same work location and (II) shall, for the one year period commencing on the Closing Date, provide (a) a base wage rate, (b) an incentive compensation opportunity and (c) health (including medical, dental and vision care), life insurance, disability, flexible spending account, and retirement savings (but not defined benefit retirement) benefits that are not less favorable in the aggregate than those provided to the Transferred U.S. Employees by Chemtura and its Affiliates immediately prior to the Closing Date and (III) otherwise comply with all other applicable provisions of this Section 5.9(a). Purchaser shall credit, or shall cause its Affiliates to credit, each Transferred U.S. Employee’s service with Chemtura and its Affiliates for eligibility, participation, benefit accrual and vesting. Purchaser and its Affiliates shall honor any recall or re-employment rights mandated by applicable Law or by contract of any Employees or Former Employees. On and after the Closing Date, Purchaser shall comply at its expense with all employment Laws with respect to the period of employment with Purchaser or its Affiliates of the Transferred U.S. Employees, including the Family and Medical Leave Act, the Americans with Disabilities Act and federal or state Laws on military leave. Purchaser shall likewise honor and assume all liability for accrued wages (other than the retention bonuses listed on Section 5.9(a)(i) of the Disclosure Schedules) and current year bonus entitlement through the Closing Date for all Transferred U.S. Employees to the extent such liabilities are taken into account and reflected in the Closing Working Capital. Nothing in this Agreement shall, or shall be construed to, limit the ability of Purchaser to terminate the employment of any Transferred U.S. Employee at any time after the Closing Date.

Continuation of Employment; Assumption of Current Liabilities for Employees. Effective as of the Closing Date, Purchaser shall, or shall cause an Affiliate to, offer employment to (A) all Dedicated salaried and hourly persons who are designated on the records of Sellers as of the Closing Date as Employees with respect to the United States Business and the Shared Employees with respect to the United States Business in either case Business, if then actively at work, or on any form vacation leave, leave of leave other than employees on absence, sick leave, short-term (but not long-term term) disability leave or leave for military serviceleave. Such Employees accepting Purchaser’s or its Affiliate’s offer, offer will become “Transferred U.S. US Employees” as of the Effective Time. For those Employees who would otherwise be required to be offered receive offers of employment by Purchaser or an Affiliate pursuant to this Section 5.9(a)(i5.8(a)(i) but who are on receiving long-term disability leave as of the Effective Time and described on Section 5.9(a)(i) of the Disclosure Schedules, Purchaser shall, or shall cause its Affiliate to, offer employment to each such Employee to the extent he recovers from his disability and presents himself to Purchaser or such Affiliate for active employment prior to the Closing Date. For those Employees who would otherwise be required to be offered employment by Purchaser or an Affiliate pursuant to this Section 5.9(a)(i) but who are on leave for military service benefits as of the Effective Time, Purchaser shall, or shall cause its Affiliate to, offer employment to each such US Employee to the extent he recovers from his disability and presents himself to Purchaser or such Affiliate for active employment within six months of the period his reemployment rights are guaranteed by applicable LawClosing Date. Each Employee described in the two preceding sentences sentence who accepts Purchaser’s (or its Affiliate’s) offer of employment will become a Transferred U.S. US Employee as of the date he returns to work with the Purchaser or its Affiliate. Terms of employment continuation for each Transferred U.S. US Employee shall (IA) shall require employment be at the same work location and location, (IIB) shall, for the one year period commencing on pay a base wage rate no less than each such Transferred US Employee’s base wage rate in effect immediately prior to the Closing Date, (C) provide (a) a base wage rate, (b) an incentive compensation opportunity and (c) health (including medical, dental and vision care), life insurance, disability, flexible spending account, and retirement savings (but not defined benefit retirement) benefits that are not no less favorable than each such Transferred US Employee’s incentive compensation opportunity in the aggregate than those provided to the Transferred U.S. Employees by Chemtura and its Affiliates effect immediately prior to the Closing Date for the balance of the year in which the Closing Date occurs and thereafter such incentive compensation opportunity, if any, as is provided to similarly situated employees of Purchaser and its Affiliates, and (IIID) otherwise comply with all other applicable provisions as of this Section 5.9(athe time the Employees become Transferred US Employees, provide retirement and welfare benefits that are the same as those provided to similarly situated employees of the Purchaser and its Affiliates (“Purchaser’s U.S. Benefit Plans”). The terms and conditions of employment and total compensation and employees benefits of the Transferred US Employees as of the Closing Date shall be, in the aggregate, reasonably comparable to those provided by Sellers immediately prior to the Closing Date. Purchaser shall credit, or shall cause its Affiliates to credit, each Transferred U.S. US Employee’s service with Chemtura Sellers, the Transferred Entities and its their respective Affiliates for purposes of eligibility, participationparticipation and vesting , but not (except as expressly otherwise provided herein) benefit accrual and vestingaccrual. Purchaser and its Affiliates shall honor any recall or re-employment rights mandated by applicable Law or by contract of any Employees or Former Employees. On and after the Closing Date, Purchaser shall comply at its expense with all employment Laws with respect to the period of employment with Purchaser or its Affiliates of the Transferred U.S. Employees, including the Family and Medical Leave Act, the Americans with Disabilities Act and federal or state Laws on military leave. Purchaser shall likewise honor and assume all liability for accrued wages (other than wages, earned but unused current year vacation benefits, entitlements to tuition reimbursements approved, subject to applicable conditions, prior to Closing for courses and programs of study completed after Closing, and bonus entitlement for the retention bonuses listed on Section 5.9(a)(i) portion of the Disclosure Schedules) and current year bonus entitlement through or performance period ending on the Closing Date for all Transferred U.S. Employees to the extent such liabilities are taken into account and reflected in the Closing Working CapitalUS Employees. Nothing in this Agreement shall, or shall be construed to, limit the ability of the Purchaser to terminate the employment of any Transferred U.S. US Employee at any time after the Closing Date.

Continuation of Employment; Assumption of Current Liabilities for Employees. Effective as of the Closing Date, Purchaser shall, or shall cause an Affiliate to, (A) employ or continue to employ each and every Employee of the Transferred Entities, regardless of whether such Employee is actively employed on such date, and (B) offer employment to all other salaried and hourly persons who are designated on the records of any Seller and any Affiliate of Honeywell other than a Transferred Entity (Aeach such Seller or Affiliate, an “Employee Transferor”) all Dedicated as of the Closing Date as Employees with respect to the United States Business and the all Shared Employees with respect to the United States Business Employees, in either case if then actively at work, or on any form of leave (provided such leave was approved by the Employee Transferor consistent with past practice and, for the avoidance of doubt, except as required under Section 5.8(c), not including any laid-off Employee) other than non-union represented employees on long-term disability leave or leave for military service. Such Employees accepting Purchaser’s or its Affiliate’s offer, together with the Employees of the Transferred Entities as of the Closing Date, will become “Transferred U.S. Employees” as of the Effective Time. For those non-union Employees who would otherwise be required to be offered employment employed by Purchaser or an Affiliate pursuant to this Section 5.9(a)(i5.8(a)(i) but who are on long-term disability leave as of the Effective Time and described on Section 5.9(a)(i) of the Disclosure SchedulesTime, Purchaser shall, or shall cause its Affiliate to, offer employment to each such Employee to the extent he such Employee recovers from his such Employee’s disability and presents himself or herself to Purchaser or such Affiliate for active employment prior to within six months of the Closing Date. For those non-union Employees who would otherwise be required to be offered employment employed by Purchaser or an Affiliate pursuant to this Section 5.9(a)(i5.8(a)(i) but who are on leave for military service as of the Effective Time, Purchaser shall, or shall cause its Affiliate to, offer employment to each such Employee to the extent he such Employee presents himself or herself to Purchaser or such Affiliate for active employment within the period his such Employee’s reemployment rights are guaranteed by applicable Law. Each Employee described in the two preceding sentences who accepts Purchaser’s (or its Affiliate’s) offer of employment will become a Transferred U.S. Employee as of the date he such Employee returns to work with Purchaser or its Affiliate. Terms of employment continuation for each Transferred U.S. Employee shall (IA) shall require employment at the same work location and location, (IIB) shall, for the one year period commencing on pay a base wage rate no less than each such Transferred U.S. Employee’s base wage rate in effect immediately prior to the Closing Date, (C) provide (a) a base wage rate, (b) an cash incentive compensation opportunity no less than each such Transferred U.S. Employee’s cash incentive compensation opportunity in effect immediately prior to the Closing Date, substituting such performance goals and criteria, if any, as Purchaser may reasonably determine for any such goals and criteria that are based on Honeywell’s performance, (cD) as of the time the Employees become Transferred U.S. Employees, provide health (including medical, dental and vision care), life insurance, disability, vacation, flexible spending account, and retirement savings (but not defined benefit retirement) benefits that are not materially less favorable in the aggregate than those provided to the Transferred U.S. Employees by Chemtura Honeywell and its Affiliates immediately prior to the Closing Date Date, and (IIIE) otherwise comply with all other applicable provisions of this Section 5.9(a5.8(a). Purchaser shall credit, or shall cause its Affiliates to credit, each Transferred U.S. Employee’s service with Chemtura Honeywell and its Affiliates for all purposes, including eligibility, participation, benefit accrual and vesting. Purchaser and its Affiliates shall honor any recall or re-employment rights mandated by applicable Law or by contract of any Employees or Former Employees. On and after the Closing Date, Purchaser shall comply at its expense with all employment Laws with respect to the period of employment with Purchaser or its Affiliates of the Transferred U.S. Employees, including the Family and Medical Leave Act, the Americans with Disabilities Act and federal or state Laws on military leave. Purchaser shall likewise honor and assume all liability for accrued wages (other than the retention bonuses listed on Section 5.9(a)(i) of the Disclosure Schedules) but unpaid wages, commitments to tuition reimbursement, and current year bonus entitlement through the Closing Date entitlement, for all Transferred U.S. Employees to the extent such liabilities are taken into account and reflected in the Closing Working CapitalEmployees. Nothing in this Agreement shall, or shall be construed to, limit the ability of Purchaser to terminate the employment of any Transferred U.S. Employee at any time after the Closing Date.