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 all 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, if then actively at work, or on vacation leave, leave of absence, sick leave, short-term (but not long-term) disability leave. Such Employees accepting Purchaser’s or its Affiliate’s offer will become “Transferred US Employees” as of the Effective Time. For those Employees who would otherwise be required to receive offers of employment pursuant to this Section 5.8(a)(i) but who are receiving long-term disability 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 Closing Date. Each Employee described in the preceding sentence who accepts Purchaser’s (or its Affiliate’s) offer will become a Transferred US Employee as of the date he returns to work with the Purchaser or its Affiliate. Terms of employment continuation for each Transferred US Employee shall (A) be at the same work location, (B) 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 an incentive compensation opportunity no less than each such Transferred US Employee’s incentive compensation opportunity in 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 (D) as of the 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 US Employee’s service with Sellers, the Transferred Entities and their respective Affiliates for purposes of eligibility, participation and vesting , but not (except as expressly otherwise provided herein) benefit accrual. Purchaser and its Affiliates shall honor any re-employment rights mandated by applicable Law or by contract of any Employees. Purchaser shall likewise honor and assume all liability for accrued 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 portion of the year or performance period ending on the Closing Date for all Transferred US Employees. Nothing in this Agreement shall, or shall be construed to, limit the ability of the Purchaser to terminate the employment of any Transferred 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, offer employment to (A) all salaried and hourly persons who are designated on the records of Sellers as of the Closing Date as Dedicated Employees with respect to the United States Business, Business and the Shared Employees with respect to the United States Business in either case if then actively at work, or on vacation leave, any form of leave of absence, sick leave, shortother than employees on long-term (but not long-term) disability leaveleave or leave for military service. Such Employees accepting Purchaser’s or its Affiliate’s offer offer, will become “Transferred US U.S. Employees” as of the Effective Time. For those Employees who would otherwise be required to receive offers of be offered employment by Purchaser or an Affiliate pursuant to this Section 5.8(a)(i5.9(a)(i) but who are receiving on long-term disability benefits 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 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 Closing Dateperiod his reemployment rights are guaranteed by applicable Law. Each Employee described in the two preceding sentence sentences who accepts Purchaser’s (or its Affiliate’s) offer of employment will become a Transferred US U.S. Employee as of the date he returns to work with the Purchaser or its Affiliate. Terms of employment continuation for each Transferred US U.S. Employee (I) shall (A) be require employment at the same work locationlocation and (II) shall, (B) pay a base wage rate no less than each such Transferred US Employee’s base wage rate in effect immediately prior to for the one year period commencing on the Closing Date, provide (Ca) provide a base wage rate, (b) an incentive compensation opportunity no 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 each such those provided to the Transferred US Employee’s incentive compensation opportunity in effect U.S. Employees by Chemtura and its Affiliates 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 (DIII) as otherwise comply with all other applicable provisions of the 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”this Section 5.9(a). 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 US U.S. Employee’s service with Sellers, the Transferred Entities Chemtura and their respective its Affiliates for purposes of eligibility, participation participation, benefit accrual and vesting , but not (except as expressly otherwise provided herein) benefit accrualvesting. 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, earned but unused wages (other than the retention bonuses listed on Section 5.9(a)(i) of the Disclosure Schedules) and 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 portion of the year or performance period ending on through the Closing Date for all Transferred US EmployeesU.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 the Purchaser to terminate the employment of any Transferred US 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, (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 Sellers any Seller and any Affiliate of Honeywell other than a Transferred Entity (each such Seller or Affiliate, an “Employee Transferor”) as of the Closing Date as Employees with respect to the United States BusinessBusiness and all Shared Employees, in either case if then actively at work, or on vacation leaveany form of leave (provided such leave was approved by the Employee Transferor consistent with past practice and, leave for the avoidance of absencedoubt, sick leaveexcept as required under Section 5.8(c), shortnot including any laid-off Employee) other than non-union represented employees on long-term (but not long-term) disability leaveleave or leave for military service. Such Employees accepting Purchaser’s or its Affiliate’s offer offer, together with the Employees of the Transferred Entities as of the Closing Date, will become “Transferred US U.S. Employees” as of the Effective Time. For those non-union Employees who would otherwise be required to receive offers of employment be employed by Purchaser or an Affiliate pursuant to this Section 5.8(a)(i) but who are receiving on long-term disability benefits leave as of the Effective Time, Purchaser shall, or shall cause its Affiliate to, offer employment to each such US 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 within six months of the Closing Date. For those non-union Employees who would otherwise be required to be employed by Purchaser or an Affiliate pursuant to this Section 5.8(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 such Employee presents himself or herself to Purchaser or such Affiliate for active employment within the period such Employee’s reemployment rights are guaranteed by applicable Law. Each Employee described in the two preceding sentence sentences who accepts Purchaser’s (or its Affiliate’s) offer of employment will become a Transferred US U.S. Employee as of the date he such Employee returns to work with the Purchaser or its Affiliate. Terms of employment continuation for each Transferred US U.S. Employee shall (A) be require employment at the same work location, (B) pay a base wage rate no less than each such Transferred US U.S. Employee’s base wage rate in effect immediately prior to the Closing Date, (C) provide an a cash incentive compensation opportunity no less than each such Transferred US U.S. Employee’s cash incentive compensation opportunity in effect immediately prior to the Closing Date for the balance of the year in which the Closing Date occurs Date, substituting such performance goals and thereafter such incentive compensation opportunitycriteria, if any, as is provided to similarly situated employees of Purchaser may reasonably determine for any such goals and its Affiliatescriteria that are based on Honeywell’s performance, and (D) as of the time the Employees become Transferred US U.S. Employees, provide health (including medical, dental and vision care), life insurance, disability, vacation, flexible spending account, and retirement and welfare savings (but not defined benefit retirement) benefits that are not materially less favorable in the same as aggregate than those provided to similarly situated employees of the Purchaser Transferred U.S. Employees by Honeywell 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, and (E) otherwise comply with all other applicable provisions of this Section 5.8(a). Purchaser shall credit, or shall cause its Affiliates to credit, each Transferred US U.S. Employee’s service with Sellers, the Transferred Entities Honeywell and their respective its Affiliates for purposes of all purposes, including eligibility, participation participation, benefit accrual and vesting , but not (except as expressly otherwise provided herein) benefit accrualvesting. 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 but unpaid wages, earned but unused commitments to tuition reimbursement, and current year vacation benefitsbonus entitlement, 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 portion of the year or performance period ending on the Closing Date for all Transferred US U.S. Employees. Nothing in this Agreement shall, or shall be construed to, limit the ability of the Purchaser to terminate the employment of any Transferred US U.S. Employee at any time after the Closing Date.