Common use of Covered Employees Clause in Contracts

Covered Employees. (a) From the date hereof until the last date on which any Service is provided hereunder and for a period of eighteen (18) months thereafter, except for the Specified Covered Employees, the Service Recipient and its Affiliates shall not, and the Service Recipient shall cause its Affiliates not to, without the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of the Service Provider or any of its subsidiaries who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment with the Service Recipient or any of its Affiliates in response to a general solicitation of employment made by the Service Recipient or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of the Service Provider or any of its subsidiaries. (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) the Service Provider shall no longer be obligated to provide any portion of the Service previously provided by such Covered Employee; and (ii) the Parties shall agree in good faith a reduction in the Charges, if applicable, to reflect the fact that such Covered Employee is no longer providing any portion of the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following the date hereof, the Service Recipient may retain, or may cause one of its Affiliates to retain, as an employee of the Business any of the employees set forth on Exhibit B (each such employee, a “Specified Covered Employee”). In the event that any Specified Covered Employee has not been retained as an employee of the Business on or prior to the date that is twelve (12) months following the date hereof: (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [

Covered Employees. (a) From the date hereof until the last date on which any Service is provided hereunder and for a period of eighteen (18) months thereafterThe Company shall take all actions necessary to provide that, except for the Specified Covered Employeeseffective as of, but contingent upon, the Service Recipient Effective Time, without any action on the part of the holders thereof, each outstanding Company Stock Option held by a Covered Employee shall cease to represent the right to acquire shares of Company Common Stock and its Affiliates shall notinstead be converted automatically into an option to acquire shares of Acquirer Common Stock as provided below (an “Assumed Option”), and such Assumed Options will be assumed by Acquirer on substantially the Service Recipient shall cause its Affiliates not tosame terms and conditions as were applicable under the corresponding Company Stock Options immediately prior to the Effective Time, without in all cases subject to restrictions related to the Service Provider’s prior written consentissuance of shares under applicable Law; provided, directly or indirectlyhowever, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of that after the Service Provider or any of its subsidiaries who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment with the Service Recipient or any of its Affiliates in response to a general solicitation of employment made by the Service Recipient or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of the Service Provider or any of its subsidiaries.Effective Time: (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) each Assumed Option will be exercisable for a number of shares of Acquirer Common Stock equal to the Service Provider shall no longer product of (A) the number of shares of Company Common Stock that would be obligated to provide any portion issuable upon exercise of the Service previously provided Company Stock Option outstanding immediately prior to the Effective Time multiplied by such Covered Employee; and (B) the Exchange Ratio, rounded to the nearest whole share; (ii) the Parties shall agree in good faith a reduction in per share exercise price for the ChargesAcquirer Common Stock issuable upon exercise of such Assumed Option will be equal to the quotient determined by dividing (A) the per share exercise price for such Company Stock Option outstanding immediately prior to the Effective Time by (B) the Exchange Ratio, if applicable, rounded to reflect the fact that such Covered Employee is no longer providing any portion of the Service that had previously been provided hereunder by such Covered Employee.nearest whole cent; and (ciii) such Assumed Option shall be a nonqualified stock option, even if the related Company Option was an incentive stock option. The term, exercisability, and vesting schedule of such Company Stock Option as in effect on the date hereof (including with respect to any acceleration upon a change in control) will remain unchanged. As promptly soon as reasonably practicable following the date hereofClosing Date, the Service Recipient may retainSurviving Corporation will deliver to each Person who holds an Assumed Option a document evidencing the foregoing assumption of such Company Stock Option by the Surviving Corporation. The Company and Acquirer will cooperate and coordinate with respect to any materials to be submitted to the holders of Company Stock Options in connection with any notice required under this Section 3.03. The transaction contemplated by this Section 3.03 shall, in all cases, be completed in a manner intended to comply with Section 409A of the Code and, to the extent applicable, Section 424 of the Code. Prior to the Effective Time, the Company shall take all necessary or may cause one appropriate action to effectuate the actions contemplated by this Section 3.03 (including, without limitation, obtaining consent to the treatment of its Affiliates to retain, each Assumed Option as a nonqualified stock option from each Covered Employee who holds an Assumed Option originally designated as an employee of the Business any of the employees set forth on Exhibit B (each such employee, a “Specified Covered Employee”incentive stock option). In the event that any Specified Covered Employee has not been retained as an employee of the Business on or prior to the date that is twelve (12) months following the date hereof: (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [.

Covered Employees. (a) From The Purchaser shall offer employment, effective immediately after the date hereof until the last date on which any Service is provided hereunder and Effective Date for a period of eighteen (18) not less than 12 months thereafter, except for at work locations which are in the Specified Covered Employees, same geographic area and in job positions that are similar to that held as of the Service Recipient Effective Date to all full-time and its Affiliates shall not, part-time employees working in the Branches and the Service Recipient area community lending office who are listed at Exhibit 5.06(a) ("Bank Employees"). The Purchaser shall cause its Affiliates not to, without communicate offers of employment to Bank Employees as soon as practicable after the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of the Service Provider or any of its subsidiaries date hereof. All Bank Employees who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks commence employment with the Service Recipient or Purchaser as of the Effective Date shall be referred to collectively as "Covered Employees". Notwithstanding the foregoing, any of its Affiliates in response to a general solicitation Bank Employee who accepts the Purchaser's offer of employment made and who is on disability, sick or such other paid or unpaid leave (other than vacation leave) on the Effective Date will be deemed to become a Covered Employee as of the date he or she returns to work and reports to the Purchaser to commence such employment following expiration of said leave, provided he or she returns to employment by the Service Recipient latter of six (6) months after the commencement of such leave or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of 30 days after the Service Provider or any of its subsidiaries. (b) In Effective Date. Prior to the event date that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, such employee on leave reports to work with the prior written consent Purchaser, such individual shall remain a Bank Employee. If such employee on leave fails to return from leave within the specified period, then such employee shall not be deemed an employee of Purchaser for any reason whatsoever. All Bank Employees shall cease employment with Seller at such time that they shall be deemed to be Covered Employees. The Purchaser shall employ such Covered Employees on the Service Provider and not otherwise in violation of Section 10(a): Effective Date at (i) in the Service Provider shall no longer be obligated case of salaried Bank Employees, base salaries at least equal to provide any portion of the Service previously provided by such Covered Employee; their existing base salaries, and (ii) the Parties shall agree in good faith a reduction in the Chargescase of hourly Bank Employees, if applicable, their existing hourly rates. Salaries for salaried Bank Employees and compensation for full-time and part-time hourly employees shall not be adjusted by the Purchaser to reflect any increases or decreases in the fact that number of hours in the scheduled workweeks of such persons becoming Covered Employees. The Purchaser shall employ such Covered Employee is no longer providing any portion Employees for a period of not less than one year from the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following the date hereofEffective Date, the Service Recipient may retain, or may cause one of its Affiliates to retain, as an employee of the Business any of the employees set forth on Exhibit B (each such employee, a “Specified Covered Employee”). In except in the event of voluntary termination by the respective employee or termination for "cause" (as that any Specified Covered Employee has not been retained as an employee of the Business on or prior term is applied pursuant to the date that is twelve (12) months following the date hereof: (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [Purchaser's personnel policies).

Covered Employees. (a) From the date hereof until the last date on which any Service is provided hereunder and for a period of eighteen (18) months thereafter, except for the Specified Covered Employees, the Service Recipient and its Affiliates shall not, and the Service Recipient shall cause its Affiliates not to, without the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of the Service Provider or any of its subsidiaries who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment with the Service Recipient or any of its Affiliates in response to a general solicitation of employment made by the Service Recipient or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of the Service Provider or any of its subsidiaries. (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) the Service Provider shall no longer be obligated to provide any portion of the Service previously provided by such Covered Employee; and (ii) the Parties shall agree in good faith a reduction in the Charges, if applicable, to reflect the fact that such Covered Employee is no longer providing any portion of the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following the date hereof, the Service Recipient may shall retain, or may cause one of its Affiliates to retain, as an employee of the Business any each of the employees Covered Employees set forth on Exhibit B (each such employeeCovered Employee, a “Specified Covered Employee”). In the event that any Specified Covered Employee has not been retained as an employee of the Business on or prior to the date that is twelve (12) months following the date hereof: (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [(ii) the Service Recipient shall pay, or cause to be paid, to the Service Provider an amount equal to all of the severance and transfer costs, as applicable, payable pursuant to the terms of such Covered Employee’s employment arrangement or otherwise incurred by the Service Provider in connection with any such transfer. If any Specified Covered Employee is retained as an employee of the Business during the term of this Agreement, the provisions of Sections 10(b)(i) and 10(b)(ii) shall apply in respect of such Specified Covered Employee.

Covered Employees. (a) From Rudy’s Reloaded, or one of the date hereof until other Buyers, may offer employment to all of the last date on which any Service is provided hereunder and for a period of eighteen Covered Employees (18) months thereafterincluding, except for the Specified avoidance of doubt, Inactive Employees). At least two (2) Business Days prior to the Auction, Rudy’s Reloaded may provide Sellers a list of any Covered EmployeesEmployees that Rudy’s Reloaded, the Service Recipient and its Affiliates shall not, and the Service Recipient shall cause its Affiliates not to, without the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee one of the Service Provider or any other Buyers, would like to make an offer of its subsidiaries employment. Any such offer of employment will be effective as of the Closing Date and contingent upon the Closing. Each Covered Employee who is at any time engaged in providing any Service hereunder (each, accepts such offer of employment shall be deemed a “Covered Transferred Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment has been furloughed or is on an approved leave of absence as of the Closing (an “Inactive Employee”) shall not be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, no Buyer or their respective Affiliates shall be responsible for Liabilities relating to such Inactive Employee from and after the date such Inactive Employee becomes a Transferred Employee. Each Transferred Employee who becomes employed by a Buyer in connection with the Service Recipient transactions contemplated by this Agreement shall be eligible to receive the salary and benefits (excluding, severance and equity compensation) maintained for employees of Rudy’s Reloaded on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Rudy’s Reloaded. The employment of any Inactive Employee with Rudy’s Reloaded or any one of its Affiliates in response Affiliates, as applicable, shall be effective upon his or her return to a general solicitation of employment made by active work, provided that the Service Recipient Inactive Employee reports to work with Rudy’s Reloaded or any one of its Affiliates Affiliates, as applicable, within five (5) Business Days after the end of any such approved leave and, to the extent permitted by applicable Law, in a trade journal or other publication not targeted at any Covered Employee no event later than six (6) months following the later of the Service Provider or any of its subsidiaries. (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) the Service Provider shall no longer be obligated to provide any portion of the Service previously provided by such Covered Employee; and Closing Date or (ii) the Parties shall agree in good faith a reduction in the Charges, if applicable, to reflect the fact that such Covered Employee is no longer providing any portion repeal of the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following the date hereofapplicable Shelter-in- Place Laws, the Service Recipient may retain, or may cause one of its Affiliates to retainand, as an employee of the Business any of the employees set forth on Exhibit B (each such employeedate, a “Specified Covered Employee”). In the event that any Specified Covered such Inactive Employee has not been retained as an employee of the Business on or prior to the date that is twelve (12) months following the date hereof: (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [a Transferred

Covered Employees. (a) From Buyer shall offer employment to all of the date hereof until the last date on which any Service is provided hereunder and for Covered Employees employed at a period of eighteen Store (18) months thereafterincluding, except for the Specified avoidance of doubt, Inactive Employees). At least two (2) Business Days prior to the Closing Date, Buyer shall provide Sellers a list of any non-Store Covered EmployeesEmployees that Buyer would like to make an offer of employment. Any such offer of employment will be effective as of the Closing Date and contingent upon the Closing, and with respect to each of the Service Recipient Covered Employees who is then employed by Sellers or their respective Subsidiaries shall be at the same location, at the same base wage or hourly rate, with employee benefits which are substantially comparable in the aggregate and on the same terms and conditions of employment (excluding, for the avoidance of doubt, severance) as in effect immediately prior to the Closing. Each Covered Employee who accepts such offer of employment shall be deemed a “Transferred Employee”; provided that any Covered Employee who is on an approved leave of absence as of the Closing (an “Inactive Employee”) shall not be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, Buyer and its Affiliates shall not, only be responsible for Liabilities relating to such Inactive Employee from and the Service Recipient shall cause its Affiliates not to, without the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of the Service Provider or any of its subsidiaries who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment with the Service Recipient or any of its Affiliates in response to a general solicitation of employment made by the Service Recipient or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of the Service Provider or any of its subsidiaries. (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) the Service Provider shall no longer be obligated to provide any portion of the Service previously provided by such Covered Employee; and (ii) the Parties shall agree in good faith a reduction in the Charges, if applicable, to reflect the fact that such Covered Employee is no longer providing any portion of the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following after the date hereof, the Service Recipient may retain, such Inactive Employee becomes a Transferred Employee. The employment of any Inactive Employee with Buyer or may cause one of its Affiliates to retainAffiliates, as an employee applicable, shall be effective upon his or her return to active work, provided that the Inactive Employee reports to work with Buyer or one of its Affiliates, as applicable, within five (5) Business Days after the Business end of any of the employees set forth on Exhibit B (each such employeeapproved leave and, a “Specified Covered Employee”). In the event that any Specified Covered Employee has not been retained as an employee of the Business on or prior to the date that is twelve extent permitted by applicable Law, in no event later than six (126) months following the date hereof: (i) the Service Provider Closing Date, and, as of such date, such Inactive Employee shall be entitleda Transferred Employee. Buyer, in its sole discretion shall also be permitted to offer employment to any Covered Employee that is not employed at its option, a Store and any such Covered Employee that accepts such offer of employment shall be a Transferred Employee. Sellers will reasonably cooperate with any reasonable requests by Buyer in order to terminate facilitate the offers of employment and the delivery of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [offers.

Covered Employees. (a) From the date hereof until the last date on which any Service is provided hereunder and for a period of eighteen (18) months thereafter, except for the Specified Covered Employees, the Service Recipient and its Affiliates shall not, and the Service Recipient shall cause its Affiliates not to, without the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of the Service Provider or any of its subsidiaries who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment with the Service Recipient or any of its Affiliates in response to a general solicitation of employment made by the Service Recipient or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of the Service Provider or any of its subsidiaries. (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) the Service Provider shall no longer be obligated to provide any portion of the Service previously provided by such Covered Employee; and (ii) the Parties shall agree in good faith a reduction in the Charges, if applicable, to reflect the fact that such Covered Employee is no longer providing any portion of the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following It is the date hereof, the Service Recipient may retain, or may cause one of its Affiliates to retain, as an employee intention of the Business any Parties that, on termination of this Agreement, each of the employees set forth on Exhibit B (each such employee, a “Specified Covered Employee”). In ) will transfer by operation of the event that Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) to the Service Recipient. (d) If for any reason on termination of this Agreement either TUPE does not apply or any Specified Covered Employee has does not been retained as an employee of the Business on or prior to the date that is twelve (12) months following the date hereof: become a Transferred Specified Covered Employee, (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [(ii) the Service Recipient shall pay, or cause to be paid, to the Service Provider an amount equal to all of the severance and transfer costs, as applicable, payable pursuant to the terms of such Specified Covered Employee’s employment arrangement or otherwise incurred by the Service Provider in connection with any such transfer. If any Specified Covered Employee becomes an employee of the Business during the term of this Agreement, the provisions of Sections 10(b)(i) and 10(b)(ii) shall apply in respect of such Specified Covered Employee.

Covered Employees. (a) From the date hereof until the last date on which any Service is provided hereunder and for a period of eighteen (18) months thereafter, except for the Specified Covered Employees, the Service Recipient and its Affiliates shall not, and the Service Recipient shall cause its Affiliates not to, without the Service Provider’s prior written consent, directly or indirectly, solicit for employment, employ or retain, as an employee, consultant or independent contractor, any officer or employee of the Service Provider or any of its subsidiaries who is at any time engaged in providing any Service hereunder (each, a “Covered Employee”); provided that this paragraph shall not preclude the Service Recipient or any of its Affiliates from employing any Covered Employee who seeks employment with the Service Recipient or any of its Affiliates in response to a general solicitation of employment made by the Service Recipient or any of its Affiliates in a trade journal or other publication not targeted at any Covered Employee of the Service Provider or any of its subsidiaries. (b) In the event that during the term of this Agreement the Service Recipient or any of its Affiliates hires a Covered Employee, with the prior written consent of the Service Provider and not otherwise in violation of Section 10(a): (i) the Service Provider shall no longer be obligated to provide any portion of the Service previously provided by such Covered Employee; and (ii) the Parties shall agree in good faith a reduction in the Charges, if applicable, to reflect the fact that such Covered Employee is no longer providing any portion of the Service that had previously been provided hereunder by such Covered Employee. (c) As promptly as practicable following It is the date hereof, the Service Recipient may retain, or may cause one of its Affiliates to retain, as an employee intention of the Business any Parties that, on termination of this Agreement, each of the employees Covered Employees set forth on Exhibit B (each such employeeCovered Employee, a “Specified Covered Employee”). In ) will transfer by operation of the event that Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) to the Service Recipient. (d) If for any reason on termination of this Agreement either TUPE does not apply or any Specified Covered Employee has does not been retained as an employee of the Business on or prior to the date that is twelve (12) months following the date hereof: become a Transferred Specified Covered Employee, (i) the Service Provider shall be entitled, at its option, to terminate the employment of such Specified Covered Employee or to transfer such Specified Covered Employee to another of its business functions; and [(ii) the Service Recipient shall pay, or cause to be paid, to the Service Provider an amount equal to all of the severance and transfer costs, as applicable, payable pursuant to the terms of such Specified Covered Employee’s employment arrangement or otherwise incurred by the Service Provider in connection with any such transfer. If any Specified Covered Employee becomes an employee of the Business during the term of this Agreement, the provisions of Sections 10(b)(i) and 10(b)(ii) shall apply in respect of such Specified Covered Employee.