Common use of Delayed Transfer Employees Clause in Contracts

Delayed Transfer Employees. Unless Verizon and Idearc shall otherwise agree in a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Employee to any member of the Idearc Group after the Distribution Date (each, a “Delayed Transfer Employee”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had such Delayed Transfer Employee been an Idearc Employee as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee, such Employee’s Transfer Date shall be substituted for the Distribution Date; provided that in no event shall the period of any commitment regarding the benefits to be continued on behalf of such Delayed Transfer Employee continue in effect beyond the date it would otherwise have expired if his or her employment had transferred as of the Distribution Date. Notwithstanding anything else contained herein to the contrary, to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned to such Designated Idearc Subsidiary.

Delayed Transfer Employees. Unless Verizon The Parties recognize that a certain number of the COP Group Employees who are Delayed Transfer Employees will be providing services to the Xxxxxxxx 66 Group pursuant to the terms of the Transition Services Agreement and Idearc shall otherwise agree in that certain of such Employees will be transferred to a written agreement signed by each partyXxxxxxxx 66 Entity at or around the time of the termination of the services being provided under the Transition Services Agreement. In addition, the Parties recognize that it is in the event that such parties agree best interest of both Parties to transfer defer the employment transfers of any Verizon Employee to any member of the Idearc Group certain other Delayed Transfer Employees until after the Distribution Date Date. Furthermore, the Parties recognize the possibility that an Employee may be transferred to the Xxxxxxxx 66 Group and become a Xxxxxxxx 66 Group Employee at the Effective Time, but at a later time (eachno later than December 31, a “Delayed Transfer Employee”2012), then effective as be transferred back to the COP Group and become a COP Group Employee, upon the approval of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee both COP and cease to be a Verizon EmployeeXxxxxxxx 66. As of Effective not later than the Transfer Date or such later date as is specified in this Agreement the notice provided by COP (if to a COP Group Employee) or such other date by Xxxxxxxx 66 (if to a Xxxxxxxx 66 Group Employee), Delayed Transfer Employees will be transferred to the Xxxxxxxx 66 Group or to the COP Group, as applicable. The Parties will cooperate and negotiate in good faith to amend the Transfer Dates as may otherwise reasonably be agreed in writing required by and between Verizon and Idearc)the Parties, all Liabilities taking into consideration (i) any adjustments to the termination of the type and nature applicable services under the Transition Services Agreement for which a Delayed Transfer Employee was primarily providing support under such agreement in order to avoid any material disruptions in the applicable services being provided under such agreement, (ii) any adjustments in the work assignments of the applicable Delayed Transfer Employee for the COP Group or the Xxxxxxxx 66 Group that would have been transferred to an Idearc Plan or assumed by Idearc had reasonably require the Transfer Date of such Delayed Transfer Employee been an Idearc Employee as of to be adjusted, and (iii) the Distribution Date shall be assumed by Idearc or such other member of need to avoid any break in service for the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee, such Employee’s Transfer Date shall be substituted for the Distribution DateEmployees; provided that in no event shall the period of Transfer Date for any commitment regarding the benefits to be continued on behalf of such Delayed Transfer Employee continue in effect extend more than the earlier of December 31, 2012 or three (3) months beyond the date it would otherwise have expired if his or her employment had applicable Transfer Date provided in the notice. Notwithstanding anything to the contrary in this Agreement, Delayed Transfer Employees who are COP Group Employees as of immediately following the Effective Time and are subsequently transferred to the Xxxxxxxx 66 Group pursuant to this Section 3.1(c) shall be treated as COP Group Employees for all purposes of this Agreement until their actual transfer, upon and following which they shall be treated as Xxxxxxxx 66 Group Employees for all purposes of this Agreement. Notwithstanding anything to the contrary in this Agreement, Delayed Transfer Employees who are Xxxxxxxx 66 Group Employees as of the day immediately following the Distribution Date. Notwithstanding anything else contained herein Date and are subsequently transferred to the contraryCOP Group pursuant to this Section 3.1(c) shall be treated as Xxxxxxxx 66 Group Employees for all purposes of this Agreement during their time served as an employee of the Xxxxxxxx 66 Group, to the extent that Idearc allocates dutiesuntil their actual transfer, responsibilities, obligations or Liabilities to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary upon and following which they shall be treated as COP Group Employees for all purposes of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned to such Designated Idearc Subsidiarythis Agreement.

Delayed Transfer Employees. Unless Verizon and Idearc (i) Each MRO Unvested Option held by a Delayed Transfer Employee who is an MRO Employee shall otherwise agree in be adjusted under Section 13.2(a) on the same basis as any other MRO Unvested Option. Each MRO Unvested Option held by a written agreement signed Delayed Transfer Employee who is an MPC Employee shall be adjusted under Section 13.2(b) on the same basis as any other MRO Unvested Option held by other MPC Employees. (ii) Each Remaining MRO Unvested Option outstanding under the MRO Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Petroleum common stock (each party, in the event that such parties agree to transfer the employment of any Verizon Employee to any member of the Idearc Group after the Distribution Date (eachoption, a “Delayed Transfer EmployeeMPC Option”), then effective as ) pursuant to the terms of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee MPC Incentive Compensation Plan and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had such Delayed Transfer Employee been an Idearc Employee as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties subject to terms and obligations of the Parties hereunder in respect of any conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii). The exercise price and number of shares subject to such Delayed Transfer MPC Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date shall be substituted for and (y) the Distribution Date; provided that in no event shall MPC Delayed Price Ratio, rounded up or down to the period nearest whole cent with one-half cents being rounded up and (B) the number of any commitment regarding the benefits shares of Marathon Petroleum common stock subject to be continued on behalf of each such Delayed Transfer MPC Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares rounded down to the nearest whole share. (iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan held by a Delayed Transfer Employee continue in effect beyond who transfers from the date it would otherwise have expired if his or her employment had transferred MPC Group to the MRO Group shall be converted as of the Distribution Date. Notwithstanding anything else contained herein such Transfer Date into an option to purchase shares of Marathon Oil common stock (each such option, a “Delayed Transfer MRO Option”) pursuant to the contrary, terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to (to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities practicable) the terms and conditions applicable to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned corresponding MPC Unvested Option immediately prior to such Designated Idearc SubsidiaryDelayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(iii). The exercise price and number of shares subject to such Delayed Transfer MRO Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MRO Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock subject to each such Delayed Transfer MRO Option shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares rounded down to the nearest whole share.

Delayed Transfer Employees. Unless Verizon and Idearc shall otherwise agree in (i) MRO Restricted Stock held by a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Employee to any member of the Idearc Group after the Distribution Date (each, a “Delayed Transfer Employee”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had such Delayed Transfer Employee been who is employed by MPC or Speedway immediately following the Effective Time shall be adjusted under Section 13.5(a) on the same basis as any other MRO Restricted Stock held by any other MPC Employee or Speedway Employee. MRO Restricted Stock held by a Delayed Transfer Employee who is employed by MRO immediately following the Effective Time shall be adjusted under Section 13.5 on the same basis as any other MRO Restricted Stock held by an Idearc individual who is not an MPC Employee or Speedway Employee. (ii) MRO Restricted Stock held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee’s Transfer Date into MPC Restricted Stock (such stock, “Delayed Transfer MPC Restricted Stock”). Delayed Transfer MPC Restricted Stock shall be issued pursuant to the terms of the MPC 2011 Incentive Compensation Plan and shall be subject to terms and conditions after the holder’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding MRO Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.5(c)(ii). The number of shares of Delayed Transfer MPC Restricted stock subject to each grant shall be determined by multiplying (A) the number of shares of MRO Restricted Stock subject to each grant by (B) the MPC Delayed Share Ratio. Any fractional shares which result from such calculation shall be rounded up to the nearest whole share. (iii) MPC Restricted Stock held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into MRO Restricted Stock (such stock, “Delayed Transfer MRO Restricted Stock”). Delayed Transfer MRO Restricted Stock shall be substituted for issued pursuant to the Distribution Date; provided terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after the holder’s Transfer Date that in no event shall are substantially similar to the period of any commitment regarding terms and conditions applicable to the benefits corresponding MPC Restricted Stock grant immediately prior to be continued on behalf of such Delayed Transfer Employee continue Employee’s Transfer Date, except as provided in effect beyond this Section 13.5(c)(iii). The number of shares of Delayed Transfer MRO Restricted stock subject to each grant shall be determined by multiplying (A) the date it would otherwise have expired if his or her employment had transferred as number of shares of MPC Restricted Stock subject to each grant by (B) the Distribution DateMRO Delayed Share Ratio. Notwithstanding anything else contained herein Any fractional shares which result from such calculation shall be rounded up to the contrary, to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned to such Designated Idearc Subsidiarynearest whole share.

Delayed Transfer Employees. Unless Verizon and Idearc shall otherwise agree in (i) Each NTELOS Option held by a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Delayed Transfer Employee to any member of the Idearc Group after at the Distribution Date Time (each, other than a “Joint Service Employee) shall be adjusted under Section 14.2(a) on the same basis as any other NTELOS Option. (ii) Each Remaining NTELOS Option outstanding under the NTELOS Stock Plans held by a Delayed Transfer Employee”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had on such Delayed Transfer Employee been an Idearc Employee as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee, such Employee’s Transfer Date shall be substituted for converted as of such Transfer Date into an option to purchase shares of Wireline Common Stock (each such option, a “Delayed Transfer Wireline Option”) pursuant to the Distribution Date; provided that in no event shall terms of the period of any commitment regarding the benefits Wireline Equity Incentive Plan subject to be continued on behalf of terms and conditions after such Delayed Transfer Employee continue in effect beyond the date it would otherwise have expired if his or her employment had transferred as of the Distribution Date. Notwithstanding anything else contained herein Employee’s Transfer Date that are substantially similar to the contrary, (to the extent that Idearc allocates dutiespracticable) the terms and conditions applicable to the corresponding Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date. Subject to Section 14.2(f), responsibilitiesthe exercise price and number of shares subject to such Delayed Transfer Wireline Option shall be determined as follows: (i) the number of shares of Wireline Common Stock subject to each such Delayed Transfer Wireline Option shall be equal to the product of (x) the number of shares of NTELOS Common Stock subject to the corresponding Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Share Ratio, obligations or Liabilities with fractional shares rounded down to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligationsnearest whole share, and guarantees payment in respect (ii) the per-share exercise price of any Liabilities, assigned each such Delayed Transfer Wireline Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining NTELOS Option immediately prior to such Designated Idearc SubsidiaryDelayed Transfer Employee’s Transfer Date and (y) the Delayed Price Ratio, rounded up to the nearest whole cent.

Delayed Transfer Employees. Unless Verizon and Idearc shall otherwise agree in (i) Each NTELOS Option held by a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Delayed Transfer Employee to any member of the Idearc Group after at the Distribution Date Time (each, other than a “Joint Service Employee) shall be adjusted under Section 14.2(a) on the same basis as any other NTELOS Option. (ii) Each Remaining NTELOS Option outstanding under the NTELOS Stock Plans held by a Delayed Transfer Employee”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had on such Delayed Transfer Employee been an Idearc Employee as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee, such Employee’s Transfer Date shall be substituted for converted as of such Transfer Date into an option to purchase shares of Wireline Common Stock (each such option, a “Delayed Transfer Wireline Option”) pursuant to the Distribution Date; provided that in no event shall terms of the period of any commitment regarding the benefits Wireline Equity Incentive Plan subject to be continued on behalf of terms and conditions after such Delayed Transfer Employee continue in effect beyond the date it would otherwise have expired if his or her employment had transferred as of the Distribution Date. Notwithstanding anything else contained herein Employee’s Transfer Date that are substantially similar to the contrary, (to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities practicable) the terms and conditions applicable to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned corresponding Remaining NTELOS Option immediately prior to such Designated Idearc SubsidiaryDelayed Transfer Employee’s Transfer Date. Subject to Section 14.2(f), the exercise price and number of shares subject to such Delayed Transfer Wireline Option shall be determined as follows: (i) the number of shares of Wireline Common Stock subject to each such Delayed Transfer Wireline Option shall be equal to the product of (x) the number of shares of NTELOS Common Stock subject to the corresponding Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Delayed Transfer Wireline Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Price Ratio, rounded up to the nearest whole cent.

Delayed Transfer Employees. Unless Verizon and Idearc shall otherwise agree in (i) MRO Restricted Stock held by a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Employee to any member of the Idearc Group after the Distribution Date (each, a “Delayed Transfer Employee”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had such Delayed Transfer Employee been who is employed by MPC or Speedway immediately following the Effective Time shall be adjusted under Section 13.5(a) on the same basis as any other MRO Restricted Stock held by any other MPC Employee or Speedway Employee. MRO Restricted Stock held by a Delayed Transfer Employee who is employed by MRO immediately following the Effective Time shall be adjusted under Section 13.5 on the same basis as any other MRO Restricted Stock held by an Idearc individual who is not an MPC Employee or Speedway Employee. (ii) MRO Restricted Stock held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee’s Transfer Date into MPC Restricted Stock (such stock, “Delayed Transfer MPC Restricted Stock”). Delayed Transfer MPC Restricted Stock shall be issued pursuant to the terms of the MPC 2011 Incentive Compensation Plan and shall be subject to terms and conditions after the holder’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding MRO Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.5(c)(ii). The number of shares of Delayed Transfer MPC Restricted stock subject to each grant shall be determined by multiplying (A) the number of shares of MRO Restricted Stock subject to each grant by (B) the MPC Delayed Share Ratio. Any fractional shares which result from such calculation shall be shall be rounded down to the nearest whole share or maintained as fractional shares. (iii) MPC Restricted Stock held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into MRO Restricted Stock (such stock, “Delayed Transfer MRO Restricted Stock”). Delayed Transfer MRO Restricted Stock shall be substituted for issued pursuant to the Distribution Date; provided terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after the holder’s Transfer Date that in no event shall are substantially similar to the period of any commitment regarding terms and conditions applicable to the benefits corresponding MPC Restricted Stock grant immediately prior to be continued on behalf of such Delayed Transfer Employee continue Employee’s Transfer Date, except as provided in effect beyond this Section 13.5(c)(iii). The number of shares of Delayed Transfer MRO Restricted stock subject to each grant shall be determined by multiplying (A) the date it would otherwise have expired if his or her employment had transferred as number of shares of MPC Restricted Stock subject to each grant by (B) the Distribution DateMRO Delayed Share Ratio. Notwithstanding anything else contained herein Any fractional shares which result from such calculation shall be shall be rounded down to the contrary, to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned to such Designated Idearc Subsidiarynearest whole shareor maintained as fractional shares.