Common use of Employee and Employee Benefit Matters Clause in Contracts

Employee and Employee Benefit Matters. (a) Section 6.5 of the Disclosure Schedule contains a list of the employees of the Seller to whom the Buyer intends to extend offers of employment (the "Business Employees"). (b) Effective as of the Closing, the Seller shall terminate the employment of each of the Business Employees whose terms and conditions of employment are not the subject of a collective bargaining agreement. Buyer shall offer employment to each such employee, terminable at the will of the Buyer, with initial compensation and benefits substantially equivalent, in the aggregate, to the compensation and benefits provided to such Business Employees by Seller and its ERISA Affiliates as of the date of this Agreement. (c) Effective as of the Closing, Seller shall terminate the employment of each of the Business Employees whose terms and conditions of employment are subject to a collective bargaining agreement. Buyer shall offer employment to each such employee on the terms and conditions specified by the collective bargaining agreement between Seller and UAW applicable to the Facility, and shall provide initial compensation and benefits as provided by the provisions of such collective bargaining agreement applicable to the Facility. (d) The Seller hereby consents to the hiring by the Buyer of any employees terminated pursuant to Sections 6.5(b) and (c) and waives, with respect to the employment by the Buyer of such employees, any claims or rights the Seller may have against the Buyer or any such employee under any non-competition, confidentiality, or employment agreement. (e) The parties recognize that the Business Employees are employees at will of the Seller, and nothing herein shall require the Seller to continue to employ such persons or to procure a replacement for any such person if he or she terminates his or her employment with the Seller. The intent of this provision is to permit the Seller to manage the Business in its reasonable business judgment from the date hereof through the Closing and to hire, fire, retain, and otherwise manage the Business Employees through the first date on which the Buyer has a facility operational in Evansville, Indiana. (f) The Buyer shall provide each Business Employee with credit for all service with the Seller for purposes of determining eligibility to participate, vesting or qualification or eligibility for any benefit or privilege (including vacation) based on length of service under any Buyer benefit plan (but excluding determining benefit accruals under any Buyer benefit plan that is a defined benefit plan as defined under Section 3(35) of ERISA). (g) Seller agrees to indemnify and hold harmless Buyer and its ERISA Affiliates from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel arising out of the employment, or failure to employ, in the Business any individual by Seller or any ERISA Affiliate for any period ending on or before the Closing Date or arising out of any employee benefit plan or arrangement maintained by Seller or any ERISA Affiliate. (h) Buyer agrees to indemnify and hold harmless Seller and its ERISA Affiliates from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel arising out of the employment, or failure to employ, any individual by Buyer for any period after the Closing Date or arising out of any employee benefit plan or arrangement maintained by Buyer after the Closing Date.

Employee and Employee Benefit Matters. (a) Section 6.5 of the Disclosure Schedule contains The Contributors have provided Dynegy with (i) a list of all of the current employees of such Contributed Entity and (ii) a list of employees employed by the Seller Contributors or their affiliates that the Contributors or their affiliates will make available to whom Dynegy to discuss potential employment with Newco or its affiliates. (The employees described in this Section 7.17(a) are referred to as the Buyer intends to extend offers of employment (the "Business “Available Employees"”). (b) Effective as Within 15 business days following the execution of the Closingthis Agreement, the Seller shall terminate the employment of Contributors will provide Dynegy with such employee information as is reasonably requested by Dynegy relating to each of the Business Employees whose terms Available Employee, including, but not limited to, such employee’s name, job title, work location, compensation, benefits and conditions of employment are not the subject of whether such employee is covered by a collective bargaining agreement. Buyer shall offer employment to each such employee, terminable at the will of the Buyer, agreement or other agreement with initial compensation and benefits substantially equivalent, in the aggregate, to the compensation and benefits provided to such Business Employees by Seller and its ERISA Affiliates as of the date of this Agreementany labor representative. (c) Within 45 days after the execution of this Agreement: (i) Dynegy shall make offers of employment to a list of the Available Employees that have been agreed between Dynegy and the Contributors, to be employed after the Effective Time by Newco or its affiliates, and such offer shall include such terms, conditions and provisions as are determined by Dynegy, in its sole discretion; provided that Dynegy shall provide the Contributors with copies of all such offers at least five business days prior to making each such offer, and (ii) Dynegy shall provide the Contributors with a list of the Available Employees to whom it has made offers of employment. Within 90 days after the execution of this Agreement, Dynegy shall notify the Contributors as to (i) each Available Employee who has indicated an intent to accept employment with Newco or any of its affiliates (which acceptance may be conditioned upon the occurrence of the Closing and other typical hiring policies), and (ii) each Available Employee who has rejected the offer of employment. The employment of each Available Employee with Newco or its affiliates shall be effective as of the Closing, Seller shall terminate the employment of each of the Business Employees whose terms and conditions of employment are subject Effective Time. (Each Available Employee who becomes employed by Newco or its affiliates in accordance with this Section 7.15(c) is referred to as a collective bargaining agreement“Continued Employee”). Buyer shall offer employment Subject to each such employee on the terms and conditions specified by the collective bargaining agreement between Seller and UAW applicable to the Facility, and shall provide initial compensation and benefits as provided by the provisions of such collective bargaining any employment agreement applicable to the Facilityany Continued Employee, all Continued Employees shall be at-will employees of Dynegy. (d) The Seller hereby consents Prior to the hiring Closing Date, each Available Employee, who is employed by any Contributed Entity and who has not received or accepted an offer of employment in accordance with Section 7.17(c), shall be terminated from such employment or such employment shall be transferred to a Contributor, and the Buyer of any employees terminated pursuant Contributors shall be solely responsible and liable for all claims, obligations, costs and liabilities, including all compensation, benefit and severance payments, related to Sections 6.5(b) and (c) and waives, with respect to the employment by the Buyer of such employees, any claims or rights the Seller may have against the Buyer or any such employee under any non-competition, confidentiality, or employment agreementemployee. (e) The parties recognize that Subject to the Business rights of a Continued Employee under any Contributed Entity Plan, immediately prior to the Effective Time, the Continued Employees are employees at will shall cease participation in all Contributed Entity Plans. Neither Dynegy nor Newco shall assume any of the Seller, and nothing herein shall require the Seller to continue to employ such persons Contributed Entity Plans or to procure a replacement for have any such person if he liability or she terminates his or her employment with the Seller. The intent of this provision is to permit the Seller to manage the Business in its reasonable business judgment from the date hereof through the Closing and to hire, fire, retain, and otherwise manage the Business Employees through the first date on which the Buyer has a facility operational in Evansville, Indianaother obligations relating thereto. (f) The Buyer From and after the Effective Time, Newco shall provide cause each Business Continued Employee to be provided with credit for all service with the Seller for purposes compensation and benefits on a basis substantially similar to those provided to similarly situated employees of determining eligibility to participate, vesting or qualification or eligibility for any benefit or privilege (including vacation) based on length of service under any Buyer benefit plan (but excluding determining benefit accruals under any Buyer benefit plan that is a defined benefit plan as defined under Section 3(35) of ERISA)Newco and its subsidiaries. (g) Seller agrees Immediately prior to indemnify and hold harmless Buyer and its ERISA Affiliates from and with respect the Effective Time, the Contributors shall transfer or cause to any be transferred, to a Contributor, the sponsorship of all Contributed Entity Plans and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel arising out of the employment, similar plans or failure to employ, in the Business any individual by Seller or any ERISA Affiliate for any period ending on or before the Closing Date or arising out of any employee benefit plan or arrangement arrangements maintained by Seller any Contributed Entity, and the Contributors shall assume or retain, as applicable, all liabilities and other obligations under or relating to such Contributed Entity Plans. In addition, immediately prior to the Effective Time, the Contributors shall cause the withdrawal from participation by any ERISA AffiliateContributed Entity in any Contributed Entity Plan that is not maintained by any Contributed Entity, and the Contributors shall assume or retain, as applicable, all liabilities and other obligations under or relating to such plans and the termination of participation therein. (h) Buyer agrees Nothing in this Agreement shall be deemed to indemnify and hold harmless Seller and its ERISA Affiliates from and confer upon any person (nor any beneficiary thereof) any rights under or with respect to any and all claimsplan, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel arising out of the employmentprogram, or failure arrangement described in or contemplated by this Agreement, and each person (and any beneficiary thereof) shall be entitled to employ, any individual by Buyer for any period after look only to the Closing Date or arising out express terms of any employee benefit plan such plan, program or arrangement maintained by Buyer after the Closing Datefor his or her rights thereunder.

Employee and Employee Benefit Matters. (a) Section 6.5 of the Disclosure Schedule contains At a list of the employees of the Seller time mutually agreeable to whom the Buyer intends to and Seller, Buyer shall extend offers of employment on an at-will basis effective as of the Closing Date to such Personnel mutually agreeable to Buyer and Seller who are employees of Seller as part of the Division as of the close of business on the Closing Date, and all such employees who accept Buyer’s offers are “Transferred Employees”. However, nothing in this Agreement shall be construed as granting any of the Personnel any rights under this Agreement, including the right to employment by any Person. Upon acceptance by any of the Personnel of the employment offer by Buyer, Buyer shall notify Seller of such event and Seller shall obtain the resignation of such Transferred Employee effective as of Closing Date, and provide him or her with any right and entitlement owed to him or her according to any applicable law, as if such resignation was considered as a dismissal, including (but not limited to) severance pay, redemption of accrued vacation days, convalescence pay etc. In addition, Seller shall cause all Transferred Employees to sign a letter of release and waiver in the "Business Employees")form attached hereto as Exhibit 6.5A, whereby each Transferred Employee (a) releases and waives any rights he or she may have under any agreement with Seller, (b) resigns from his or her employment with Seller, (c) confirms the receipt of all funds due and payable to him or her for the period of employment preceding and including the Closing Date and in connection with the termination of any such agreement or employment by Seller; (d) waives any and all claims and demands against the Seller, its officers and agents in connection with such Transferred Employee’s employment with the Seller and the termination thereof, and (e) including any waiver of right to receive options or other securities of Seller and shall deliver to Buyer copies thereof. Buyer and Parent shall assist Seller in this matter as requested by Seller. (b) Effective as of the Closing, the Seller shall terminate the employment of each of the Business Employees whose terms Parent and conditions of employment Buyer will provide or cause to be provided employee benefits that are not the subject of a collective bargaining agreement. Buyer shall offer employment to each such employee, terminable at the will of the Buyer, with initial compensation and benefits least substantially equivalent, in the aggregate, to the compensation and benefits that were provided to such Business Transferred Employees by Seller and its ERISA Affiliates as of under the date of this AgreementEmployee Plans immediately prior to the Closing Date. (c) Effective Parent and Buyer shall not assume responsibility for any Transferred Employee until the Closing Date, but in no event whatsoever shall Parent and Buyer assume any responsibility for any commitment, obligation, duty or liability whatsoever (i) of Seller to any Transferred Employee, or (ii) to any Transferred Employee that arose prior to and through the Closing Date, including the obligation to pay severance pay, to redeem unused annual leave or any other rights that might result from the termination of employment, except as expressly set forth herein or by law. Parent and Buyer shall not assume responsibility for any employee of Seller who is not a Transferred Employee. For the Closingavoidance of any doubt, Seller shall terminate the employment of each of the Business Employees whose terms and conditions of employment are subject to a collective bargaining agreement. Buyer shall offer employment to each such employee on the terms and conditions specified by the collective bargaining agreement between Seller and UAW applicable not be liable for any obligations to the Facility, and shall provide initial compensation and benefits as provided by the provisions of such collective bargaining agreement applicable to the Facility. (d) The Seller hereby consents to the hiring by the Buyer of any employees terminated pursuant to Sections 6.5(b) and (c) and waives, Transferred Employees with respect to the employment by the Buyer of such employees, any claims or rights the Seller may have against the Buyer or any such employee under any non-competition, confidentiality, or employment agreement. (e) The parties recognize that the Business Employees are employees at will of the Seller, and nothing herein shall require the Seller to continue to employ such persons or to procure a replacement for any such person if he or she terminates his or her employment with the Seller. The intent of this provision is to permit the Seller to manage the Business in its reasonable business judgment from seniority after the date hereof through the Closing and to hire, fire, retain, and otherwise manage the Business Employees through the first date on which the Buyer has a facility operational in Evansville, Indianaof termination. (f) The Buyer shall provide each Business Employee with credit for all service with the Seller for purposes of determining eligibility to participate, vesting or qualification or eligibility for any benefit or privilege (including vacation) based on length of service under any Buyer benefit plan (but excluding determining benefit accruals under any Buyer benefit plan that is a defined benefit plan as defined under Section 3(35) of ERISA). (g) Seller agrees to indemnify and hold harmless Buyer and its ERISA Affiliates from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel arising out of the employment, or failure to employ, in the Business any individual by Seller or any ERISA Affiliate for any period ending on or before the Closing Date or arising out of any employee benefit plan or arrangement maintained by Seller or any ERISA Affiliate. (h) Buyer agrees to indemnify and hold harmless Seller and its ERISA Affiliates from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel arising out of the employment, or failure to employ, any individual by Buyer for any period after the Closing Date or arising out of any employee benefit plan or arrangement maintained by Buyer after the Closing Date.