Common use of Employee Transfer Clause in Contracts

Employee Transfer. HP-OMS shall assure that the level and quality of services are maintained throughout the transfer of employees from Tecnomatix to HP-OMS directly or to its affiliates or authorized HP-OMS Subcontractors, as will be decided by HP-OMS. HP-OMS will encourage employees to continue in their roles, subject to cost and effectiveness constraints (but not less than the minimum salary offers set out in Table 3 below), assuring that significant operational and industry knowledge will be retained in the personnel within HP- OMS which are delivering the Services to the Customer's. The basic principle underlying the responsibilities of the parties with respect to the Transitioned Employees is the following one: Customer is, and shall remain at all times, responsible for all liabilities of any kind whatsoever relating to the Transitioned Employees which liabilities were created during the period prior to the Commencement Date (the "Pre-Commencement Date Period") (even if claimed later on with respect to such Pre-Commencement Date Period liabilities), and HP-OMS is responsible for all liabilities of any kind whatsoever relating to the Transitioned Employees which liabilities were created thereafter (i.e. after the Commencement Date). A party, who bore or paid, or will pay liability due by the other party, will be reimbursed and indemnified by that other party. HP-OMS (or its affiliates or authorized HP-OMS Contractors) shall make offers of employment as set out in this Exhibit F in order to retain nine (9) Customer employees from different countries, for a period of at least six (6) months after the Commencement Date, as follows: o ISRAEL - Four (4) Tecnomatix employees will be engaged by HP-OMS. o USA- Five (4) Tecnomatix employees will be engaged by HP-OMS' affiliates in the US or by an authorized HP-OMS S ubcontractor. o FRANCE - These Customer Sites have a total of one IT Employee, which employee will be not be engaged by HP-OMS. o GERMANY - These Customer Sites have a total of two It Employees - both will not be engaged by HP-OMS. HP-OMS (or its affiliates or authorized Subcontractors) will make offers of employment to the Transitioned Employees in Israel and the USA after an agreed date prior to the Commencement Date on which the parties shall announce the outsourcing project under the Agreement to the Customer Employees (the "CUSTOMER NOTIFICATION DATE"). The minimal salary offers by HP-OMS to the employees will be based on the total respective employer cost per year as detailed in TABLE 3 below. For the avoidance of doubt, such offers shall contain terms and conditions for salary and benefits which are not less favorable to the Transitioned Employee than those terms and conditions which were in effect immediately prior to the Commencement Date, as set out in the applicable employment contract between Customer and such individuals. HP-OMS acknowledges receipt of such employment contracts were provided during Due Diligence. PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC Employee Transfer Agreement In the Israel site, the applicable Transitioned Employees will be engaged by HP-OMS. In the U.S.A sites, applicable Transitioned Employees will be engaged by HP-OMS' affiliates in the US or by an authorized HP-OMS Subcontractor.

Employee Transfer. HP-OMS (a) Prior to the Closing, the Seller shall assure procure that the level Pre-Closing Employee Transfer shall be carried out and quality of services are maintained throughout the transfer of employees from Tecnomatix to HP-OMS directly or to its affiliates or authorized HP-OMS Subcontractors, completed as will be decided by HP-OMS. HP-OMS will encourage employees to continue in their roles, subject to cost and effectiveness constraints follows: (i) Promptly after (but not less in any event no later than thirty (30) Business Days after) the date of this Agreement, the Seller shall procure that an employee transfer agreement (the Employee Transfer Agreement) be duly executed among each of the employees of the Group Companies (other than those indicated as “Remaining Employees” in Schedule 7 hereto), an Affiliate of the Seller (being JDDH) and the relevant Group Company, pursuant to and upon the execution of which the current employment by the relevant Group Company of such employee shall terminate and such employee shall be employed by JDDH. (ii) Within thirty (30) Business Days following the execution of an Employee Transfer Agreement, the Seller shall cause to be paid by the relevant Group Company to such employee the amount (the Employee Payment Amount) equal to all of the compensations, benefits, severance and other amounts in respect of the employment of such employee by the such Group Company and the termination of the employment thereof. The Seller shall promptly notify the Purchaser of the status of the Pre-Closing Employee Transfer and provide relevant internal evidencing documents to the Purchaser. (iii) Upon the completion of the Pre-Closing Employee Transfer, the Group Companies shall cease to have employment relationship with any person other than the minimum salary offers set out individuals indicated as “Remaining Employees” in Table 3 below)Schedule 7 hereto. (iv) The Seller shall procure that the Pre-Closing Employee Transfer be completed, assuring that significant operational and industry knowledge will this clause 5.5 (a) be retained implemented, (x) in accordance with the Applicable Laws and (y) without the Group Companies and the Purchaser incurring or remaining liable for any costs, expenses or liabilities other than the Employee Payment Amount (but only to the extent such Employee Payment Amount has been taken into account in the personnel within HP- OMS which are delivering Final Purchase Price for Completed Assets). (b) After the Services Closing, the Seller shall procure that the Post-Closing Employee Transfer be carried out and completed as follows: (i) After the Closing, the Group Companies shall continue to pay the compensations, benefits or other amounts (the Post Closing Employee Compensations) in respect of the employment of the “Remaining Employees” in Schedule 7 hereto, but only to the Customer's. The basic principle underlying extent the responsibilities management fees payable under the Asset Management Agreements are reduced by such payment as provided thereunder. (ii) Promptly after the Closing Date but in any event no later than the first anniversary of the parties with respect to the Transitioned Employees is the following one: Customer is, and shall remain at all times, responsible for all liabilities of any kind whatsoever relating to the Transitioned Employees which liabilities were created during the period prior to the Commencement Closing Date (the "PrePost-Commencement Date Period"Closing Employee Transfer Date), the Seller shall procure that an Employee Transfer Agreement be duly executed among each of the employees indicated as “Remaining Employees” in Schedule 7 hereto, JDDH and the relevant Group Company, pursuant to and upon the execution of which the current employment by the relevant Group Company of such employee shall terminate and such employee shall be employed by JDDH or its Affiliates no later than the Post-Closing Employee Transfer Date. (iii) Within thirty (even if claimed 30) Business Days following the execution of an Employee Transfer Agreement and in any event no later on with respect than the Post-Closing Employee Transfer Date, the Seller shall cause to be paid by the relevant Group Company) to such Pre-Commencement Date Period liabilities), and HP-OMS is responsible for all liabilities of any kind whatsoever relating employee the Employee Payment Amount payable to the Transitioned Employees which liabilities were created thereafter (i.e. after the Commencement Date). A party, who bore or paid, or will pay liability due by the other party, will be reimbursed and indemnified by that other party. HP-OMS (or its affiliates or authorized HP-OMS Contractors) shall make offers of employment as set out in this Exhibit F in order to retain nine (9) Customer employees from different countries, for a period of at least six (6) months after the Commencement Date, as follows: o ISRAEL - Four (4) Tecnomatix employees will be engaged by HP-OMS. o USA- Five (4) Tecnomatix employees will be engaged by HP-OMS' affiliates in the US or by an authorized HP-OMS S ubcontractor. o FRANCE - These Customer Sites have a total of one IT Employee, which employee will be not be engaged by HP-OMS. o GERMANY - These Customer Sites have a total of two It Employees - both will not be engaged by HP-OMS. HP-OMS (or its affiliates or authorized Subcontractors) will make offers of employment to the Transitioned Employees in Israel and the USA after an agreed date prior to the Commencement Date on which the parties shall announce the outsourcing project under the Agreement to the Customer Employees (the "CUSTOMER NOTIFICATION DATE"). The minimal salary offers by HP-OMS to the employees will be based on the total respective employer cost per year as detailed in TABLE 3 belowsuch employee. For the avoidance of doubt, such offers Employee Payment Amount constitutes the Post Closing Employee Compensation and shall contain terms reduce the management fees payable under the Asset Management Agreements as provided thereunder. (iv) The Seller shall promptly notify the Purchaser of the status of the Post-Closing Employee Transfer and conditions for salary and benefits which are not less favorable provide relevant internal evidencing documents to the Transitioned Purchaser. (v) Upon the completion of the Post-Closing Employee than those terms Transfer, the Group Companies shall cease to have employment relationship with any person. (vi) The Seller shall procure that the Post-Closing Employee Transfer be completed, and conditions which were in effect immediately this Clause 5.5 (b) be implemented, (x) prior to the Commencement Post-Closing Employee Transfer Date, as (y) in accordance with the Applicable Laws and (z) without the Group Companies and the Purchaser incurring or remaining liable for any costs, expenses or liabilities other than the Post Closing Employee Compensations (including all the Employee Payment Amounts) (but only to the extent the Post Closing Employee Compensations have reduced the management fees otherwise payable under the Asset Management Agreements). (c) Subject to the Closing having occurred, (x) if the Post-Closing Employee Transfer in respect of any employee is completed on or before the Post-Closing Employee Transfer Date, the Purchaser shall pay the Holdback Amount for Employee Transfer in respect of such employee to the Seller at the same time of the payment in respect of the CIP Asset that has thereafter first satisfied the Payment Conditions for CIP Assets and (y) if the Post-Closing Employee Transfer in respect of any employee fails to be completed on or before the Post-Closing Employee Transfer Date, the Seller’s right to receive the Holdback Amount for Employee Transfer in respect of such employee shall immediately be forfeited and the Seller shall no longer be entitled to the Holdback Amount for Employee Transfer in respect of such employee. The Holdback Amount for Employee Transfer in respect of an employee shall be set out in the applicable employment contract between Customer and such individuals. HP-OMS acknowledges receipt of such employment contracts were provided during Due Diligence. PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC column entitled “Maximum Employee Transfer Agreement In the Israel site, the applicable Transitioned Employees will be engaged by HP-OMS. In the U.S.A sites, applicable Transitioned Employees will be engaged by HP-OMS' affiliates Dismission Compensation” in the US or by an authorized HP-OMS SubcontractorSchedule 7.

Employee Transfer. HP-OMS (1) The Seller shall assure that the level and quality of services are maintained throughout the transfer of employees from Tecnomatix to HP-OMS directly or to its affiliates or authorized HP-OMS Subcontractors, as will be decided by HP-OMS. HP-OMS will encourage employees to continue in their roles, subject to cost and effectiveness constraints update Schedule 3.18 no later than ten (but not less than the minimum salary offers set out in Table 3 below), assuring that significant operational and industry knowledge will be retained in the personnel within HP- OMS which are delivering the Services 10) days prior to the Customer's. The basic principle underlying the responsibilities of the parties Closing Date to reflect, with respect to the Transitioned Business Employees, the most current information required to be included on such Schedule for the Business Employees is of the following one: Customer isSeller, including, all hires, promotions, demotions, terminations, transfers or other status, compensation and benefit changes and attrition, and shall remain at all timesfurther accruals or reductions in the Ordinary Course of Business, responsible for all liabilities of any kind whatsoever relating to the Transitioned Employees which liabilities were created during the period and as soon as reasonably practicable prior to the Commencement Date Closing Date, the Seller shall provide the Buyer with written notice of any changes to the most recent updated Schedule 3.18. The Buyer shall (1) offer employment to each Business Employee of the Seller who is Active (as hereafter defined) as of the Closing Date; provided, however, that such offer shall be contingent upon (i) such Business Employee's timely completion of Form I-9 and confirmation of employment authorization by E-Verify, (ii) such Business Employee’s execution of the Buyer's offer letter (such offer letter will contain only the applicable contingencies provided for in this Section 9.4(a)), and (iii) with respect to salaried Business Employees, such Business Employee’s execution of the Buyer’s standard confidentiality agreement (collectively, the "Pre-Commencement Date PeriodHiring Conditions"), and (2) hire each Business Employee who satisfies the Hiring Conditions and accepts the offer of employment. The Buyer may rescind any such offer of employment if the Business Employee fails to satisfy the applicable Hiring Conditions; in which case, such Business Employee shall not be considered to have been employed by the Buyer. The Buyer shall have no Liabilities with respect to any Business Employee who fails to satisfy the Hiring Conditions or who does not accept the Buyer’s offer of employment. In addition, for any Business Employee who is not Active as of the Closing Date, the Buyer shall, within its sole discretion, consider for employment any such Business Employee who presents himself or herself to the Buyer for “Active” employment in the Business on or prior to the first anniversary of the Closing Date. The terms and conditions of any such offer of employment shall be in the Buyer's sole discretion, subject to applicable Law. Each Business Employee of the Seller to whom the Buyer makes an offer of employment, who accepts the Buyer's offer of employment, who satisfies the Buyer's Hiring Conditions, and who actually commences employment with the Buyer is referred to herein as a "Hired Employee." For purposes of this Section 9.4(a), a Business Employee shall be "Active" if the Business Employee is not listed as "inactive" on Schedule 3.18 or any updated information provided with respect to Schedule 3.18. (even if claimed later on 2) The Seller shall be liable for and shall pay all wages, salaries, change of control payments, payroll taxes and employee benefits due, owing or accrued for all employees (including Business Employees and Hired Employees) through the Closing Date. All claims incurred or liabilities incurred or otherwise asserted under the Seller's Plans shall be the responsibility of the Seller, and the Buyer shall not have any liability with respect to such Pre-Commencement Date Period claims or liabilities). (3) With respect to any Business Employee who is not Active on the Closing Date, who presents himself or herself to the Buyer for Active employment in the Business on or prior to the first anniversary of the Closing Date, and HP-OMS who satisfies the Hiring Conditions, but is responsible not employed by the Buyer, the Buyer shall be liable for all employment claims and liabilities (including the actual amounts paid under such COBRA continuation coverage for claims of such Business Employee (less the aggregate amount paid by such Business Employee for COBRA continuation coverage under the applicable Seller's Plans to which such Business Employee is entitled to receive such coverage and timely elects and fully pays for the cost of such coverage) that arise out of the Seller’s termination of such Business Employee as a result of the Buyer’s decision not to employ such Business Employee (but not for claims that arise out of any kind whatsoever relating to other act or omission of the Transitioned Employees Seller for which liabilities were created thereafter (i.e. after the Commencement DateSeller shall remain liable). A party, who bore or paid, or will pay liability due by the other party, will be reimbursed and indemnified by that other party. HP-OMS (or its affiliates or authorized HP-OMS Contractors) shall make offers of employment as set out in this Exhibit F in order to retain nine (9) Customer employees from different countries, for a period of at least six (6) months after the Commencement Date, as follows: o ISRAEL - Four . (4) Tecnomatix For each Hired Employee whose employment with the Buyer subsequently terminates, the Buyer shall offer COBRA continuation coverage under its applicable group health plans to such Hired Employee (and any eligible dependents) if such Business Employee is entitled to receive such coverage. The Seller remains obligated to offer, and continue to provide or arrange to provide, COBRA continuation coverage to those employees will be engaged by HP-OMS. o USA- Five (4) Tecnomatix employees will be engaged by HP-OMS' affiliates in of the US or by an authorized HP-OMS S ubcontractor. o FRANCE - These Customer Sites have a total of one IT Employee, which employee will be not be engaged by HP-OMS. o GERMANY - These Customer Sites have a total of two It Employees - both will not be engaged by HP-OMS. HP-OMS (or its affiliates or authorized Subcontractors) will make offers of Seller whose employment to the Transitioned Employees in Israel and the USA after an agreed date terminated prior to the Commencement Date on which the parties shall announce the outsourcing project under the Agreement to the Customer Employees (the "CUSTOMER NOTIFICATION DATE"). The minimal salary offers by HP-OMS to the employees will be based on the total respective employer cost per year as detailed in TABLE 3 below. For the avoidance of doubt, such offers shall contain terms and conditions for salary and benefits which are not less favorable to the Transitioned Employee than those terms and conditions which were in effect immediately prior to the Commencement Closing Date, as set out in to all Business Employees who do not become Hired Employees of Buyer, and to all other employees of the applicable employment contract between Customer and such individuals. HP-OMS acknowledges receipt of such employment contracts were provided during Due Diligence. PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC Employee Transfer Agreement In Seller for whom the Israel site, the applicable Transitioned Employees will be engaged by HP-OMS. In the U.S.A sites, applicable Transitioned Employees will be engaged by HP-OMS' affiliates in the US or by an authorized HP-OMS SubcontractorBuyer is not obligated to offer COBRA continuation coverage.

Employee Transfer. HP(a) Subject to Purchaser's standard hiring requirements (including but not limited to a background check, drug screening and receipt of a motor vehicle report), Purchaser shall offer to employ on an at-OMS will basis each of the Product Employees listed on SCHEDULE 9.1(A)(I), whether such Product Employee is actively at work or on leave of absence as of the Effective Time; PROVIDED, HOWEVER, that Purchaser shall assure that only be required to offer employment to those Product Employees listed on SCHEDULE 9.1(A)(I) who are on a leave of absence at the level Effective Time if they are able to return to work within ninety (90) days after the Effective Time. For a period of one hundred and quality twenty (120) days after the Effective Time, Purchaser may, in its sole discretion, offer to employ on an at-will basis each of services the Product Employees who are maintained throughout listed on SCHEDULE 9.1(A)(II) ("POTENTIAL EMPLOYEES"). Notwithstanding the transfer restrictions under SECTION 6.7(A), Purchaser shall be permitted to solicit and interview Potential Employees. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work at the Effective Time and who accept such offer of employment shall commence as of the Effective Time. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work at the Effective Time and who accept such offer shall commence when they return to active work, and such Product Employees shall remain employees from Tecnomatix to HP-OMS directly of Seller, Seller Sub or to its affiliates or authorized HP-OMS Subcontractorsany of their respective Affiliates, as will applicable, until they commence employment with Purchaser. Purchaser shall deliver the offers of employment required under this SECTION 9.1(A), which may be decided contingent upon each Product Employee satisfying Purchaser's standard hiring requirements, to applicable Product Employees at least ten (10) days prior to the Closing, PROVIDED that all of the information required to be provided by HP-OMSSeller pursuant to SECTION 4.12(A) has been provided to Purchaser no later than five (5) days prior to such date. HP-OMS will encourage employees Each Product Employee, including any Potential Employee, who becomes employed by Purchaser is herein referred to continue as a "HIRED EMPLOYEE." Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work as of the Effective Time and who accept Purchaser's offer of employment shall become Hired Employees as of the Effective Time. Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work as of the Effective Time and who accept Purchaser's offer of employment shall become Hired Employees when they return to active work. Potential Employees who are offered employment by the Purchaser and who accept Purchaser's offer of employment shall become Hired Employees as of their date of hire. Product Employees who do not accept Purchaser's offers of employment shall not become Hired Employees. As of the Effective Time (or on the date of hire by Purchaser in the case of a Product Employee listed on SCHEDULE 9.1(a)(i) not actively employed at the Effective Time or in the case of a Potential Employee), Seller or Seller Sub shall (or shall cause their rolesrespective Affiliates to) terminate the employment of each Hired Employee who commences employment with Purchaser. (b) As of the Effective Time, all Hired Employees listed on SCHEDULE 9.1(A)(I) who are actively at work at the Effective Time shall cease participation in all Seller Plans, subject to cost and effectiveness constraints (but the terms of such Plans. Product Employees listed on SCHEDULE 9.1(A)(I) who are not less than actively at work as of the minimum salary offers set out Effective Time shall continue to participate in Table 3 below)all applicable Seller Plans, assuring that significant operational and industry knowledge will be retained in the personnel within HP- OMS which are delivering the Services subject to the Customer's. The basic principle underlying the responsibilities terms of the parties with respect to the Transitioned Employees is the following one: Customer issuch Plans, and shall remain at cease participation in all timesSeller Plans when they become Hired Employees, responsible for all liabilities of any kind whatsoever relating subject to the Transitioned terms of such Plans. Potential Employees which liabilities were created during who become Hired Employees shall cease participation in all Seller Plans on their date of hire by the period prior Purchaser, subject to the Commencement Date terms of such Plans. (c) Commencing at the "Pre-Commencement Date Period"Effective Time (or on the date of hire by Purchaser in the case of a Product Employee not actively employed at the Effective Time or in the case of a Potential Employee) and ending on the earlier to occur of the (even if claimed later on with respect to such Pre-Commencement Date Period liabilities)i) the date that is twelve (12) months from the Effective Time or the date of hire, and HP-OMS is responsible for all liabilities of any kind whatsoever relating to the Transitioned Employees which liabilities were created thereafter (i.e. after the Commencement Date). A party, who bore or paidas applicable, or will pay liability due by (ii) the other party, will be reimbursed and indemnified by that other party. HP-OMS (or its affiliates or authorized HP-OMS Contractors) shall make offers of employment as set out in this Exhibit F in order to retain nine (9) Customer employees from different countries, for a period of at least six (6) months after the Commencement Date, as follows: o ISRAEL - Four (4) Tecnomatix employees will be engaged by HP-OMS. o USA- Five (4) Tecnomatix employees will be engaged by HP-OMS' affiliates in the US or by an authorized HP-OMS S ubcontractor. o FRANCE - These Customer Sites have a total of one IT Employee, which employee will be not be engaged by HP-OMS. o GERMANY - These Customer Sites have a total of two It Employees - both will not be engaged by HP-OMS. HP-OMS (or its affiliates or authorized Subcontractors) will make offers of employment to the Transitioned Employees in Israel and the USA after an agreed date prior to the Commencement Date on which the parties Hired Employee terminates employment with Purchaser, Purchaser shall announce the outsourcing project under the Agreement to the Customer Employees provide each Hired Employee with pension and welfare benefits (the "CUSTOMER NOTIFICATION DATE"). The minimal salary offers by HP-OMS to the employees will be based on the total respective employer cost per year as detailed in TABLE 3 below. For the avoidance of doubtincluding medical, such offers shall contain terms dental, vision, accident, life, disability, vacation and conditions for salary leave and benefits which other employee welfare benefits) that are not less favorable to the Transitioned Employee than those terms and conditions which were in effect immediately prior to the Commencement Date, as set out comparable in the applicable employment contract between Customer and such individuals. HP-OMS acknowledges receipt aggregate to those provided to similarly situated employees of such employment contracts were provided during Due Diligence. PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC Employee Transfer Agreement In the Israel site, the applicable Transitioned Employees will be engaged by HP-OMS. In the U.S.A sites, applicable Transitioned Employees will be engaged by HP-OMS' affiliates in the US or by an authorized HP-OMS SubcontractorPurchaser.