Common use of Employees and Compensation Clause in Contracts

Employees and Compensation. (a) Commencing immediately upon the Closing Date, Purchaser shall cause the Transferred Companies or their respective Subsidiaries to continue the employment of each Transferred Company Employee. The provisions of this Article VI are solely for the benefit of the parties to the Agreement, and no employee or former employee of the Transferred Companies or their respective Subsidiaries or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement as a result of this Article VI. In no event shall any provision of this Article VI be deemed to create or amend any employee benefit plan or to create any enforceable rights under any such plan. (b) From and after the Closing Date, Purchaser shall assume and honor, and shall cause the Transferred Companies or their respective Subsidiaries to assume and honor, (i) all Employment Agreements and Transferred Company Benefit Plans and all liabilities thereunder in accordance with their terms as in effect immediately before Closing, and (ii) all collective bargaining agreements (and Multiemployer Plan obligations) in respect of Transferred Company Employees. Without limiting the generality of the foregoing, Purchaser agrees following the Closing Date to cause the Transferred Companies or their respective Subsidiaries to assume and honor, each of the agreements and plans listed on Section 6.1(b)(i) of the Parent Disclosure Schedule (the “Retention Arrangements”) and not to make any amendment or modification to any of the Retention Arrangements that would be adverse to participants without the consent of the affected parties. Notwithstanding the foregoing, Parent shall reimburse Purchaser for the payment of the retention and/or transaction bonuses specifically identified on Section 6.1(b)(ii) of the Parent Disclosure Schedule (the “Retention Payments”) and paid to the Transferred Company Employees pursuant to the terms of and subject to the satisfaction of the conditions of the Retention Arrangements. Following the Closing Date (and at least two weeks prior to the payment date for any Retention Payment), Parent shall provide Purchaser with a retention payment spreadsheet(s) setting forth (i) the names of the Transferred Company Employees eligible for Retention Payments under the applicable Retention Arrangements, (ii) the amount(s) of any such retention payment, (iii) the date of payment thereof and (iv) whether a release of claims is required (the “Retention Spreadsheet”). Subject to the eligible Transferred Company Employee’s satisfaction of the conditions to receipt of payment under the applicable Retention Arrangement (including the execution, delivery and non-revocation of a release of claims), Purchaser shall timely satisfy the Retention Payment obligations under the Retention Arrangements in accordance with the details set forth on the Retention Spreadsheet. If the employment of a Transferred Company Employee who is eligible for a Retention Payment is terminated prior to the payment date, prior to any payment, Purchaser shall notify Parent of the circumstances of such termination and Parent shall determine whether any Retention Payment is payable and shall direct Purchaser whether or not to pay any such amount. Unless there is an objection or dispute, Parent shall contemporaneously reimburse Purchaser in an amount equal to the aggregate amount of the Retention Payments to be paid by Purchaser hereunder. Purchase shall provide Parent a copy of any release of claims required under such Retention Arrangements. Any objections or disputes with respect to a Retention Payment invoice shall be resolved between Parent and Purchaser (and, to the extent necessary, an outside independent consultant or accountant) within fifteen (15) days following Parent’s objection, unless the Parties consent to a longer period. Notwithstanding the foregoing, at Parent’s election, Parent or one of its Affiliates may pay all or a portion of the Retention Payments at or prior to the time Purchaser would have otherwise made the applicable payment under this Section 6.1(b), in which case, Purchaser and its Affiliates shall have no rights or obligations under this Section 6.1(b) with respect to such Retention Payments paid by Parent or one of its Affiliates. (c) Parent shall reimburse Purchaser for a portion of annual bonuses in respect of the 2007 fiscal year of Parent representing service from the period commencing on January 29, 2007 and ending on the Closing Date to each eligible Transferred Company Employee who continues to be employed by Purchaser on February 3, 2008 (the amount of such portion for any such employee, the “Pre-Closing Bonus”). The Pre-Closing Bonuses shall be determined by Parent, in its sole discretion, in accordance with the terms of the applicable Parent annual incentive bonus plan in which the applicable Transferred Company Employee is eligible to participate as of the date hereof (if any) and/or any individual agreement entered into between Parent or one of its Affiliates and such Transferred Company Employee prior to the date hereof. No later than March 31, 2008, Parent shall provide Purchaser with a Pre-Closing Bonus payment spreadsheet setting forth (i) the names of the eligible Transferred Company Employees, (ii) the Pre-Closing Bonuses and (iii) the date of payment thereof (the “Pre-Closing Bonus Spreadsheet”). If the employment of a Transferred Company Employee who is potentially eligible for a Pre-Closing Bonus is terminated prior to February 3, 2008, Purchaser shall notify Parent of the circumstances of such termination and Parent shall determine whether any Pre-Closing Bonus is payable and shall direct Purchaser whether or not to pay any such bonus. Unless there is an objection or dispute, Parent shall contemporaneously reimburse Purchaser in an amount equal to the aggregate amount of the Pre-Closing Bonuses to be paid by Purchaser hereunder. Any objections or disputes with respect to a Pre-Closing Bonus payment invoice shall be resolved between the Parent and Purchaser (and, to the extent necessary, an outside independent consultant or accountant) within fifteen (15) days following Parent’s objection, unless the Parties consent to a longer period. Notwithstanding the foregoing, at Parent’s election, Parent or one of its Affiliates may pay all or a portion of the Pre-Closing Bonuses, in each case, either prior to or following the Closing Date (but in no event later than March 31, 2008), in which case, Purchaser and its Affiliates shall have no rights or obligations under this Section 6.1(c) with respect to such Pre-Closing Bonuses paid by Parent or one of its Affiliates.

Employees and Compensation. (a) No later than immediately prior to the Closing Date, Seller and its Affiliates shall take such actions as are necessary to ensure that each Transferred Company Employee is employed by the Transferred Company or its Subsidiaries, and that the Transferred Company and its Subsidiaries have no employees other than the Transferred Company Employees and EEI Employees. Commencing immediately upon the Closing Date, Purchaser IPH shall cause the Transferred Companies Company or their respective its Subsidiaries to continue the employment of each Transferred Company Employee and each EEI Employee. The provisions No later than immediately prior to the Closing, Seller shall update Section 1.1(x) of the Seller Disclosure Schedule to reflect new hires and terminations of employment following the date hereof. IPH will offer or cause an Affiliate to offer employment to each individual who would be a Transferred Company Employee but for the fact that he or she was on long-term disability leave on the Closing Date and who is able to return to active employment within 180 days following the Closing Date (any such individual, a “Leave Employee”) on terms of employment substantially consistent with this Article VI are solely VI. Such employment offer shall be extended not more than seven days after IPH is notified that such Leave Employee is able to return to active employment and shall be effective for the benefit seven days following its extension, and each such Leave Employee who accepts such offer and commences employment with IPH or its applicable Affiliate as of the parties to the Agreement, and no employee or former employee effective date of the Transferred Companies or their respective Subsidiaries or any other individual associated therewith such offer shall be regarded treated for any purpose as a third party beneficiary of all purposes under this Agreement as a result Transferred Company Employee effective as of this Article VIthe date of his or her commencement of employment with IPH or the applicable Affiliate. Seller shall cause each individual who would be a Transferred Company Employee but for the fact that he or she was on long-term disability leave on the Closing Date to continue to be eligible for disability benefits under the applicable Benefit Plan as in effect as of the date hereof unless and until such individual ceases to be disabled within the meaning of the applicable Benefit Plan as in effect on the date hereof. Neither IPH nor its Affiliates shall be liable for any claims for long-term disability benefits that are incurred by or with respect to any Leave Employee on or before the date such Leave Employee commences employment with IPH or its Applicable Affiliate. Any Transferred Company Employee not covered by an Assumed CBA who is on sick leave (but not long-term disability leave) as of the Closing Date (a “Sick Leave Employee”) shall remain eligible for long-term disability insurance coverage with Seller and its Affiliates until the earlier of (i) the 90th day following the Closing Date (or such later date determined by Seller in its discretion) and (ii) the date such Sick Leave Employee returns to active employment with the Transferred Company and its Affiliates or terminates employment with the Transferred Company and its Affiliates. In no the event that such Sick Leave Employee does not return to active employment with the Transferred Company and its Affiliates within 89 days following the Closing Date, (i) IPH and its Affiliates shall cause the employment of such Sick Leave Employee to be terminated as of the 89th day following the Closing Date, (ii) Seller and its Affiliates shall be solely liable (and shall cause IPH and its Affiliates not to be liable) for any provision claims for long-term disability benefits that are incurred by or with respect to such Sick Leave Employee, and (iii) Seller and its Affiliates shall indemnify IPH and its Affiliates for the cost of this Article VI be deemed any sick leave and related benefits incurred by IPH and its Affiliates with respect to create such Sick Leave Employee at a rate not in excess of the cost of benefits made available by IPH or amend any employee benefit plan or its Affiliates to create any enforceable rights under any such planother similarly situated Transferred Company Employees. (b) From and after the Closing Date, Purchaser shall assume and honor, and IPH shall cause the Transferred Companies Company or their respective its Subsidiaries to assume retain or assume, as applicable, and honor, (i) all Employment Agreements and Transferred Company Benefit Plans and all liabilities thereunder in accordance with their terms as in effect immediately before Closing, and (ii) all collective bargaining agreements (and Multiemployer Plan obligations) in respect of Transferred Company Employees. IPH hereby acknowledges that Seller and its Affiliates are parties to the collective bargaining agreements identified on Section 6.1(b)(i) of the Seller Disclosure Schedule (the “Assumed CBAs”). IPH agrees as a condition of this transaction that it will cause the Transferred Company or its Subsidiaries to fully assume all terms and obligations of the Assumed CBAs immediately effective upon the Closing Date, that it shall cause the Transferred Company or its Subsidiaries to fully abide by the terms of the Assumed CBAs in accordance with Law during the remaining term of such agreements or as otherwise permitted by Law, and that it shall indemnify Seller with respect to any liabilities attributable to the Assumed CBAs following the Closing Date. For the avoidance of doubt, Seller shall remain liable for, and shall indemnify IPH with respect to, any liabilities attributable to the Assumed CBAs prior to the Closing (other than liabilities relating solely to the actions of IPH and its Affiliates); provided, however, that with respect to any grievance or arbitration attributable to the Assumed CBAs that may result in liability to Seller, IPH will timely consult with Seller regarding the status of such grievance or arbitration and will not resolve such grievance or arbitration without consent of Seller, which consent shall not be unreasonably withheld. For the avoidance of doubt, IPH and Seller agree that IPH may cause the Transferred Company or its Subsidiaries to exercise any of its rights under the Assumed CBAs, including the right to negotiate modifications to the terms thereof. IPH agrees to cause the Transferred Company or its Subsidiaries to engage in any type of bargaining that is required of it under the Assumed CBAs and Law with any collective bargaining representative listed on Section 6.1(b)(ii) of the Seller Disclosure Schedule, from the Closing Date until such obligation is no longer required under the Assumed CBAs. Seller agrees to and shall cause each of its Affiliates to engage in any type of bargaining that is required of it under the Assumed CBAs and Law with any collective bargaining representative listed on Section 6.1(b)(ii) of the Seller Disclosure Schedule prior to the Closing Date and in connection with the consummation of the transactions contemplated in this Agreement. (c) For a period of no less than one year following the Closing Date, IPH shall provide, or shall cause the Transferred Company or its Subsidiaries to provide, each Transferred Company Employee not covered by a collective bargaining agreement with a base rate of pay not less than that in effect with respect to the Transferred Company Employee immediately before the Closing Date and incentive compensation and employee benefits that, in the aggregate, are no less favorable than the incentive compensation and employee benefits provided to similarly situated employees of IPH and its Affiliates from time to time. Without limiting the generality of the foregoing, Purchaser agrees IPH shall provide each Transferred Company Employees not covered by a collective bargaining agreement who is involuntarily terminated without cause during the one year period following the Closing Date with severance pay and benefits continuation that is no less favorable, in the aggregate, than the severance pay and benefits continuation to cause which such Transferred Company Employee would have been entitled under the Transferred Companies or their respective Subsidiaries to assume and honor, each of the agreements and plans listed severance plan set forth on Section 6.1(b)(i6.1(c) of the Parent Seller Disclosure Schedule (the “Retention Arrangements”) and not to make any amendment or modification Schedule, determined without regard to any discretion of Seller and its Affiliates thereunder to reduce such pay and benefits, and determined based on the Retention Arrangements that would be adverse base salary level as of immediately prior to participants without the consent of the affected parties. Notwithstanding the foregoing, Parent shall reimburse Purchaser for the payment of the retention and/or transaction bonuses specifically identified on Section 6.1(b)(ii) of the Parent Disclosure Schedule (the “Retention Payments”) and paid to the Transferred Company Employees pursuant to the terms of and subject to the satisfaction of the conditions of the Retention Arrangements. Following the Closing Date (and at least two weeks prior or any greater amount as required by the applicable severance plan) of the applicable Transferred Company Employee, subject to the payment date for any Retention Payment)execution, Parent shall provide Purchaser with by such terminated employee, of a retention payment spreadsheet(s) setting forth (i) the names of the Transferred Company Employees eligible for Retention Payments under the applicable Retention Arrangements, (ii) the amount(s) of any such retention payment, (iii) the date of payment thereof and (iv) whether a general release of claims is required (the “Retention Spreadsheet”). Subject to the eligible in favor of such Transferred Company Employee’s satisfaction of the conditions to receipt of payment under the applicable Retention Arrangement (including the execution, delivery employer and non-revocation of a release of claims), Purchaser its affiliates; provided that this sentence shall timely satisfy the Retention Payment obligations under the Retention Arrangements have no application in accordance with the details set forth on the Retention Spreadsheet. If the employment respect of a Transferred Company Employee who is eligible for a Retention Payment is terminated prior party to the payment datean individual agreement containing severance provisions, prior to any payment, Purchaser shall notify Parent of the circumstances of such termination and Parent shall determine whether any Retention Payment is payable and shall direct Purchaser whether or not to pay any such amount. Unless there is an objection or dispute, Parent shall contemporaneously reimburse Purchaser in an amount equal to the aggregate amount of the Retention Payments to be paid by Purchaser hereunder. Purchase shall provide Parent a copy of any release of claims required under such Retention Arrangements. Any objections or disputes with respect to a Retention Payment invoice shall be resolved between Parent and Purchaser (and, to the extent necessary, an outside independent consultant or accountant) within fifteen (15) days following Parent’s objection, unless application would result in the Parties consent to a longer period. Notwithstanding the foregoing, at Parent’s election, Parent or one duplication of its Affiliates may pay all or a portion of the Retention Payments at or prior to the time Purchaser would have otherwise made the applicable payment under this Section 6.1(b), in which case, Purchaser and its Affiliates shall have no rights or obligations under this Section 6.1(b) with respect to such Retention Payments paid by Parent or one of its Affiliatesseverance benefits. (cd) Parent Seller shall reimburse Purchaser for a portion of annual bonuses in respect of cause the 2007 fiscal year of Parent representing service Transferred Company and its Subsidiaries to cooperate reasonably with any request from the period commencing on January 29, 2007 and ending on IPH made before the Closing Date that is intended to each eligible facilitate a determination by IPH or its Affiliates as to whether to amend or terminate any Transferred Company Employee who continues to be employed by Purchaser on February 3, 2008 (the amount of such portion for any such employee, the “Pre-Closing Bonus”). The Pre-Closing Bonuses shall be determined by Parent, in its sole discretion, in accordance with the terms of the applicable Parent annual incentive bonus plan in which the applicable Transferred Company Employee is eligible to participate as of the date hereof (if any) and/or any individual agreement entered into between Parent or one of its Affiliates and such Transferred Company Employee prior to the date hereof. No later than March 31, 2008, Parent shall provide Purchaser with a Pre-Closing Bonus payment spreadsheet setting forth (i) the names of the eligible Transferred Company Employees, (ii) the Pre-Closing Bonuses and (iii) the date of payment thereof (the “Pre-Closing Bonus Spreadsheet”). If the employment of a Transferred Company Employee who is potentially eligible for a Pre-Closing Bonus is terminated prior to February 3, 2008, Purchaser shall notify Parent of the circumstances of such termination and Parent shall determine whether any Pre-Closing Bonus is payable and shall direct Purchaser whether or not to pay any such bonus. Unless there is an objection or dispute, Parent shall contemporaneously reimburse Purchaser in an amount equal to the aggregate amount of the Pre-Closing Bonuses to be paid by Purchaser hereunder. Any objections or disputes with respect to a Pre-Closing Bonus payment invoice shall be resolved between the Parent and Purchaser (and, to the extent necessary, an outside independent consultant or accountant) within fifteen (15) days following Parent’s objection, unless the Parties consent to a longer period. Notwithstanding the foregoing, at Parent’s election, Parent or one of its Affiliates may pay all or a portion of the Pre-Closing Bonuses, in each case, either prior to or following the Closing Date (but in no event later than March 31, 2008), in which case, Purchaser and its Affiliates shall have no rights or obligations under this Section 6.1(c) with respect to such Pre-Closing Bonuses paid by Parent or one of its AffiliatesBenefit Plan.

Employees and Compensation. (a) Commencing Seller will provide that no later than immediately upon prior to the Closing, the employment of the employees of Seller and its Affiliates whose employment primarily consists of performing services for the Business shall be transferred to a Transferred Entity. Section 6.1(a) of the Seller Disclosure Schedule sets forth a complete list of the current employees of Seller and its Affiliates whose employment primarily consists of performing services for the Business and who will be transferred to, or otherwise employed by, a Transferred Entity pursuant to the preceding sentence, and such Schedule 6.1(a) shall be updated on the last Business Day prior to the Closing Date to reflect changes in such employee group. As of the Closing Date, Purchaser shall cause the Transferred Companies or their respective Subsidiaries Entities to continue the employment of each Transferred Company Entity Employee. The provisions of this Article VI pertaining to the employment of Transferred Entity Employees are solely for the benefit of the parties to the Agreement, and no employee or former employee of the Transferred Companies or their respective Subsidiaries Business or any other individual associated therewith or any other party shall be regarded for any purpose as a third third-party beneficiary of this the Agreement as a result of this Article VI. In no event shall any provision of Nothing contained in this Article VI Agreement will be deemed to create cause any Transferred Entity Employee's employment on or amend any employee benefit plan or after the Closing to create any enforceable rights under any such planbe other than on an "at will" basis. (b) From and after As of the Closing Date, Purchaser shall assume and honorprovide, and or shall cause the Transferred Companies or their respective Subsidiaries Business to assume and honorprovide, (i) all Employment Agreements and Transferred Company Benefit Plans and all liabilities thereunder in accordance with their terms as in effect immediately before Closing, and (ii) all collective bargaining agreements (and Multiemployer Plan obligations) in respect of Transferred Company Employees. Without limiting the generality of the foregoing, Purchaser agrees following the Closing Date to cause the Transferred Companies or their respective Subsidiaries to assume and honorEntity Employees with compensation (including bonuses, each of the agreements and plans listed on Section 6.1(b)(i) of the Parent Disclosure Schedule (the “Retention Arrangements”commissions and/or other incentive opportunities) and not to make any amendment or modification to any of the Retention Arrangements employee benefits that would be adverse to participants without the consent of the affected parties. Notwithstanding the foregoing, Parent shall reimburse Purchaser for the payment of the retention and/or transaction bonuses specifically identified on Section 6.1(b)(ii) of the Parent Disclosure Schedule (the “Retention Payments”) and paid to the Transferred Company Employees pursuant to the terms of and subject to the satisfaction of the conditions of the Retention Arrangements. Following the Closing Date (and at least two weeks prior to the payment date for any Retention Payment), Parent shall provide Purchaser with a retention payment spreadsheet(s) setting forth (i) the names of the Transferred Company Employees eligible for Retention Payments under the applicable Retention Arrangements, (ii) the amount(s) of any such retention payment, (iii) the date of payment thereof and (iv) whether a release of claims is required (the “Retention Spreadsheet”). Subject to the eligible Transferred Company Employee’s satisfaction of the conditions to receipt of payment under the applicable Retention Arrangement (including the execution, delivery and non-revocation of a release of claims), Purchaser shall timely satisfy the Retention Payment obligations under the Retention Arrangements in accordance with the details set forth on the Retention Spreadsheet. If the employment of a Transferred Company Employee who is eligible for a Retention Payment is terminated prior to the payment date, prior to any payment, Purchaser shall notify Parent of the circumstances of such termination and Parent shall determine whether any Retention Payment is payable and shall direct Purchaser whether or not to pay any such amount. Unless there is an objection or dispute, Parent shall contemporaneously reimburse Purchaser in an amount equal to the aggregate amount of are not materially less favorable than the Retention Payments to be paid compensation and benefits provided by Purchaser hereunder. Purchase shall provide Parent a copy to similarly situated employees of any release of claims required under such Retention Arrangements. Any objections or disputes with respect to a Retention Payment invoice shall be resolved between Parent and Purchaser (and, to the extent necessary, an outside independent consultant or accountant) within fifteen (15) days following Parent’s objection, unless the Parties consent to a longer period. Notwithstanding the foregoing, at Parent’s election, Parent or one of its Affiliates may pay all or a portion of the Retention Payments at or prior to the time Purchaser would have otherwise made the applicable payment under this Section 6.1(b), in which case, Purchaser and its Affiliates shall have no rights or obligations under this Section 6.1(b) with respect to such Retention Payments paid by Parent or one of its Affiliates. (c) Parent shall reimburse Purchaser for a portion of annual bonuses in respect Effective as of the 2007 fiscal year Closing Date, Seller and its Affiliates shall (i) suspend the participation of Parent representing service from all Transferred Entity Employees in the period commencing Seller FY '02 LTIP (the "LTIP") and the Seller FY '02 Retention Plan (the "Retention Plan") such that no additional awards will accrue there-under to Transferred Entity Employees and (ii) determine and fix the value of the awards held by the Transferred Entity Employees as of the Closing Date under the LTIP and Retention Plan based upon the closing price of Seller ordinary shares on January 29the Australian Stock Exchange on the Closing Date. Seller shall pay in cash (less required withholding taxes) to each such Transferred Entity Employee, 2007 with respect to awards held under the LTIP or Retention Plan as of the Closing Date, one-third (1/3) of the value as of the Closing Date of each award under the LTIP and ending on one-half (1/2) of the value as of the Closing Date of each award under the Retention Plan. Seller shall make such payments as soon as practicable following the Closing Date. Purchaser shall pay in cash (less required withholding taxes) two-thirds (2/3) of the value as of the Closing Date of each award under the LTIP and one-half (1/2) of the value as of the Closing Date of each award under the Retention Plan held by a Transferred Entity Employee as of the Closing Date to each-such Transferred Entity Employee if and only if such Transferred Entity Employee remains employed with Purchaser or its Affiliates until the first anniversary of the Closing Date. Purchaser shall make such payments as soon as practicable following the first anniversary of the Closing Date. Purchaser and Seller shall use all reasonable efforts to cause the Transferred Entity Employees who are participants in the LTIP and/or Retention Plan to consent to the treatment of their awards under the LTIP and Retention Plan as set forth in this Section 6.1(c). In the event such consent is not received from any such Transferred Entity Employee (or approval to these modifications by the Seller's Board of Directors is not received), then Purchaser shall pay two-thirds (2/3) of each eligible Transferred Company Employee who continues payment due under the terms of the LTIP and one-half (1/2) of each payment due under the terms of the Retention Plan on the date payments are otherwise payable with respect to each award, but in no event shall Purchaser be employed obligated to pay any amount in excess of the amount Purchaser would have been obligated to pay under this Section 6.1(c) had such waivers and consents been obtained. Seller shall be solely responsible for any amounts owed to such individual in excess of the amounts payable by Purchaser on February 3described in this Section 6.1(c). Seller agrees that Purchaser shall not assume or be deemed to assume the LTIP or the Retention Plan for any purpose, 2008 other than to make the payments set forth in this Section 6.1(c). (d) Effective as of the Closing Date, Seller and its Affiliates shall cause each payment (a "MIAP Payment") distributable after Closing to a Transferred Entity Employee pursuant to Article III of the Purchase and Sale Agreement by and among LLUS and The Boston Financial Group Limited Partnership, dated as of October 8, 1999, to become payable to such Transferred Entity Employee if and only if such Transferred Entity Employee either (i) remains employed with Purchaser until the date such MIAP Payment would otherwise be distributable, treating service with Purchaser as if it were service with Seller or its Affiliates, or (ii) is terminated by Purchaser other than "for cause" (as defined in such Purchase and Sale Agreement). As soon as practicable after each such MIAP Payment becomes payable, Purchaser shall pay to the extent earned such MIAP Payment in cash (subject to required withholding) to the applicable Transferred Entity Employee, and Seller shall, upon receipt of appropriate documentation evidencing such payment, reimburse Purchaser for 50% of the amount of such portion payment. Thereafter, Purchaser shall indemnify and hold Seller and its Affiliates harmless with respect to any liability in connection with any MIAP Payment. Seller and Purchaser and their respective Affiliates shall cooperate in determining the individuals to whom such payments are due. (e) Effective as of the Closing Date, Seller shall, or shall cause one of its Affiliates to, suspend the participation of the Transferred Entity Employees in each of the "HCI Short-Term Incentive Plan for any Non-Originators" and the "HCI Short-Term Incentive Plan for Deal and Capital Originators" (the "Seller STIC Plans") such employee, that no additional awards will accrue there-under to such Transferred Entity Employees following the “Pre-Closing Bonus”Date. Seller shall accrue an amount on the Statement of Selected Assets equal to the amount accrued under the Seller STIC Plans with respect to Transferred Entity Employees through the Closing Date (and Seller shall take into account the historical practices of Seller under the Seller STIC Plans in determining the accruals under the Seller STIC Plans and shall consult with appropriate management of the Transferred Entities in making such accruals). The Pre-Closing Bonuses shall be determined by Parent, in its sole discretion, Purchaser will pay such amounts reflected on the Statement of Selected Assets pursuant to this Section 6.1(e) in accordance with the terms of the applicable Parent annual incentive bonus plan Seller STIC Plans. Seller agrees that Purchaser shall not assume or be deemed to assume the Seller STIC Plans other than to make the payments set forth in which the applicable Transferred Company Employee is eligible to participate this Section 6.1(e). (f) Effective as of the date hereof Closing Date, Seller and its Affiliates shall (if anyi) and/or suspend the participation of all Transferred Entity Employees in the Seller FY '01 LTIP such that no additional awards will accrue thereunder to Transferred Entity Employees and (ii) cause all awards under the Seller FY '01 LTIP to become 100% vested. On or as soon as practicable after the Closing Date, Seller shall pay to the extent earned all awards payable under the Seller FY '01 LTIP in cash (subject to required withholding) to the Transferred Entity Employees who are eligible for such awards under the terms of the Seller FY '01 LTIP as in effect immediately prior to the Closing Date, and shall indemnify and hold Purchaser, the Transferred Entity and its Affiliates harmless with respect to any individual agreement entered into between Parent future liability in connection with such awards. (g) Effective as of the Closing Date, Seller shall, or shall cause one of its Affiliates to (i) suspend the participation of all Transferred Entity Employees in the "Lend Lease (US) Employee Incentive Share Plan" (the "Seller Share Plan") as of the Closing such that no additional benefits will accrue thereunder to Transferred Entity Employees and (ii) cause all accounts and rights of Transferred Entity Employees under the Seller Share Plan to become 100% vested. On or as soon as practicable after the Closing Date, Seller shall pay in cash (subject to required withholding) all awards under the Seller Share Plan to the Transferred Entity Employees who are eligible for such Transferred Company Employee awards under the terms of the Seller Share Plan as in effect immediately prior to the date hereof. No later than March 31Closing Date, 2008, Parent shall provide Purchaser with a Pre-Closing Bonus payment spreadsheet setting forth (i) the names of the eligible Transferred Company Employees, (ii) the Pre-Closing Bonuses and (iii) the date of payment thereof (the “Pre-Closing Bonus Spreadsheet”). If the employment of a Transferred Company Employee who is potentially eligible for a Pre-Closing Bonus is terminated prior to February 3, 2008, Purchaser shall notify Parent of the circumstances of such termination and Parent shall determine whether any Pre-Closing Bonus is payable and shall direct Purchaser whether or not to pay any such bonus. Unless there is an objection or dispute, Parent shall contemporaneously reimburse Purchaser in an amount equal to the aggregate amount of the Pre-Closing Bonuses to be paid by Purchaser hereunder. Any objections or disputes with respect to a Pre-Closing Bonus payment invoice shall be resolved between the Parent indemnify and Purchaser (and, to the extent necessary, an outside independent consultant or accountant) within fifteen (15) days following Parent’s objection, unless the Parties consent to a longer period. Notwithstanding the foregoing, at Parent’s election, Parent or one of its Affiliates may pay all or a portion of the Pre-Closing Bonuses, in each case, either prior to or following the Closing Date (but in no event later than March 31, 2008), in which case, hold Purchaser and its Affiliates shall have no rights or obligations under this Section 6.1(c) harmless with respect to any future liability in connection with such Pre-awards. (h) Effective as of the Closing Bonuses paid by Parent or one Date, Seller and its Affiliates shall cause the outstanding account balances of its AffiliatesTransferred Entity Employees under the Lend Lease Real Estate Investments Executive Deferred Compensation Plan (the "Seller DCP") to become 100% vested.