Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. (a) Prior to Closing Date, but effective as of the Closing, Buyer shall make offers of employment to the employees of Parent and Seller primarily engaged in the Business and set forth on Schedule 6.01(a) (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). -------------------- Each such offer shall include (i) base salary or base wages which is the same as was in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the Closing Date. (b) As of the Closing Date, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements. As soon as administratively feasible following the Closing Date and in accordance with the terms of the applicable benefit plans or programs of Buyer and Affiliates, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated ---------- employees of Buyers and its Affiliates. (c) Effective as of the Closing, Buyer shall credit each Transferred Employee with the number of vacation days accrued and not used as of the Closing by such Transferred Employee.

Employees and Offers of Employment. (a) Prior to the Closing Date, but effective as of the Closing, Buyer shall make offers of employment or consulting to the employees of Parent and U.S. Seller primarily engaged in the Business and set forth who are listed on Schedule 6.01(a) 7.01 (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). -------------------- Each such offer Buyer shall include be responsible for the payment of all direct costs and expenses related to the Transferred Employees beginning on September 1, 2002 as set forth on Schedule 2.04. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent Buyer from (i) base salary or base wages which is the same as was terminating any Transferred Employee in effect immediately prior to the Closing Date its sole discretion at any time and (ii) employee benefits amending or terminating any Buyer Plan (other than as set forth defined in clause (iSection 7.01(b) below)) which are the same as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the Closing Date. (b) As Effective as of the Closing DateClosing, all Transferred Employees shall cease have voluntarily ceased active participation in all Employee Plans and Benefit Arrangements. As soon as administratively feasible following the Closing Date and in accordance with the terms of the applicable benefit plans or programs of Buyer and Affiliatessuch date, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated ---------- employees of Buyers and its Affiliates. (c) Effective Solely to the extent that any Buyer Plan becomes applicable to any Transferred Employee and solely to the extent that any Buyer Plan, as of currently in effect, recognizes the Closingapplicable time period, Buyer shall credit each Transferred Employee with the number of vacation days accrued and not used as of the Closing by such Transferred Employee.grant, or cause to be granted, to such

Employees and Offers of Employment. (a) Prior to Closing Date, but effective as of the Closing, Buyer shall make offers of employment to the employees of Parent and Seller primarily engaged in the Business and set forth on Schedule 6.01(a) (each such person, upon accepting an offer of employment from Buyer, a "Transferred Employee"). -------------------- Each such offer shall include (i) base salary or base wages which is the same as was in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the Closing Date. (b) As of the Closing Date, all Transferred Employees shall cease active participation in all Employee Plans and Benefit Arrangements. As soon as administratively feasible following the Closing Date and in accordance with the terms of the applicable benefit plans or programs of Buyer and Affiliates, all Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated ---------- employees of Buyers and its Affiliates. (c) Effective as of the Closing, Buyer shall credit each Transferred Employee with the number of vacation days accrued and not used as of the Closing by such Transferred Employee.

Employees and Offers of Employment. (a) Prior to On, and effective as of, the Closing Date, but effective as of the Closing, Buyer shall make offers of employment to the employees of Parent and Seller primarily engaged in the Business and set forth on Schedule 6.01(a7.01(a) (each such person, an "Employee" and, upon accepting an offer of employment from -------- Buyer, a "Transferred Buyer's New Employee"). -------------------- Each such offer shall include (i) annual base -------------------- salary or base wages which is the same as was in effect immediately prior to the Closing Date and (ii) employee benefits and other bonus, commission and compensation plans (other than as set forth in clause (i)) which are the same as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Buyer's New Employee following the Closing Date. (b) As of the Closing Date, all Transferred Buyer's New Employees shall cease active participation in all Employee Plans and Benefit Arrangements. As soon Arrangements (without prejudice to rights existing as administratively feasible following the Closing Date and in accordance with the terms of the applicable benefit plans or programs of Buyer and Affiliatesdate thereof). At the time an Employee becomes a Buyer's New Employee, all Transferred Employees such Buyer's New Employee shall be permitted to participate in the plans, programs and arrangements of Buyer and its Affiliates relating to compensation and employee benefits (each, a "Buyer Plan") on the same terms as similarly situated ---------- employees of Buyers and its Affiliates. (c) Effective as of the Closing, Buyer shall credit provide each Transferred Buyer's New Employee whose employment with Buyer is terminated by Buyer or any Affiliate of Buyer, with the number of vacation days accrued severance pay and not used as of the Closing by such Transferred Employeebenefits set forth on Schedule 7.01(c).