Common use of Employees Generally Clause in Contracts

Employees Generally. Schedule 8.2.1 contains a list of all employees of Seller employed in the Business and sets forth for each the following: (i) name, (ii) title or position, (iii) hire date, (iv) current annual compensation, (v) commission, bonus or incentive based compensation, and (vi) general description of Seller’s fringe benefits and accrued vacation and sick leave policies. The Parties agree that Schedule 8.2.1 shall be updated and delivered with information current as of the Closing Date, with the addition of specific vacation and sick leave accrual information for each employee as of the Closing Date. Except as set forth below, and save as otherwise agreed between the Parties at the end of the negotiation with the Union (as provided under Section 7.5 above), at Closing, the employment by Seller of all such employees shall be terminated. Buyer shall offer employment to all employees of the Business upon such terms and with any such employee benefit plan (collectively, “Buyer Benefit Plans”) as Buyer determines; provided that three to five individuals, to be identified by Seller before Closing (collectively, “Seller’s Employees”), shall remain Seller employees to manage, supervise and oversee the Seller Ongoing Operation post-Closing. The employees who elect to become employees of Buyer are referred to as “Transferred Employees.” Unless otherwise required by applicable Law or otherwise prohibited by the Buyer Benefit Plans, Transferred Employees shall be eligible for Buyer Benefit Plans effective as of the commencement date of each employee’s employment with Buyer and, unless otherwise required by applicable Law or otherwise prohibited by such Buyer Benefit Plan, Buyer shall recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes. Additionally, Buyer shall assume liability for the Transferred Employees’ vacation and sick leave accrued by Seller prior to Closing. Buyer agrees and acknowledges that it will be responsible for providing or continuing group health plan continuation coverage under Section 4980B of the Internal Revenue Code and Sections 601 through 609 of ERISA (“COBRA”) to all “M&A qualified beneficiaries” as required by COBRA and Treasury Regulation Section 54.4980B-9 .

Employees Generally. Schedule 8.2.1 7.2.1 contains a list of all employees of Seller (“Seller’s Employees”) employed in the Business and sets forth for each the following: (i) name, (ii) title or position, (iii) hire date, (iv) current annual compensation, (v) commission, bonus or incentive based compensation, (vi) accrued vacation and sick leave, and (vivii) general description of Seller’s fringe benefits and accrued vacation and sick leave policies. The Parties agree that Schedule 8.2.1 shall be updated and delivered with information current as None of the Closing Date, with the addition of specific vacation and sick leave accrual information for each employee as of the Closing Datesuch employees are represented by a Union. Except as set forth below, and save as otherwise agreed between the Parties at the end of the negotiation with the Union (as provided under Section 7.5 above), at At Closing, the employment by Seller of all such employees shall be terminated. Buyer shall offer employment to all employees of the Business upon such terms and with any such employee benefit plan (collectively, “Buyer Benefit Plans”) as Buyer determinesdetermines and in accordance with Buyer’s general hiring practices; provided that three the offered compensation for each such employee will be comparable to five individuals, to be identified by Seller before Closing (collectively, “those they currently receive from Seller’s Employees”), shall remain Seller employees to manage, supervise and oversee the Seller Ongoing Operation post-Closing. The employees who elect to become employees of Buyer are referred to as “Transferred Employees.” Unless otherwise required by applicable Law or otherwise prohibited by the Buyer Benefit Plans, Transferred Employees shall be eligible for Buyer Benefit Plans effective as of the commencement date of each employee’s employment with Buyer and, unless otherwise required by applicable Law or otherwise prohibited by such Buyer Benefit Plan, Buyer shall recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes. Additionally, Buyer shall assume liability for the Transferred Employees’ vacation and sick leave accrued by Seller prior to ClosingClosing listed on Schedule 7. 2.1. Buyer agrees and acknowledges that it will be responsible for providing or continuing group health plan continuation coverage under Section 4980B of the Internal Revenue Code and Sections 601 through 609 of ERISA (“COBRA”) to all “M&A qualified beneficiaries” as required by COBRA and Treasury Regulation Section 54.4980B-9 54.4980B-9.

Employees Generally. Schedule 8.2.1 contains (a) Seller shall deliver to Buyer a list of (the “Employee List”) identifying all employees Employees of Seller employed in as of the Business and sets forth for date of this Agreement, specifying with respect to each such person, the following: person’s: (i) name, date of hire; (ii) title status as full-time or positionpart-time, or on disability or other leave of absence specified on the Employee List; (iii) hire date, current salary or hourly rate of compensation; and (iv) current annual compensationaccrued but unused vacation, (v) commission, bonus or incentive based compensationholiday, and sick pay (viwhether in the form of paid time off, extended illness bank plans, or some other form). (b) general description of Seller’s fringe benefits and accrued vacation and sick leave policies. The Parties agree that Schedule 8.2.1 shall be updated and delivered with information current as of Before the Closing Date, with the addition of specific vacation and sick leave accrual information for each employee as of the Closing Date. Except as set forth below, and save as otherwise agreed between the Parties at the end of the negotiation with the Union (as provided under Section 7.5 above), at Closing, the employment by Seller of all such employees shall be terminated. Buyer shall will offer employment to all employees each Employee of Seller who is employed by Seller immediately prior to the Business upon such terms and with Closing (other than any such employee benefit plan (collectively, “Buyer Benefit Plans”) as Buyer determines; provided that three to five individuals, to be Employee jointly identified by Seller before Closing and Parent as not to be so employed), with such employment to be effective immediately following, and contingent upon the occurrence of, the Closing. Such offers of employment shall provide for benefits on a basis consistent with the Parent’s other domestic full-time employees (collectivelyand, with respect to medical benefits, shall provide coverage without the imposition of pre-existing condition, actively-at-work, or other “Seller’s gaps” in coverage, to the extent permitted under the plans of Buyer and its domestic Affiliates), and shall otherwise be on such terms as Buyer may determine in its sole discretion. Seller will not seek to induce any Employee to reject any offer of employment from Buyer. The Employees who accept such offers of employment from Buyer (the “Hired Employees”), ) shall remain Seller employees to manage, supervise and oversee the Seller Ongoing Operation post-Closing. The employees who elect to become employees of Buyer are referred immediately following the Closing and shall cease to be employees of Seller. (c) Nothing in this Section 7.2 obligates Buyer to continue the employment of any Hired Employee for any specific period of time following the Closing or prevents Buyer from reducing the salary, wages and benefits, or modifying the duties or working conditions, of any Hired Employee following the Closing. (d) Seller shall use commercially reasonable efforts, before and after the Closing, to provide such information as “Transferred EmployeesBuyer may reasonably request for purposes of fulfilling its obligations under this Section 7.2.” Unless otherwise required by applicable Law or otherwise prohibited by (e) If, following the Buyer Benefit PlansClosing Date, Transferred Employees shall be eligible for Buyer Benefit Plans effective as Seller is obligated to pay severance benefits to the individual named in Section 4.22(a) of the commencement date of each employee’s employment with Buyer and, unless otherwise required by applicable Law or otherwise prohibited by such Buyer Benefit PlanDisclosure Schedule, Buyer shall recognize all service of the Transferred Employees with shall, within five Business Days following a written demand from Seller, as if pay Seller an amount equal to the lesser of (i) one-half of such service were with Buyer, for vesting, eligibility and accrual purposes. Additionally, Buyer shall assume liability for the Transferred Employees’ vacation and sick leave accrued by Seller prior to Closing. Buyer agrees and acknowledges that it will be responsible for providing severance benefits or continuing group health plan continuation coverage under Section 4980B of the Internal Revenue Code and Sections 601 through 609 of ERISA (“COBRA”ii) to all “M&A qualified beneficiaries” as required by COBRA and Treasury Regulation Section 54.4980B-9 $50,000.