Common use of Employment Agreements and Employee Matters Clause in Contracts

Employment Agreements and Employee Matters. (a) SCB shall use reasonable efforts to obtain and deliver executed employment agreements in substantially the form attached hereto as Exhibit E (the "Employment Agreements") from the individuals listed in Schedule 5.6(a) and executed Severance and Nonsolicitation Agreements in substantially the forms attached hereto as Exhibit F (the "Severance/Nonsolicitation Agreements") with the individual listed in Schedule 5.6(a). CIBER shall provide severance payments to the individuals set forth on Schedule 5.6(a) subject to those individuals executing severance agreements and, if referenced in Schedule 5.6(a) noncompetition/nonsolicitation agreements, acceptable to CIBER. With respect to other employees of SCB who are terminated in connection with the Merger, CIBER shall provide severance payments equal to one week's worth of base salary for every year of service to SCB up to a maximum payment of twelve weeks' worth of base salary. (b) To the extent SCB's employees continue employment with SCB, such employees shall be able to participate in plans in which similarly situated CIBER employees are eligible to participate, and shall receive credit for years of service with SCB for purposes of eligibility and vesting with respect to (i) CIBER's benefit plans, (ii) CIBER's vacation accrual and (iii) CIBER's Stock Plans. (c) CIBER shall continue sponsorship of SCB's 401(k) plan in its present form following the Effective Time until it is prepared to commence the process of merging SCB's plan into CIBER's plan. SCB's 401(k) plan shall be frozen to new contributions in preparation for the merger of the plans as of the date SCB's employees first participate in CIBER's 401(k) plan regardless of the date the 401(k) plans are merged. SCB employees shall be permitted to participate in CIBER's 401(k) plan as soon as practical after the Effective Time. (d) CIBER will make available a pool of non-statutory stock options to purchase 200,000 shares of CIBER Common Stock to be granted to certain employees of SCB. Options to purchase such shares shall be granted at the Effective Time, or as soon thereafter as practicable, pursuant to agreements in customary form. The employees who shall receive such options at the Closing shall be determined by mutual agreement of CIBER and SCB prior to the Effective Time. The exercise price of options granted pursuant to this subsection will be the fair market value of the CIBER Closing Stock at the Effective Time. The options shall vest ratably over a period of four years. (e) CIBER will make the payments to, and other provisions for, T. Xxxxx Xxxx as set forth on Schedule 5.6(e). (f) CIBER will use reasonable efforts to offer unused space for a nine month period of time for outplacement services for terminated SCB employees, and will offer up to an aggregate of $95,000 for outplacement services for any such terminated SCB employees.

Employment Agreements and Employee Matters. (a) SCB ALPHANET shall use its reasonable best efforts to obtain and deliver at Closing executed employment agreements in substantially the a form attached hereto as Exhibit E reasonably satisfactory to CIBER from each of Xxxxxxx Xxxxxxxx, Xxxxxxx Gang and Xxxx Xxxxxxxxx (the "Employment Agreements") from the individuals listed in Schedule 5.6(a) and executed Severance and Nonsolicitation Agreements in substantially the forms attached hereto as Exhibit F (the "Severance/Nonsolicitation Agreements") with the individual listed in Schedule 5.6(a). CIBER shall provide severance payments to the individuals set forth on Schedule 5.6(a) subject to those individuals executing severance agreements and, if referenced in Schedule 5.6(a) noncompetition/nonsolicitation agreements, acceptable to CIBER. With respect to other employees of SCB who are terminated in connection with the Merger, CIBER shall provide severance payments equal to one week's worth of base salary for every year of service to SCB up to a maximum payment of twelve weeks' worth of base salary. (b) To the extent SCBALPHANET's employees continue employment with SCBALPHANET, such employees shall be able to participate in plans in which similarly situated CIBER employees are eligible to participate, and shall receive credit for years of service with SCB ALPHANET for purposes of eligibility and vesting with respect to (i) CIBER's benefit plans, (ii) CIBER's vacation accrual and (iii) CIBER's Stock Plans. (c) CIBER shall continue sponsorship of SCBALPHANET's 401(k) plan in its present form following the Effective Time until it is prepared to commence the process of merging SCBALPHANET's plan into CIBER's plan. SCBALPHANET's 401(k) plan shall be frozen to new contributions in preparation for the merger of the plans as of the date SCBALPHANET's employees first participate in CIBER's 401(k) plan regardless of the date the 401(k) plans are merged. SCB ALPHANET employees shall be permitted to participate in CIBER's 401(k) plan as soon as practical after the Effective Time. (d) CIBER will make available a pool of non-statutory stock options to purchase 200,000 25,000 shares of CIBER Common Stock to be granted to certain employees of SCBALPHANET. Options to purchase such shares shall be granted at the Effective Time, or as soon thereafter as practicable, pursuant to agreements in customary form. The employees who shall receive such options at the Closing shall be determined by mutual agreement of CIBER and SCB ALPHANET prior to the Effective Time. The exercise price of options granted pursuant to this subsection will be the fair market value of the CIBER Closing Stock at the Effective Time. The options shall vest ratably over a period of four (4) years. (e) At the Closing, CIBER will make the change of control payments torequired to be made to Xxxxxxx X. Xxxxx ("Xxxxx") and Xxxx X. Xxxxx ("Xxxxx") under the terms of the Change of Control Agreements which ALPHANET has entered into with Xxxxx and Xxxxx on September 3, and other provisions for, T. Xxxxx Xxxx as set forth on Schedule 5.6(e2002 (the "Change of Control Agreements"). (f) CIBER will use reasonable efforts to offer unused space for a nine month period of time for outplacement services for terminated SCB employees, and will offer up to an aggregate of $95,000 for outplacement services for any such terminated SCB employees.

Employment Agreements and Employee Matters. (a) SCB ALPHANET shall use its reasonable best efforts to obtain and deliver at Closing executed employment agreements in substantially the a form attached hereto as Exhibit E reasonably satisfactory to CIBER from each of Xxxxxxx Xxxxxxxx, Xxxxxxx Gang and Xxxx Xxxxxxxxx (the "“Employment Agreements") from the individuals listed in Schedule 5.6(a) and executed Severance and Nonsolicitation Agreements in substantially the forms attached hereto as Exhibit F (the "Severance/Nonsolicitation Agreements") with the individual listed in Schedule 5.6(a”). CIBER shall provide severance payments to the individuals set forth on Schedule 5.6(a) subject to those individuals executing severance agreements and, if referenced in Schedule 5.6(a) noncompetition/nonsolicitation agreements, acceptable to CIBER. With respect to other employees of SCB who are terminated in connection with the Merger, CIBER shall provide severance payments equal to one week's worth of base salary for every year of service to SCB up to a maximum payment of twelve weeks' worth of base salary. (b) To the extent SCB's ALPHANET’s employees continue employment with SCBALPHANET, such employees shall be able to participate in plans in which similarly situated CIBER employees are eligible to participate, and shall receive credit for years of service with SCB ALPHANET for purposes of eligibility and vesting with respect to (i) CIBER's ’s benefit plans, (ii) CIBER's ’s vacation accrual and (iii) CIBER's ’s Stock Plans. (c) CIBER shall continue sponsorship of SCB's ALPHANET’s 401(k) plan in its present form following the Effective Time until it is prepared to commence the process of merging SCB's ALPHANET’s plan into CIBER's ’s plan. SCB's ALPHANET’s 401(k) plan shall be frozen to new contributions in preparation for the merger of the plans as of the date SCB's ALPHANET’s employees first participate in CIBER's ’s 401(k) plan regardless of the date the 401(k) plans are merged. SCB ALPHANET employees shall be permitted to participate in CIBER's ’s 401(k) plan as soon as practical after the Effective Time. (d) CIBER will make available a pool of non-statutory stock options to purchase 200,000 25,000 shares of CIBER Common Stock to be granted to certain employees of SCBALPHANET. Options to purchase such shares shall be granted at the Effective Time, or as soon thereafter as practicable, pursuant to agreements in customary form. The employees who shall receive such options at the Closing shall be determined by mutual agreement of CIBER and SCB ALPHANET prior to the Effective Time. The exercise price of options granted pursuant to this subsection will be the fair market value of the CIBER Closing Stock at the Effective Time. The options shall vest ratably over a period of four (4) years. (e) At the Closing, CIBER will make the change of control payments torequired to be made to Xxxxxxx X. Xxxxx (“Xxxxx”) and Xxxx X. Xxxxx (“Xxxxx”) under the terms of the Change of Control Agreements which ALPHANET has entered into with Xxxxx and Xxxxx on September 3, and other provisions for, T. Xxxxx Xxxx as set forth on Schedule 5.6(e2002 (the “Change of Control Agreements”). (f) CIBER will use reasonable efforts to offer unused space for a nine month period of time for outplacement services for terminated SCB employees, and will offer up to an aggregate of $95,000 for outplacement services for any such terminated SCB employees.

Employment Agreements and Employee Matters. (a) SCB shall use reasonable efforts to obtain and deliver executed employment agreements in substantially the form attached hereto as Exhibit E (the "Employment Agreements") from the individuals listed in Schedule 5.6(a) and executed Severance and Nonsolicitation Agreements in substantially the forms attached hereto as Exhibit F (the "Severance/Nonsolicitation Agreements") with the individual listed in Schedule 5.6(a). CIBER shall provide severance payments to the individuals set forth on Schedule 5.6(a) subject to those individuals executing severance agreements and, if referenced in Schedule 5.6(a) noncompetition/nonsolicitation agreements, acceptable to CIBER. With respect to other employees of SCB who are terminated in connection with the Merger, CIBER shall provide severance payments equal to one week's worth of base salary for every year of service to SCB up to a maximum payment of twelve weeks' worth of base salary. (b) To the extent SCB's employees continue employment with SCB, such employees shall be able to participate in plans in which similarly situated CIBER employees are eligible to participate, and shall receive credit for years of service with SCB for purposes of eligibility and vesting with respect to (i) CIBER's benefit plans, (ii) CIBER's vacation accrual and (iii) CIBER's Stock Plans. (c) CIBER shall continue sponsorship of SCB's 401(k) plan in its present form following the Effective Time until it is prepared to commence the process of merging SCB's plan into CIBER's plan. SCB's 401(k) plan shall be frozen to new contributions in preparation for the merger of the plans as of the date SCB's employees first participate in CIBER's 401(k) plan regardless of the date the 401(k) plans are merged. SCB employees shall be permitted to participate in CIBER's 401(k) plan as soon as practical after the Effective Time. (d) CIBER will make available a pool of non-statutory stock options to purchase 200,000 shares of CIBER Common Stock to be granted to certain employees of SCB. Options to purchase such shares shall be granted at the Effective Time, or as soon thereafter as practicable, pursuant to agreements in customary form. The employees who shall receive such options at the Closing shall be determined by mutual agreement of CIBER and SCB prior to the Effective Time. The exercise price of options granted pursuant to this subsection will be the fair market value of the CIBER Closing Stock at the Effective Time. The options shall vest ratably over a period of four years. (e) CIBER will make the payments to, and other provisions for, T. Xxxxx Xxxx Scott Cobb as set forth on Schedule 5.6(e5.6(x). (f) CIBER will use reasonable efforts to offer unused space for a nine month period of time for outplacement services for terminated SCB employees, and will offer up to an aggregate of $95,000 for outplacement services for any such terminated SCB employees.