Common use of Employment of Business Employees Clause in Contracts

Employment of Business Employees. The Acquired Companies shall continue the employment of all Business Employees for at least ninety (90) days after the Closing Date, excluding employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence). Employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence) shall not become employees of an Acquired Company as of the Closing Date, and shall remain the responsibility of Seller for all purposes. Each such PH Business employee not actively employed as of the Closing Date shall be offered employment by an Acquired Company on the first date that such PH Business employee is eligible to return to active service and reports to active service with an Acquired Company; provided, however, that (i) such return to active employment date is within ninety (90) days following the Closing Date or, if longer, within the period required by Law to return to active employment and (ii) any such PH Business employee who is hired by an Acquired Company shall be treated as a Business Employee only with respect to the period after such date of hire but such PH Business Employee shall be treated in all respects as other PH Business Employees hereunder. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any such PH Business employee in connection with cessation of employment prior to or on such hire date by an Acquired Company. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any Business Employee or Former Business Employee in connection with cessation of employment of any such Person prior to or on the Closing Date. For the 2016 calendar year, the Company shall apply the predecessor-successor rule under Code Section 3121(a)(1) and similar state laws which allows compensation paid with respect to employment of the Business Employees by Seller and its Subsidiaries during the portion of the 2016 calendar year prior to the Closing Date to be considered as having been paid by the successor Company for FICA, FUTA, SUTA and similar purposes. The Seller and its Subsidiaries will transfer W-2 responsibility, and all data with respect to payroll and withholdings, for the Business Employees for 2016 to the Company as of the Closing Date, including all applicable payroll and withholding information necessary for W-2 reporting and unemployment withholding and similar state reporting and withholding for all Business Employees and all W-4s for each Business Employee and shall comply with the predecessor-successor rules for application of the alternate procedure as set forth in IRS Revenue Procedure 2004-53.

Employment of Business Employees. The Acquired Companies Purchaser shall -------------------------------- continue the employment of all each Business Employee who is employed by Xxxxxxx XX immediately prior to the Closing Date (A) in a position requiring reasonably comparable skills and abilities as such Business Employee's position as of immediately prior to the Closing Date requires, (B) with annual base salary, or weekly or hourly rate of pay, which is not less than such Business Employee's pay as of immediately prior to the Closing Date, and (C) with a work status (full or part-time, including number of hours-per-week worked) that is not changed from that in effect immediately prior to the Closing Date ("COMPARABLE EMPLOYMENT"). Each Business Employee who continues employment with Xxxxxxx XX, Purchaser or its Affiliates shall be referred to as a "TRANSFERRED EMPLOYEE." Purchaser shall have the opportunity, not less than 30 days before the Effective Time, to designate up to nine Business Employees as to whom Purchaser shall not have the obligation to offer Comparable Employment (the "NONTRANSFERRED EMPLOYEES"), provided that such designations are made for at least ninety (90reasons that do not violate applicable Law, and such Nontransferred Employees shall not be deemed to be Transferred Employees. Seller shall provide reasonable access to Purchaser to meet with and interview the Business Employees, on such reasonable conditions as may be imposed by Seller, for the purpose of determining which, if any, shall be Nontransferred Employees, provided that such meetings and interviews shall not disrupt the operations of Xxxxxxx XX. In its sole discretion, Seller may rehire or retain such Nontransferred Employees or terminate such Nontransferred Employees in accordance with Seller's policies. Seller shall retain all obligations with respect to such Nontransferred Employees. Xxxxxxx XX, Purchaser and its Affiliates shall have no responsibility or obligations with respect to such Nontransferred Employees unless Xxxxxxx XX, Purchaser or its Affiliates hire any such Nontransferred Employee(s) days within 12 months after the Closing Date, excluding employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence). Employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence) in which event Purchaser shall not become employees of an Acquired Company as of the Closing Date, and shall remain the responsibility of reimburse Seller for all purposes. Each such PH Business employee not actively employed as of the Closing Date shall be offered employment by an Acquired Company on the first date that such PH Business employee is eligible to return to active service and reports to active service with an Acquired Company; provided, however, that (i) such return to active employment date is within ninety (90) days following the Closing Date or, if longer, within the period required by Law to return to active employment and (ii) any such PH Business employee who is hired by an Acquired Company shall be treated as a Business Employee only with respect to the period after such date of hire but such PH Business Employee shall be treated in all respects as other PH Business Employees hereunder. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any such PH Business employee costs incurred in connection with cessation the termination of employment prior to or on such hire date by an Acquired Company. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any Business Employee or Former Business Employee in connection with cessation of employment of any such Person prior to or on the Closing Date. For the 2016 calendar year, the Company shall apply the predecessor-successor rule under Code Section 3121(a)(1) and similar state laws which allows compensation paid with respect to employment of the Business Employees by Seller and its Subsidiaries during the portion of the 2016 calendar year prior to the Closing Date to be considered as having been paid by the successor Company for FICA, FUTA, SUTA and similar purposes. The Seller and its Subsidiaries will transfer W-2 responsibility, and all data with respect to payroll and withholdings, for the Business Employees for 2016 to the Company as of the Closing Date, including all applicable payroll and withholding information necessary for W-2 reporting and unemployment withholding and similar state reporting and withholding for all Business Employees and all W-4s for each Business Employee and shall comply with the predecessor-successor rules for application of the alternate procedure as set forth in IRS Revenue Procedure 2004-53Nontransferred Employee(s).

Employment of Business Employees. The Acquired Companies shall continue the employment of all Business Employees for at least ninety (90) days after the Closing Date, excluding employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence). Employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence) shall not become employees of an Acquired Company as As of the Closing Date, the Parents shall cause the Company and shall remain its Subsidiaries to (i) continue to employ (where employment continues automatically by operation of law) on the responsibility Closing Date, or (ii) offer employment (where employment does not continue automatically by operation of Seller for all purposes. Each such PH Business employee not actively employed law) as of the Closing Date shall be offered employment by an Acquired Company on to, each Business Employee who is actively employed immediately prior to the first date that such PH Business employee is eligible to return to active service and reports to active service with an Acquired Company; provided, however, that Closing Date (the employees described in clauses (i) such return to active employment date is within ninety (90) days following the Closing Date or, if longer, within the period required by Law to return to active employment and (ii) any who continue employment with the Company or its Subsidiaries or accept such PH offers of employment with the Company or its Subsidiaries will be referred to as the “Company Employees”). The Company also shall, or shall cause its Subsidiaries to, continue to employ (where employment continues automatically by operation of law) or offer re-instatement or employment (where employment does not continue automatically by operation of law), as the case may be, to each Business employee Employee who is hired by an Acquired Company shall be treated as a Business Employee only with respect not actively employed immediately prior to the period after such date Closing Date and who has a right of hire but such PH Business Employee shall be treated re-instatement (collectively, “Inactive Employees”), in all respects as each case on return from any leave or other PH Business Employees hereunder. Seller shall retain all responsibilities and Liabilities with respect absence to any severance-related payments the extent the Parents or benefits for any such PH Business employee in connection with cessation of employment prior to or on such hire date by an Acquired Company. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any Business Employee or Former Business Employee in connection with cessation of employment of any such Person prior to or on the Closing Date. For the 2016 calendar year, the Company shall apply the predecessor-successor rule under Code Section 3121(a)(1) and similar state laws which allows compensation paid with respect to employment of the Business Employees by Seller and its Subsidiaries during the portion of the 2016 calendar year their respective Affiliates would have been required immediately prior to the Closing Date to reinstate such Inactive Employee pursuant to Applicable Law or any applicable Parent policy (pursuant to the terms of such policy as in effect as of the date hereof). A list of Inactive Employees as of February 1, 2007 is set forth on Schedule 8.01(a). Such list shall be considered as having been paid updated by the successor Company for FICA, FUTA, SUTA and similar purposes. The Seller and its Subsidiaries will transfer W-2 responsibility, and all data with respect to payroll and withholdings, for the Business Employees for 2016 to the Company Parents as of the Closing Date, including all applicable payroll and withholding information necessary for W-2 reporting and unemployment withholding and similar state reporting and withholding for all Business Employees and all W-4s for each Business . Any Inactive Employee and shall comply with who returns to active employment or becomes actively employed by the predecessor-successor rules for application Company or its Subsidiaries upon conclusion of the alternate procedure his or her leave or absence as set forth in IRS Revenue Procedure 2004this Section 8.01(a) shall be treated as a Company Employee upon his or her return to active employment with the Company or its Subsidiaries. Business Employees who do not become actively employed by the Company or its Subsidiaries shall not be considered Company Employees under this Agreement, and the Company or its Subsidiaries shall have no obligations or liability with respect to such employees except for any benefits payable under any Transferred DB Plans as described in this Article VIII. For such employees, any and all employment-53related obligations and liabilities (except for any benefits payable under any Transferred DB Plans as described in this Article VIII) shall remain with the applicable Parent or its Affiliates (other than the Company and its Subsidiaries).

Employment of Business Employees. The Acquired Companies shall continue (a) Subject to the employment of all Business Employees for at least ninety agreed upon reduction in force set forth in Section 5.18, within five (905) business days after before the Closing Date, excluding employees issuance of the PH Business who are not actively employed as Section 363/365 Order by the Bankruptcy Court approving the Acquisition by the Purchaser, the Purchaser shall make offers of the Closing (e.g.employment, on a leave of absence). Employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence) shall not become employees of an Acquired Company effective as of the Closing Date, and shall remain the responsibility of Seller for all purposes. Each such PH Business employee not actively employed as of the Closing Date shall be offered employment by an Acquired Company on the first date that such PH Business employee is eligible to return to active service and reports to active service with an Acquired Company; provided, however, that (i) substantially all of the employees of the Seller who are primarily engaged in the operation of the Business, including, specifically, all employees who may be subject to the Assumed SIP Guarantees (those who accept such return offers are referred to active employment date is within ninety (90collectively as the "Transferred Employees") days following the Closing Date or, if longer, within the period required by Law to return to active employment and (ii) any such PH substantially all of the employees of the Seller's Affiliates and subsidiaries (other than the Transferred Subs) who are primarily engaged in the Business employee in respect of jurisdictions where the Business is operated by a Transferred Sub and who is hired would not otherwise transfer to Purchaser's group or a Transferred Sub automatically by an Acquired Company shall be treated operation of law as a Business Employee only result of the Acquisition and who have been identified by Seller in a letter to Purchaser (those who accept such offers are referred to collectively as the "Mismatched Employees"), on terms and conditions that, with respect to the period after such date of hire but such PH Business Employee shall be treated retention bonus, are equivalent in all material respects as to the retention bonus currently offered to each such employee by the Seller, Trans- ferred Sub and Mismatched Employer, with respect to salary, sales commissions and annual bonus are substantially similar in all material respects to those currently offered to similarly situated employees of Purchaser, and with respect to other PH Business matters, are, subject to any overriding legal and regulatory requirements, substantially similar, in the aggregate, in accordance with Purchaser's established policies, including, but not limited to, eligibility requirements, to those currently offered to similarly situated employees of Purchaser. For the avoidance of doubt, Purchaser is not hereby obligated to employ any of the Transferred Employees hereunderor Mismatched Employees for any particular period. Notwithstanding the foregoing, the Purchaser shall not be liable for any amount of any sales commissions, annual bonus or retention bonus attributable to any period prior to the Closing. The Seller shall retain pay all responsibilities and Liabilities amounts accrued by any Transferred Employee or Mismatched Employee under the Seller's Incentive Compensation Plan, Seller's or Mismatched Employers' sales commission plans, the Seller's Key Performance Award Plan or the Seller's Special Management Incentive Plan (collectively, the "Incentive Plans") with respect to any severance-related payments full or partial calendar month ending on or before the Closing. The provisions of the preceding sentence shall apply only to liability to pay bonuses under the plans described in this Section 5.8(a) and all other compensation and benefits for payable to such Transferred Employees and Mismatched Employees shall be payable to the same by their respective employers during the respective periods of employment. Notwithstanding any such PH Business employee provision in connection with cessation of employment prior to or on such hire date by an Acquired Company. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any Business Employee or Former Business Employee in connection with cessation of employment of any such Person prior to or on the Closing Date. For the 2016 calendar yearthis Agreement, the Company Purchaser shall apply recognize, honor and assume the predecessor-successor rule under Code Section 3121(a)(1) liability for each such Transferred Employees and similar state laws which allows compensation paid Mismatched Employee's accrued but unused vacation and sick time with respect to employment of the Business Employees by Seller Seller, Transferred Subs and its Subsidiaries during the portion of the 2016 calendar year prior to the Closing Date to be considered Mismatched Employers, as having been paid by the successor Company for FICA, FUTA, SUTA and similar purposes. The Seller and its Subsidiaries will transfer W-2 responsibility, and all data with respect to payroll and withholdings, for the Business Employees for 2016 to the Company accrued as of the Closing Date, including all applicable payroll and withholding information necessary for W-2 reporting and unemployment withholding and similar state reporting and withholding for all Business Employees and all W-4s for each Business Employee and shall comply with the predecessor-successor rules for application of the alternate procedure as set forth in IRS Revenue Procedure 2004-53Closing.

Employment of Business Employees. The Acquired Companies shall continue the employment of all Business Employees for at least ninety (90) days after the Closing Date, excluding employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence). Employees of the PH Business who are not actively employed as of the Closing (e.g., on a leave of absence) shall not become employees of an Acquired Company as As of the Closing Date, and shall remain Xxxxx Corning shall, or cause its Subsidiaries to, (i) continue to employ (where employment continues automatically by operation of law) on the responsibility Closing Date, or (ii) offer employment (where employment does not continue automatically by operation of Seller for all purposes. Each such PH Business employee not actively employed law) as of the Closing Date shall be offered employment by an Acquired Company on to, each Business Employee who is actively employed immediately prior to the first date that such PH Business employee is eligible to return to active service and reports to active service with an Acquired Company; provided, however, that Closing Date (the employees described in clauses (i) such return to active employment date is within ninety (90) days following the Closing Date or, if longer, within the period required by Law to return to active employment and (ii) any who continue employment with Xxxxx Corning or its Subsidiaries or accept such PH offers of employment with Xxxxx Corning or its Subsidiaries will be referred to as the “Transferred Employees”). Xxxxx Corning also shall, or shall cause its Subsidiaries to, continue to employ (where employment continues automatically by operation of law) or offer re-instatement or employment (where employment does not continue automatically by operation of law), as the case may be, to each Business employee Employee who is hired by an Acquired Company shall be treated as a Business Employee only with respect not actively employed immediately prior to the period after such date Closing Date and who has a right of hire but such PH Business Employee shall be treated re-instatement (collectively, “Inactive Employees”), in all respects as each case on return from any leave or other PH Business Employees hereunder. Seller shall retain all responsibilities and Liabilities with respect absence to any severancethe extent Saint-related payments Gobain or benefits for any such PH Business employee in connection with cessation of employment prior to or on such hire date by an Acquired Company. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any Business Employee or Former Business Employee in connection with cessation of employment of any such Person prior to or on the Closing Date. For the 2016 calendar year, the Company shall apply the predecessor-successor rule under Code Section 3121(a)(1) and similar state laws which allows compensation paid with respect to employment of the Business Employees by Seller and its Subsidiaries during the portion of the 2016 calendar year Affiliates would have been required immediately prior to the Closing Date to be considered as having been paid by the successor Company for FICA, FUTA, SUTA and similar purposes. The Seller and its Subsidiaries will transfer W-2 responsibility, and all data with respect reinstate such Inactive Employee pursuant to payroll and withholdings, for the Business Employees for 2016 Applicable Law or any applicable Saint-Gobain policy (pursuant to the Company terms of such policy as in effect as of the date hereof). A list of Inactive Employees as of July 10, 2007 is set forth on Schedule 8.01(a). Such list shall be updated by Saint-Gobain as of the Closing Date, including all applicable payroll and withholding information necessary for W-2 reporting and unemployment withholding and similar state reporting and withholding for all Business Employees and all W-4s for each Business . Any Inactive Employee and shall comply with the predecessor-successor rules for application who returns to active employment or becomes actively employed by Xxxxx Corning or its Subsidiaries upon conclusion of the alternate procedure his or her leave or absence as set forth in IRS Revenue Procedure 2004this Section 8.01(a) shall be treated as a Transferred Employee upon his or her return to active employment with Xxxxx Corning or its Subsidiaries. Business Employees who do not become actively employed by Xxxxx Corning or its Subsidiaries shall not be considered Transferred Employees under this Agreement, and Xxxxx Corning and its Subsidiaries shall have no obligations or liability with respect to such employees except for any benefits payable under any Transferred DB Plans as described in this Article VIII. For such employees, any and all employment-53related obligations and liabilities (except for any benefits payable under any Transferred DB Plans as described in this Article VIII) shall remain with Saint-Gobain or its Affiliates.