Common use of Employment of Employees at Closing Clause in Contracts

Employment of Employees at Closing. On the Closing Date Buyer shall (i) offer to employ the Employees, on an at-will basis, at the same compensation levels and on substantially the same other terms and conditions of employment in effect as of the Determination Time; and (ii) except as provided below in this Section 6.3(a) and in the last sentence of Section 6.3(b), assume sponsorship of the Employee Benefit Plans and Benefit Arrangements except for the USI Stock Option Plan. The preceding sentence shall not require that after the Closing Date Buyer continue to employ such Employees, or continue to employ such Employees at the same compensation levels or otherwise on substantially similar terms and conditions of employment, in effect as of the Determination Time provided that the foregoing shall not in any manner impair or otherwise reduce the assumption of liability relating to COBRA and life insurance required to be made pursuant to the preceding sentence. Notwithstanding clause (ii) above Buyer shall not be required to assume or continue sponsorship of the Employee Benefit Plans which provide life, health and medical benefits, including COBRA, if Buyer establishes its own plans (the "Buyer's Plans") and Buyer's Plans assumes all liabilities relating to COBRA and life insurance relating to the Employees and the Other Participants and provides benefits which are substantially similar to the benefits provided in such Employee Benefit Plans (provided that without in any manner impairing or otherwise reducing the assumption of liabilities required to be made pursuant to this sentence, this sentence shall not require Buyer to provide after the Closing Date benefits which are substantially similar). With respect to Employees, solely for the benefit of Sellers and not any Employees, Buyer hereby agrees to indemnify Sellers from any and all termination or severance liability (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq., the continuation coverage rules of Section 4980B of the Internal Revenue Code and part 6 of Subtitle B of Title I of ERISA ("COBRA"), and any similar state and local laws), and Buyer hereby agrees to indemnify Sellers from any liabilities arising out of the Employee Benefit Plans and Benefit Arrangements and COBRA in relation to the Other Participants after the Determination Time. Sellers agree that with respect to COBRA, to the extent that Sellers' insurance carrier will not permit the assumption of any Employee Benefit Plan (which includes the continuation of insurance) by Buyer with respect to COBRA claims respecting Employees and Other Participants and Buyer cannot obtain insurance regarding such COBRA claims at reasonable premiums, Buyer shall not be required to assume such Employee Benefit Plan provided that Buyer shall reasonably cooperate with Sellers after the Closing to permit such assumption to be made. To the best of Seller's knowledge all Employee Benefit Plans and Arrangements can be amended on a prospective basis and terminated prospectively without material liability except for liabilities existing on the date of such termination or amendment.

Employment of Employees at Closing. On the Closing Date Date, Buyer shall (i) offer continue to employ the Employees (other than the Canadian Employees) of the Companies and their Subsidiaries. Employees not covered by a collective bargaining agreement shall be employed at substantially equivalent (except that in determining any such equivalence, on an at-will basisany benefit relating to equity ownership (including stock options) of any entity shall not be taken into account) compensation and benefit levels. Employees covered by a collective bargaining agreement shall be employed, at the same compensation levels wages and on substantially the same other terms and conditions of employment in effect as of the Determination Time; and (ii) except as provided below in this Section 6.3(a) and in the last sentence of Section 6.3(b)Closing Date. Additionally, assume sponsorship of Buyer agrees to continue the Employee Benefit Plans and Benefit Arrangements except either (A) pursuant to any collective bargaining agreement, as may be amended from time to time or (B) for Employees not covered by a collective bargaining agreement, on substantially equivalent terms, in the aggregate, for a period of six (6) months following the Closing Date; provided, however, that Buyer shall not be obligated to continue any stock contribution under the Transfer 401(k) Plan, stock option plans or any other equity plan or arrangement maintained by the Companies and their Subsidiaries or Sellers granting options to any Employees for the USI Stock Option Planpurchase of any Shares or shares of common stock of Sellers. The preceding sentence Subject to the Closing, Buyer shall not require that after deliver a letter to all Canadian Employees confirming the Closing Date Buyer continue to employ such Employeessale of the Canadian Business and stating that, or continue to employ such Employees at in accordance with applicable law, the same compensation levels or otherwise on substantially similar terms and conditions of employment, employment of such employees of the Canadian Business after Closing will be continued by Buyer on terms substantially equivalent in effect the aggregate to those existing as of the Determination Time provided Closing Date (except that the foregoing shall not in determining any manner impair or otherwise reduce the assumption of liability such equivalence, any benefit relating to COBRA and life insurance required to be made pursuant to the preceding sentence. Notwithstanding clause equity ownership (iiincluding stock options) above Buyer of any entity shall not be required to assume or continue sponsorship of the Employee Benefit Plans which provide life, health and medical benefits, including COBRA, if Buyer establishes its own plans (the "Buyer's Plans") and Buyer's Plans assumes all liabilities relating to COBRA and life insurance relating to the Employees and the Other Participants and provides benefits which are substantially similar to the benefits provided in such Employee Benefit Plans (provided that without in any manner impairing or otherwise reducing the assumption of liabilities required to be made pursuant to this sentence, this sentence shall not require Buyer to provide after the Closing Date benefits which are substantially similartaken into account). With respect to Employees, solely for the benefit of Sellers and not any Employees, Buyer hereby agrees to shall indemnify Sellers from any and all termination or severance liability incurred with respect to terminations subsequent to the Closing Date, and Sellers shall indemnify Buyer from any and all termination or severance liability incurred on or prior to the Closing Date which has not been properly accrued prior to the Closing Date (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq.WARN, the continuation coverage rules of Section 4980B of the Internal Revenue Code and part 6 of Subtitle B of Title I of ERISA ("COBRA"), and any similar state and state, local laws), and Buyer hereby agrees to indemnify Sellers from any liabilities arising out of the Employee Benefit Plans and Benefit Arrangements and COBRA in relation to the Other Participants after the Determination Time. Sellers agree that or foreign laws with respect to COBRA, to the extent that Sellers' insurance carrier will not permit the assumption of any Employee Benefit Plan (which includes the continuation of insurance) by Buyer with respect to COBRA claims respecting Employees and Other Participants and Buyer cannot obtain insurance regarding such COBRA claims at reasonable premiums, Buyer shall not be required to assume such Employee Benefit Plan provided that Buyer shall reasonably cooperate with Sellers after the Closing to permit such assumption to be made. To the best of Seller's knowledge all Employee Benefit Plans and Arrangements can be amended on a prospective basis and terminated prospectively without material liability except for liabilities existing on the date of such termination or amendmentEmployees).

Employment of Employees at Closing. On Parent shall (and shall cause the Surviving Corporation to) cause Rexair to continue to employ each Current Employee on the Closing Date Buyer and through the business day next following the Closing Date at the same level of base salary and annual cash bonus and, subject to Section 6.03(e), with employee benefits that are comparable in the aggregate to the employee benefits provided to Current Employees immediately prior to the Closing Date (the “Employment Terms”). For any portion of the period commencing on the business day next following Closing Date and ending on December 31, 2005 during which a Current Employee continues to be employed by Rexair, the Surviving Corporation, Parent or any of their respective Affiliates, Parent shall or shall cause such entity to provide to such Current Employee the Employment Terms applicable for such Current Employee. Nothing herein shall prohibit Parent, the Surviving Corporation or Rexair from terminating any of the Rexair Plans or from making a determination to discontinue the employment of any Current Employee at any time after the Closing Date, provided that Parent shall or shall cause the Surviving Corporation or Rexair to provide (i) offer to employ any Current Employee with whom the EmployeesCompany has entered into a Severance Agreement on or prior to the date hereof as described in Schedule 4.13, on an at-will basis, at the same compensation levels and on substantially the same other terms and conditions of employment severance benefits in effect accordance with such Current Employee’s Severance Agreement as of the Determination Timedescribed in Schedule 4.13; and (ii) except as provided below to any Current Employee with whom the Company has not entered into a Severance Agreement, whose employment is terminated prior to December 31, 2005, severance benefits no less favorable to such Current Employee than those described in this Section 6.3(a) and in Schedule 4.13 under the last sentence of Section 6.3(b), assume sponsorship of the Employee Benefit Plans and Benefit Arrangements except for the USI Stock Option Plancaption “Rexair standard severance practice”. The preceding sentence shall not require that after the Closing Date Buyer continue to employ such Employees, or continue to employ such Employees at the same compensation levels or otherwise on substantially similar terms and conditions of employment, in effect as of the Determination Time provided that the foregoing shall not in any manner impair or otherwise reduce the assumption of liability relating to COBRA and life insurance required to be made pursuant to the preceding sentence. Notwithstanding clause (ii) above Buyer shall not be required to assume or continue sponsorship of the Employee Benefit Plans which provide life, health and medical benefits, including COBRA, if Buyer establishes its own plans (the "Buyer's Plans") and Buyer's Plans assumes all liabilities relating to COBRA and life insurance relating to the Employees and the Other Participants and provides benefits which are substantially similar to the benefits provided in such Employee Benefit Plans (provided that without in any manner impairing or otherwise reducing the assumption of liabilities required to be made pursuant to this sentence, this sentence shall not require Buyer to provide after the Closing Date benefits which are substantially similar). With respect to Employees, solely for the benefit of Sellers and not any Employees, Buyer Parent hereby agrees to cause the Surviving Corporation to indemnify Sellers JUSI, Jacuzzi and their respective affiliates from any and all termination or severance liability (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq., the continuation coverage rules of Section 4980B of the Internal Revenue Code and part 6 of Subtitle B of Title I of ERISA COBRA ("COBRA"), as defined below) and any similar state and or local laws), and Buyer hereby agrees to indemnify Sellers from any liabilities arising out of the Employee Benefit Plans and Benefit Arrangements and COBRA in relation to the Other Participants after the Determination Time. Sellers agree that ) with respect to COBRA, to the extent that Sellers' insurance carrier will not permit the assumption Employees in respect of any Employee Benefit Plan (which includes breach of the continuation provisions of insurance) by Buyer with respect to COBRA claims respecting Employees and Other Participants and Buyer cannot obtain insurance regarding such COBRA claims at reasonable premiums, Buyer shall not be required to assume such Employee Benefit Plan provided that Buyer shall reasonably cooperate with Sellers this Section 6.03 or any termination of employment occurring on or after the Closing to permit such assumption to be made. To the best of Seller's knowledge all Employee Benefit Plans and Arrangements can be amended on a prospective basis and terminated prospectively without material liability except for liabilities existing on the date of such termination or amendmentDate.

Employment of Employees at Closing. On As of the date hereof, Sellers have provided Buyer with a preliminary list of Employees, including, with respect to each Employee whose annual salary is in excess of $50,000, each such employee’s job/position/title, salary or grade level, and target bonus. Sellers agree to provide Buyer with an update to such list of Employees each month prior to the Closing, based upon new hires and departures of Employees as of the date of such update. Prior to the Closing Date Date, Buyer shall (i) make an offer of employment to employ each Employee, such employment to be effective as of the EmployeesClosing Date. Such offer shall be, with respect to Employees of the Transferred Business not covered by a collective bargaining agreement, in comparable positions and at substantially equivalent salary or wage rates as those with Sellers as of the Closing Date, and with respect to those Employees of the Transferred Business covered by a collective bargaining agreement, in accordance with Section 8.02 below. Notwithstanding the previous provisions of this Section 8.01(a), any offer of employment by Buyer to a management group member of the Transferred Business may be on an at-will basis, at the same compensation levels and on substantially the same other such terms and conditions of employment as are agreed in effect writing between Buyer and the management group member as of the Determination Time; and (ii) except as provided below in this Section 6.3(a) and in the last sentence of Section 6.3(b), assume sponsorship of the Employee Benefit Plans and Benefit Arrangements except for the USI Stock Option Plandate hereof. The preceding sentence shall not require that after the Closing Date Buyer continue to employ such Employees, or continue to employ such Employees at the same compensation levels or otherwise on substantially similar terms and conditions of employment, in effect as of the Determination Time provided that the foregoing shall not in any manner impair or otherwise reduce the assumption of liability relating to COBRA and life insurance required to be made pursuant to the preceding sentence. Notwithstanding clause (ii) above Buyer shall not be required to assume or continue sponsorship of the Employee Benefit Plans which provide life, health and medical benefits, including COBRA, if Buyer establishes its own plans (the "Buyer's Plans") and Buyer's Plans assumes all liabilities relating to COBRA and life insurance relating to the Employees and the Other Participants and provides benefits which are substantially similar to the benefits provided in such Employee Benefit Plans (provided that without in any manner impairing or otherwise reducing the assumption of liabilities required to be made pursuant to this sentence, this sentence shall not require Buyer to provide after the Closing Date benefits which are substantially similar). With respect to Employees, solely for the benefit of Sellers and not any Employees, Buyer hereby agrees to indemnify Sellers from any and all termination or and/or severance liability Liability incurred with respect to Employees (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq., the continuation coverage rules of Section 4980B of the Internal Revenue Code and part 6 of Subtitle B of Title I of ERISA ("“COBRA"”), and any similar state and state, province, local laws), and Buyer hereby agrees to indemnify Sellers from any liabilities arising out of the Employee Benefit Plans and Benefit Arrangements and COBRA in relation to the Other Participants after the Determination Time. Sellers agree that or foreign laws with respect to COBRA, the Employees). Prior to the extent Closing Date, Sellers shall amend the Selkirk Standard Procedures Termination Guidelines policy and Severance Benefits policy (collectively, the “Severance Policies”) to expressly provide that Sellers' insurance carrier will the sale of the Business contemplated hereby does not permit give rise to an involuntary termination of employment and that no Employee who is covered by the assumption of any Employee Benefit Plan (which includes the continuation of insurance) by Buyer with respect Severance Policies shall be eligible to COBRA claims respecting Employees and Other Participants and Buyer cannot obtain insurance regarding such COBRA claims at reasonable premiums, Buyer shall not be required to assume such Employee Benefit Plan provided that Buyer shall reasonably cooperate with Sellers after the Closing to permit such assumption to be made. To the best of Seller's knowledge all Employee Benefit Plans and Arrangements can be amended on a prospective basis and terminated prospectively without material liability except for liabilities existing receive severance pay or other benefits based solely on the date sale of the Business. Sellers shall promptly notify such termination or amendmentEmployees of the amendment in a manner which is consistent with the past practices of the Transferred Business.