Employment of Employees of the Business. (a) Subject to the provisions of Section 9.9, Buyer shall, during the period between the date hereof and the Closing Date, determine those employees of the Business to whom Company will offer employment as of the Closing. Notwithstanding the foregoing, Company shall not be required to hire any employee or continue the employment of any hired employee for any length of time following the Closing. Seller shall, on or prior to the Closing, implement any and all amendments to Seller's severance benefit plans and arrangements as may be necessary such that any employee hired by Company as of the Closing Date will not be entitled to any benefits thereunder as a result of the consummation of the transactions contemplated by this Agreement or as a result of any termination of employment of any such employee by Company after the Closing. (i) The Investment Plan is maintained pursuant to Section 401(k) of the Code. Seller is obligated to match contributions to the Investment Plan on a one-for-one basis with respect to the first 2% of compensation contributed and a one-for-two basis with respect to the next 2% of compensation contributed by an employee to the Investment Plan, with such contributions made each pay period. All contributions to the Investment Plan due to date have been made, and all contributions due through the Closing Date shall be made by Seller. (ii) Prior to the Closing, Seller and Company shall take such actions as may be necessary or appropriate to terminate the participation of the employees who are transferring to Company in the Investment Plan and to cause the Investment Plan's assets attributable to such employees to be held for or distributed to or for the benefit of such employees as soon as it is administratively feasible after the Closing. The obligation to hold or distribute the assets attributable to the employees referred to in the preceding sentence may, if agreed to by the parties, be satisfied by a plan-to-plan transfer from the Investment Plan to an appropriate plan covering the employees designated by Buyer. If the parties do not agree on a plan-to-plan transfer, then Seller shall cause such obligation shall be satisfied by causing the Investment Plan to make available to each employee a distribution of his or her entire account balance as soon as administratively feasible after the Closing. (iii) The ESOP is an "employee stock ownership plan" as defined in Section 4975(e)(7) of the Code. Seller has contributed 1% of the compensati...

Employment of Employees of the Business. (a) Seller has prepared and attached hereto as Schedule 7.1A a list of all employees of the Business as of the date hereof (the "Employees of the Business"). Due to Seller's concern regarding confidentiality, Buyer has agreed, at Seller's request, not to meet with or interview the Employees of the Business, other than Sim Xxxxx, prior to the Closing Date. Based on recent meetings with Seller's Designees, Buyer has determined that the employees of the Business listed in Schedule 7.1B (the "Redundant Employees") appear not to be required by Buyer in view of the anticipated synergies between the Business and Buyer's graphite and lubricant's business and Buyer currently intends to (b) Buyer shall be responsible for and shall provide severance benefits, if any, that may be due to Continuing Employees as a result of the termination of their employment with Buyer but only such severance benefits as are included as part of the terms of employment offered to and accepted by the Continuing Employees. In addition to other terms and conditions of employment that Buyer, in its sole discretion, may offer to the Continuing Employees, Buyer shall offer the following severance benefits: (i) with respect to any Continuing Employee who resigns his or her employment with Buyer, no severance; (ii) with respect to any Continuing Employee whose employment is terminated by Buyer, with or without cause, within one (1) year after the Closing Date, severance equal to one weeks' pay at the current rate for each two years of service, with credit for service to Seller (which service to Seller is set forth on Schedule 7.1A) Buyer shall have no obligation to any Continuing Employees relating to severance claims relating to their prior employment with Seller, unless such obligations are expressly assumed in writing by Buyer as a term of such Continuing Employee's employment with Buyer. (c) The parties acknowledge that the Assumed Liabilities shall include (i) accrued payroll taxes and payroll for the Employees of the Business existing on the Closing Date and (ii) any other accrued payroll and payroll-related liabilities existing on the Closing Date expressly excluding any severance, accrued vacation, sick leave or any other termination liability relating to the Other Employees.

Employment of Employees of the Business. (a) Purchaser in its sole discretion, may offer employment, as of the Closing Date, on an at-will basis to the Active and Inactive Employees of the Business. Such offer of employment extended by Purchaser shall provide for the employment of the Active Employees accepting such offer at a base salary which is at least equal to the base salary level being paid to each such Employee by WL. (b) Purchaser in its sole discretion, may offer employment on an at-will basis to the Inactive Employees upon the expiration of their applicable leave at a base salary which is at least equal to the base salary level being paid to each such Employee by WL provided that such Employee is able to return to work within six months after the Closing Date or such Employee has a legal right to return to work.

Employment of Employees of the Business. Buyer shall offer employment, effective as of the Closing Date, to each of the Employees listed on Schedule 6.1 attached hereto and who is employed by Seller (and who is not on long-term disability, and if on short-term disability only upon a return to work), on the Closing Date, and at wages substantially comparable to his or her then current wage or salary level; provided, however, that each such Employee consents to the transfer of his or her personnel records to Buyer. Those Employees who accept such offers of employment and become employees of Buyer shall be referred to herein as the "Transferred Employees." Buyer and Seller shall cooperate and use commercially reasonable efforts to minimize all costs of severance pay and benefits, if any, to which an Employee is entitled that are incurred with respect to any such Employee who fails to become a Transferred Employee, including any refusal of such Employee to accept an offer of employment or otherwise, and Buyer and Seller shall bear equally all such costs of severance pay and benefits.

Employment of Employees of the Business. The parties hereto intend that there shall be continuity of employment with respect to the employees of the Business or the Germany Business listed on Schedule 7.1 hereto at the Closing Date (the "Employees"), and Buyer shall offer employment, commencing on the Closing Date, to all Employees, including those on vacation, leave of absence, or disability, who were employed by the Business immediately prior to the Closing Date, on the same salary terms and with substantially comparable benefits as those provided to such Employees by Sellers immediately prior to the Closing (it being understood that Buyer will not provide a defined benefit pension plan for employees of the NA Business but will provide a savings plan which currently offers a 4% profit sharing contribution by Buyer) and with such other terms and conditions as may be required under Applicable Law or under the terms of any applicable collective bargaining agreement; provided, however, that all Continuing Employees of the NA Business shall be offered "at-will" employment unless otherwise required pursuant to an obligation assumed by Buyer under this Article VII and, except as provided in Sections 7.2 and 7.3, nothing herein shall be construed as preventing Buyer from changing the salary terms or benefits provided to Employees. Employees who are to be offered employment by Buyer pursuant to this Section 7.1 and who accept such employment and Employees who transfer automatically by virtue of the UK Employment Regulations, Spanish Employment Regulations or because they are employees of Witco Surfactants shall hereafter be referred to as "Continuing Employees."

Employment of Employees of the Business. (a) Promptly following the Closing, Buyer or Newco shall offer employment to each employee of Seller listed in Section 6.2(a) of the Disclosure Schedule. Any offer of employment to any employee shall be at the rates of compensation, including incentive compensation, set forth in Section 6.2(a) of the Disclosure Schedule. Seller shall terminate or accept the resignation of each employee accepting such offer of employment and Parent and Seller shall remain fully responsible for all compensation and other employment and unemployment obligations of Parent or Seller immediately prior to Closing (both with respect to employees listed in Section 6.2(a) of the Disclosure Schedule and any and all other employees of Parent and Seller immediately prior to the Closing), including, without limitation, (i) any and all obligations under any and all Benefit Plans, (ii) employment agreements with Seller's officers and employees and (iii) agreements with Seller's directors, with respect to each director, officer or employee not receiving, or receiving but not accepting such offer of employment, and (iv) any and all employment-based or other obligations of Parent or Seller, as the case may be, to Maurxxx X. Xxxxxx, XX, xxether arising prior to the Closing Date or any time after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, Parent and Seller shall indemnify Buyer and Newco for any and all Losses (as defined in SECTION 9.2(A) hereof) incurred by Buyer or Newco at any time and from time to time in connection with or related to any and all employment-based or other obligations of Parent or Seller, as the case may be, to Maurxxx X. Xxxxxx, XX, xxether arising prior to the Closing Date or any time after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, the indemnification obligations of Parent and Seller pursuant to this SECTION 6.2(A) shall not be subject to the Seller Indemnification Cap (as defined in SECTION 9.2(A)) set forth in SECTION 9.2(A). (b) Seller shall promptly pay to each employee terminated by Seller pursuant to SECTION 6.2(A) all accrued wages, salary, commission and other employee compensation payments due for services prior to the Closing Date, and in any event no later than such payments would have otherwise been due to said employee; provided, however, that Newco shall pay accrued vacation or holiday pay due to said employees. For each person hired by Buyer whose employment with Seller will b...

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Employment of Employee (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.
Types of Employment 19.1 Employees under this Agreement may be employed in any one of the following employment categories: (a) full-time employment; (b) regular part-time employment; or (c) casual employment. 19.2 At the time of engagement an Employer will inform each Employee of the terms of their engagement, and in particular whether they are to be full-time, regular part-time or casual.
End of Employment If the employment of an employee who is eligible for the bonus ends before annual payment of the bonus, then 1/12 of the sum that was last paid to the employee in seniority bonus shall be paid to the employee at the time of the final wage payment for each month for which the employee has earned annual holiday as of the start of the preceding December.
Statement of Employment An employer shall, in the event of termination of employment, provide upon request to the employee who has been terminated a written statement specifying the period of employment and the classification or type of work performed by the employee.
TYPES OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT 15 General 16 Employees on Daily Hire 17 Casual Employees 18 Employer and Employee Duties 19 Apprentices 20 Sham Contracting 21 Termination of Employment 22 Redundancy 23 Payment of Wages and Time Records 24 Superannuation 25 Insurance 26 Insurance – Minimum Cover / Minimum Benefits 27 Insurance – Employer Liability 28 Accident Makeup Pay 29 Compensation of Tools of Trade and Clothes 30 Application of Site Agreements / Inductions and off the job training / Local Labour – Visa Requirements 31 Hours of Work 32 Presenting for Work but Not Required 33 Overtime 34 Call Back
Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.
Scope of Employment (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.
Terms of Employment This Section 2 sets forth the terms and conditions on which the Company agrees to employ Executive during the period (the "Protected Period") beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the second anniversary of that date, or such earlier date as Executive's employment terminates as contemplated by Section 3.
CONTRACT OF EMPLOYMENT 22.1 At the point of engagement of each Employee, the Employer must inform the person in writing whether the engagement is on a permanent, casual or job share basis, stating by whom the Employee is employed, the job performed, the classification level, office from which they are engaged and the relevant rate of pay. Employees may relocate and transfer their office of engagement provided that there has been consultation between the Parties and it is agreed in writing between the Employer and the Employee. Each new Employee shall upon commencement also be provided with a copy of this Agreement, or alternatively, access to the Agreement in electronic format at the discretion of the Employee. 22.2 The Employer may direct an Employee to carry out such duties as are reasonably within the limits of the Employee's skill, competence and training consistent with the Employee's classification provided that such duties do not promote deskilling. 22.3 If an Employee is absent from work for a period for which they have or will claim workers' compensation, the Employee's contract of employment shall remain intact during the period of absence. The Employer shall continue to make contributions (and where applicable, reports of service) on behalf of the Employee to BUSSQ, XXXX, BEWT, CIPQ and Qleave or NTBuild or other funds nominated herein. The Employee shall also continue to accrue all appropriate leave entitlements for the first twelve months of the Employee's absence due to the workers compensation claim.
DISCIPLINE OF EMPLOYEES Section 1: All charges preferred by the Employer against its employees for violation of its rules or other offenses must be preferred within five (5) days after any such alleged violation or offense has been made known to the official or officials of the Employer or their designees. If the charges are not preferred within the time limits set forth herein, such alleged violation or offense shall be forever barred and extinguished, provided, however, that any violation of the rules pertaining to the mishandling of fares or mis-appropriation of the Employer's funds or property shall not come within the scope of the foregoing provisions of this Section. Additionally, any discipline meted out in other than fare violations must be begun within five (5) days of notification to the employee. Section 2: If any employee is charged with an offense involving the mishandling of fares, drunkenness, possession or use of an illegal substance or the misappropriation of the Employer's funds or property, neither such charges nor discipline meted out in connection therewith shall be subject to the grievance and arbitration procedures provided for in this Agreement unless and until the grievance and/or demands for arbitration in such cases be accompanied by a signed authorization from the employee involved releasing the Employer and the Union to submit any and all information and facts pertaining to the case to whomever they may concern. Section 3: When the Employer disciplines an employee and/or places a written entry of the incident in the employee's file, the employee and Union involved shall be furnished a copy of the entry. An employee may examine and copy from his/her own employee file at any reasonable time. After thirty (30) months all materials pertaining to discipline in an employee's file will not be used for disciplinary purposes. Section 4: If, as a result of investigation or upon appeal, the discipline, suspension or dismissal of an employee is found to have been without just cause, his/her record of the alleged offense will be cleared, and if time has been lost, the employee will be paid for such loss of time by the Employer in accordance with the amount s/he would have received had s/he not been held from service.

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