Common use of Employment of Transferred Employees Clause in Contracts

Employment of Transferred Employees. (a) Buyer shall employ the Transferred Employees as of 12:01 a.m. on the Closing Date. The applicable time described in this Section 2.4 is referred to in this Agreement as the “Hire Date.” (b) In the event that during the Continuation Period, (1) the employment of a Transferred Employee is terminated by Buyer, other than For Cause or other than due to such Transferred Employee’s death or disability, or (2) Buyer fails to provide a Transferred Employee with Base Compensation and benefits that are substantially comparable, in the aggregate, to the Base Compensation and benefits as was in effect immediately prior to the Closing Date and such Transferred Employee resigns his or her employment with Buyer within thirty (30) days following such failure, then Buyer shall be responsible for and shall pay to such Transferred Employee, in a lump sum payment, not later than sixty (60) days following the date of the Transferred Employee’s termination of employment, at least the following severance benefit (the “Severance Benefits”): two weeks of the Employee’s Base Compensation at termination of employment (or if greater, the Employee’s Base Compensation in effect immediately prior to the Closing Date) for each full year of service (pro-rated for partial years), measured from the Transferred Employee’s date of hire reflected in Schedule 1.1; provided, however, that in no event shall such Severance Benefit be less than six (6) weeks of such Base Compensation, and further provided that Buyer’s obligation to pay the Severance Benefits shall be subject to the Transferred Employee first executing Buyer’s standard form release of all claims against Buyer and its Affiliates, with such release to include a release of all claims against Seller and its Affiliates. The costs incurred for the Severance Benefits shall be borne exclusively by Buyer. (c) During the Continuation Period, Buyer shall provide to the Transferred Employees Base Compensation and benefits that are substantially similar, in the aggregate, to the benefits that were provided to such Transferred Employees by Seller immediately prior to the Closing Date.

Employment of Transferred Employees. (a) Buyer shall employ the Transferred Employees employ, as of 12:01 a.m. on the Closing Date. The applicable time described in this Section 2.4 is referred to in this Agreement , all of the Employees who accept Buyer’s offer of employment, except that each Absent Employee shall be deemed employed by Buyer as of 12:01 a.m. on the “Hire Absent Employee’s Start Date.” (b) In the event that (1) on the Closing Date or during the Continuation Period, (1) the employment of a Transferred Employee (other than a Transferred Employee covered by a collective bargaining agreement) is terminated by Buyerterminated, other than For Cause or other than due to such Transferred Employee’s death or disabilityCause, or (2) during the Continuation Period, Buyer fails to provide a Transferred Employee (other than a Transferred Employee covered by a collective bargaining agreement) with at least the same level of Base Compensation and benefits that are substantially comparable, in the aggregate, to the Base Compensation and benefits as was in effect immediately prior to the Closing Date and such Transferred Employee resigns his or her employment with Buyer within thirty (30) days following such failureDate, then Buyer shall be responsible for and shall pay to such Transferred Employee, in a lump sum payment, not later than sixty (60) days following the date of the Transferred Employee’s termination of employment, at least the following severance benefit (the “Severance Benefits”): benefit: two weeks of the Employee’s Base Compensation at termination of employment (or if greater, the Employee’s Base Compensation in effect immediately prior to the Closing Date) for each full or partial year of service (pro-rated for partial years)service, measured from the Transferred Employee’s date of hire reflected in Schedule 1.1, not to exceed fifty-two (52) weeks of such Base Compensation; provided, however, that in no event shall such Severance Benefit severance benefit be less than six (6) weeks of such Base Compensation, and further provided that Buyer’s obligation to pay the Severance Benefits shall be subject to the Transferred Employee first executing Buyer’s standard form release of all claims against Buyer and its Affiliates, with such release to include a release of all claims against Seller and its Affiliates. The costs incurred for incurred, directly or indirectly, in connection with the Severance Benefits termination of employment of any Transferred Employee on or after the Closing Date shall be borne exclusively by Buyer. The foregoing sets forth Buyer’s sole obligation for severance payable to any Employee in connection with the Business and the transactions contemplated by the Sale Agreement. (c) During the Continuation Period, Buyer shall provide to the Transferred Employees Base Compensation and benefits that are substantially similar, in the aggregate, to the benefits that were provided to such Transferred Employees by Seller immediately prior to the Closing Date.

Employment of Transferred Employees. (a) Buyer shall employ the Transferred Employees employ, as of 12:01 a.m. on the Closing Date. The applicable time described in this Section 2.4 is referred to in this Agreement , all of the Employees who accept Buyer’s offer of employment, except that each Absent Employee shall be deemed employed by Buyer as of 12:01 a.m. on the “Hire Absent Employee’s Start Date.” (b) In the event that (1) on the Closing Date or during the Continuation Period, (1) the employment of a Transferred Employee (other than a Transferred Employee covered by a collective bargaining agreement) is terminated by the Buyer or an Affiliate of Buyer, other than For Cause or other than due to such Transferred Employee’s death or disabilityCause, or (2) during the Continuation Period, Buyer fails to provide a Transferred Employee (other than a Transferred Employee covered by a collective bargaining agreement) with at least the same level of Base Compensation and benefits that are substantially comparable, in the aggregate, to the Base Compensation and benefits as was in effect immediately prior to the Closing Date and such Transferred Employee resigns his or her employment with Buyer within thirty (30) days following such failureDate, then Buyer shall be responsible for and shall pay to such Transferred Employee, in a lump sum payment, not later than sixty (60) days following the date of the Transferred Employee’s -- - termination of employment, at least the following severance benefit (the “Severance Benefits”): two weeks of the Employee’s Base Compensation at termination of employment (or if greater, the Employee’s Base Compensation in effect immediately prior to the Closing Date) for each full or partial year of service (pro-rated for partial years)service, measured from the Transferred Employee’s date of hire reflected in Schedule 1.1, not to exceed fifty-two (52) weeks of such Base Compensation; provided, however, that in no event shall such Severance Benefit be less than six (6) weeks of such Base Compensation. The costs incurred, and further provided that directly or indirectly, in connection with the termination of employment of any Transferred Employee on or after the Closing Date shall be borne exclusively by Buyer. Buyer’s obligation to pay provide the Severance Benefits shall be subject to the Transferred Employee first executing Buyer’s standard form release of all claims against Buyer and its Affiliates, with such release to include a release of all claims against the Buyer and its Affiliates, and the Seller and its Affiliates. The costs incurred for the Severance Benefits shall be borne exclusively by , in a form reasonably satisfactory to Buyer. (c) During the Continuation Period, Buyer shall provide to the Transferred Employees Base Compensation and benefits that are substantially similar, in the aggregate, to the benefits that were provided to such Transferred Employees by Seller immediately prior to the Closing Date.

Employment of Transferred Employees. (a) Buyer shall employ the Transferred Employees Effective as of 12:01 a.m. on the Closing Date. The applicable time described in this Section 2.4 is referred to in this Agreement as the “Hire Date.”June 1, 2015 for US and India Transferred Employees and July 1, 2015 for UK Transferred Employees (ba) In the event that during the Continuation Period, (1) the employment of Buyer agrees to recognize any increase in salary granted and communicated to a Transferred Employee in the ordinary course of business prior to the Transfer Date, as of the date such increase is terminated by scheduled to take effect, even if such increase does not actually take effect until after the Transfer Date. In determining whether Buyer, other than For Cause or other than due ’s offer of employment to such Transferred Employee’s death or disability, or (2) Buyer fails to provide a Transferred Employee with Base Compensation and benefits In-scope Employees includes compensation components that are substantially comparable, comparable in the aggregate, aggregate to those provided by Seller prior to the Base Compensation Transfer Date, such determination shall take into consideration all stock options, restricted stock and benefits as was in effect immediately restricted units granted to the Transferred Employees prior to the Closing Date and Buyer shall compensate the Transferred Employees (in such manner as Buyer deems appropriate, subject to applicable Law) for any such equity grants that shall be forfeited as a result of the transactions contemplated by this Agreement as well as other forfeited benefits. Schedule 6.2(b) sets forth a summary of all such stock options, restricted stock and restricted units as well as other forfeited benefits which are expected to be forfeited by Transferred Employee resigns his Employees upon or her prior to the Closing. Prior periods of employment with or recognized by Seller shall be considered as employment with Buyer within thirty (30) days following such failurefor all employment purposes with Buyer including the calculation of gratuity, then Buyer shall be responsible for severance pay, vacation plan status, seniority and shall pay to such Transferred Employee, in a lump sum payment, not later than sixty (60) days following the date of the Transferred Employee’s termination of employment, at least the following severance benefit (the “Severance Benefits”): two weeks of the Employee’s Base Compensation at termination of employment (or if greater, the Employee’s Base Compensation in effect immediately prior to the Closing Date) for each full year of service (pro-rated for partial years), measured from the Transferred Employee’s date of hire reflected in Schedule 1.1benefits eligibility and vesting requirements; provided, however, that in no event shall such Severance Benefit be less than six (6) weeks of such Base Compensationexcept for the US business unit leader, severance calculations for US employees will not include service with any predecessor company, and further provided that beginning twelve (12) months after Closing, Buyer’s obligation severance policy will determine whether and to pay the Severance Benefits shall what extent credit for prior service will be subject given to US employees for purposes of severance. Buyer has summarized its planned compensation terms and benefit plans for the Transferred Employees in Schedule 6.2(a). If Buyer involuntarily xxxxxx a Transferred Employee within the first executing Buyer’s standard form release of all claims against Buyer and its Affiliates, with such release to include a release of all claims against Seller and its Affiliates. The costs incurred for the Severance Benefits shall be borne exclusively by Buyer. twelve (c12) During the Continuation Periodmonths after Closing, Buyer shall provide to the Transferred Employees Base Compensation and benefits that are substantially similar, in the aggregate, to the benefits that were provided to such Transferred Employees by Seller immediately prior to the Closing Datecomply with Section 6.3.

Employment of Transferred Employees. (a) Buyer shall employ the Transferred Employees as of 12:01 a.m. on Immediately prior to the Closing Date, the Seller shall terminate the employment of each of the Technology Business Employees named on Schedule 5.11, and effective as of the Closing Date, the Buyer shall offer employment to each Technology Business Employee named on Schedule 5.11 (i) at a position comparable to such employee's position with the Seller immediately prior to the Closing, (ii) at wage or salary levels and bonus or other incentive compensation amount, as applicable, substantially comparable to those set forth on Schedule 5.11 with respect to such employee, and (iii) with employee benefits that are substantially comparable in the aggregate to those provided to such employee by the Seller immediately prior to their termination at Closing, with length of service with the Seller, up to the Closing Date, to be recognized by the Buyer for purposes of Buyer's benefit plans (other than accrual of benefits) as service with the Buyer. The applicable time described in this Section 2.4 is Technology Business Employees named on Schedule 5.11 who accept such offers of employment by the Buyer effective the Closing Date shall be referred to in this Agreement as the “Hire "Transferred Employees". Effective as of the Closing Date, the Buyer shall assume the liabilities and obligations of the Seller in respect of the Transferred Employees for vacation and sick pay, but only to the extent such vacation and sick pay relate to services rendered in the ordinary course of business consistent with past practice. The Buyer shall assume and be solely responsible for the severance and other termination payments, and continued health care coverage as described in section 4980B of the Code ("COBRA"), incurred by the Seller in connection with the actual or constructive termination of employment with the Seller (including in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents) of any Technology Business Employee named on Schedule 5.11; provided that the severance and other payments with respect to any employee shall not exceed the amounts therefor set forth on Schedule 5.11 for such employee plus the costs associated with COBRA coverage.” (b) In Neither the event that during the Continuation Period, (1) the employment Buyer nor any of a Transferred its Affiliates shall have any liability with respect to any Technology Business Employee is terminated by Buyer, other than For Cause or other than due to such Transferred Employee’s death Plan or disability, any claim thereof or (2) Buyer fails to provide a Transferred Employee with Base Compensation and benefits that are substantially comparable, in the aggregate, related thereto except to the Base Compensation extent expressly provided in this Section 5.11 and benefits as was in effect immediately prior to the Closing Date Sections 5.12, 5.13 and such Transferred Employee resigns his or her employment with Buyer within thirty (30) days following such failure, then Buyer shall be responsible for and shall pay to such Transferred Employee, in a lump sum payment, not later than sixty (60) days following the date of the Transferred Employee’s termination of employment, at least the following severance benefit (the “Severance Benefits”): two weeks of the Employee’s Base Compensation at termination of employment (or if greater, the Employee’s Base Compensation in effect immediately prior to the Closing Date) for each full year of service (pro-rated for partial years), measured from the Transferred Employee’s date of hire reflected in Schedule 1.1; provided, however, that in no event shall such Severance Benefit be less than six (6) weeks of such Base Compensation, and further provided that Buyer’s obligation to pay the Severance Benefits shall be subject to the Transferred Employee first executing Buyer’s standard form release of all claims against Buyer and its Affiliates, with such release to include a release of all claims against Seller and its Affiliates. The costs incurred for the Severance Benefits shall be borne exclusively by Buyer5. (c) During the Continuation Period, Buyer shall provide to the Transferred Employees Base Compensation and benefits that are substantially similar, in the aggregate, to the benefits that were provided to such Transferred Employees by Seller immediately prior to the Closing Date.