Common use of Hiring Employees Clause in Contracts

Hiring Employees. (a) At the Closing, the Buyer will or will cause an RECI Company to offer employment to those individuals listed on Schedule 9.1(a), each -------- ------ an employee of one or another of the Sellers primarily engaged in providing services with respect to the Purchased Business. The offer for each such individual shall be for the same base pay as such individual receives as of the Closing Date and with benefits satisfying the Buyer's obligations under Section 9.2. The employment with the Buyer (or an RECI Company) of all such employees accepting such offers (the "Seller Employees") will be deemed to have commenced ------ --------- immediately after 11:59 p.m., Boston local time, on the Closing Date. (b) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any Seller Employee or any of the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively with the Seller Employees, the "Assumed ------- Employees") to suffer "employment loss" for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. (S)(S)2101-2109, and related regulations (the "WARN Act") if such employment loss could create any liability ---- --- for the Sellers, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Sellers bear no liability with respect thereto. (c) The Sellers shall remain responsible for any severance benefits, termination indemnity payments or similar payments, if any, owed to any individual made an offer of employment as provided in paragraph (a) above who does not accept such offer.

Hiring Employees. (a) At the Closing, the Buyer will or will cause an RECI Company to offer employment to those individuals all persons who are MMIC Business employees at Closing (including employees on leave, disability or workers compensation) or are subject to outstanding employment offers from the MMIC Business at Closing, except for any persons listed on Schedule 9.1(aSCHEDULE 11.1 (as such schedule may be updated by the Buyer at the Closing, provided that the total number does not exceed 32), each -------- ------ an employee of one or another of the Sellers primarily engaged in providing services with respect to the Purchased Business. The offer for each All such individual offers shall be for the same base pay and comparable benefits as those in effect at Closing. Such offers and the benefits to be provided to the Assumed Employees shall recognize the date of hire and time of service with the Seller for all purposes. All employees accepting such individual receives offers are referred to in this Agreement as of the Closing Date "ASSUMED EMPLOYEES" and with benefits satisfying the Buyer's obligations under Section 9.2. The their employment with the Buyer (or an RECI Company) of all such employees accepting such offers (the "Seller Employees") will be deemed to have commenced ------ --------- immediately after 11:59 p.m., Boston Dallas local time, on the Closing Date. (b) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any Seller Employee or any of the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively with the Seller Employees, the "Assumed ------- Employees") Employees hired by it to suffer "employment loss" for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. (S)(S)2101Sections 2101-2109, and related regulations (the "WARN ActACT") if such employment loss could create any liability ---- --- for the SellersSeller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Sellers bear Seller bears no liability with respect thereto. (c) Subject to the Seller having obtained the prior written consent of the DOJ to rehire employees of the MMIC Business pursuant to this Section 11.1(c), the Buyer may at any time up to ninety (90) days after the Closing by written notice to the Seller cause the Seller to offer employment to up to 32 (LESS the number of employees listed on SCHEDULE 11.1, as such schedule may be updated by the Buyer at the Closing) of the Assumed Employees, with such employees to be designated by the Buyer in the notice. All such offers shall be for the same pay and comparable benefits as in effect at the Closing. The Sellers shall remain persons accepting the Seller's offers of employment are referred to herein as the "REHIRED EMPLOYEES". In the event any persons designated by the Buyer for rehiring do not accept the Seller's employment offer, if the Buyer within the next thirty (30) days terminates such employees' employment and the Buyer is responsible for any severance benefitsto such employees consistent with Section 11.2(b) below, termination indemnity payments or similar paymentsthe Seller shall reimburse the Buyer for such severance. In addition, if anyin the event that by the 90th day after the Closing the Seller has not obtained the prior written consent of the DOJ to rehire employees of the MMIC Business pursuant to this Section 11.1(c), owed the Buyer may by written notice to any individual made an offer the Seller designate up to 32 (LESS the number of employees listed on SCHEDULE 11.1, as such schedule may be updated by the Buyer at the Closing) of the Assumed Employees that the Buyer intends to terminate within the next thirty (30) days. In the event that the Buyer within such thirty (30) day period terminates such employees' employment as provided in paragraph (aand the Buyer is responsible for severance to such employees consistent with Section 11.2(b) above who does not accept below, the Seller shall reimburse the Buyer for such offerseverance.

Hiring Employees. (a) At the Closing, Closing the Buyer will or will cause an RECI Company to offer employment to those individuals the employees of the Seller listed on Schedule 9.1(a), each -------- ------ an employee of one or another SCHEDULE 7.3 hereto. The employees accepting such offer are referred to below as the "ASSUMED EMPLOYEES". (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Sellers primarily engaged in providing services Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Purchased BusinessClosing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer for each such individual shall be for the same base pay as such individual receives employment as of the Closing Date and with benefits satisfying only to the Buyer's obligations under Section 9.2. The employment with the Buyer (or an RECI Company) of all such employees accepting such offers (the "Seller Employees") will be deemed to have commenced ------ --------- immediately after 11:59 p.m., Boston local time, persons listed on the Closing DateSCHEDULE 7.3. (bc) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any Seller Employee or any of the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively with the Seller Employees, the "Assumed ------- Employees") Employees hired by it to suffer "employment loss" ", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. Section 2103, for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. (S)(S)2101Sections 2101-2109, and related regulations (the "WARN ActACT") if such employment loss could create any liability ---- --- for the SellersSeller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Sellers bear Seller bears no liability with respect thereto. The Seller agrees that, for a period of 60 days after the Closing Date, it will not cause any of its employees to suffer an "employment loss", excluding any employment loss in connection with the termination of a project as contemplated by 29 U.S.C. Section 2103, for purposes of the WARN Act if such employment loss could result in any liability for the Buyer, unless the Seller delivers notices under the WARN Act in such a manner and at such a time that the Buyer bears no liability with respect thereto. (cd) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, the Seller's policies and applicable Laws for items that have accrued to the Closing Date. (e) The Sellers shall remain responsible for Seller agrees to provide reasonable cooperation to the Buyer in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent not prohibited by applicable Laws or any severance benefitsconfidentiality obligations of the Seller, termination indemnity payments this cooperation will include the provision by the Seller to the Buyer or similar payments, if any, owed to the Buyer's insurers of information regarding any individual made an offer pre- existing conditions of employment as provided in paragraph (a) above who does not accept such offerthe Assumed Employees or any of their dependents or beneficiaries.

Hiring Employees. Schedule 6.3 hereto is a complete and accurate listing of all employees of the Seller that devote their full time and effort in the operation of the Assets and the conduct of the Business (athe "Employees") At along with their current wages or salary. Except as provided in Schedule 6.3 hereto, effective as of the ClosingClosing Date, each of the Employees shall be terminated by the Seller and offered a position of employment with Buyer, subject to passing Buyer's standard drug test for its new employees, with the same job duties and at the same wages as such Employee had with the Seller on the date hereof and with such other benefits as are consistent with the current policies and practices of Buyer will or will cause an RECI Company to offer employment (which benefits are substantially equal to those individuals listed on Schedule 9.1(abenefits currently provided by the Seller); provided, each -------- ------ an employee of one or another of the Sellers primarily engaged in providing services however, that with respect to the Purchased Business. The offer for each such individual shall be for the same base pay as such individual receives Employee who accepts employment with Buyer as of the Closing Date and with (the "Hired Employees"), the benefits satisfying to which such Employee shall be entitled to receive from Buyer as its employee shall be determined as if such Employee was hired by Buyer as of the Buyer's obligations under Section 9.2. The date on which such Employee began his current period of employment with the Seller, except that the exclusivity period for coverage of pre-existing conditions under Buyer's current medical insurance plan shall be applicable to such Employee. Neither the Seller nor the Shareholder makes any representations or warranties to Buyer (or an RECI Company) as to whether any of all such employees accepting such offers the Employees will accept employment with Buyer; provided, however, that each of the Seller and the Shareholder shall cooperate with Buyer in connection with any offer of employment from Buyer to the Employees. The Employee noted in Schedule 6.3 hereto as being currently disabled (the "Seller EmployeesDisabled Employee") will be deemed to have commenced ------ --------- immediately remain an employee of the Seller after 11:59 p.m., Boston local time, on the Closing Date. (b) The Date until the Disabled Employee is able to return to work at which time the Disabled Employee shall be terminated by the Seller and offered a position of employment with Buyer, subject to passing Buyer's standard drug test for its new employees, with the same job duties and at the same wages as the Disabled Employee had with the Seller immediately prior to being disabled and will be otherwise treated as a Hired Employee hereunder. Buyer agrees that, shall be responsible for any and all obligations arising as a period result of 60 days the termination of any Hired Employees by Buyer after the Closing Date, it will including, without limitation, any severance, accrued vacation pay, COBRA obligations, notices or compensation required under the Worker Adjustment and Restraining Act, employment discrimination complaints, unfair labor practices, charges, grievances under any collective bargaining agreements, breach of contract claims, and wrongful termination and related tort claims, but only to the extent that such claims arise as a result of or in connection with the Hired Employees' employment with Buyer and not cause any Seller Employee as a result of or any of in connection with the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively Hired Employees' employment with the Seller Employeesor their termination by the Seller hereunder. The Seller shall be responsible and retain liability for (and Buyer shall have no liability or obligation with respect to) any employee benefits of any Employee that accrued pursuant to such C:\34ACTREP\EXFILES\EXHIBIT.2G 16 Employee's employment with Buyer on or before the Closing Date. After the Closing Date, the "Assumed ------- Employees") parties hereto shall, except as prohibited by law, each provide the other parties with such information regarding the Employees as reasonably requested by such other parties, such information to suffer "employment loss" for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. (S)(S)2101-2109, and related regulations (the "WARN Act") if such employment loss could create any liability ---- --- for the Sellers, unless the Buyer delivers notices under the WARN Act in such be provided on a manner continuing basis and at such a time that no cost to the Sellers bear no liability with respect theretorequesting party. (c) The Sellers shall remain responsible for any severance benefits, termination indemnity payments or similar payments, if any, owed to any individual made an offer of employment as provided in paragraph (a) above who does not accept such offer.

Hiring Employees. (a) At the Closing, the Buyer will or will cause an RECI Company to offer employment to those individuals all persons who are MMIC Business employees at Closing (including employees on leave, disability or workers compensation) or are subject to outstanding employment offers from the MMIC Business at Closing, except for any persons listed on Schedule 9.1(a11.1 (as such schedule may be updated by the Buyer at the Closing, provided that the total number does not exceed 32), each -------- ------ an employee of one or another of the Sellers primarily engaged in providing services with respect to the Purchased Business. The offer for each All such individual offers shall be for the same base pay and comparable benefits as those in effect at Closing. Such offers and the benefits to be provided to the Assumed Employees shall recognize the date of hire and time of service with the Seller for all purposes. All employees accepting such individual receives offers are referred to in this Agreement as of the Closing Date "Assumed Employees" and with benefits satisfying the Buyer's obligations under Section 9.2. The their employment with the Buyer (or an RECI Company) of all such employees accepting such offers (the "Seller Employees") will be deemed to have commenced ------ --------- immediately after 11:59 p.m., Boston Dallas local time, on the Closing Date. (b) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any Seller Employee or any of the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively with the Seller Employees, the "Assumed ------- Employees") Employees hired by it to suffer "employment loss" for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. (S)(S)2101ss.ss.2101-2109, and related regulations (the "WARN Act") if such employment loss could create any liability ---- --- for the SellersSeller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Sellers bear Seller bears no liability with respect thereto. (c) Subject to the Seller having obtained the prior written consent of the DOJ to rehire employees of the MMIC Business pursuant to this Section 11.1(c), the Buyer may at any time up to ninety (90) days after the Closing by written notice to the Seller cause the Seller to offer employment to up to 32 (less the number of employees listed on Schedule 11.1, as such schedule may be updated by the Buyer at the Closing) of the Assumed Employees, with such employees to be designated by the Buyer in the notice. All such offers shall be for the same pay and comparable benefits as in effect at the Closing. The Sellers shall remain responsible persons accepting the Seller's offers of employment are referred to herein as the "Rehired Employees". In the event any persons designated by the Buyer for any severance benefits, termination indemnity payments or similar paymentsrehiring do not accept the Seller's employment offer, if any, owed to any individual made an offer of employment as provided in paragraph (a) above who does not accept such offer.the Buyer within the next thirty

Hiring Employees. (a) At the Closing, Closing the Buyer will or will cause an RECI Company to offer employment to those individuals the employees of the Seller listed on Schedule 9.1(a), each -------- ------ an employee of one or another SCHEDULE 7.3 hereto. The employees accepting such offer are referred to below as the "ASSUMED EMPLOYEES". (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Sellers primarily engaged in providing services Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Purchased BusinessClosing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer for each such individual shall be for the same base pay as such individual receives employment as of the Closing Date and with benefits satisfying only to the Buyer's obligations under Section 9.2. The employment with the Buyer (or an RECI Company) of all such employees accepting such offers (the "Seller Employees") will be deemed to have commenced ------ --------- immediately after 11:59 p.m., Boston local time, persons listed on the Closing DateSCHEDULE 7.3. (bc) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any Seller Employee or any of the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively with the Seller Employees, the "Assumed ------- Employees") Employees hired by it to suffer "employment loss" ", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. (S)(S)2101[sections]2101-2109, and related regulations (the "WARN ActACT") if such employment loss could create any liability ---- --- for the SellersSeller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Sellers bear Seller bears no liability with respect thereto. The Seller agrees that, for a period of 60 days after the Closing Date, it will not cause any of its employees to suffer an "employment loss", excluding any employment loss in connection with the termination of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the WARN Act if such employment loss could result in any liability for the Buyer, unless the Seller delivers notices under the WARN Act in such a manner and at such a time that the Buyer bears no liability with respect thereto. (cd) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, the Seller's policies and applicable Laws for items that have accrued to the Closing Date. (e) The Sellers shall remain responsible for Seller agrees to provide reasonable cooperation to the Buyer in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent not prohibited by applicable Laws or any severance benefitsconfidentiality obligations of the Seller, termination indemnity payments this cooperation will include the provision by the Seller to the Buyer or similar payments, if any, owed to the Buyer's insurers of information regarding any individual made an offer pre-existing conditions of employment as provided in paragraph (a) above who does not accept such offerthe Assumed Employees or any of their dependents or beneficiaries.