Common use of HIRING OF EMPLOYEES; NO PRIOR SERVICE CREDIT Clause in Contracts

HIRING OF EMPLOYEES; NO PRIOR SERVICE CREDIT. (a) Immediately prior to the Closing, the employment of all Employees of Seller or its Subsidiaries (the "Business Employees") shall either be terminated by Seller and its Subsidiaries, or Seller and its Subsidiaries shall accept their voluntary resignations in writing, and Seller and its Subsidiaries shall also cause Administaff Companies, Inc. to also terminate the employment of such Employees. Purchaser may, in its sole discretion, offer employment to any or all Business Employees or former Business Employees on such terms and conditions as shall be determined by Purchaser in its sole discretion. Seller recognizes that Purchaser intends to make offers of employment at terms and conditions of employment different from those provided by Seller and its Subsidiaries and that it is uncertain how many Business Employees of Seller and its Subsidiaries will be offered or will accept employment. (b) In furtherance of the foregoing, commencing on the date of this Agreement, Purchaser shall have the right, but not the obligation, to contact and negotiate employment terms with any Business Employees. Seller shall reasonably cooperate with Purchaser in this regard and, without limitation, Seller agrees to the following to the extent reasonably requested by Purchaser. From time to time, Seller shall cooperate with Purchaser to permit Purchaser (i) to review personnel files of Business Employees to the extent permitted under applicable Law, (ii) to meet with supervisors and managers of Seller to discuss employment opportunities with Purchaser and other issues such as the performance of Business Employees who have signed authorization/release forms, and (iii) to interview Business Employees. Purchaser shall be responsible for complying with all applicable Laws in the interviewing and hiring process, and any liability incurred in the interviewing and hiring process based on conduct of Purchaser (or of Seller at the written request of Purchaser) shall be the responsibility of Purchaser; provided, that in no event will Purchaser be responsible or liable for any severance payments, unemployment compensation or other termination-related benefits for or with respect to Business Employees or any strike, work-slow down or other labor disturbance by any Business Employees during the period prior to and as of the Closing. (c) All such Business Employees (or any other Employees formerly with Seller or any of its Subsidiaries) who are offered and accept employment with Purchaser are hereinafter referred to as the "Purchaser Employees." Each Purchaser Employee shall be eligible to participate in any and all Benefit Plans appropriate for individuals in his or her position sponsored by Purchaser for the benefit of its employees in those positions subject to the terms and conditions of such plans. Purchaser expects that all Purchaser Employees would be eligible to receive option grants consistent with Purchaser's new hire practices, subject to the terms and conditions of Purchaser's option plan. Except as Purchaser may otherwise agree in its sole discretion with any Purchaser Employee, each Purchaser Employee shall be deemed to have accrued no prior service credit for any purpose (including but not limited to participation, vesting and benefit accrual under any Benefit Plan, and seniority, title or duties with respect to employment) in respect of their period of employment with Seller and its Subsidiaries, or any prior employer or co-employer, in connection with their employment with Purchaser or under any Benefit Plan. Before Closing, Seller shall take all actions necessary to terminate Seller's retirement plan qualified under Code Sections 401(a) and 401(k) ("Seller's 401(k) Plan"). After Closing, each Purchaser Employee shall be permitted to rollover such Employee's account from Seller's 401(k) Plan to Purchaser's retirement plan qualified under Code Sections 401(a) and 401(k), subject to the terms and conditions of that plan. (d) Seller shall be responsible for any and all wages, bonuses, commissions employee benefits, severance pay and other compensation (including all obligations under any Benefit Plans) to the Employees arising out of their employment and the termination of their employment with Seller and its Subsidiaries prior to and as of the Closing. Purchaser shall be responsible for any and all wages, bonuses, commissions, employee benefits and other compensation that may be due to the Purchaser Employees arising out of their employment with Purchaser after the Closing. Further, in respect of notices and payments relating to events occurring on or prior to the Closing, Seller shall be responsible for and assume all Liability for any and all notices, payments, fines or assessments due to any Governmental or Regulatory Authority or to any other Person, pursuant to any Law, Order or Contract, with respect to the employment, discharge or layoff of Employees by the Seller or its Subsidiaries as of or before the Closing, including but not limited to the Worker Adjustment and Retraining Notification Act and any related rules or regulations. (e) Seller's Welfare Plans that provide benefits to the Business Employees shall be liable for the payment of all benefits under such plans to eligible Business Employees and their eligible dependents for claims arising prior to Closing including but not limited to the payment of benefits to any of the Business Employees or his/her eligible dependents who is currently receiving medical care as of Closing and the payment of any claims under any of Seller's Welfare Plans that are incurred but unreported as of Closing. Purchaser shall not be liable for payment of any disability benefit due to Business Employees who, prior to the Closing, are in the waiting or qualifying period for disability benefits. After the Closing, Seller shall be responsible and liable for all disability benefits payable to such employees under the Seller's disability plan. Seller shall assume all responsibility for any obligation and any liability under Code Section 4980B for all Business Employees who are terminated by Seller prior to Closing including any Business Employees who are offered but do not accept employment with Purchaser after Closing. (f) Nothing in this Article VIII express or implied shall confer upon any Employee or Purchaser Employee or other Person or legal representative thereof any rights or remedies, including any right to employment or compensation or benefits of any nature or kind whatsoever.

HIRING OF EMPLOYEES; NO PRIOR SERVICE CREDIT. (a) Immediately prior to the Closing, the employment of all Employees of Seller or its Subsidiaries (the "Business Employees") shall either be terminated by Seller and its Subsidiaries, or Seller and its Subsidiaries shall accept their voluntary resignations in writing, and Seller and its Subsidiaries shall also cause Administaff Companies, Inc. to also terminate the employment of such Employees. Purchaser Buyer may, in its sole complete and absolute discretion, offer employment to any employee, officer or all Business Employees or former Business Employees consultant of Seller engaged in the conduct of the business of the Division (the "Employees"), on such terms and conditions as shall be determined by Purchaser in its sole discretion. Seller recognizes that Purchaser intends mutually agreeable to make offers of employment at terms Buyer and conditions of employment different from those provided by Seller and its Subsidiaries and that it is uncertain how many Business Employees of Seller and its Subsidiaries will be offered or will accept employment. (b) In furtherance of the foregoing, commencing on the date of this Agreement, Purchaser shall have the right, but not the obligation, to contact and negotiate employment terms with any Business such Employees. Seller shall reasonably cooperate with Purchaser in this regard and, without limitation, Seller agrees to the following to the extent reasonably requested by Purchaser. From time to time, Seller shall cooperate with Purchaser to permit Purchaser (i) to review personnel files of Business All Employees to the extent permitted under applicable Law, (ii) to meet with supervisors and managers of Seller to discuss employment opportunities with Purchaser and other issues such as the performance of Business Employees who have signed authorization/release forms, and (iii) to interview Business Employees. Purchaser shall be responsible for complying with all applicable Laws in the interviewing and hiring process, and any liability incurred in the interviewing and hiring process based on conduct of Purchaser (or of Seller at the written request of Purchaser) shall be the responsibility of Purchaser; provided, that in no event will Purchaser be responsible or liable for any severance payments, unemployment compensation or other termination-related benefits for or with respect to Business Employees or any strike, work-slow down or other labor disturbance by any Business Employees during the period prior to and as of the Closing. (c) All such Business Employees (or any other Employees formerly with Seller or any of its Subsidiaries) who are offered and accept such employment with Purchaser Buyer are hereinafter referred to as the "Purchaser EmployeesTRANSFERRED EMPLOYEES." Each Purchaser Seller shall use its best efforts to assist Buyer in hiring such Employees as Buyer shall offer employment to hereunder, and shall not offer employment (or arrange to have another Person or firm offer employment) to any such Employee shall be eligible to participate in any and all Benefit Plans appropriate for individuals in his or her position sponsored by Purchaser for without the benefit prior written consent of its employees in those positions subject to the terms and conditions of such plansBuyer. Purchaser expects that all Purchaser The Transferred Employees would be eligible to receive option grants consistent with Purchaser's new hire practices, subject to the terms and conditions of Purchaser's option plan. Except as Purchaser may otherwise agree in its sole discretion with any Purchaser Employee, each Purchaser Employee shall be deemed to have accrued no prior service credit for any purpose (including but not limited to participation, vesting and benefit accrual under any Benefit Planplan, arrangement or program, and seniority, title or duties with respect to employment) in respect of their period of employment service with Seller and its SubsidiariesSeller, or any prior employer or co-employer, in connection with their employment with Purchaser or Buyer and under any Benefit Plan. Before Closingemployee benefit plan, Seller shall take all actions necessary to terminate Seller's retirement plan qualified under Code Sections 401(a) and 401(k) ("Seller's 401(k) Plan"). After Closingprogram or policy which Buyer may, each Purchaser Employee shall be permitted to rollover such Employee's account from Seller's 401(k) Plan to Purchaser's retirement plan qualified under Code Sections 401(a) and 401(k)in its absolute discretion, subject to establish for the terms and conditions of that plan. (d) Seller shall be responsible for any and all wages, bonuses, commissions employee benefits, severance pay and other compensation (including all obligations under any Benefit Plans) to the Employees arising out of their employment and the termination of their employment with Seller and its Subsidiaries prior to and as benefit of the Closing. Purchaser shall be responsible for any and all wages, bonuses, commissions, employee benefits and other compensation Transferred Employees; PROVIDED however that may be due to the Purchaser Employees arising out of their employment with Purchaser after the Closing. Further, in respect of notices and payments relating to events occurring on or prior to the Closing, Seller shall be responsible for and assume all Liability for any and all notices, payments, fines or assessments due to any Governmental or Regulatory Authority or to any other Person, pursuant to any Law, Order or Contract, with respect to the employment, discharge or layoff of Employees by the Seller or its Subsidiaries as of or before the Closing, including but not limited to the Worker Adjustment and Retraining Notification Act and any related rules or regulations. (e) Seller's Welfare Plans that provide benefits to the Business Transferred Employees shall be liable deemed to have accrued prior service credit only for purposes of eligibility to participate under each, or in any, employee benefit plan, program or policy of Buyer in which the payment of all benefits under such plans Transferred Employees are entitled to eligible Business Employees and their eligible dependents for claims arising prior to Closing including but not limited to participate after the payment of benefits to any of the Business Employees or his/her eligible dependents who is currently receiving medical care as of Closing and the payment of any claims under any of Seller's Welfare Plans that are incurred but unreported as of Closing. Purchaser shall not be liable for payment of any disability benefit due to Business Employees who, prior to the Closing, are in the waiting or qualifying period for disability benefits. After the Closing, Seller shall be responsible and liable for all disability benefits payable to such employees under the Seller's disability plan. Seller shall assume all responsibility for any obligation and any liability under Code Section 4980B for all Business Employees who are terminated by Seller prior to Closing including any Business Employees who are offered but do not accept employment with Purchaser after Closing. (fb) Nothing Seller shall (i) continue to employ the individuals listed on SCHEDULE 9.01(B) hereto following the Closing Date, (ii) make all such individuals available for the exclusive use of Buyer to perform such services as determined by Buyer in its sole discretion, and (iii) use its reasonable best efforts to assist Buyer and such individuals in obtaining any and all approvals from Governmental Authorities sought by Buyer in connection with any transfer to Buyer of the H1 visa and any other related work permits and papers of each such individual. Buyer shall reimburse Seller for reasonable and direct out of pocket costs incurred, pursuant to this Article VIII express or implied shall confer upon Section 9.01(b), for salaries and benefits (consistent with past salaries and benefits) for such individuals. If, within one hundred twenty (120) days after the Closing Date, Buyer is unable to obtain any Employee or Purchaser Employee or other Person or legal representative thereof any rights or remediesof the approvals described in subsection (ii) hereof, including any right to employment or compensation or benefits Buyer may notify Seller that it will no longer require the services of any nature such employee with respect to which such approval was not obtained, and upon delivery of such notice, Buyer shall have no further obligations to Seller (or kind whatsoeverto such individual) under this Section 9.01(b).

HIRING OF EMPLOYEES; NO PRIOR SERVICE CREDIT. (a) Immediately prior to the Closing, the employment of all Employees of Seller or its Subsidiaries involved in the Access Business to customers in the Footprint (the "Business Access Employees") as shall either be identified by Purchaser on SCHEDULE 8.1 (A) to whom Purchaser has determined to give offers of employment, shall be terminated by Seller and its Subsidiaries, Affiliates. Seller may choose to retain any or Seller and all of its Subsidiaries shall accept their voluntary resignations in writing, and Seller and its Subsidiaries shall also cause Administaff Companies, Inc. to also terminate the employment of such Employeesemployees that are not identified on SCHEDULE 8.1(A). Purchaser may, in its sole discretion, offer employment to any or all Business Employees or former Business Access Employees on such terms and conditions as shall be determined by Purchaser in its sole discretion. Seller recognizes that Purchaser intends to make offers of employment at on terms and conditions of employment different from those provided by Seller and its Subsidiaries Affiliates and that it is uncertain how many Business Access Employees of Seller and its Subsidiaries Affiliates will be offered or will accept employment. (b) In furtherance of the foregoingthereof, commencing on the date of this Agreementhereof, Seller shall identify to Purchaser certain key management and operating personnel whom Seller agrees that Purchaser may contact to discuss its staffing requirements. Purchaser shall have the right, but not the obligation, to contact and negotiate employment terms with any those key members of the Access Employees as Purchaser may determine are necessary to operate the Access Business Employeesor to achieve satisfaction of one or more of the conditions to Closing. Seller shall reasonably cooperate with Purchaser in this regard and, without limitation, Seller agrees to the following to the extent reasonably requested by Purchaser: (i) On a date selected by Purchaser no earlier than four (4) Business Days after execution of the Agreement, Seller shall send a letter to the Access Employees, advising them, among other things, that Seller intends to divest itself of its assets. The letter will be in form and substance reasonably satisfactory to Seller and Purchaser. (ii) Seller shall permit Purchaser to send, in the same package or separately, a separate letter to any or all of the Access Employees. The letter will be in a form and substance reasonably satisfactory to Seller and Purchaser. (iii) From time to time, Seller shall cooperate with Purchaser to permit Purchaser (ia) to review personnel files of Business Access Employees to the extent permitted under applicable Lawwho have signed authorization/release forms, (iib) to meet with supervisors and managers of Seller to discuss employment opportunities with Purchaser and other issues such as the performance of Business Access Employees who have signed authorization/release forms, and (iiic) to interview Business EmployeesAccess Employees and perform pre-employment drug testing. Purchaser shall be responsible for complying with all applicable Laws laws in the interviewing and hiring process, and any liability incurred in the interviewing and hiring process based on conduct of Purchaser (or of Seller at the written request of Purchaser) shall be the responsibility of Purchaser; providedPROVIDED, that in no event will Purchaser be responsible or liable for any severance payments, unemployment compensation payments to Employees of Seller or other terminationany strike or strike-related benefits for or with respect to Business conduct by any Employees or any strikeunions. (iv) In addition, work-slow down or other labor disturbance by any Business Employees during the period at Purchaser's request prior to the Closing Date, Seller's counsel shall provide to Purchaser's labor and as employment legal counsel (but not to Purchaser) demographic information on a confidential basis concerning each of the ClosingAccess Employees for the purpose of evaluating compliance with applicable employment laws. Purchaser will not use the demographic information in the interviewing and hiring process. (c) All such Business Access Employees (or any other Employees formerly with Seller or any of its SubsidiariesAffiliates) who are offered and accept employment with Purchaser are hereinafter referred to as the "Purchaser Employees." Each Purchaser Employee shall be eligible to participate in any and all Benefit Plans appropriate for individuals in his or her position sponsored by Purchaser for the benefit of its employees in those positions subject to the terms and conditions of such plans. Purchaser expects that all Purchaser Employees would be eligible to receive option grants consistent with Purchaser's new hire practices, subject to the terms and conditions of Purchaser's option plan. Except as Purchaser may otherwise agree in its sole discretion with any Purchaser Employee, each Purchaser Employee shall be deemed to have accrued no prior service credit for any purpose (including but not limited to participation, vesting and benefit accrual under any Benefit Plan, arrangement or program, and seniority, title or duties with respect to employment) in respect of their period of employment with Seller and its SubsidiariesAffiliates, or any prior employer or co-employer, in connection with their employment with Purchaser or under any Benefit Plan. Before Closing, Seller shall take all actions necessary to terminate Seller's retirement plan qualified under Code Sections 401(a) and 401(k) ("Seller's 401(k) Plan"). After Closingprogram or policy which Purchaser may, each in its sole discretion, establish for the benefit of the Purchaser Employee shall be permitted to rollover such Employee's account from Seller's 401(k) Plan to Purchaser's retirement plan qualified under Code Sections 401(a) and 401(k), subject to the terms and conditions of that planEmployees. (d) Seller shall be responsible for any and all wages, bonuses, commissions commissions, employee benefits, severance pay benefits and other compensation (including all obligations under any Benefit Plans) to the Employees arising out of their employment and the termination of their employment with Seller and its Subsidiaries Affiliates prior to and as of the Closing. Purchaser shall be responsible for any and all wages, bonuses, commissions, employee benefits and other compensation that may be due to the Purchaser Employees arising out of their employment with Purchaser after the Closing. Further, in respect of notices and payments relating to events occurring on or prior to the Closing, Seller shall be responsible for and assume all Liability for any and all notices, payments, fines or assessments due to any Governmental or Regulatory Authority or to any other Person, pursuant to any Law, Order or Contract, with respect to the employment, discharge or layoff of Employees by the Seller or its Subsidiaries Affiliates as of or before the Closing, including but not limited to the Worker Adjustment and Retraining Notification Act and any related rules or regulations. (e) Seller's Welfare Plans that provide benefits to the Business Employees shall be liable for the payment of all benefits under such plans to eligible Business Employees and their eligible dependents for claims arising prior to Closing including but not limited to the payment of benefits to any of the Business Employees or his/her eligible dependents who is currently receiving medical care as of Closing and the payment of any claims under any of Seller's Welfare Plans that are incurred but unreported as of Closing. Purchaser shall not be liable for payment of any disability benefit due to Business Employees who, prior to the Closing, are in the waiting or qualifying period for disability benefits. After the Closing, Seller shall be responsible and liable for all disability benefits payable to such employees under the Seller's disability plan. Seller shall assume all responsibility for any obligation and any liability under Code Section 4980B for all Business Employees who are terminated by Seller prior to Closing including any Business Employees who are offered but do not accept employment with Purchaser after Closing. (f) Nothing in this Article VIII express or implied shall confer upon any Employee or Access Employee, any Purchaser Employee or other Person or legal representative thereof any rights or remedies, including any right to employment or compensation or benefits of any nature or kind whatsoeverwhatsoever including the right to the payment of any obligation identified in Section 8.1(d).