Common use of Non-U.S. Transferred Employees Clause in Contracts

Non-U.S. Transferred Employees. (a) Effective as of the Reorganization Date, Freescale agrees (i) to employ, or cause its applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Freescale Affiliate or who otherwise become employees of the applicable Freescale Affiliate by operation of law, and (ii) to provide, or cause its Affiliates to provide, each Non-U.S. Employee with at least substantially comparable terms and conditions of employment to those provided by the applicable Motorola Affiliate immediately prior to the Reorganization Date. The Parties agree to fully and timely cooperate in the transition activities and also to comply (and cause their applicable Affiliates to comply) with all applicable provisions of the European Union Acquired Rights Directive or other country-specific legal standards or applicable laws. (b) Notwithstanding the foregoing, and except as may be otherwise agreed in writing between the Parties or prohibited by applicable law, neither Party nor their Affiliates will employ (or engage as an independent contractor or consultant) for a period of one year following the Distribution Date any Non-U.S. Employee whose employment relationship with Motorola or Motorola’s Affiliates terminates following any refusal by such Non-U.S. Employee to accept employment with, or transfer of his employment to, Freescale or its Affiliates as of the Reorganization Date pursuant to this Section 3.1. (c) During the one-year period beginning on the Reorganization Date, Freescale will use its commercially reasonable efforts to continue, or cause its applicable Affiliates to continue, to employ each Non-U.S. Transferred Employee in a position that has substantially similar job duties to that held by the Non-U.S. Transferred Employee immediately prior to the Reorganization Date, in accordance with the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, if any Non-U.S. Transferred Employee is terminated by Freescale or its Affiliate (other than for Cause) within one year after the Reorganization Date, Freescale shall provide, or cause its Affiliate to provide, such employee (i) with severance allowances and benefits at least substantially comparable to the severance allowances and benefits under the country policies or plans of Motorola or its applicable Affiliate as in effect on the date of severance (but not to exceed the allowance and benefit levels in effect thereunder as of the Reorganization Date), or (ii) with such greater allowances and benefits as may be available under Freescale’s or its applicable Affiliate’s severance benefit plan or program extended to Non-U.S. Transferred Employees in the same pay country, in either case crediting such employee with his service with Motorola and its Affiliates (including Freescale) prior to the Distribution Date in accordance with Section 3.3 below.

Non-U.S. Transferred Employees. (a) Effective as of the Reorganization Date, Freescale agrees (i) to employ, or cause its applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Freescale Affiliate or who otherwise become employees of the applicable Freescale Affiliate by operation of law, and (ii) to provide, or cause its Affiliates to provide, each Non-U.S. Employee with at least substantially comparable terms and conditions of employment to those provided by the applicable Motorola Affiliate immediately prior to the Reorganization Date. The Parties agree to fully and timely cooperate in the transition activities and also to comply (and cause their applicable Affiliates to comply) with all applicable provisions of the European Union Acquired Rights Directive or other country-specific legal standards or applicable laws. (b) Notwithstanding the foregoing, and except as may be otherwise agreed in writing between the Parties or prohibited by applicable law, neither Party nor their Affiliates will employ (or engage as an independent contractor or consultant) for a period of one year following the Distribution Date any Non-U.S. Employee whose employment relationship with Motorola or Motorola’s Affiliates terminates following any refusal by such Non-U.S. Employee to accept employment with, or transfer of his employment to, Freescale or its Affiliates as of the Reorganization Date pursuant to this Section 3.1. (c) During the one-year period beginning on the Reorganization Date, Freescale will use its commercially reasonable efforts to continue, or cause its applicable Affiliates to continue, continue to employ each Non-U.S. Transferred Employee in a position that has substantially similar job duties to that held by the Non-U.S. Transferred Employee immediately prior to the Reorganization Date, in accordance with the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, if Freescale determines in good faith that any Non-U.S. Transferred Employee fails to meet Freescale’s performance standards, Freescale will no longer be obligated to provide such employment. If any Non-U.S. Transferred Employee is terminated by Freescale or its Affiliate (other than for Cause) within one year after the Reorganization Date, Freescale shall provide, or cause its Affiliate to provide, provide such employee (i) with severance allowances and benefits at least substantially comparable to the severance allowances and benefits under the country policies or plans of Motorola or its applicable Affiliate as in effect on the date of severance (but not to exceed the allowance and benefit levels in effect thereunder as of the Reorganization Date), or (ii) with such greater allowances and benefits as may be available under Freescale’s or its applicable Affiliate’s severance benefit plan or program extended by Freescale to Non-U.S. Transferred Employees in the same pay country, in either case crediting such employee with his service with Motorola and its Affiliates (including Freescale) prior to the Distribution Date in accordance with Section 3.3 below.