Common use of Offered Employees Clause in Contracts

Offered Employees. Within 10 Business Days of the date hereof, Purchaser will make offers of employment to the Offered Employees in accordance with Applicable Law and to become effective as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to such Offered Employees by Parent and/or its Affiliates on the date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Employees, Purchaser will provide the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements set forth in this Section and (B) does not become a Transferred Employee, Parent or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates.

Offered Employees. Within 10 Business Days (a) Prior to the Closing, Buyer shall, or shall cause one of its Subsidiaries to, offer employment to each Offered Employee other than any Leave Employee, in each case effective as of the Closing. Such offers of employment shall be on terms substantially equivalent, considering salary, terms, active benefit plans (but excluding for purposes of determining equivalency, the existence or value of deferred compensation benefits or programs), and positions, as such employees respectively held or received at Seller immediately prior to the date hereof. The Parties acknowledge that Buyer does not currently offer any deferred compensation plan to any of its employees and has no intentions to adopt any such plan and, Purchaser will make thus, for the avoidance of doubt, is not obligated to provide any such plan as a result of this Agreement. Effective as of the Closing, Buyer or one of its Subsidiaries shall hire and employ each Offered Employee who accepts the offer of employment extended to such Offered Employee pursuant to the first sentence of this Section 8.2(a). Seller shall provide all reasonable assistance to Buyer and its Subsidiaries in connection with the offers of employment to the Offered Employees in accordance contemplated by the preceding sentences. Those Offered Employees who accept employment from Buyer or one of its Subsidiaries pursuant to the offers of employment made pursuant to this Section 8.2(a) and commence employment with Applicable Law and to become effective Buyer or one of its Subsidiaries as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to (or such Offered Employees by Parent and/or its Affiliates on the later date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business Leave Employees as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered permitted by Buyer), together with all Automatic Transferred Employees, Purchaser will provide the material terms of such offers shall be referred to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the herein collectively as “Transferred Employees.” Those Offered Employees who do not accept employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from Purchaser of any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser Buyer or one of its Affiliates that materially complies with Subsidiaries pursuant to the requirements set forth in this Section and (ii) does not become a Transferred Employee on the Closing Date. For the avoidance of doubt, should an Offered Employee (A) receive an offer offers of employment made by Purchaser pursuant to this Section 8.2(a) and commence employment with Buyer or one of its Affiliates Subsidiaries as of the Closing (or such later date with respect to the Leave Employees) shall be terminated by Seller promptly following the Closing (or such later date). (b) Except as required by applicable Law or the terms of the Transition Services Agreement, from and after the Closing, the Transferred Employees shall cease to participate in and/or accrue further rights or benefits under any Business Employee Benefit Plans. (c) Buyer shall take such steps as are not financially unreasonable or impractical to permit each Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the 401(k) plan maintained by Seller, if any, to roll such eligible rollover distribution, including any associated loans, as part of any lump sum distribution to the extent permitted by the 401(k) plan maintained by Seller into an account under a 401(k) plan maintained by Buyer. (d) With respect to any plan that materially complies is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), or any plan that would be a “welfare benefit plan” (as defined in Section 3(1) of ERISA) if it were subject to ERISA, maintained by Buyer or Buyer’s Subsidiary, Buyer shall cause there to be waived any pre-existing condition and waiting periods. (e) Transferred Employees shall be given credit for purposes of future vacation accrual for the number of years of service with the requirements set forth in this Section Seller, its Subsidiaries and (B) does not become a Transferred Employee, Parent any predecessor employer for which Seller or its applicable Affiliate will bear Subsidiaries credited service, excluding credit which would result in the costs associated with any severance or separation costs (including duplication of benefits accrual for the employer portion same period of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliatesservice.

Offered Employees. Within 10 Business Days (a) Flex Semi and each Vendor covenants and agrees to work with and provide all commercially reasonable assistance to the Purchasers in procuring the employment by the Purchasers of the date hereof, Purchaser will make offers Offered Employees. (b) Each Vendor shall continue to employ each of employment to the Offered Employees until the Closing Date except for any such employee who, at any time prior to the Closing Date, is terminated for cause, voluntarily resigns, retires, or dies. Neither any Vendor nor Flex USA will make any material changes in accordance employment positions, levels or terms, including but not limited to compensation, benefits, bonus programs, or severance plans for any Offered Employee without the Purchasers' written consent, which consent shall not be unreasonably withheld or delayed. (c) At the Closing, for each Transferred Employee and for each Employee providing services on a transition basis following the Closing under the terms of the Transition Services Agreement (a "TRANSITION EMPLOYEE"), Flex USA shall set aside an amount equal to the value of the unvested, unexercised, in-the-money employee stock options granted to such Transferred Employee or Transition Employee on or prior to December 31, 2004 pursuant to any of the Flextronics International Ltd. equity incentive plans (other than outstanding options under the SEMI, DII Group or Orbit equity incentive plans that were assumed by Flextronics International in connection with Applicable Law corporate merger and to become effective acquisition transactions) and held by such Transferred Employee or Transition Employee as of the Closing Date. Such offers For each Transferred Employee and Transition Employee, such amount is referred to as the "OPTION HOLDBACK AMOUNT." The total Option Holdback Amount for all of employment will be on terms the Transferred Employees and conditionsTransition Employees combined is referred to as the "AGGREGATE OPTION HOLDBACK AMOUNT." In the event that, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable prior to the terms and conditions provided to such Offered Employees by Parent and/or its Affiliates on the date hereof and for employment at a work location within a 10-mile radius first anniversary of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Employees, Purchaser will provide the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee on the Closing Date, provided that Parent will be entitled to prompt reimbursement from any Transferred Employee's employment with a Purchaser or an Affiliate of a Purchaser terminates for any reason, the Purchaser or Affiliate shall promptly notify Flex USA in writing. Such notice shall specify for each such Transferred Employee whether the termination was by the Transferred Employee or by the Purchaser or Affiliate and, if it was by the Purchaser of any severance Affiliate, whether such termination was with or separation costs without cause. If the notice indicates that the termination was by (including i) the employer portion of any withholding and payroll Taxes thereonTransferred Employee, or (ii) required to be paid the Purchaser or Affiliate with cause, the Option Holdback Amount being held by Parent or its Affiliates but only Flex USA with respect to any Offered such Transferred Employee who both (i) does not receive an offer of employment made shall forfeited to and retained by Flex USA. If the notice indicates that the termination was by the Purchaser or one Affiliate without cause, Flex USA shall promptly pay the Option Holdback Amount to the Transferred Employee. Upon the request of its Affiliates that materially complies with Flex USA, AMI Semi shall provide appropriately detailed documentation or other evidence substantiating the requirements set forth in this Section and (ii) does not become a basis upon which the employment of the relevant Transferred Employee on was terminated. Promptly following the first anniversary of the Closing, Flex USA shall pay the applicable Option Holdback Amount to each Transferred Employee for whom Flex USA has not received a notification of termination from any Purchaser or its Affiliate by the first anniversary of the Closing Date. For In the avoidance event that, prior to the date of doubttermination of the services to be provided by a Transition Employee under the terms of the Transition Services Agreement (the "Service Termination Date"), should an Offered Employee (A) receive an offer of such Transition Employee's employment made by Purchaser with Flex USA or one any of its Affiliates that materially complies with the requirements set forth in this Section and is terminated (Bi) does not become a Transferred by such Transition Employee, Parent or (ii) by Flex USA or such Affiliate, as applicable, with cause, the Option Holdback Amount being held by Flex USA with respect to such Transition Employee shall forfeited to and retained by Flex USA. If a Transition Employee's employment with Flex USA or any of its Affiliates is terminated by Flex USA or such Affiliate without cause prior to the Service Termination Date, Flex USA shall promptly pay the Option Holdback Amount to the Transition Employee. Promptly following the Service Termination Date, Flex USA shall pay the applicable Option Holdback Amount to each Transition Employee who has remained employed by Flex USA or its applicable Affiliate will bear through the costs associated Service Termination Date. (d) On or prior to the Closing, Purchasers have offered to Offered Employees and Transition Employees cash retention bonuses designed to provide the Transferred Employees and Transition Employees with any severance aggregate retention bonuses of up to $1,000,000 minus the Aggregate Option Holdback Amount if they remain in the long-term or separation costs (including the employer portion short-term employment, as applicable, of any withholding and payroll Taxes thereon) required to be paid by Parent a Purchaser or its Affiliatesan Affiliate of a Purchaser.

Offered Employees. Within 10 Business Days (a) Prior to the Closing, Buyer shall, or shall cause one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) to, offer employment to each Offered Employee other than any Leave Employee, in each case effective as of the Closing. Effective as of the Closing, Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) shall hire and employ each Offered Employee who accepts the offer of employment extended to such Offered Employee pursuant to the preceding sentence. With respect to any Leave Employee that presents himself or herself for active employment within six months following the Closing Date, Buyer shall, or shall cause one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) to, offer employment to each such Leave Employee, and Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) shall hire and employ each such Leave Employee who accepts the offer of employment effective as of such employee’s date hereofof acceptance and commencement of active employment with Buyer. The applicable Seller Subsidiary shall use reasonable best efforts to enter into a tripartite agreement or other mutually agreed form of agreement with each of the employees set forth on Schedule 8.2(a) and Polycom (Denmark) ApS to assign and set forth the employment terms as required by law. Seller shall provide all reasonable assistance to Buyer and its Subsidiaries (including for this purpose, Purchaser will make the Company or one of its Subsidiaries) in connection with the offers of employment and tripartite agreements to the Offered Employees in accordance contemplated by the preceding sentences. Seller, the Company and their respective Subsidiaries make no representation or warranty with Applicable Law respect to, and shall not be responsible for, the acceptance rate of employment offers extended to become effective the Offered Employees. Those Offered Employees who accept employment from Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) pursuant to the offers of employment made pursuant to this Section 8.2(a) and commence employment with Buyer or one of its Subsidiaries (including for this purpose, the Company or one of its Subsidiaries) as of the Closing Date. Such offers of employment will be on terms and conditions, including pay, position, responsibility and benefits, including equity incentive arrangements and restricted stock units, that are substantially comparable to the terms and conditions provided to (or such Offered Employees by Parent and/or its Affiliates on the later date hereof and for employment at a work location within a 10-mile radius of the location where such Offered Employees are permanently providing services with respect to the Company’s business as conducted. No later than eight (8) Business Days prior to delivering such offers of employment to the Offered Leave Employees), together with all Automatic Transferred Employees, Purchaser will provide shall be referred to herein collectively as “Transferred Employees.” (b) For the material terms of such offers to Seller and Purchaser will consider in good faith any comments provided by Seller. Parent or its Affiliates may terminate the employment of any Offered Employee who does not become a Transferred Employee period beginning on the Closing Dateand ending six months following the Closing, provided that Parent will be entitled to prompt reimbursement from Purchaser Buyer shall or shall cause one of any severance or separation costs its Subsidiaries (including for this purpose, the employer portion of any withholding and payroll Taxes thereon) required to be paid by Parent or its Affiliates but only with respect to any Offered Employee who both (i) does not receive an offer of employment made by Purchaser Company or one of its Affiliates Subsidiaries) to provide each Transferred Employee with (i) base salary or base wages, that materially complies with are equal to or greater than the requirements set forth in this Section base salary or base wages provided to such Transferred Employee as of the Closing Date and (ii) does not become a annual bonus opportunity and other employee benefits (but excluding any equity based compensation, and defined benefit plan benefits) that are reasonably comparable in the aggregate to the annual bonus opportunity and employee benefits provided to such Transferred Employee on Employees as of the Closing DateDate under the Employee Benefit Plans. (c) Except as required by applicable Law or the terms of the Transition Services Agreement, from and after the Closing, the Transferred Employees shall cease to participate in and/or accrue further rights or benefits under any Seller Benefit Plans. For After the Closing, Seller and/or its Subsidiaries (other than the Company and its Subsidiaries) shall be solely responsible for and will indemnify Buyer, the Company and its Subsidiaries from and against, any claims or other Liabilities under any Seller Benefit Plan except as set forth in the Transition Services Agreement (and, for the avoidance of doubt, should an Offered Employee (A) receive an offer of employment made by Purchaser or one of its Affiliates that materially complies with the requirements except as set forth in Section 8.3). For purposes of this Section paragraph, a “claim” under any health or welfare plan shall be deemed to have been incurred on the date on which the medical or other treatment or service was rendered and not the date of the inception of the related illness or injury or the date of submission of a claim related thereto. (Bd) does not Notwithstanding anything in this ARTICLE 8 to the contrary, Seller and Buyer hereby agree that any Business Employee who (i) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (ii) as of the Closing Date is receiving or entitled to receive long-term disability benefits, shall become a Transferred Employee, Parent eligible or its applicable Affiliate will bear the costs associated with any severance or separation costs (including the employer portion of any withholding and payroll Taxes thereon) required continue to be paid by Parent or its Affiliateseligible, as applicable, to receive long-term disability benefits under a Seller Benefit Plan that is a long-term disability plan unless and until such employee is no longer disabled.