Common use of Offers and Terms of Employment Clause in Contracts

Offers and Terms of Employment. (a) Seller shall, and shall cause the relevant Subsidiaries of Seller to, terminate, effective as of the Closing Date, the employment of all the Employees listed in Part I of Section 6.01(a) of the Seller Disclosure Schedule (such schedule to be updated no later than two weeks prior to the Closing). No later than three days prior to, and effective as of, the Closing Date, Purchaser shall, or shall cause one of its applicable Subsidiaries to, offer employment to each such Employee (each such Employee, an “Offeree”). Notwithstanding the preceding two sentences, for any such Employee (an “Inactive Employee”) who is inactive on the Closing Date because of a short-term disability or by reason of a leave under the Family and Medical Leave Act (an “FMLA Leave”) such termination of employment and offer of employment shall be effective as of the date such Employee returns to active status, and shall be subject to such Employee returning to active status not later than the expiration of such short-term disability benefits or FMLA Leave. Notwithstanding the foregoing provisions of this Section 6.01(a), for employees located in non-US jurisdictions for whom the transfer of employment mechanism described above would be inconsistent with local requirements (each, a “Non-US TE”), employment shall transfer through assumption of employment contracts or otherwise in compliance with such requirements. Part II of Section 6.01(a) of the Seller Disclosure Schedule sets forth the manner in which the employment of each Non-US TE is intended by the Purchaser and Seller to be transferred. In the event employment of the Non-US TEs cannot be transferred as outlined on Section 6.01(a) of the Seller Disclosure Schedule, then an agreement outlining the actual method of transfer and the allocation of any associated Liabilities shall be created and negotiated in good faith between Seller and Purchaser, but in all events shall be consistent with the terms of this Agreement. (b) Each Offeree who accepts Purchaser’s or one of its Subsidiaries’ offer of employment, together with each non-U.S. Employee whose employment continues as provided in Section 6.01(a), shall be referred to herein as a “Transferred Employee.” An Offeree who performs work at his then applicable place of employment in the Business on the first Business Day immediately following the Closing Date shall be deemed to have accepted the offer of employment and to be a Transferred Employee for all purposes of this Agreement, it being understood and agreed that Purchaser shall have no obligation to any Transferred Employee who fails to take such action as may be required of him by local law to commence or continue employment with Purchaser. Immediately following the Closing, all Transferred Employees employed in the U.S. will be employed by ICX. Purchaser shall, upon the request of Seller, promptly advise Seller in writing of the terms of employment that were offered to any Offeree who does not become a Transferred Employee. For the avoidance of any doubt any Person, who is not an Offeree and who performs services on behalf of Seller, Seller Subsidiaries, or their Affiliates, for Purchaser and the Business as part of the Transition Services Agreement shall not be a deemed a Transferred Employee. (c) The Parties agree that offers of employment to Transferred Employees may be subject to such reasonable background and drug screen checks as the Purchaser shall determine, which checks shall be performed following the Closing Date (or initial date of employment for Inactive Employees). Neither Purchaser nor its Affiliates shall have any Liability or responsibility in respect of any such Employee who fails such checks, and no such Employee shall be treated as a Transferred Employee hereunder, except that Purchaser shall bear full responsibility for any Liability relating to the conduct of the checks or any alleged improprieties in the conduct thereof or in the Purchaser’s decision to revoke any offer of employment as a result thereof. (d) With respect to Employees located in the U.S., Purchaser shall cause each offer of employment pursuant to Section 6.01(a) to provide for an annual base salary or hourly wage rate (as applicable), that is the same as such salary or rate (as applicable) of, or made available to, the relevant Offeree immediately prior to the Closing Date plus, in the case of Employees located in the U.S., a one-time increase in such salary or hourly wage rate (as applicable) equal to the excess of (x) the amount contributed by such Offeree towards the premium for medical benefits provided by Purchaser in the first pay period immediately following the Closing Date, over (y) the amount contributed by such Offeree towards the premium for medical benefits provided by Seller in the last pay period immediately prior to the Closing Date, multiplied by twenty-six (the number of pay periods in one fiscal year), and (i) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), (ii) employee and retirement benefits, and (iii) other terms and conditions of employment (the items in clauses (i), (ii) and (iii) are referred to collectively, as the “Employment Terms”) that are the same as those of a similarly situated employee of Purchaser; provided, that nothing in this sentence shall restrict the ability of Purchaser to implement changes to any such Employment Terms, so long as such changes do not have a materially disproportionate impact on Transferred Employees as compared to other similarly situated employees of Purchaser; and provided further, that in the case of any Offeree whose terms and conditions of employment are subject to collective bargaining or other collective labor representation (as identified in Section 3.11(c) of the Seller Disclosure Schedule), Purchaser shall cause each such offer of employment (or, where applicable, the continuation of employment) to have such Employment Terms as may be required under applicable Law or any applicable collective bargaining or other collective labor agreement. (i) During the six-month period immediately following the Closing Date or any longer period required by applicable Law (such period, the “Coverage Period”), Purchaser shall, and shall cause its Subsidiaries to, continue to provide each Transferred Employee located in the U.S. with the annual base salary or hourly wage rate (as applicable) and Employment Terms in accordance with Section 6.01(d). (ii) Section 6.01(e)(ii) of the Seller Disclosure Schedule shall list the employment terms and conditions currently provided to all Transferred Employees located in non-U.S. jurisdictions. During the Coverage Period, Purchaser shall, and shall cause any of its Subsidiaries that employs a Transferred Employee located in non-U.S. jurisdictions, to provide such Transferred Employees with the same employment terms and conditions as specified on Section 6.01(e)(ii) of the Seller Disclosure Schedule. (iii) Nothing in this Section 6.01(e) shall restrict the right of Purchaser or a Subsidiary of Purchaser to terminate the employment of any Transferred Employee, provided any such termination is effected in accordance with applicable Law and the terms of any applicable Purchaser Benefit Plan or applicable collective agreement or collective bargaining agreement (as identified in Section 3.11(c) of the Seller Disclosure Schedule). (f) With respect to any Transferred Employee (other than a Transferred Employee who is covered by a change of control agreement set forth on Section 6.02(b) of the Seller Disclosure Schedule) who, during the Coverage Period, is terminated without cause, Purchaser shall provide, or shall cause its applicable Subsidiary to provide, severance benefits in an amount equal to no less than the greater of (i) six weeks’ base pay of such Transferred Employee, (ii) the severance benefits such Transferred Employee would be entitled to receive under Purchaser’s or such Subsidiary’s severance policies in effect at the time of the Transferred Employee’s termination of employment with Purchaser or such Subsidiary, and (iii) the severance benefits including applicable notice periods such Transferred Employee would be entitled to receive under (A) Seller’s or such Subsidiary’s severance policies or (B) if applicable, Seller’s written agreement with such Transferred Employee, in either case, in effect at the time of the Closing Date. In the event that the greatest of such three amounts paid to any such Transferred Employee (other than a Transferred Employee who is covered by a change of control agreement set forth on Section 6.02(b) of the Seller Disclosure Schedule) is described in clause (iii) above, Seller shall reimburse Purchaser promptly upon the presentation of appropriate documentation evidencing such payment and the circumstances thereof, the excess of the amount (plus the amount of employment taxes actually required to be paid by Purchaser or its Affiliates, excluding, for the purposes of clarity, amounts withheld from the payments themselves, in respect of such amounts) described in clause (iii) over the greater of the amounts described in clauses (i) and (ii). (g) If any Transferred Employee identified in Section 6.01(a) of the Seller Disclosure Schedule as requiring a visa, work permit or employment pass or other approval for his employment to commence with, or to transfer to or continue with Purchaser or any of its Subsidiaries following the Closing Date, Purchaser shall promptly file any and all necessary applications or documents and shall take all actions needed to secure the necessary visa, permit, pass or other approval, and Seller shall provide such assistance as reasonably requested by Purchaser in connection therewith. (h) Not later than ten days after the end of each month in the six-month period following the Closing Date, Purchaser shall provide Seller with the information set forth in Section 6.01(h) of the Seller Disclosure Schedule with respect to each Transferred Employee whose employment with Purchaser or any of its Subsidiaries terminated during such month, provided that the information provided following the six-month anniversary of the Closing Date shall cover the entire period since the Closing Date. In addition, Purchaser shall promptly provide Seller with such information as Seller shall reasonably request regarding the circumstances related to the termination of employment of any such Transferred Employee.

Offers and Terms of Employment. (a) The Seller shall, and shall cause the relevant Subsidiaries of Seller to, terminate, effective as of the Closing Date, the employment of all each of the Business Employees listed in Part I of Section 6.01(a6.1(a)(i) of the Seller Disclosure Schedule Schedules (each such schedule to be updated no later than two weeks prior Business Employee, a “U.S. Offeree”), but shall not terminate the employment of the Business Employees listed in Section 6.1(a)(ii) of the Disclosure Schedules (each such Business Employee, a “U.K. Employee”) (the transfer of such U.K. Employees being instead subject to the Closingprovisions of Section 6.7); provided, however, that Seller shall not terminate the employment of Inactive Business Employees until such Inactive Business Employee presents themselves to Buyer for active employment (or it is determined that such Inactive Business Employee will not return to active employment within six (6) months of the Closing Date or such earlier date with respect to which any reemployment rights they may have cease). No later than three days prior to, and effective as of, the commencement of business on the Closing Date, Purchaser the Buyer shall, or shall cause one of its applicable Subsidiaries a Buyer Subsidiary to, offer employment to each U.S. Offeree, such Employee (each such Employeeemployment to be deemed to commence as of 12:01 AM, an “Offeree”). Notwithstanding the preceding two sentencesEastern Time, for any such Employee (an “Inactive Employee”) who is inactive on the Closing Date because of a short-term disability or by reason of a leave under the Family and Medical Leave Act (an “FMLA Leave”) such termination Date; provided, however, offers of employment to Inactive Business Employees shall be contingent on each such Inactive Business Employee presenting himself/herself to Buyer for active employment within six months of the Closing (or such later date with respect to which the Inactive Business Employee has reemployment rights under applicable law) and the effective date of Inactive Business Employees’ employment with Buyer shall be the date such Inactive Business Employee commences active employment with Buyer. Each such offer of employment shall be effective as in writing and a copy of the date such Employee returns to active status, and form thereof shall be subject provided to such Employee returning to active status not later than the expiration of such short-term disability benefits or FMLA Leave. Notwithstanding the foregoing provisions of this Section 6.01(a), for employees located in non-US jurisdictions for whom the transfer of employment mechanism described above would be inconsistent with local requirements (each, a “Non-US TE”), employment shall transfer through assumption of employment contracts or otherwise in compliance with such requirements. Part II of Section 6.01(a) of the Seller Disclosure Schedule sets forth for the manner in which Seller’s reasonable review and comment at least five Business Days prior to the employment of each Non-US TE date it is intended by distributed to the Purchaser and Seller to be transferredapplicable U.S. Offeree. In the event employment of the Non-US TEs cannot be transferred as outlined on Section 6.01(a) of the Seller Disclosure Schedule, then an agreement outlining the actual method of transfer and the allocation of any associated Liabilities shall be created and negotiated in good faith between Seller and Purchaser, but in all events shall be consistent with the terms of this Agreement. (b) Each U.S. Offeree who accepts Purchaser’s his or one of its Subsidiaries’ her offer of employment, together employment and commences employment with each non-U.S. Employee whose employment continues as provided in Section 6.01(a), Buyer shall be referred to herein as a “Transferred U.S. Employee.” An ”. A U.S. Offeree who performs work at his or her then applicable place of employment in the Business on the first Business Day immediately following the Closing Date shall be deemed for all purposes of this Agreement to have accepted the offer of employment and to be a Transferred U.S. Employee for all purposes of this Agreement, it being understood and agreed that Purchaser . The Buyer shall have no obligation provide written notice to the Seller not later than two Business Days following receipt of any Transferred Employee who fails to take such action as may be required of him by local law to commence acceptance or continue employment with Purchaser. Immediately following the Closing, all Transferred Employees employed in the U.S. will be employed by ICX. Purchaser shall, upon the request of Seller, promptly advise Seller in writing of the terms declination of employment that were offered to by any Offeree who does not become a Transferred Employee. For the avoidance of any doubt any Person, who is not an Offeree and who performs services on behalf of Seller, Seller Subsidiaries, or their Affiliates, for Purchaser and the Business as part of the Transition Services Agreement shall not be a deemed a Transferred EmployeeU.S. Offeree. (cb) The Parties agree that offers of employment to Transferred Employees may be subject to such reasonable background and drug screen checks as the Purchaser shall determine, which checks shall be performed following the Closing Date (or initial date of employment for Inactive Employees). Neither Purchaser nor its Affiliates shall have any Liability or responsibility in respect of any such Employee who fails such checks, and no such Employee shall be treated as a Transferred Employee hereunder, except that Purchaser shall bear full responsibility for any Liability relating to the conduct of the checks or any alleged improprieties in the conduct thereof or in the Purchaser’s decision to revoke any offer of employment as a result thereof. (d) With respect to Employees located in the U.S., Purchaser Buyer shall cause each offer of employment pursuant to Section 6.01(a6.1 (a) to provide for (x) an annual base salary or hourly wage rate rate, as applicable (as applicablesuch U.S. Offeree’s “Base Compensation”), that is substantially comparable to such U.S. Offeree’s Base Compensation immediately prior to the same as such salary Closing Date and (y) a work location (a “Work Location”) not more than 20 miles from the U.S. Offeree’s Work Location immediately prior to the Closing Date. The Buyer shall cause each offer of employment pursuant to Section 6.1(a) to provide for (i) annual bonus and cash incentive compensation opportunities (but not equity or rate equity-linked incentives) and (as applicableii) of, or made available toemployee benefits (excluding equity based arrangements) (items (i) and (ii) collectively, the relevant “Other Employment Terms”) that are substantially comparable, in the aggregate, to the Other Employment Terms of the U.S. Offeree immediately prior to the Closing Date plus, in the case of Employees located in the U.S., a one-time increase in such salary or hourly wage rate (as applicable) equal to the excess of (x) the amount contributed by such Offeree towards the premium for medical benefits provided by Purchaser in the first pay period immediately following the Closing Date, over (y) the amount contributed by such Offeree towards the premium for medical benefits provided by Seller in the last pay period immediately prior to the Closing Date, multiplied by twenty-six (the number of pay periods in one fiscal year), and (i) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), (ii) employee and retirement benefits, and (iii) other terms and conditions of employment (the items in clauses (i), (ii) and (iii) are referred to collectively, as the “Employment Terms”) that are the same as those of a similarly situated employee of Purchaser; provided, that nothing in this sentence shall restrict the ability of Purchaser to implement changes to any such Employment Terms, so long as such changes do not have a materially disproportionate impact on Transferred Employees as compared to other similarly situated employees of Purchaser; and provided further, that in the case of any Offeree whose terms and conditions of employment are subject to collective bargaining or other collective labor representation (as identified in Section 3.11(c) of the Seller Disclosure Schedule), Purchaser shall cause each such offer of employment (or, where applicable, the continuation of employment) to have such Employment Terms as may be required under applicable Law or any applicable collective bargaining or other collective labor agreement. (ic) During the sixone-month year period immediately following the Closing Date or any longer period required by applicable Law (such period, the “Coverage Period”), Purchaser the Buyer shall, and shall cause its Subsidiaries each Buyer Subsidiary that employs a Transferred U.S. Employee to, continue to provide each Transferred U.S. Employee located in the U.S. with the annual base salary or hourly wage rate (as applicable) such Base Compensation, Work Location and Other Employment Terms in accordance with that are no less favorable to such Transferred U.S. Employee than those required to be initially provided to such Transferred U.S. Employee by the Buyer or the applicable Buyer Subsidiary pursuant to this Section 6.01(d)6.1. (ii) Section 6.01(e)(ii) of the Seller Disclosure Schedule shall list the employment terms and conditions currently provided to all Transferred Employees located in non-U.S. jurisdictions. During the Coverage Period, Purchaser shall, and shall cause any of its Subsidiaries that employs a Transferred Employee located in non-U.S. jurisdictions, to provide such Transferred Employees with the same employment terms and conditions as specified on Section 6.01(e)(ii) of the Seller Disclosure Schedule. (iii) Nothing in this Section 6.01(e) shall restrict the right of Purchaser or a Subsidiary of Purchaser to terminate the employment of any Transferred Employee, provided any such termination is effected in accordance with applicable Law and the terms of any applicable Purchaser Benefit Plan or applicable collective agreement or collective bargaining agreement (as identified in Section 3.11(c) of the Seller Disclosure Schedule). (fd) With respect to any Transferred U.S. Employee (other than a Transferred Employee who is covered by a change of control agreement set forth on Section 6.02(b) of the Seller Disclosure Schedule) who, during the Coverage Period, (i) is terminated without causecause or (ii) elects to terminate his or her employment with the Buyer or a Buyer Subsidiary within thirty days after the Buyer or such Buyer Subsidiary notifies such Transferred U.S. Employee of the Buyer’s or such Buyer Subsidiary’s intent to (A) reduce such Transferred U.S. Employee’s Base Compensation or (B) assign such Transferred U.S. Employee to a Work Location more than 20 miles from the Transferred U.S. Employee’s Work Location immediately prior to the Closing Date, Purchaser the Buyer shall provide, or shall cause its the applicable Buyer Subsidiary to provide, severance benefits in an amount equal to no less than the greater of (i) six weeks’ base pay of such Transferred Employee, (ii) the severance benefits such Transferred U.S. Employee would be entitled to receive under Purchaserthe Buyer’s or such Buyer Subsidiary’s severance policies in effect at the time of the Transferred U.S. Employee’s termination of employment with Purchaser the Buyer or such Buyer Subsidiary, and (iii) the severance benefits including applicable notice periods such Transferred Employee would be entitled to receive under (A) Seller’s or such Subsidiary’s severance policies or (B) if applicable, Seller’s written agreement with such Transferred Employee, in either case, in effect at the time of the Closing Date. In the event that the greatest of such three amounts paid to any such Transferred Employee (other than a Transferred Employee who is covered by a change of control agreement set forth on Section 6.02(b) of the Seller Disclosure Schedule) is described in clause (iii) above, Seller shall reimburse Purchaser promptly upon the presentation of appropriate documentation evidencing such payment and the circumstances thereof, the excess of the amount (plus the amount of employment taxes actually required to be paid by Purchaser or its Affiliates, excluding, for the purposes of clarity, amounts withheld from the payments themselves, in respect of such amounts) described in clause (iii) over the greater of the amounts described in clauses (i) and (ii). (ge) If any Transferred U.S. Employee identified in Section 6.01(a) of the Seller Disclosure Schedule as requiring requires a visa, work permit or employment pass or other approval for his or her employment to commence with, or to transfer to or continue with Purchaser the Buyer or any of its Subsidiaries Buyer Subsidiary following the Closing Date, Purchaser the Buyer shall, or shall cause the applicable Buyer Subsidiary to, promptly file any and all necessary applications or documents and shall take take, or cause the applicable Buyer Subsidiary to take, all actions (and bear, or cause the applicable Buyer Subsidiary to bear, any related fees and costs) needed to secure the necessary visa, permit, pass or other approvalapproval in advance of the Closing Date, and the Seller shall provide such assistance as reasonably requested by Purchaser the Buyer in connection therewith. (h) Not later than ten days after the end of each month in the six-month period following the Closing Date, Purchaser shall provide Seller with the information set forth in Section 6.01(h) of the Seller Disclosure Schedule with respect to each Transferred Employee whose employment with Purchaser or any of its Subsidiaries terminated during such month, provided that the information provided following the six-month anniversary of the Closing Date shall cover the entire period since the Closing Date. In addition, Purchaser shall promptly provide Seller with such information as Seller shall reasonably request regarding the circumstances related to the termination of employment of any such Transferred Employee.

Offers and Terms of Employment. (a) Section 1.01(v) of the Seller Disclosure Schedule and Section 3.11(c) of the Seller Disclosure Schedule shall be updated no later than ten Business Days prior to the Closing Date to reflect, with respect to Employees below the level of Vice President, hiring, promotions, demotions, transfers or other status changes and attrition, and further accruals or reductions in the ordinary course of the business consistent with past practice from the date hereof to the Closing Date; provided that Seller shall not transfer the employment of any employee to the Business, or of any Employee who is not an Excluded Employee outside of the Business, without the prior written consent of Purchaser; provided further that within 15 Business Days following the date hereof, Purchaser may remove up to forty-four (44) Employees from the list of Employees on Section 1.01(v) of the Seller Disclosure Schedule (the “Purchaser Excluded Employees”). Seller shall, and shall cause the relevant Seller Subsidiaries of Seller to, terminate, effective as of the Closing Date, the employment of all the Employees listed in Part I each Offeree who accepts Purchaser’s or one of Section 6.01(a) its Subsidiaries’ offer of the Seller Disclosure Schedule (such schedule employment and whose employment does not otherwise transfer automatically by operation of law to be updated no later than two weeks prior to the Closing)Purchaser. No later than three days prior to, and effective as of, the Closing Date, Purchaser shall, or shall cause one of its applicable Subsidiaries to, offer employment to each such Employee who is listed in Section 1.01(v) of the Seller Disclosure Schedule (each such Employee, an “Offeree”). Notwithstanding the preceding two sentences, for any such Employee (an “Inactive Employee”) who is inactive on the Closing Date because of a short-term disability or by reason of a leave under the Family and Medical Leave Act (an “FMLA Leave”) such termination of employment and offer of employment shall be effective as of the date such Employee returns to active status, and shall be subject to such Employee returning to active status not later than the expiration of such short-term disability benefits or FMLA Leave. Notwithstanding the foregoing provisions of this Section 6.01(a), for employees located in non-US U.S. jurisdictions for whom the transfer of employment mechanism described above would be inconsistent with local requirements (each, a “Non-US U.S. TE”), employment shall transfer through assumption of employment contracts or otherwise in compliance with such requirements. Part II of Section 6.01(a) of the Seller Disclosure Schedule sets forth the manner in which the employment of each Non-US U.S. TE is intended by the Purchaser and Seller to be transferred. In the event employment of the Non-US TEs cannot be transferred as outlined on Section 6.01(a) of the Seller Disclosure Schedule, then an agreement outlining the actual method of transfer and the allocation of any associated Liabilities shall be created and negotiated in good faith between Seller and Purchaser, but in all events shall be consistent with the terms of this Agreement. (b) Each Offeree who accepts Purchaser’s or one of its Subsidiaries’ offer of employment, together with each non-U.S. Share Transfer Employee whose employment continues as provided in with the Companies or other Employee who is transferred to Purchaser or a Subsidiary of Purchaser automatically by operation of Law upon the Closing or pursuant to the mechanism set forth on Section 6.01(a) of the Seller Disclosure Schedule (and excluding in each case the Excluded Employees), shall be referred to herein as a “Transferred Employee.” ”. An Offeree who performs work at his or her then applicable place of employment in the Business on the first Business Day immediately following the Closing Date shall be deemed for all purposes of this Agreement to have accepted the offer of employment and to be a Transferred Employee for all purposes of this Agreement, it being understood and agreed that Purchaser shall have no obligation to any Transferred Employee who fails to take such action as may be required of him by local law to commence or continue employment with Purchaser. Immediately following the Closing, all Transferred Employees employed in the U.S. will be employed by ICX. Purchaser shall, upon the request of Seller, promptly advise Seller in writing of the terms of employment that were offered to any Offeree who does not become a Transferred Employee. For the avoidance of any doubt any Person, who is not an Offeree and who performs services on behalf of Seller, Seller Subsidiaries, or their Affiliates, for Purchaser and the Business as part of the Transition Services Agreement shall not be a deemed a Transferred Employee. (c) The Parties agree that offers of employment to Transferred Employees may be subject to such reasonable background and drug screen checks as the Purchaser shall determine, which checks shall be performed following the Closing Date (or initial date of employment for Inactive Employees). Neither Purchaser nor its Affiliates shall have any Liability or responsibility in respect of any such Employee who fails such checks, and no such Employee shall be treated as a Transferred Employee hereunder, except that Purchaser shall bear full responsibility for any Liability relating to the conduct of the checks or any alleged improprieties in the conduct thereof or in the Purchaser’s decision to revoke any offer of employment as a result thereof. (d) With respect to Employees located in the U.S., Purchaser shall cause each offer of employment pursuant to Section 6.01(a) to provide for an annual base salary or hourly wage rate (as applicable), that is the same as such salary or rate (as applicable) of, or made available to, the relevant Offeree immediately prior to the Closing Date plus, in the case of Employees located in the U.S., a one-time increase in such salary or hourly wage rate (as applicable) equal to the excess of (x) the amount contributed by such Offeree towards the premium for medical benefits provided by Purchaser in the first pay period immediately following the Closing Date, over (y) the amount contributed by such Offeree towards the premium for medical benefits provided by Seller in the last pay period immediately prior to the Closing Date, multiplied by twenty-six (the number of pay periods in one fiscal year), and (i) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), (ii) employee and retirement benefits, and (iii) other terms and conditions of employment (the items in clauses (i), (ii) and (iii) are referred to collectively, as the “Employment Terms”) that are the same as those of a similarly situated employee of Purchaser; provided, that nothing in this sentence shall restrict the ability of Purchaser to implement changes to any such Employment Terms, so long as such changes do not have a materially disproportionate impact on Transferred Employees as compared to other similarly situated employees of Purchaser; and provided further, that in the case of any Offeree whose terms and conditions of employment are subject to collective bargaining or other collective labor representation (as identified in Section 3.11(c) of the Seller Disclosure Schedule), Purchaser shall cause each such offer of employment (or, where applicable, the continuation of employment) to have such Employment Terms as may be required under applicable Law or any applicable collective bargaining or other collective labor agreement. (i) During the six-month period immediately following the Closing Date or any longer period required by applicable Law (such period, the “Coverage Period”), Purchaser shall, and shall cause its Subsidiaries to, continue to provide each Transferred Employee located in the U.S. with the annual base salary or hourly wage rate (as applicable) and Employment Terms in accordance with Section 6.01(d). (ii) Section 6.01(e)(ii) of the Seller Disclosure Schedule shall list the employment terms and conditions currently provided to all Transferred Employees located in non-U.S. jurisdictions. During the Coverage Period, Purchaser shall, and shall cause any of its Subsidiaries that employs a Transferred Employee located in non-U.S. jurisdictions, to provide such Transferred Employees with the same employment terms and conditions as specified on Section 6.01(e)(ii) of the Seller Disclosure Schedule. (iii) Nothing in this Section 6.01(e) shall restrict the right of Purchaser or a Subsidiary of Purchaser to terminate the employment of any Transferred Employee, provided any such termination is effected in accordance with applicable Law and the terms of any applicable Purchaser Benefit Plan or applicable collective agreement or collective bargaining agreement (as identified in Section 3.11(c) of the Seller Disclosure Schedule). (f) With respect to any Transferred Employee (other than a Transferred Employee who is covered by a change of control agreement set forth on Section 6.02(b) of the Seller Disclosure Schedule) who, during the Coverage Period, is terminated without cause, Purchaser shall provide, or shall cause its applicable Subsidiary to provide, severance benefits in an amount equal to no less than the greater of (i) six weeks’ base pay of such Transferred Employee, (ii) the severance benefits such Transferred Employee would be entitled to receive under Purchaser’s or such Subsidiary’s severance policies in effect at the time of the Transferred Employee’s termination of employment with Purchaser or such Subsidiary, and (iii) the severance benefits including applicable notice periods such Transferred Employee would be entitled to receive under (A) Seller’s or such Subsidiary’s severance policies or (B) if applicable, Seller’s written agreement with such Transferred Employee, in either case, in effect at the time of the Closing Date. In the event that the greatest of such three amounts paid to any such Transferred Employee (other than a Transferred Employee who is covered by a change of control agreement set forth on Section 6.02(b) of the Seller Disclosure Schedule) is described in clause (iii) above, Seller shall reimburse Purchaser promptly upon the presentation of appropriate documentation evidencing such payment and the circumstances thereof, the excess of the amount (plus the amount of employment taxes actually required to be paid by Purchaser or its Affiliates, excluding, for the purposes of clarity, amounts withheld from the payments themselves, in respect of such amounts) described in clause (iii) over the greater of the amounts described in clauses (i) and (ii). (g) If any Transferred Employee identified in Section 6.01(a) of the Seller Disclosure Schedule as requiring a visa, work permit or employment pass or other approval for his employment to commence with, or to transfer to or continue with Purchaser or any of its Subsidiaries following the Closing Date, Purchaser shall promptly file any and all necessary applications or documents and shall take all actions needed to secure the necessary visa, permit, pass or other approval, and Seller shall provide such assistance as reasonably requested by Purchaser in connection therewith. (h) Not later than ten days after the end of each month in the six-month period following the Closing Date, Purchaser shall provide Seller with the information set forth in Section 6.01(h) of the Seller Disclosure Schedule with respect to each Transferred Employee whose employment with Purchaser or any of its Subsidiaries terminated during such month, provided that the information provided following the six-month anniversary of the Closing Date shall cover the entire period since the Closing Date. In addition, Purchaser shall promptly provide Seller with such information as Seller shall reasonably request regarding the circumstances related to the termination of employment of any such Transferred Employee.