Selected Employees. Within 45 days after the Agreement Date, Parent and Buyer, in their sole discretion, will determine and inform Seller of the identity of the Business Employees, if any, to whom Parent or Buyer will offer employment (the “Selected Employees”), and the terms and conditions of any such offer. Notwithstanding the foregoing, neither Parent nor Buyer shall have any obligation to employ any of the employees of Seller, including any Selected Employee. Seller will not take any action, before or after the Closing, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Parent or Buyer. Seller will retain, and Parent and Buyer will not assume, any employer or employment-related obligations of Seller to the Selected Employees or any other liability of Seller related to any Selected Employee that arises or accrues on or before the Closing Date, including, without limitation: (i) accrued personal time off (including sick leave); (ii) any obligation to provide health, medical, disability, life or other insurance benefits or any stock, stock option rights, or pension savings plan or similar benefits pursuant to any Seller employee benefit plan, plans, agreement or arrangement; (iii) any government-mandated employee or employment-related payments; (iv) workers’ compensation and disability insurance premiums (if any) paid or payable by Seller on behalf of Selected Employees who are on workers’ compensation or disability leave as of the Closing Date; or (v) any bonuses accrued or earned by any of the Selected Employees on or prior to the Closing Date. Any Liabilities to any of the employees of Seller resulting from Parent’s or Buyer’s failure to offer employment to any such employee will be, and will remain, Seller’s sole responsibility.
Selected Employees. (i) At or prior to Closing, the Purchasers will extend offers of employment, commencing as of 12:01 a.m. on the day following the Closing Date, at such salary, compensation levels and terms and conditions as such Purchasers may determine, to the Selected Employees, which offers shall be conditioned on the Closing. Each Selected Employee who accepts Purchasers' offer of employment shall become an employee of the Purchasers as of 12:01 a.m. on the day following the Closing Date and shall thereafter be a "Transferred Employee". Purchasers shall assume all employment obligations accruing or arising after such time with respect to the Transferred Employees. In addition, Purchasers agree that in connection with their employment of any Transferred Employees, such Purchasers shall (x) give full credit for years of service with Sellers for purposes of eligibility and vesting under Purchasers' Plans, (y) impose no waiting period for benefits participation, and (z) impose no exclusions from health benefits for pre-existing medical conditions, other than those medical conditions excluded under Sellers' health plans.
Selected Employees. Set forth on Schedule 7.3(b) is a list of employees who provide services to, for, or on behalf of the Acquired Companies, but who are currently employed by an Affiliate of Sellers (other than the Acquired Companies) (the “Listed Employees”). Within five business days after the date hereof, Sellers shall provide Buyer a list of the Listed Employees (current as of the date hereof) that includes the name, job title, the market reference point of the position, compensation data (including base salary, current short-term and long-term incentive targets and actual base pay and bonus for the last two completed years), work location, date of hire, recognized service date, and any other information reasonably requested by Buyer that is necessary for payroll and benefits administration for each of the Listed Employees. Sellers shall, as soon as practicable after the date hereof but no later than January 8, 2007, make each such employee available for employment interviews with Buyer. Sellers shall take all reasonable measures to encourage the Listed Employees to remain in their current positions. No later than January 31, 2007, Buyer shall provide Sellers a written list of not less than 50% of the Listed Employees (the “Selected Employees”) and Sellers shall transfer the employment of such Selected Employees to the Acquired Companies immediately prior to Closing, at which time such Selected Employees shall become Employees. Notwithstanding the foregoing, any Selected Employee who is on leave of absence or on short-term disability (but excluding employees on layoff or on long-term disability) shall continue in the employ of their current employer. Following the Closing, if such Selected Employee returns to active employment status within six months of the Closing Date, Sellers shall terminate such employee and such Person shall be employed by the Acquired Companies, Buyer, or its Affiliates. Any such Selected Employee who is on layoff or on long-term disability shall continue in the employ of their current employer and shall remain the responsibility of Sellers and their Affiliates. None of the Acquired Companies, Buyer, or Buyer’s Affiliates shall assume any liability or obligation with respect to any Listed Employee who does not become an Employee.
Selected Employees. Schedule 7.1 identifies the employees of Seller to whom Buyer has offered employment (the "SELECTED EMPLOYEES") on the basis of Buyer's standard new hire policies. Seller will not take any action, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Buyer. Seller shall pay the accrued vacation, holiday and sick pay of the Selected Employees to the Selected Employees on the Closing Date. Buyer agrees to employ the store managers and assistant store managers included on Schedule 7.1 for a period of six months after the Closing; provided, however, that all such persons shall be employees at will and Buyer shall have the right to terminate, decrease the compensation of, or demote such persons "for cause" as determined by Buyer in its sole discretion. Seller shall be responsible for all severance and related obligations to employees of Seller arising on or prior to the Closing or as a result of the transactions contemplated by this Agreement.
Selected Employees. The Relevant Employer shall, in addition to complying with paragraphs 4.1 and 4.2 in respect of Selected Employees, pay to each Selected Employee a retention payment in cash at the relevant Completion (less any applicable deductions) [***]. Each such payment shall be made in the form of a forgivable interest free loan with a term of three years from the relevant Completion and the amount of which shall reduce by one third on each anniversary of the relevant Completion, or some other structure having substantially the same effect. The loan will be documented in a loan agreement to be entered into between the Relevant Employer and each Selected Employee and it will be provided that the loan will only be forgivable if such Selected Employee continues to be employed by any member of the Purchaser Group on the relevant anniversary date (otherwise the loan outstanding shall be (i) repaid by that Selected Employee within 10 Business Days of his employment being terminated for cause or (ii) forgiven in full with effect from the date of his employment being terminated without cause). The Relevant Employer shall consult with the Selected Employee on the structure of the arrangement and the form of documentation in light of inter alia the relevant Selected Employees’ tax position but ultimately these are at the discretion of the Relevant Employer.
Selected Employees. Buyer, in its sole discretion, shall determine the employees of Seller employed in connection with the Business, if any, to whom Buyer shall offer employment (the "Selected Employees") ; provided, however, that Buyer agrees that it shall offer employment to Shamess Xxxxxx, Xxxxxxxx Xxxxx and Xxxxx Xxxxxx on substantially similar terms and conditions as those employees' current employment with Seller. Seller shall not take any action, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Buyer. Except as provided in this Section 6.2.1, and in the agreements set forth in Section A of Schedule 4.14 any liabilities or obligations to any of Seller's employees resulting from Buyer's failure to offer employment to such employee will be, and will remain, the sole responsibility of Seller.
Selected Employees. Upon the execution of this Agreement, MediaTek shall deliver to Tvia a completed Schedule 5.2 listing certain employees of Tvia Inc. or Tvia China selected by MediaTek (the “Selected Employees”) to receive offers of employment with MediaTek Inc., MediaTek China or MediaTek USA, as applicable.
Selected Employees. Within fourteen (14) days of the date of this Agreement, Oxford agrees to notify SVI of its selection of which of the above five employees with whom it desires to enter into an Employment Agreement ("Selected Employees").
Selected Employees. Buyer and DoveBid, in their sole and absolute ------------------ discretion, shall determine the employees of Seller or any of its Subsidiaries, if any, to whom Buyer or DoveBid shall offer employment (the "Selected Employees") and the terms and conditions of any such offer. Notwithstanding the foregoing, neither Buyer nor DoveBid shall have any obligation to employ any of the employees of Seller or any of its Subsidiaries, including any Selected Employee. Seller shall not take any action, before or after the Closing, directly or indirectly, to prevent or discourage any Selected Employee from being employed by Buyer or DoveBid. Any Liabilities to any of the employees of Seller or any of its Subsidiaries for severance benefits (including all Existing Severance Payments) or resulting from Buyer's or DoveBid's failure to offer employment to any such employee shall be, and shall remain, Seller's sole responsibility; provided, however, that Seller shall deliver to Buyer, at the -------- ------- Closing, an amount in cash equal to the sum of all Existing Severance Payments; provided, further, that Buyer shall, upon the termination of a Transitional -------- ------- Employee's employment with Buyer or DoveBid, as applicable, release to such Transitional Employee an amount in cash equal to such person's Existing Severance Payment. For purposes of this Section 7.14(a), a Transitional Employee's "Existing Severance Payment" includes only the severance pay that Seller has agreed to provide to such Transitional Employee upon the termination of such person's employment with Seller and does not include any severance pay --- that Buyer or DoveBid may, in its sole and absolute discretion, agree to provide to such Transitional Employee upon the termination of such person's employment with Buyer or DoveBid, as applicable.
Selected Employees. EXHIBITS
