Common use of Selected Employees Clause in Contracts

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. (ii) Subsequent to the Closing Date, Sellers, in their sole option, may retain or terminate any Employees other than the Transferred Employees, and Purchasers shall, within thirty (30) days after receipt of an invoice from the Sellers setting forth the names of such terminated Employees and the amounts actually paid by the Sellers to or on behalf of such terminated Employees, reimburse Sellers for any severance payments actually paid by Sellers to or on behalf of any terminated Employees pursuant to the Severance Policy as a result of the Sellers' termination of such Employees (x) on the day of the Closing or at any time during the two-week period after the Closing Date, (y) a later date to comply with the WARN ACT, or (z) with respect to any Employees who are retained by Sellers to provide services under the Transition Services Agreement, on the day of termination of such Employees by Sellers provided, however, that Purchasers shall not be obligated to reimburse Sellers for any severance payments made to any Selected Employees who are offered employment by Purchasers with substantially equivalent compensation and benefits, in the aggregate, to that currently being provided by Sellers to each such Selected Employee, and at the same work location or at a work location that is not more than fifty (50) miles from such location, and who do not accept the Purchasers' offer of employment; provided, further, that Purchasers shall not be obligated to reimburse Sellers for any additional severance to any vice-presidents not required by the Severance Policy as listed on Section 2.07

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 Buyer 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. (ii) Subsequent to the Closing Date, SellersDoveBid, in their sole optionand absolute ------------------ discretion, may retain shall determine the employees of Seller or terminate any Employees other than of its Subsidiaries, if any, to whom Buyer or DoveBid shall offer employment (the Transferred "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 Purchasers shallshall remain, within thirty (30) days after receipt of an invoice from the Sellers setting forth the names of such terminated Employees and the amounts actually paid by the Sellers to or on behalf of such terminated Employees, reimburse Sellers for any severance payments actually paid by Sellers to or on behalf of any terminated Employees pursuant to the Severance Policy as a result of the Sellers' termination of such Employees (x) on the day of the Closing or at any time during the two-week period after the Closing Date, (y) a later date to comply with the WARN ACT, or (z) with respect to any Employees who are retained by Sellers to provide services under the Transition Services Agreement, on the day of termination of such Employees by Sellers Seller's sole responsibility; provided, however, that Purchasers Seller shall not be obligated deliver to reimburse Sellers for any severance payments made to any Selected Employees who are offered employment by Purchasers with substantially equivalent compensation and benefitsBuyer, in the aggregate, to that currently being provided by Sellers to each such Selected Employee, and at the same work location or at a work location that is not more than fifty (50) miles from such location-------- ------- Closing, and who do not accept an amount in cash equal to the Purchasers' offer sum of employmentall Existing Severance Payments; provided, further, that Purchasers shall 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 be obligated include any severance pay --- that Buyer or DoveBid may, in its sole and absolute discretion, agree to reimburse Sellers for any additional severance provide to any vice-presidents not required by such Transitional Employee upon the Severance Policy termination of such person's employment with Buyer or DoveBid, as listed on Section 2.07applicable.

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 (iother than the Acquired Companies) At or (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 Purchasers will extend offers foregoing, any Selected Employee who is on leave of employmentabsence 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, commencing as if such Selected Employee returns to active employment status within six months of 12:01 a.m. on the day following the Closing Date, at Sellers shall terminate such salary, compensation levels employee and terms and conditions as such Purchasers may determine, to the Selected Employees, which offers Person shall be conditioned on employed by the ClosingAcquired Companies, Buyer, or its Affiliates. Each Any such Selected Employee who accepts Purchasers' offer is on layoff or on long-term disability shall continue in the employ of employment their current employer and shall become an employee remain the responsibility of Sellers and their Affiliates. None of the Purchasers as of 12:01 a.m. on the day following the Closing Date and shall thereafter be a "Transferred Employee". Purchasers Acquired Companies, Buyer, or Buyer’s Affiliates shall assume all employment obligations accruing any liability 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. (ii) Subsequent to the Closing Date, Sellers, in their sole option, may retain or terminate any Employees other than the Transferred Employees, and Purchasers shall, within thirty (30) days after receipt of an invoice from the Sellers setting forth the names of such terminated Employees and the amounts actually paid by the Sellers to or on behalf of such terminated Employees, reimburse Sellers for any severance payments actually paid by Sellers to or on behalf of any terminated Employees pursuant to the Severance Policy as a result of the Sellers' termination of such Employees (x) on the day of the Closing or at any time during the two-week period after the Closing Date, (y) a later date to comply with the WARN ACT, or (z) obligation with respect to any Employees Listed Employee who are retained by Sellers to provide services under the Transition Services Agreement, on the day of termination of such Employees by Sellers provided, however, that Purchasers shall does not be obligated to reimburse Sellers for any severance payments made to any Selected Employees who are offered employment by Purchasers with substantially equivalent compensation and benefits, in the aggregate, to that currently being provided by Sellers to each such Selected become an Employee, and at the same work location or at a work location that is not more than fifty (50) miles from such location, and who do not accept the Purchasers' offer of employment; provided, further, that Purchasers shall not be obligated to reimburse Sellers for any additional severance to any vice-presidents not required by the Severance Policy as listed on Section 2.07.

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 EmployeeTRANSFERRED 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. (ii) Subsequent to the Closing Date, Sellers, in their sole option, may retain or terminate any Employees other than the Transferred Employees, and Purchasers shall, within thirty (30) days after receipt of an invoice from the Sellers setting forth the names of such terminated Employees and the amounts actually paid by the Sellers to or on behalf of such terminated Employees, reimburse Sellers for any severance payments actually paid by Sellers to or on behalf of any terminated Employees pursuant to the Severance Policy as a result of the Sellers' termination of such Employees (x) on the day of the Closing or at any time during the two-week period after the Closing Date, (y) a later date to comply with the WARN ACT, or (z) with respect to any Employees who are retained by Sellers to provide services under the Transition Services Agreement, on the day of termination of such Employees by Sellers provided, howeverHOWEVER, that Purchasers shall not be obligated to reimburse Sellers for any severance payments made to any Selected Employees who are offered employment by Purchasers with substantially equivalent compensation and benefits, in the aggregate, to that currently being provided by Sellers to each such Selected Employee, and at the same work location or at a work location that is not more than fifty (50) miles from such location, and who do not accept the Purchasers' offer of employment; providedPROVIDED, furtherFURTHER, that Purchasers shall not be obligated to reimburse Sellers for any additional severance to any vice-presidents not required by the Severance Policy as listed on Section SECTION 2.07