Common use of Service Employees Clause in Contracts

Service Employees. (a) Except as provided in Section 5.04(b), SpinCo shall continuously employ each of the ClinOps Employees, with the same title and job duties as were in effect for such Service Employee on the day immediately preceding the Closing Date, from the Closing Date through the end of the applicable Service Period (or if earlier, the effective date of such ClinOps Employee’s voluntary resignation of employment). Except as provided in Section 5.04(c), SpinCo shall maintain for each ClinOps Employee the same base salary (or wage rate, as applicable) annual target cash bonus opportunity and employee benefits that were in effect for such ClinOps Employee on the day immediately preceding the Closing Date. (b) Notwithstanding anything to the contrary herein, SpinCo shall not, without Cause or RemainCo’s prior written consent, terminate the employment of any ClinOps Employee prior to the end of the applicable Service Period. SpinCo shall notify RemainCo in writing promptly, and in no event more than five (5) Business Days, after a ClinOps Employee gives notice of resignation, and shall, if reasonably practicable, notify RemainCo in writing five (5) Business Days prior to termination of a ClinOps Employee by SpinCo for Cause. Upon RemainCo’s written request that a Service Employee be removed from service, SpinCo shall, within one (1) Business Day, cause such Service Employee to cease providing any Services to RemainCo and, (i) as of the date thereof (the “Service Employee End Date”), such Service Employee shall cease to be a Service Employee, (ii) SpinCo shall be solely responsible for all compensation, benefits or other costs associated with such Service Employee that accrue or arise after the Service Employee End Date, and (iii) except for any severance to be provided to a ClinOps Employee in accordance with Schedule B, SpinCo shall cease to include the cost of compensation and benefits for such Services Employee in the calculation of the Service Charge, other than ordinary-course compensation and benefits accrued through such Service Employee’s Service Employee End Date. (c) SpinCo shall not, without RemainCo’s prior written consent, make any change to the compensation, benefits or other terms and conditions of employment of any of the ClinOps Employees prior to the end of the applicable Service Period, other than with respect to broad-based changes in employee benefits that are implemented by SpinCo in the ordinary course for its employees, generally, and that do not have a disproportionate impact on the ClinOps Employees.

Service Employees. Those certain individuals employed by EOTT who are currently assigned to perform the Service affected by this Agreement are designated by EOTT hereinafter as "Eligible Transition Employees." EOTT shall deliver the Schedule of Eligible Transition Employees on a confidential basis to the appropriate Vice President, Human Resources at Enron no less than ten (a10) Except as provided in Section 5.04(b), SpinCo shall continuously employ business days before the Effective Date for each of the ClinOps EmployeesService, with the same title Schedule showing the name, job position, work location, base compensation and job duties years of past service credit for all Eligible Transition Employees. In addition, EOTT will provide Enron, on a confidential basis, relevant written information in EOTT's possession regarding each such individual's work qualifications, training history, and prior jobs held while employed by any affiliate of Enron or EOTT. Enron agrees to cause a member or members of the controlled group under IRC Section 1563(c)(2)(A) of which Enron is a member (the "Operator Controlled Group") to make offers of employment as were in effect of the Effective Date to such Eligible Transition Employees with such offers of employment to be made by the Effective Date designated on Exhibit A for such each Service. Additionally, Enron shall require that all acceptances of employment by the Service Employee on Employees be received by Enron by the day immediately preceding the Closing Effective Date, from unless otherwise agreed between the Closing Date through the end parties. Enron agrees that such offers of the applicable Service Period (or if earlieremployment shall be made in accordance with this Section. The offered employment shall be at levels of compensation consistent with Enron's salary policies for jobs of similar responsibilities, the effective date of such ClinOps Employee’s voluntary resignation of employment). Except as provided but in accordance with Section 5.04(c), SpinCo shall maintain for each ClinOps Employee the same base salary (or wage rate, as applicable) annual target cash bonus opportunity and employee benefits that were in effect for such ClinOps Employee on the day immediately preceding the Closing Date. 2.1 (b) Notwithstanding anything to the contrary hereinabove. If Enron offers an Eligible Transition Employee employment hereunder that requires a relocation beyond one hundred (100) miles from that Eligible Transition Employee's current work location, SpinCo Enron shall not, without Cause or RemainCo’s prior written consent, terminate the employment of any ClinOps Employee prior to the end of the applicable Service Period. SpinCo shall notify RemainCo in writing promptly, and in no event more than five (5) Business Days, after a ClinOps Employee gives notice of resignation, and shall, if reasonably practicable, notify RemainCo in writing five (5) Business Days prior to termination of a ClinOps Employee by SpinCo for Cause. Upon RemainCo’s written request that a Service Employee be removed from service, SpinCo shall, within one (1) Business Day, cause such Service Employee to cease providing any Services to RemainCo and, (i) as of the date thereof (the “Service Employee End Date”), such Service Employee shall cease to be a Service Employee, (ii) SpinCo shall be solely responsible for all compensation, pay relocation benefits or other costs associated with such Service Employee that accrue or arise after the Service Employee End Date, and (iii) except for any severance to be provided to a ClinOps Employee in accordance with Schedule B, SpinCo Enron's relocation policy. COBRA Continuation Coverage. EOTT shall cease to include be responsible for the cost of compensation and benefits for such Services Employee in the calculation of the Service Charge, other than ordinary-course compensation and benefits accrued through such Service Employee’s Service Employee End Date. (c) SpinCo shall not, without RemainCo’s prior written consent, make any change to the compensation, benefits or other terms and conditions of employment health care claims of any of the ClinOps Eligible Transition Employees prior to the end Effective Date for each Service, as required by the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA") under affected medical plans sponsored by EOTT. Enron shall be responsible for providing health care continuation coverage, if any, as required by COBRA to any of the applicable Service Period, other than Employees who are employed by Enron as of or subsequent to the Effective Date and who cease employment with respect to broad-based changes in employee benefits that are implemented by SpinCo in the ordinary course Enron for its employees, generally, and that do not have a disproportionate impact on the ClinOps Employeesany reason thereafter.