Common use of Transfer of Employees Clause in Contracts

Transfer of Employees. (a) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing. (b) To the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable Employees.

Transfer of Employees. (a) Prior The Parties understand and agree that following the Closing, NewCo and/or NewCo LLC will employ certain individuals who were employed by Sprint in its WiMAX Business or Clearwire prior to the Separation Closing. It is understood that by operation of the Merger, DSPGI, on behalf of itself and the Transferring Entities, all Clearwire employees will transfer or release to Ceva, Inc. the become employees of its licensing division described on Schedule 2.6(a) NewCo LLC upon the Closing; however pursuant to this Agreement (“Transferable Employees”)the process set forth below, and Cevasome of those employees may be terminated following the Closing. Further, Inc. shall accept such transfer and assume (and shall payit is understood that NewCo LLC will have the right, perform and discharge when due) all obligations with respect but not the obligation, to such employees accruing from and after hire each individual who is employed by Sprint or a Sprint Affiliate in Sprint’s WiMAX Business effective as of the Separation ClosingClosing pursuant to the process set forth below. (b) To Prior to the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGIClosing, DSPGI shall assign, each of Sprint and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc.Clearwire will, to the extent permissible under Law, provide the other with sufficient information regarding the employees of the Sprint WiMAX Business and Clearwire, respectively, for Clearwire and Sprint to collectively determine which employees from each will be hired and/or retained by NewCo LLC following the Closing. Prior to the Closing, management representatives of each of Clearwire and Sprint will meet in-person and determine which employees of the Sprint WiMAX Business will be offered employment by NewCo LLC at the Closing and the basic terms and conditions of each such rights are assignable. For any Transferable Employee without an assignable employment contract offer (“Non-Transferable Employee”including location of their primary work site), DSPGI shall fully releaseand which employees of Clearwire will be retained by NewCo LLC following the Closing and the basic terms and conditions of their retention (including location of their primary worksite). It is understood and agreed that, and shall cause other Transferring Entities except to fully releasethe extent NewCo LLC enters into a written contractual arrangement with an employee to the contrary, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employeeall employees of NewCo LLC will be employed “at will.” (c) Prior to Each such individual employed in the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Sprint WiMAX Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing as to whom Clearwire extends an offer of employment and who accepts such offer by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate NewCo LLC will be referred to in connection with any action against any of the Transferable Employeesthis Agreement as a “Transferred Employee”.

Transfer of Employees. (a) Prior At or prior to the Separation Closing, DSPGI, on behalf Alibaba agrees to engage in the internal transfers of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of Alibaba and its licensing division described Subsidiaries set forth on Schedule 2.6(a) to this Agreement (“Transferable Employees”2.08(a), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing. (b) To At or prior to the extent Final Payment Date, each of Alibaba and OpCo agrees that, from time to time, if HoldCo notifies them that such transfer is necessary in connection with HoldCo’s regulatory compliance, OpCo shall transfer to OpCo IT any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, employees of itself and/or its Subsidiaries and Alibaba shall cause other Transferring Entities OpCo IT to assigntransfer to OpCo any employees of OpCo IT and/or OpCo IT's Subsidiaries, all of the rights of the Transferring Entities under any that (i) prior to such employment contracts to Ceva, Inc., transfer are primarily dedicated to the extent Business and (ii) HoldCo designates for such rights are assignabletransfer. For any Transferable Employee without an assignable employment contract All transfer, severance, Taxes or other costs and expenses associated with such transfers under this Section 2.08(b) shall be borne by HoldCo (“Non-Transferable Employee”or reimbursed by HoldCo to OpCo IT or Alibaba), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior In the case of each transfer described in Sections 2.08(a) and (b) above, such transfer will be subject to the Separation Closingconsent of each affected employee, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign failure to Ceva, Inc., and Ceva, Inc. shall accept procure the consent of any employee to such transfer will not constitute a breach of this Section 2.08 by Alibaba or OpCo. Alibaba and assumeOpCo shall use reasonable efforts to encourage employees to consent to such transfers, all provided that, without limitation, “reasonable efforts” shall not, for purposes of this sentence, require any party to offer any payment or increase in compensation. Except with respect to the rights transfer, severance, Taxes or other costs and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees expenses associated with the Transferring Entities, or any of them, relating transfers pursuant to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”Section 2.08(b), which agreements OpCo shall remain in full force reimburse Alibaba and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) Subsidiaries for any breach of such Employee Proprietary Information Agreements relating to acts expense or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate liability incurred in connection with any action against any of the Transferable Employeessuch transfers.

Transfer of Employees. (a) Prior On the Rights Closing Effective Time, (a) all employees of the SHO Group (“Existing SHO Group Employees”) will remain employees of the SHO Group; and (b) all employees of the SHLD Group who are properly coded in the HRIS systems under code “SHS,” and all other employees of the SHLD Group who are then working primarily for the SHO Business, shall be transferred from the SHLD Group to a member of the SHO Group or its designee in accordance with applicable Law (“Transferred Employees”). The Existing SHO Group Employees and the Transferred Employees are referred to collectively as the “SHO Employees.” As a result, members of the SHO Group or their designees will be or become the employers of all of the SHO Employees. (b) For the avoidance of doubt: (i) SHO Employees shall include all employees described above who are on a leave of absence, whether paid or unpaid, from which such employee is permitted to return (in accordance with his or her employer’s personnel policies, as applicable, or applicable Law, as of the Rights Closing Effective Time (“Inactive SHO Employee”); and (ii) the parties shall complete Schedule 4.1 hereto prior to the Separation ClosingRights Closing Effective Time, DSPGIconstituting a list of all the SHO Employees (including employees on leave), and such schedule shall be binding on the parties. (c) Service Provider and/or its Affiliates and the SHO Group shall take reasonable steps to effect an orderly transfer of the Transferred Employees as of the Rights Closing Effective Time and the applicable employment-related data related to the SHO Employees (including but not limited to salary, payroll, benefit coverage, and compensation history) to the SHO Group, effective as of the Rights Closing Effective Time (or such earlier date as may be agreed by the parties). Notwithstanding the foregoing, SHMC shall retain copies of or continue to have access to such employment-related data as needed to provide the Administrative Services contemplated herein. The SHO Group shall pay Service Provider reasonable charges for its and its Affiliates’ services and expenses in connection with the transfer of employees and the transfer of applicable information. In the event that the SHO Group does not accept the transfer of any SHO Employee, or any SHO Employee elects not to continue in his or her employment, then the SHO Group shall be responsible for, and shall reimburse Service Provider for, the costs and liabilities arising out of or relating to Service Provider’s or its Affiliate’s termination or retention of such employees, including without limitation any severance-related liability to which such SHO Employee is or claims to be entitled. (d) The terms of this Agreement (including the obligations of SHO pursuant to this Article IV) shall apply to any Inactive SHO Employee, and SHMC shall deliver to SHO a list of the names of all Inactive SHO Employees as of the Rights Closing Effective Time and SHO shall maintain and update such list and provide thereafter to SHMC as needed to provide the Administrative Service contemplated hereunder. Until the earlier of the date on which an Inactive SHO Employee is able to return to active employment status, and presents him or herself for work, and the end of the Benefits Transition Period, SHMC shall (a) provide to such Inactive Service Employee (and each beneficiary or eligible dependent thereof) coverage or eligibility for coverage under the applicable SHLD Benefit Plans, subject to the terms, conditions and continued availability of such plans, and (b) administer, on behalf of itself and the Transferring EntitiesSHO, will transfer or release all claims relating to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all employee benefit obligations with respect to such employees accruing from Inactive SHO Employee (and after the Separation Closing. (b) To the extent each beneficiary or eligible dependent thereof); provided, however, that any Transferable SHO shall reimburse SHMC for all costs associated with all such Inactive Service Employees shall have entered into assignable employment contracts in accordance with DSPGI, DSPGI shall assign, Section 5.1 and shall cause other Transferring Entities to assign, all 5.5 of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., this Agreement to the extent such rights are assignable. For Service Provider is required to make any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to payments during the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all Benefits Transition Period or thereafter under SHLD Benefit Plans in effect as of the rights and obligations of Rights Closing Effective Time and/or during the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable EmployeesBenefits Transition Period.

Transfer of Employees. (a) Prior Effective immediately prior to the Separation Closing, DSPGI, Seller shall request that GSI and its Subsidiaries to transfer the employment of the employees listed on behalf Schedule 5.14 to the extent such individuals are employed by GSI and its Subsidiaries as of itself and the Transferring Closing (the “Transferred Employees”) to one of the Purchased Entities, will as determined by Purchaser. Seller and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, sick pay or other paid time off or other compensation and benefits payable with respect to the Transferred Employees in connection with such transfer or release in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal to Ceva50% of the value of any unvested stock options, Inc. restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of its licensing division described on Schedule 2.6(athe Purchased Entities (together with the Transferred Employees, the “Employees”) to this Agreement and that are forfeited as of the Closing (collectively, the “Transferable EmployeesValue for the Unvested Equity Awards”), and Cevasuch payment shall be treated as an adjustment to the ShopRunner Purchase Price, Inc. shall accept such transfer the RueLaLa Purchase Price and assume (and shall paythe Licensed Sports Business Purchase Price, perform and discharge when due) as applicable, for all obligations with respect to such employees accruing from and after the Separation Closing. (b) To the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”)compensation plan, DSPGI shall fully releaseas determined by the Purchaser, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the Separation vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable Employees.

Transfer of Employees. (a) Prior At or prior to the Separation Closing, DSPGI, on behalf Alibaba agrees to engage in the internal transfers of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of Alibaba and its licensing division described Subsidiaries set forth on Schedule 2.6(a) to this Agreement (“Transferable Employees”2.08(a), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing. (b) To At or prior to the extent Final Payment Date, each of Alibaba and OpCo agrees that, from time to time, if HoldCo notifies them that such transfer is necessary in connection with HoldCo’s regulatory compliance, OpCo shall transfer to OpCo IT any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, employees of itself and/or its Subsidiaries and Alibaba shall cause other Transferring Entities OpCo IT to assigntransfer to OpCo any employees of OpCo IT and/or OpCo IT’s Subsidiaries, all of the rights of the Transferring Entities under any that (i) prior to such employment contracts to Ceva, Inc., transfer are primarily dedicated to the extent Business and (ii) HoldCo designates for such rights are assignabletransfer. For any Transferable Employee without an assignable employment contract All transfer, severance, Taxes or other costs and expenses associated with such transfers under this Section 2.08(b) shall be borne by HoldCo (“Non-Transferable Employee”or reimbursed by HoldCo to OpCo IT or Alibaba), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior In the case of each transfer described in Sections 2.08(a) and (b) above, such transfer will be subject to the Separation Closingconsent of each affected employee, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign failure to Ceva, Inc., and Ceva, Inc. shall accept procure the consent of any employee to such transfer will not constitute a breach of this Section 2.08 by Alibaba or OpCo. Alibaba and assumeOpCo shall use reasonable efforts to encourage employees to consent to such transfers, all provided that, without limitation, “reasonable efforts” shall not, for purposes of this sentence, require any party to offer any payment or increase in compensation. Except with respect to the rights transfer, severance, Taxes or other costs and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees expenses associated with the Transferring Entities, or any of them, relating transfers pursuant to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”Section 2.08(b), which agreements OpCo shall remain in full force reimburse Alibaba and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) Subsidiaries for any breach of such Employee Proprietary Information Agreements relating to acts expense or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate liability incurred in connection with any action against any of the Transferable Employeessuch transfers.

Transfer of Employees. (a) Prior Within a reasonable period of time prior to the Separation ClosingClosing Date, DSPGIBuyer shall offer employment on an "at will" basis, on behalf commencing as of itself and the Transferring EntitiesClosing Date, will transfer or release to Ceva, Inc. all of the employees of its licensing division described the Division as of the date hereof (and still employed by Seller on Schedule 2.6(athe date of such offer of employment) and any former employees of the Division on long term disability as of the Closing Date. Buyer's offer of employment shall be for a job or position substantially identical to the employee's job or position as of the date hereof and shall provide for a base salary or wages and bonus, incentive compensation or commission which, at a minimum, is at least as favorable in the aggregate to the employee's base salary or wages and bonus, incentive compensation or commission with Seller in effect on the date hereof and employee benefits and other terms and conditions of employment at least as favorable in the aggregate as those provided to the employee by Seller as of the date hereof. Each such employee or former employee who accepts such offer of employment is referred to hereinafter as a "TRANSFERRED EMPLOYEE." No provision in this Article V constitutes any commitment, contract, or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment in accordance with this Agreement. Nothing in this Agreement (“Transferable Employees”)shall be deemed to prevent or restrict in any way the right of Buyer to terminate, and Cevareassign, Inc. shall accept such transfer and assume (and shall paypromote, perform and discharge when due) all obligations with respect to such employees accruing from and or demote any of the Transferred Employees after the Separation ClosingClosing Date or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (b) To the extent that any Transferable Employees Buyer shall have entered into assignable employment contracts the right prior to the Closing Date to meet with DSPGIemployees of Seller to arrange the transition of ownership of the Division; provided, DSPGI however, that such meetings shall assignbe held at times and dates reasonably satisfactory to Seller, and shall cause other Transferring Entities be held at such times and in such a manner (including, at the request of Seller, the presence of a representative of Seller) as not to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employeeadversely interfere with Seller's normal business operations. (c) Prior Seller shall make available to Buyer all personnel records, including names, Social Security numbers, performance ratings and evaluations (if available), dates of hire by Seller, dates of birth, numbers of hours worked each fiscal year and compensation histories (if available) for all Transferred Employees; provided, however, that Seller shall not make available to Buyer prior to Closing medical and other records relating to Transferred Employees that Seller is obligated by law, regulation, rule or agreement to keep confidential. Seller may retain copies of any records relating to the Separation ClosingTransferred Employees so long as Seller provides Buyer the original, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entitiesif available, or any at least one copy of themsuch records, relating to confidentialityat Buyer's cost, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable Employeesimmediately preceding sentence.

Transfer of Employees. (a) Prior to Each Business Employee who, as of the Separation Closing, DSPGIis employed by an Acquired Entity (each an “Automatic Transfer Employee”) shall continue employment with such Acquired Entity immediately following the Closing, on behalf subject to providing proof of itself and the Transferring Entities, will transfer or release legal authorization to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closingwork. (b) To the extent that any Transferable Employees Buyer shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and (or shall cause other Transferring Entities its Subsidiaries to), within a reasonable period of time, but not fewer than thirty (30) days prior to assignthe Closing Date, all make an offer of employment with Buyer or one of its Subsidiaries to each Business Employee who, as of the rights Closing, is not employed by an Acquired Entity (each a “Non-Automatic Transfer Employee”). Such offer of employment shall (i) be on terms and conditions that are substantially comparable in the aggregate to the terms and conditions of employment applicable to such Non-Automatic Transfer Employee’s position with Seller or any of its Subsidiaries or Affiliates, as applicable, as in effect immediately prior to the Closing, (ii) provide for compensation and benefits consistent with the requirements of Section 9.02(a) and (iii) provide that employment with such Buyer or one of its Subsidiaries will commence effective as of the Transferring Entities under any Closing (such offer of employment, a “Qualifying Offer”). A Non-Automatic Transfer Employee who receives a Qualifying Offer and arrives at such Non-Automatic Transfer Employee’s then applicable place of employment contracts in the Business on the Closing Date shall be deemed for all purposes of this Agreement to Ceva, Inc.have accepted such Qualifying Offer. Notwithstanding the foregoing, to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Applicable Law provides that a Non-Transferable Employee”)Automatic Transfer Employee may transfer to Buyer by way of employer substitution, DSPGI automatic transfer, or similar mechanism, Buyer and Seller agree that such mechanism shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such apply. Each Non-Transferable Automatic Transfer Employee who transfers by way of such alternative transfer mechanism is also a Non-Automatic Transfer Continuing Employee. (c) Prior Subject to the Separation ClosingSection 9.04(b), DSPGIwith respect to any Non-Automatic Transfer Employee who is not hired by Buyer or one of its Subsidiaries and thus does not become a Non-Automatic Transfer Continuing Employee because Buyer fails to make, on behalf or cause one of itself and the Transferring Entitiesits Subsidiaries to make, shall transfer and assign a Qualifying Offer to Cevaany such Non-Automatic Transfer Employee, Inc.Seller, and Cevain its sole discretion, Inc. shall accept may terminate such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees Non-Automatic Transfer Employee’s employment with the Transferring Entities, Seller or any of themits Subsidiaries or Affiliates within thirty (30) days following the Closing Date. (d) Subject to Applicable Laws, relating if any Continuing Employee requires a work permit, employment pass, visa or other legal or regulatory approval for such Continuing Employee’s employment with Buyer or one of its Subsidiaries, Buyer shall, and shall cause its applicable Subsidiary to, use reasonable best efforts to confidentialitycause any such permit, assignment of inventions pass, visa or other approval to be obtained and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing Date, and Seller shall take all reasonably necessary or appropriate action at Buyer’s expense, as reasonably requested by Transferable Employees who become employees of CevaBuyer, Inc. The Parties shall reasonably cooperate to assist in connection with obtaining any action against any of such permit, pass, visa or other approval prior to the Transferable EmployeesClosing Date.

Transfer of Employees. (a) Prior to Each Business Employee who, as of the Separation Closing, DSPGIis employed by an Acquired Entity (each an “Automatic Transfer Employee”) shall continue employment with such Acquired Entity immediately following the Closing, on behalf subject to providing proof of itself and the Transferring Entities, will transfer or release legal authorization to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closingwork. (b) To the extent that any Transferable Employees Buyer shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and (or shall cause other Transferring Entities its Subsidiaries to), within a reasonable period of time, but not fewer than thirty (30) days prior to assignthe Closing Date, all make an offer of employment with Buyer or one of its Subsidiaries to each Business Employee who, as of the rights Closing, is not employed by an Acquired Entity (each a “Non-Automatic Transfer Employee”). Such offer of employment shall (i) be on terms and conditions that are substantially comparable in the aggregate to the terms and conditions of employment applicable to such Non-Automatic Transfer Employee’s position with Seller or any of its Subsidiaries or Affiliates, as applicable, as in effect immediately prior to the Closing, (ii) provide for compensation and benefits consistent with the requirements of Section 9.02(a) and (iii) provide that employment with such Buyer or one of its Subsidiaries will commence effective as of the Transferring Entities under any Closing (such offer of employment, a “Qualifying Offer”). A Non-Automatic Transfer Employee who receives a Qualifying Offer and arrives at such Non- Automatic Transfer Employee’s then applicable place of employment contracts in the Business on the Closing Date shall be deemed for all purposes of this Agreement to Ceva, Inc.have accepted such Qualifying Offer. Notwithstanding the foregoing, to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Applicable Law provides that a Non-Transferable Employee”)Automatic Transfer Employee may transfer to Buyer by way of employer substitution, DSPGI automatic transfer, or similar mechanism, Buyer and Seller agree that such mechanism shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such apply. Each Non-Transferable Automatic Transfer Employee who transfers by way of such alternative transfer mechanism is also a Non-Automatic Transfer Continuing Employee. (c) Prior Subject to the Separation ClosingSection 9.04(b), DSPGIwith respect to any Non-Automatic Transfer Employee who is not hired by Buyer or one of its Subsidiaries and thus does not become a Non-Automatic Transfer Continuing Employee because Buyer fails to make, on behalf or cause one of itself and the Transferring Entitiesits Subsidiaries to make, shall transfer and assign a Qualifying Offer to Cevaany such Non-Automatic Transfer Employee, Inc.Seller, and Cevain its sole discretion, Inc. shall accept may terminate such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees Non-Automatic Transfer Employee’s employment with the Transferring Entities, Seller or any of themits Subsidiaries or Affiliates within thirty (30) days following the Closing Date. (d) Subject to Applicable Laws, relating if any Continuing Employee requires a work permit, employment pass, visa or other legal or regulatory approval for such Continuing Employee’s employment with Buyer or one of its Subsidiaries, Buyer shall, and shall cause its applicable Subsidiary to, use reasonable best efforts to confidentialitycause any such permit, assignment of inventions pass, visa or other approval to be obtained and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing Date, and Seller shall take all reasonably necessary or appropriate action at Buyer’s expense, as reasonably requested by Transferable Employees who become employees of CevaBuyer, Inc. The Parties shall reasonably cooperate to assist in connection with obtaining any action against any of such permit, pass, visa or other approval prior to the Transferable EmployeesClosing Date.

Transfer of Employees. On the Execution Date, or promptly thereafter, Newco shall offer each of the current employees of Savyon (athe "Employees"), the opportunity to continue their employment with Newco, commencing on January 1, 2003, according to a compensation package which is substantially similar to such Employee's current compensation package with Savyon and the option to either (i) Prior transfer to Newco all seniority rights accrued by the Employee towards Savyon up to the Separation ClosingExecution Date, DSPGIsuch that such Employee shall only be entitled to severance pay in the event of termination of such Employee's engagement with Newco, at which time such Employee shall be entitled to receive severance pay from Newco both for the period during which such Employee was employed by Newco, as well as the period in which he during which he was employed by Savyon; or (ii) receive from Newco, immediately following the Execution Date, all severance pay to which such Employee would be entitled had he terminated his employment with Savyon on behalf the Execution Date, provided, however, that in such a case, said Employee's accrued seniority with Savyon will not be assumed by Xxxxx and, accordingly, upon termination of itself and such Employee's employment with Newco at any time in the Transferring Entitiesfuture, he shall be entitled to severance pay only for the period in which he was employed by Newco. For the avoidance of doubt, it is hereby clarified that Savyon will transfer or release to CevaNewco the manager's insurance policies, Inc. continuing education funds and severance compensation policies (the employees of its licensing division described "Social Welfare Benefits"). Newco shall assume liability for the Social Welfare Benefits beginning on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing31.12. (b) To the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable Employees.

Transfer of Employees. (a) Prior to the Separation Closing, DSPGIbut effective as of the Closing, on behalf of itself and the Transferring EntitiesBuyer shall, will transfer or release to Ceva, Inc. the employees shall cause one of its licensing division described Controlled Affiliates to, make an offer of employment to each Business Employee that is identified by Buyer in a notice delivered to Sellers not more than thirty (30) days after the date hereof and in any event at least fifteen (15) days prior to the Closing, conditioned on Schedule 2.6(a) such Business Employee satisfactorily completing Buyer’s standard hiring procedures (as determined in good faith), including any pre-employment background checks or other onboarding requirements, for a position consistent with such Business Employee’s position as of immediately prior to the Closing and on terms consistent with those set forth in this Agreement ARTICLE VII, effective immediately following the Closing; provided that, unless required by applicable Law, any such offer of employment to a Business Employee who is not actively at work as of the Closing due to an approved leave of absence will be effective on the date after the Closing on which such Business Employee returns to active employment (the “Transferable EmployeesTransfer Date”), so long as such date is within six (6) months following the Closing Date. Effective as of the Closing or the Transfer Date, as applicable, Sellers and Cevatheir Affiliates, Inc. as applicable, shall accept (i) treat each Business Employee who accepts an offer of employment from Buyer or any of its Controlled Affiliates as having resigned his or her employment and (ii) transfer the employment of each employee of any member of the Transferred Group who is not a Business Employee and of any Business Employee who is employed by any member of the Transferred Group who is not listed on the notice delivered to Seller as contemplated in the immediately preceding sentence, in each case, to Seller Parent or any of its Affiliates, other than any member of the Transferred Group. Buyer shall provide Seller Parent with a form of offer letter to be used to make such transfer offers of employment a reasonable time prior to the distribution of offer letters, and assume Buyer shall consider Seller Parent’s reasonable comments to such form in good faith. None of Buyer or its Affiliates (and including, on or following the Closing, any entity within the Transferred Group) shall pay, perform and discharge when due) all obligations have any Liability for severance pay or benefits with respect to such employees accruing from any Business Employee who does not become a Continuing Employee hereunder (including, for the avoidance of doubt, any Business Employee who does not receive or rejects an offer of employment with Buyer or its Affiliates) and after each employee of any member of the Separation Transferred Group who is not a Business Employee. Sellers shall cooperate with Buyer with respect to the offer process described in this Section 7.1. For the purposes of this Agreement, each Business Employee who accepts employment with Buyer or its Controlled Affiliates or otherwise becomes employed by Buyer or its Controlled Affiliates as of the Closing or the Transfer Date, as applicable (including, on or following the Closing. , any entity within the Transferred Group), shall be a “Continuing Employee”. As of the Closing, the Transferred Group shall employ no Non-Business Employees. Immediately as of the Closing or the Transfer Date, as applicable, the Continuing Employees shall cease to participate in or accrue further benefits under any Seller Benefit Plan and none of Buyer or its Affiliates (bincluding, on or following the Closing, any entity within the Transferred Group) shall assume or be transferred the sponsorship of any Seller Benefit Plan or any Liability with respect thereto in connection with the transactions contemplated by this Agreement or otherwise. To the extent that necessary for any Transferable Employees Continuing Employee to perform services in connection with such Continuing Employee’s employment with Buyer, Seller Parent or its Affiliates shall have entered into assignable employment contracts release each Continuing Employee from any existing non-competition, non-solicitation or confidentiality obligation solely with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities respect to assign, all any confidential information of the rights of the Transferring Entities under any such employment contracts Business owed to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, Seller Parent or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable EmployeesAffiliates.

Transfer of Employees. (a) Prior to Parties acknowledge that the Separation Closing, DSPGI, on behalf rights and obligations of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations Seller with respect to such employees accruing from the Employees referred to in Exhibit G and after Exhibit H will at Closing transfer with the Separation ClosingActivities to the Purchaser pursuant to the Belgian Collective Bargaining Agreement nr. 32bis on the safeguarding of employees' rights in event of transfers of undertakings, businesses or parts of businesses ("CBA nr. 32bis"). (b) To the extent that Seller shall be responsible for all costs, expenses and other liabilities arising from or relating to any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assignclaims or demands made by Employees, and shall cause other Transferring Entities all liabilities for employee benefits received, earned, accrued or enjoyed, in relation to assign, all of any period up to and including the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, Closing Date and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employeeaccordingly indemnify and hold the Purchaser harmless. (c) Prior Purchaser shall be responsible for all costs, expenses and other liabilities arising from or relating to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc.any claims or demands made by Employees, and Cevaall liabilities for employee benefits received, Inc. earned, accrued or enjoyed, in relation to any period following the Closing Date and shall accept such transfer accordingly indemnify and assume, all of hold the rights and obligations of the Transferring Entities under all agreements entered into Seller harmless in respect thereto. (d) Parties agree that costs in relation to Employees borne by the Transferable Seller shall be apportioned such that these costs in relation to Employees and the Licensing Business Employees with the Transferring Entitiesaccrued, or any of themreferable to periods, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing Date shall be borne by Transferable the Seller and thereafter by the Purchaser. Such costs in relation to Employees who become employees shall include, but not be limited to: salaries, wages, expenses, commission, bonuses, overtime pay, 13th month, sick pay, accrued holiday pay entitlement, full financing of Cevaapplicable benefit schemes, Inc. The Parties shall reasonably cooperate and other emoluments including taxes, social security contributions or other amounts required to be withheld there from or paid in connection with any action against relation to any of the Transferable Employeesforegoing. Seller and Purchaser shall use all reasonable efforts to draw up and agree a statement of the apportionment, and the balance owing by or between Seller and Purchaser, as soon as practicable and at the latest thirty (30) calendar days after the Closing. Seller shall pay to Purchaser or Purchaser shall pay to Seller, as the case may be, the balance agreed within ten (10) calendar days after agreeing on the statement of the apportionment. (e) If for any reason, any Employee listed on Exhibit G or Exhibit H leaves the Seller before the Closing, Seller shall be entitled to fill temporarily the open position(s) until the Closing Date with replacement employees as necessary for its own activities. However, on or after the Closing Date, Purchaser shall have no obligation whatsoever to take over or employ any other person, including any such replacement employees, than the persons listed in Exhibit G and Exhibit H, pursuant to the transaction set out in this Agreement.

Transfer of Employees. (a) Prior to Sellers shall terminate at Commencement the Separation Closing, DSPGI, on behalf employment of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of its licensing division described listed on Schedule 2.6(a14.1 who are employed by Sellers as of Commencement, other than any such listed employees on leave as of such date (unless, with respect to employees on leave, the Parties otherwise agree at Commencement) to this Agreement (“Transferable EmployeesEmployees on Leave”). For purposes of this Agreement, each employee listed on Schedule 14.1 who accepts employment with Buyers shall become a “Transferred Employee” as of Commencement. In the case of Contract Employees Sellers shall terminate the employment, but not the applicable Assigned Employment Agreements, of said Contract Employees and Cevasuch employment termination shall be deemed effective as of Buyers’ assumption of such Contract Employees’ applicable Assigned Employment Agreements as set forth in Section 1.3(a) herein, Inc. which assignment and assumption the Parties intend to occur concurrently with Commencement. At the time of such assignment and assumption, such Contract Employees will become Transferred Employees effective as of Commencement. In the case of Employees on Leave, Sellers shall accept retain the employment of the Employees on Leave until the end of each such transfer employee’s leave or until each such employee’s employment would otherwise terminate in accordance with Sellers’ leave policies and applicable Law. Buyers shall assume (and shall pay, perform and discharge when due) all any reinstatement obligations with respect to such employees accruing from and after the Separation Closing. (b) To the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, on Leave and shall cause other Transferring Entities offer such Employees on Leave immediate employment at such time as they are able and qualified to assignreturn to work, all of provided that such Employees on Leave are able and qualified to return to work and apply for reinstatement within six months following Commencement, or such later date as may be required by Law. Upon hire by Buyers (the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable EmployeeSubsequent Hire Date”), DSPGI such Employees on Leave shall fully releasealso become Transferred Employees under this Agreement. Sellers shall remain solely liable and responsible for all pre-Commencement (or pre-Subsequent Hire Date, as applicable) obligations and liabilities of Sellers or Emmis with respect to the Transferred Employees, and shall cause for all obligations and liabilities with respect to employees of Sellers or Emmis other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc.than Transferred Employees, and Cevaof Sellers or Emmis with respect to Transferred Employees who do not accept employment with Buyers pursuant to Section 14.2 below, Inc. shall accept such transfer and assume, all of the rights which liabilities and obligations shall be Excluded Liabilities, other than the accrued vacation of Transferred Employees, if any, for the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees fiscal year of Sellers in which Commencement occurs (consistent with the Transferring Entities, or any of them, relating vacation policy provided by Sellers to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”Buyers under Section 4.20), which agreements shall remain in full force and effect be assumed by Buyers in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable EmployeesSection 1.3 hereof.

Transfer of Employees. (a) Prior 4.5.1 Upon this Scheme becoming effective, all the Employees shall be deemed to be transferred to and engaged by the Transferee Company with effect from the Appointed Date or their respective joining date, whichever is later, without any interruption of service and on the basis of continuity of service, and on such terms and conditions as are no less favorable than those on which they are currently engaged by the Transferor Company. The services of such Employees with the Transferor Company up to the Separation ClosingEffective Date shall be taken into account for the purposes of all benefits and continuity to which, DSPGIif any, on behalf such Employees may be eligible under Applicable Law. 4.5.2 Upon this Scheme becoming effective and with effect from Appointed Date, all contributions including any provisions created therefor, to provident fund, employee state insurance contribution, gratuity fund, superannuation fund, staff welfare scheme, or any other special scheme or, to tax benefits (including medical, pension and leave travel allowance) or any other benefits created or existing exclusively for the benefit of itself the Employees, if any, upon this Scheme becoming effective, shall be made by the Transferee Company in accordance with the provisions of such schemes or funds and Applicable Law. In relation to the Transferring EntitiesEmployees, will transfer or release for whom the Transferor Company is making contributions to Cevathe employee state insurance corporation, Inc. the employees Transferee Company shall stand substituted for the Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with provisions of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”)such fund, and Cevabye laws, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with etc. in respect to such employees accruing from and after the Separation ClosingEmployees. (b) To 4.5.3 In relation to the extent that any Transferable provident fund contributions being made for the Employees by the Transferor Company to ‘NIIT Limited Employees’ Provident Fund Trust’ upon this Scheme becoming effective, the Transferee Company shall make contributions for such Employees on the same terms and conditions to the employee provident fund maintained with the Regional Provident Fund Office in terms of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The existing accumulations in the ‘NIIT Limited Employees’ Provident Fund Trust’ pertaining to the Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, be continued on the same terms and conditions and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., be transferred to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees provident fund maintained with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect Regional Provident Fund Office in accordance with their termsApplicable Law. 4.5.4 The existing accumulations under employee state insurance contribution, provided that DSPGI shall retain its rights under gratuity fund, superannuation fund, staff welfare scheme and any other special scheme or benefits of the Employee Proprietary Information Agreements Transferor Company pertaining to the extent Employees shall be continued on the same terms and conditions and shall be transferred to, the employees’ state insurance corporation, gratuity fund, superannuation fund, staff welfare scheme, etc., being maintained by the Transferee Company or as may be created by the Transferee Company for such purpose, in accordance with Applicable Law. Pending such transfer, the contributions required to bring actions (at law, be made in equity or otherwise) for any breach respect of such Employee Proprietary Information Agreements relating the Employees shall continue to acts or omissions prior be made by the Transferee Company to the Separation Closing existing funds maintained by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable EmployeesTransferor Company.

Transfer of Employees. 1.1 The parties agree and acknowledge that the nature of any Services under this Order does not, and will not, involve the transfer of Supplier staff to Zebra on any basis (and the parties resolutely disclaim any legal or commercial intention to that effect). Accordingly, and for the avoidance of any doubt, the parties concur in their good faith belief that commencement of Services under this Order will not trigger the application of Employment Regulations in respect of Supplier staff or Zebra employees and the parties shall organise the provision of the Services in such a manner as is consistent with this intention ("Employment Regulations" means any national legislation (if any) applicable in any Zebra location implementing or having the effect of implementing the provisions of the EC Acquired Rights Council Directive 77/187/EC and 2001/23/EC or other equivalent or analogous national laws in any relevant jurisdiction, which may affect any party's employees.) 1.2 The parties agree and acknowledge that the nature of the Services under this Order does not, and will not, involve the transfer of Zebra assets or staff to Supplier or any subcontractor on any basis (and the parties resolutely disclaim any legal or commercial intention to that effect). Accordingly, and for the avoidance of any doubt, the parties agree that the termination of all or any part of this Order will not be a Relevant Termination for the purposes of the Employment Regulations (“Relevant Termination” means a termination of all or any part of an Order to which Employment Regulations apply Nevertheless, notwithstanding the foregoing sentence, in the event that this Order is terminated including but not limited to the expiry of this Order in accordance with its terms, Supplier shall indemnify Zebra for itself and for any replacement supplier against any cost, loss, damage, expense, order or award (including, without limitation, any claim for a redundancy payment, unfair dismissal compensation, or notice monies) suffered or incurred by reason of any proceeding, claim or demand by any Supplier employee, arising from the termination of this Order and provided that the Supplier employee employment is terminated within thirty (30) days of (a) Prior to the Separation Closing, DSPGI, on behalf alleged date of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing. (b) To (if later) the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities to assign, all date on which Zebra became aware of the rights person's claim and save for any liabilities arising directly from an act or omission on the part of Zebra which amounts to discrimination and/or less favourable treatment contrary to any applicable legislation and/or which amounts to a dismissal or detriment to which the Transferring Entities person was subjected by Zebra because they made a protected disclosure under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“Non-Transferable Employee”), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employeeapplicable legislation. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable Employees.

Transfer of Employees. (a) Prior 13.1 Effective upon the execution of this Agreement, the Licensor shall terminate the employment of all Transferred Employees, and the Licensee shall hire the Transferred Employees, and to the Separation Closing, DSPGI, on behalf of itself and extent practicable adopt the Transferring Entities, will transfer or release to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing. (b) To the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities to assign, all seniority status of the rights of Transferred Employees. The Licensor shall use commercially reasonable efforts to persuade the Transferring Entities under Transferred Employees to accept employment with the Licensee; provided, however, that the Licensor shall not be required to incur any out-of-pocket costs in connection with such employment contracts to Ceva, Inc.efforts. [*] 13.2 The Licensor agrees that it shall use commercially reasonable efforts, to the extent permissible by law, upon reasonable written request, and at the Licensee's sole cost and expense, to seek to enforce any of the Licensor's rights under employee and nonconfidentiality agreements by and between the Licensor and a Transferred Employee insofar as such rights are assignable. For any Transferable Employee relate to the Meeting Maker Business, so long as such efforts, in the good faith determination of the Board of Directors of the Licensor, would not have a material adverse effect on the Licensor's business, or operations (including, without an assignable employment contract (“Non-Transferable Employee”limitation, the Licensor's relationship with its own employees), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to 13.3 The parties hereto acknowledge that during the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all term of the rights and obligations of Management Agreement, the Transferring Entities under all agreements entered into Transferred Employees were employed by the Transferable Employees and the Licensing Business Employees with the Transferring EntitiesLicensor but, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at allowed by law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior were subject to the Separation Closing by Transferable Employees who become employees of Cevacomplete supervision, Inc. The Parties shall reasonably cooperate in connection with any action against any direction and control of the Transferable EmployeesLicensee. The Licensee has paid or caused to be paid by Licensor all salaries, commissions, taxes, insurance, sick leave, vacation pay, workers compensation, unemployment compensation, liabilities pursuant to Federal Insurance Contributions Act and the Federal Unemployment Trust Act, and all other claims, costs, expenses and liabilities of any nature whatsoever related to the Transferred Employees (collectively, the "EMPLOYMENT EXPENSES") arising during the period commencing on the Management Assumption Date and ending on the date of termination of the Management Agreement (the "MANAGEMENT ASSUMPTION Term") and the Licensee was directly responsible for all such expenses related to all other personnel involved in the Meeting Maker Business Employment Expenses included, without limitation, all severance and salary continuation obligations of Transferred Employees whose employment is terminated, or who voluntarily resigned, during the Management Assumption Term.

Transfer of Employees. (a) Prior Seller shall, and shall cause its Subsidiaries to, take all necessary actions so that each U.S. Domestic Business Employee on the list of Business Employees set forth on Schedule 2.13.6 of the Seller Disclosure Letter who is employed by Seller or any of its Subsidiaries immediately prior to the Separation Closing, DSPGI, on behalf Closing Date will be an employee of itself and the Transferring Entities, will transfer or release to Ceva, Inc. Company as of the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Employees”), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation ClosingClosing Date. (b) To Subject to Purchaser’s compliance with Section 6.4.1(a), prior to the extent that Closing Date, Seller shall timely comply with any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, local Laws regarding notice and/or consultation obligations or obtain consent to termination and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., provide required notice and/or severance (but only to the extent such rights are assignableseverance payment is required under contract or applicable Law) to each ADC Foreign Subsidiary Business Employee, as applicable, listed on Schedule 6.4.1 of the Seller Disclosure Letter, in accordance with the Foreign Employee Transfer Regulations and any other applicable Law. For any Transferable Any such notices and/or consultations or consents will be reasonably sufficient to prevent an ADC Foreign Subsidiary Business Employee without an assignable employment from successfully claiming, by reason of Seller’s failure to provide adequate notice and/or consultation or obtain consent to termination and provide required notice and/or severance (but only to the extent such severance payment is required under contract (“Non-Transferable Employee”or applicable Law), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, that such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept ADC Foreign Subsidiary Business Employee has been damaged or that such transfer and assume, all of employment or offer of employment is otherwise not in compliance with the Foreign Employee Transfer Regulations or applicable Law. Seller agrees to coordinate the contents of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing notice/transfer letters provided to Foreign Subsidiary Business Employees with Purchaser. Each ADC Foreign Subsidiary Business Employee who either is transferred from the Transferring Entities, ADC Foreign Subsidiary to the Purchaser or any its Subsidiary or accepts the Purchaser’s (or its Subsidiary’s) offer of them, relating employment is a “Foreign Subsidiary Transferred Employee.” Subject to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”Purchaser’s compliance with Section 6.4.1(a), which agreements Seller shall remain in full force satisfy applicable Law with respect to the transfer of employment or termination of each Foreign Business Employee (including any Foreign Subsidiary Transferred Employee), as applicable, and effect in accordance with their terms, provided that DSPGI Seller shall retain fully indemnify and hold harmless Purchaser and its rights under Subsidiaries from any Damages arising from the Employee Proprietary Information Agreements failure of Seller to provide adequate notice and/or consult or obtain consent to termination and provide required notice and/or severance (but only to the extent such severance payment is required under contract or applicable Law) to bring actions (at law, in equity each ADC Foreign Subsidiary Business Employee. Seller shall effectively remove any Foreign Subsidiary Business Employee from director or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions officer positions with Nihon ADC Kabushiki Kaisha prior to or on the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties Date. Seller shall reasonably cooperate in connection with any action against any use commercially reasonable efforts to ensure that each ADC Foreign Subsidiary Business Employee listed on Schedule 6.4.1 of the Transferable EmployeesSeller Disclosure Letter will consent to the transfer of his or her employment relationship or accept an offer of employment with Purchaser or its Subsidiaries, respectively; provided that such reasonable efforts do not include the payment of any consideration to such ADC Foreign Subsidiary Business Employee other than as required under contract or applicable Law. Seller shall assume and discharge timely and fully all obligations and liabilities arising under the Foreign Employee Transfer Regulations or any other applicable Laws that on or before the Closing Date become due to any Foreign Business Employee (including any Foreign Subsidiary Transferred Employee) and Seller shall fully indemnify and hold harmless Purchaser and its Subsidiaries from any Damages arising from the failure of Seller to do so.

Transfer of Employees. (a) Prior NXP shall, in consultation with Trident and subject to Trident’s prior written approval (not to be unreasonably withheld or delayed), take such actions as are reasonably necessary or advisable to cause those Employees of the Separation ClosingBusiness whose employment will continue after the Closing Date to become employed by one of the Companies or a Subsidiary thereof not later than the Closing Date, DSPGI, on behalf effective as of itself the Closing pursuant to (and in a manner consistent with) the Transferring Entities, will transfer or release to Ceva, Inc. provisions of Schedule 1.11(a)-1 (the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“Transferable Continuing Employees”). The Parties are aware that Continuing Employees could refuse to be transferred to the Companies or any of their Subsidiaries; provided, and Cevahowever, Inc. that NXP shall accept such use its reasonable best efforts to ensure that all Continuing Employees do not object to the transfer and assume (and of employment to the Companies or any of their Subsidiaries. NXP shall pay, perform and discharge when due) all obligations with respect ensure that the collective bargaining agreements applicable to such employees accruing from and after the Separation ClosingContinuing Employees listed on Schedule 1.11(a)-2 are acknowledged by the applicable Company or Company’s Subsidiary. (b) To Notwithstanding anything to the extent that contrary in this Agreement, should any Transferable Employees shall have entered into assignable employment contracts with DSPGIemployee of NXP or its Affiliates, DSPGI shall assignother than a Continuing Employee, and shall cause other Transferring Entities pass to assignTrident, all any Subsidiary of Trident, any of the rights Transferred Newcos, the Companies or any of their Subsidiaries, as the case may be, or should any other individual assert claims against Trident, any Subsidiary of Trident, any of the Transferring Entities under Transferred Newcos, the Companies or any such of their Subsidiaries based upon the allegation that his or her employment contracts to Ceva, Inc., relationship passed to the extent such rights are assignable. For Trident, any Transferable Employee without an assignable employment contract Subsidiary of Trident, any of the Transferred Newcos, the Companies or any of their Subsidiaries, as the case may be (“Non-Transferable EmployeeTUPE Related Labor Claims”), DSPGI such TUPE Related Labor Claims shall fully releasebe the responsibility of NXP and, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior notwithstanding anything to the Separation Closingcontrary in this Agreement, DSPGINXP shall indemnify and hold harmless Indemnified Trident Persons, on behalf for all Damages arising out of itself and the Transferring Entities, shall transfer and assign or related to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“Employee Proprietary Information Agreements”), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable EmployeesTUPE Related Labor Claims.

Transfer of Employees. (a) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, will transfer or release to Ceva, Inc. the employees of its licensing division described on Schedule 2.6(a) to this Agreement (“"Transferable Employees”"), and Ceva, Inc. shall accept such transfer and assume (and shall pay, perform and discharge when due) all obligations with respect to such employees accruing from and after the Separation Closing. (b) To the extent that any Transferable Employees shall have entered into assignable employment contracts with DSPGI, DSPGI shall assign, and shall cause other Transferring Entities to assign, all of the rights of the Transferring Entities under any such employment contracts to Ceva, Inc., to the extent such rights are assignable. For any Transferable Employee without an assignable employment contract (“"Non-Transferable Employee”"), DSPGI shall fully release, and shall cause other Transferring Entities to fully release, such employee from employment, thereby allowing Ceva, Inc., to use its best efforts to employ such Non-Transferable Employee. (c) Prior to the Separation Closing, DSPGI, on behalf of itself and the Transferring Entities, shall transfer and assign to Ceva, Inc., and Ceva, Inc. shall accept such transfer and assume, all of the rights and obligations of the Transferring Entities under all agreements entered into by the Transferable Employees and the Licensing Business Employees with the Transferring Entities, or any of them, relating to confidentiality, assignment of inventions and similar matters (“"Employee Proprietary Information Agreements”"), which agreements shall remain in full force and effect in accordance with their terms, provided that DSPGI shall retain its rights under the Employee Proprietary Information Agreements to the extent required to bring actions (at law, in equity or otherwise) for any breach of such Employee Proprietary Information Agreements relating to acts or omissions prior to the Separation Closing by Transferable Employees who become employees of Ceva, Inc. The Parties shall reasonably cooperate in connection with any action against any of the Transferable Employees.