Common use of Transfers of Employment Clause in Contracts

Transfers of Employment. (a) Except as provided for in this Section 3.01, effective as of or prior to the Distribution Date, (A) the employment of each VS Employee (other than any applicable Delayed VS Transfer Employee), to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS Group and (B) the employment of each L Brands Employee (other than any applicable Delayed LB Transfer Employee), to the extent employed at such time, will be continued by a member of the L Brands Group. Before the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(a) to occur no later than the Distribution Date. For the avoidance of doubt, effective as of the Distribution Date, all VS Furloughed Employees shall be employed by a member of the VS Group and shall constitute a VS Employee for all purposes of this Agreement and, to the extent applicable, upon such employee’s return to active service following the end of the applicable furlough period, such VS Furloughed Employee shall commence employment with a member of the VS Group. (b) Effective as of the applicable Delayed Transfer Date, (i) the employment of each applicable Delayed VS Transfer Employee, to the extent employed by a member of the L Brands Group at such time, shall transfer to a member of the VS Group, and (ii) the employment of each applicable Delayed LB Transfer Employee, to the extent employed by a member of the VS Group at such time, shall transfer to a member of the L Brands Group. Following the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(b) to occur in the manner contemplated by this Agreement or any other applicable Ancillary Agreement, including, to the extent (x) required by Applicable Law, (y) required by any applicable Ancillary Agreement or (z) otherwise determined by the Parties to be necessary or appropriate, by having the applicable Party (or an applicable member of its Group) make an offer of employment to such Delayed VS Transfer Employee or Delayed LB Transfer Employee, as the case may be, on terms and conditions of employment consistent with (A) this Agreement, (B) the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or such other applicable Ancillary Agreement, as applicable, and (C) the terms and conditions of employment applicable to such employee as of immediately prior to the applicable Delayed Transfer Date. (c) Notwithstanding anything to the contrary herein, except as expressly provided in this Agreement, (i) each Delayed VS Transfer Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed VS Transfer Employee, and (ii) each Delayed LB Transfer Employee shall be deemed to be an L Brands Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed LB Transfer Employee, in each case including, without limitation, for purposes of determining the allocation of Liabilities set forth in Article 2 of this Agreement and plan participation pursuant to Article 4 of this Agreement. Accordingly, subject to the express terms of this Agreement (including, without limitation, Section 3.01(d) and Section 3.05) or any reimbursement provisions set forth in the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or any other applicable Ancillary Agreement, unless and until an applicable Delayed Transfer Date occurs with respect to any VS Inactive Employee, Sponsored VS Employee, VS TSA Employee or L Brands TSA Employee, as applicable, (i) the L Brands Group shall be responsible for the cost of any compensation, benefits, severance and other employment-related costs in respect of any VS Inactive Employee, Sponsored VS Employee and VS TSA Employee prior to the applicable Delayed Transfer Date and (ii) the VS Group shall be responsible for the cost of any compensation, benefits, severance and other employment-related costs in respect of any L Brands TSA Employee prior to the applicable Delayed Transfer Date. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of the Covered VS Inactive Employees, each VS Inactive Employee will continue to be employed by a member of the L Brands Group until such individual returns to active service; provided that, in the event that such VS Inactive Employee returns to active service with the L Brands Group on or before the 12-month anniversary of the Distribution Date, VS will make an offer of employment to such VS Inactive Employee on terms and conditions of employment consistent with (i) this Agreement and (ii) the terms and conditions of employment applicable to such VS Inactive Employee at such time. For the avoidance of doubt, except in the case of the Covered VS Inactive Employees, (x) effective on or before the Distribution Date, the employment of each VS Employee who is on an approved leave of absence (other than any VS Inactive Employee) will continue with or be transferred to, as applicable, the VS Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of VS Inactive Employees will constitute VS Assumed Employee Liabilities and (z) any VS Inactive Employee who does not return to active service with L Brands on or before the 12-month anniversary of the Distribution Date will not be considered a VS Employee for purposes of this Agreement, and the Parties shall mutually cooperate in good faith to determine the status of such employee. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that (i) effective as of or prior to the Distribution Date, the employment of each Covered VS Inactive Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS group, and (ii) the Covered VS Inactive Employees shall not constitute VS Inactive Employees for purposes of this Agreement. Accordingly, each of L Brands and VS hereby agree that, notwithstanding anything to the contrary in this Section 3.01(d), the provisions of this Section 3.01(d) shall not apply with respect to any of the Covered VS Inactive Employees and each Covered VS Inactive Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of no later than the Distribution Date. (e) To the extent required, each of the Parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01. (f) Effective as of the Distribution Date, (i) VS shall adopt or maintain, and shall cause each member of the VS Group to adopt or maintain, leave of absence programs and (ii) VS shall honor, and shall cause each member of the VS Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any VS Participant before the Distribution Date, including such leaves that are to commence on or after the Distribution Date. (g) In the event that the Parties reasonably determine following the Distribution Date that (i) any individual employed outside the United States who is an L Brands Employee has inadvertently become or remained (as applicable) employed by a member of the VS Group due to the operation of transfer of undertakings or similar Applicable Law, the Parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the L Brands Group, and L Brands shall reimburse the applicable members of the VS Group for all compensation, benefits, severance and other employment-related costs incurred by the VS Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who is a VS Employee has inadvertently become or remained (as applicable) employed by a member of the L Brands Group due to the operation of transfer of undertakings or similar Applicable Law, the Parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VS Group, and VS shall reimburse the applicable members of the L Brands Group for all compensation, severance, benefits and other employment-related costs incurred by the L Brands Group members in employing and transferring such individuals.

Transfers of Employment. (a) Except Prior to the Separation Time, Parent and the Company shall have taken all necessary or appropriate actions to (i) cause the employment of each SpinCo Employee (other than any Delayed Transfer Employee or Former SpinCo Employee), who is employed by a member of the Parent Group as provided for in this Section 3.01of immediately prior to the Separation Time to be transferred to a member of the SpinCo Group, effective as of or prior to the Distribution Date, Separation Time and (Aii) cause the employment of each VS SpinCo Employee (other than any applicable Delayed VS Transfer Employee or Former SpinCo Employee), to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS Group and (B) the employment of each L Brands Employee (other than any applicable Delayed LB Transfer Employee), to the extent employed at such time, will be continued by a member of the L Brands Group. Before the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(a) to occur no later than the Distribution Date. For the avoidance of doubt, effective as of the Distribution Date, all VS Furloughed Employees shall be employed by a member of the VS Group and shall constitute a VS Employee for all purposes of this Agreement and, to the extent applicable, upon such employee’s return to active service following the end of the applicable furlough period, such VS Furloughed Employee shall commence employment with a member of the VS Group. (b) Effective as of the applicable Delayed Transfer Date, (i) the employment of each applicable Delayed VS Transfer Employee, to the extent employed by a member of the L Brands SpinCo Group at such timeas of immediately prior to the Separation Time, shall transfer to be continued with a member of the VS SpinCo Group, effective as of the Separation Time. (b) Following the Separation Time, (i) Parent shall, and (ii) shall cause the employment members of each applicable Delayed LB the Parent Group to, make available the services of the Post-Separation Transfer EmployeeEmployees, to the extent employed by a member of the VS Parent Group at such time, shall transfer to a member of the L Brands Group. Following SpinCo Group and the Distribution SpinCo Business prior to the applicable Delayed Transfer Date, and (ii) Parent and the Parties Company shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers the transfer and assignment of the employment contemplated by of each Delayed Transfer Employee (whose employment, for the avoidance of doubt, was not transferred to a member of the SpinCo Group on or prior to the Separation Time in accordance with Section 3.01(a)) from a member of the Parent Group to an applicable member of the SpinCo Group, in each case in accordance with the terms of this Section 3.01(b) to occur in the manner contemplated by this Agreement or any other applicable Ancillary Agreement, includingapplicable Law (including any applicable automatic transfer regulations) and the terms of any applicable employment or service agreement. The transfer of such Delayed Transfer Employees shall be made by assigning such individual’s employment to a member of the SpinCo Group or, to the extent (x) required by Applicable Law, (y) required by any applicable Ancillary Agreement Law or (z) otherwise determined by the Parties parties to be necessary or appropriate, by having the applicable Party (or an applicable a member of its Group) the SpinCo Group make an offer of employment to such Delayed VS Transfer Employee or Delayed LB Transfer Employee, as the or by operation of any applicable automatic transfer regulations, in each case may be, which such assignment or transfer shall be on terms and conditions of employment consistent with (A) this Agreement, (B) the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or such other applicable Ancillary Agreement, as applicable, and (C) the terms and conditions of employment applicable to such employee Delayed Transfer Employee as of immediately prior to the applicable Delayed Transfer Date (and such other terms and conditions as may be required by applicable Law, including any applicable automatic transfer regulations). To the extent any such transfers of employment of any Delayed Transfer Employees will occur following the Distribution Date, the parties agree to mutually cooperate in good faith to cause the transfer of the employment of such individuals to the SpinCo Group as soon as possible following the Distribution Date. (c) During the applicable Interim Period, the Company shall, and shall cause the members of the SpinCo Group (including the applicable Agents) to, cooperate with the Solta Group in good faith and use commercially reasonable efforts to facilitate (i) the hiring of employees into the applicable Local Solta Business by the Agent under the applicable Agency Agreement or (ii) the termination of any applicable Agency Transfer Employees, in each case as soon as reasonably practicable after such Agent receives a reasonable written request from the applicable member of the Solta Group, subject to (A) such procedures as mutually determined between the applicable members of the Solta Group and the SpinCo Group and (B) applicable Law. Any new employees hired by an Agent into a Local Solta Business pursuant to this Section 3.01(c) shall, as of the date he or she commences employment with the applicable Agent, be referred to as “New Agency Transfer Employees” and shall constitute Agency Transfer Employees for purposes of this Agreement. Any and all costs relating to the hiring of the New Agency Transfer Employees that are incurred by the Parent Group, the Solta Group or the SpinCo Group, as applicable, shall constitute Parent Retained Employee Liabilities, and shall be reimbursed by Parent or Solta, as applicable, to the applicable member of the SpinCo Group, as applicable. Following the Separation Time, any Solta Employees employed by a member of the SpinCo Group as contemplated by any applicable Agency Agreement (or who otherwise constitute an Agency Transfer Employee) shall be transferred to an applicable member of the Solta Group in accordance with the terms of the applicable Agency Agreement. (d) Notwithstanding anything to the contrary herein, except as unless otherwise expressly provided in by this Agreement, (i) each Delayed VS Transfer Employee the Company shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed VS Transfer Employeeresponsible for, and (ii) each Delayed LB shall reimburse Parent for, the cost of any compensation or benefits under any Employee Plan and other employment-related costs relating to any Post-Separation Transfer Employee shall be deemed to be an L Brands Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed LB Transfer EmployeeEmployees and Sponsored SpinCo Employees, in each case including, without limitation, for purposes that are incurred by any member of determining the allocation of Liabilities set forth in Article 2 of this Agreement Parent Group and plan participation pursuant to Article 4 of this Agreement. Accordingly, subject that relate to the express terms of this Agreement period following the Separation Time and prior to the applicable Delayed Transfer Date (including, without limitationto the extent applicable, Section 3.01(d) and Section 3.05) or any reimbursement provisions set forth in accordance with the L Brands to VS terms of the Transition Services Agreement), the VS to L Brands Transition Services Agreement or any other applicable Ancillary Agreement, (ii) unless and until an applicable Delayed Transfer Date occurs with respect to any VS Inactive Other Transfer Employee, Sponsored VS Employee, VS TSA Employee or L Brands TSA Employee, as applicable, (i) the L Brands Parent Group shall be responsible for the cost of any compensation, benefits, severance compensation or benefits under any Employee Plan and other employment-related costs in respect of relating to any VS Inactive Employee, Sponsored VS Employee applicable Other Transfer Employees and VS TSA Employee that relate to the period prior to the applicable Delayed Transfer Date and (iiiii) the VS Group shall be party responsible for the cost of any compensation, benefits, severance compensation or benefits under any Employee Plan and other employment-related costs in respect of any L Brands TSA Employee prior to the applicable Delayed Transfer Date. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of the Covered VS Inactive Employees, each VS Inactive Employee will continue to be employed by a member of the L Brands Group until such individual returns to active service; provided that, in the event that such VS Inactive Employee returns to active service with the L Brands Group on or before the 12-month anniversary of the Distribution Date, VS will make an offer of employment to such VS Inactive Employee on terms and conditions of employment consistent with (i) this Agreement and (ii) the terms and conditions of employment applicable to such VS Inactive Employee at such time. For the avoidance of doubt, except in the case of the Covered VS Inactive Employees, (x) effective on or before the Distribution Date, the employment of each VS Employee who is on an approved leave of absence (other than any VS Inactive Employee) will continue with or be transferred to, as applicable, the VS Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of VS Inactive Agency Transfer Employees will constitute VS Assumed Employee Liabilities and (z) any VS Inactive Employee who does not return to active service with L Brands on or before the 12-month anniversary of the Distribution Date will not be considered a VS Employee for purposes of this Agreementdetermined in accordance with, and the Parties shall mutually cooperate in good faith to determine the status of such employee. Notwithstanding anything subject to the contrary hereinterms of, the Parties acknowledge and agree that (i) effective as of or prior to the Distribution Date, the employment of each Covered VS Inactive Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS group, and (ii) the Covered VS Inactive Employees shall not constitute VS Inactive Employees for purposes of this applicable Agency Agreement. Accordingly, each of L Brands and VS hereby agree that, notwithstanding anything to the contrary in this Section 3.01(d), the provisions of this Section 3.01(d) shall not apply with respect to any of the Covered VS Inactive Employees and each Covered VS Inactive Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of no later than the Distribution Date. (e) To the extent required, each Each of the Parties parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01. Parent and SpinCo shall cooperate in good faith with respect to any applicable information and consultation requirements under any applicable automatic transfer regulations to the extent that they apply to the transactions contemplated by this Agreement, including the transfers of SpinCo Employees contemplated by this Section 3.01. (f) Effective as of the Distribution DateSeparation Time, (i) VS the Company shall adopt or maintain, and shall cause each member of the VS SpinCo Group to adopt or maintain, leave of absence programs and (ii) VS the Company shall honor, and shall cause each member of the VS SpinCo Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any VS SpinCo Participant before the Distribution DateSeparation Time, including such leaves that are to commence on or after the Distribution DateSeparation Time. (g) In the event that the Parties parties reasonably determine following the Distribution Date Separation Time that (i) any individual employed outside of the United States who is an L Brands not a SpinCo Employee has inadvertently become or remained (as applicable) employed by a member of the VS SpinCo Group (due to the operation of transfer of undertakings or similar Applicable applicable Law), the Parties parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the L Brands Parent Group, and L Brands Parent shall reimburse the applicable members of the VS SpinCo Group for all compensation, benefits, severance and other employment-related costs incurred by the VS SpinCo Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who is a VS Employee has inadvertently was intended to transfer to, and become or remained (as applicable) employed by by, a member of the L Brands SpinCo Group due pursuant to the operation of transfer of undertakings or similar Applicable Lawapplicable Law instead continues to be employed by the Parent Group, the Parties parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VS SpinCo Group, and VS the Company shall reimburse the applicable members of the L Brands Parent Group for all compensation, severancebenefits, benefits severance and other employment-related costs incurred by the L Brands Parent Group members in employing and transferring such individuals.

Transfers of Employment. (a) Except Prior to the Separation Time, Parent and the Company shall have taken all necessary or appropriate actions to (i) cause the employment of each SpinCo Employee (other than any Delayed Transfer Employee or Former SpinCo Employee), who is employed by a member of the Parent Group as provided for in this Section 3.01of immediately prior to the Separation Time to be transferred to a member of the SpinCo Group, effective as of or prior to the Distribution Date, Separation Time and (Aii) cause the employment of each VS SpinCo Employee (other than any applicable Delayed VS Transfer Employee or Former SpinCo Employee), to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS Group and (B) the employment of each L Brands Employee (other than any applicable Delayed LB Transfer Employee), to the extent employed at such time, will be continued by a member of the L Brands Group. Before the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(a) to occur no later than the Distribution Date. For the avoidance of doubt, effective as of the Distribution Date, all VS Furloughed Employees shall be employed by a member of the VS Group and shall constitute a VS Employee for all purposes of this Agreement and, to the extent applicable, upon such employee’s return to active service following the end of the applicable furlough period, such VS Furloughed Employee shall commence employment with a member of the VS Group. (b) Effective as of the applicable Delayed Transfer Date, (i) the employment of each applicable Delayed VS Transfer Employee, to the extent employed by a member of the L Brands SpinCo Group at such timeas of immediately prior to the Separation Time, shall transfer to be continued with a member of the VS SpinCo Group, effective as of the Separation Time. (b) Following the Separation Time, (i) Parent shall, and (ii) shall cause the employment members of each applicable Delayed LB the Parent Group to, make available the services of the Post-Separation Transfer EmployeeEmployees, to the extent employed by a member of the VS Parent Group at such time, shall transfer to a member of the L Brands Group. Following SpinCo Group and the Distribution SpinCo Business prior to the applicable Delayed Transfer Date, and (ii) Parent and the Parties Company shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers the transfer and assignment of the employment contemplated by of each Delayed Transfer Employee (whose employment, for the avoidance of doubt, was not transferred to a member of the SpinCo Group on or prior to the Separation Time in accordance with Section 3.01(a)) from a member of the Parent Group to an applicable member of the SpinCo Group, in each case in accordance with the terms of this Section 3.01(b) to occur in the manner contemplated by this Agreement or any other applicable Ancillary Agreement, includingapplicable Law (including any applicable automatic transfer regulations) and the terms of any applicable employment or service agreement. The transfer of such Delayed Transfer Employees shall be made by assigning such individual’s employment to a member of the SpinCo Group or, to the extent (x) required by Applicable Law, (y) required by any applicable Ancillary Agreement Law or (z) otherwise determined by the Parties parties to be necessary or appropriate, by having the applicable Party (or an applicable a member of its Group) the SpinCo Group make an offer of employment to such Delayed VS Transfer Employee or Delayed LB Transfer Employee, as the or by operation of any applicable automatic transfer regulations, in each case may be, which such assignment or transfer shall be on terms and conditions of employment consistent with (A) this Agreement, (B) the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or such other applicable Ancillary Agreement, as applicable, and (C) the terms and conditions of employment applicable to such employee Delayed Transfer Employee as of immediately prior to the applicable Delayed Transfer Date (and such other terms and conditions as may be required by applicable Law, including any applicable automatic transfer regulations). To the extent any such transfers of employment of any Delayed Transfer Employees will occur following the Distribution Date, the parties agree to mutually cooperate in good faith to cause the transfer of the employment of such individuals to the SpinCo Group as soon as possible following the Distribution Date. (c) To the extent applicable, during the applicable Interim Period, the Company shall, and shall cause the members of the SpinCo Group (including the applicable Agents) to, cooperate with the Parent Group in good faith and use commercially reasonable efforts to facilitate (i) the hiring of employees into the applicable Local Solta Business by the Agent under the applicable Agency Agreement or (ii) the termination of any applicable Agency Transfer Employees, in each case as soon as reasonably practicable after such Agent receives a reasonable written request from the applicable member of the Parent Group, subject to (A) such procedures as mutually determined between the applicable members of the Parent Group and the SpinCo Group and (B) applicable Law. Any new employees hired by an Agent into a Local Solta Business pursuant to this Section 3.01(c) shall, as of the date he or she commences employment with the applicable Agent, be referred to as “New Agency Transfer Employees” and shall constitute Agency Transfer Employees for purposes of this Agreement. Any and all costs relating to the hiring of the New Agency Transfer Employees that are incurred by the Parent Group or the SpinCo Group, as applicable, shall constitute Parent Retained Employee Liabilities, and shall be reimbursed by Parent, as applicable, to the applicable member of the SpinCo Group, as applicable. Following the Separation Time, any Parent Employees employed by a member of the SpinCo Group as contemplated by any applicable Agency Agreement (or who otherwise constitute an Agency Transfer Employee) shall be transferred to an applicable member of the Parent Group in accordance with the terms of the applicable Agency Agreement. (d) Notwithstanding anything to the contrary herein, except as unless otherwise expressly provided in by this Agreement, (i) each Delayed VS Transfer Employee the Company shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed VS Transfer Employeeresponsible for, and (ii) each Delayed LB shall reimburse Parent for, the cost of any compensation or benefits under any Employee Plan and other employment-related costs relating to any Post-Separation Transfer Employee shall be deemed to be an L Brands Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed LB Transfer EmployeeEmployees and Sponsored SpinCo Employees, in each case including, without limitation, for purposes that are incurred by any member of determining the allocation of Liabilities set forth in Article 2 of this Agreement Parent Group and plan participation pursuant to Article 4 of this Agreement. Accordingly, subject that relate to the express terms of this Agreement period following the Separation Time and prior to the applicable Delayed Transfer Date (including, without limitationto the extent applicable, Section 3.01(d) and Section 3.05) or any reimbursement provisions set forth in accordance with the L Brands to VS terms of the Transition Services Agreement), the VS to L Brands Transition Services Agreement or any other applicable Ancillary Agreement, (ii) unless and until an applicable Delayed Transfer Date occurs with respect to any VS Inactive Other Transfer Employee, Sponsored VS Employee, VS TSA Employee or L Brands TSA Employee, as applicable, (i) the L Brands Parent Group shall be responsible for the cost of any compensation, benefits, severance compensation or benefits under any Employee Plan and other employment-related costs in respect of relating to any VS Inactive Employee, Sponsored VS Employee applicable Other Transfer Employees and VS TSA Employee that relate to the period prior to the applicable Delayed Transfer Date and (iiiii) the VS Group shall be party responsible for the cost of any compensation, benefits, severance compensation or benefits under any Employee Plan and other employment-related costs in respect of any L Brands TSA Employee prior to the applicable Delayed Transfer Date. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of the Covered VS Inactive Employees, each VS Inactive Employee will continue to be employed by a member of the L Brands Group until such individual returns to active service; provided that, in the event that such VS Inactive Employee returns to active service with the L Brands Group on or before the 12-month anniversary of the Distribution Date, VS will make an offer of employment to such VS Inactive Employee on terms and conditions of employment consistent with (i) this Agreement and (ii) the terms and conditions of employment applicable to such VS Inactive Employee at such time. For the avoidance of doubt, except in the case of the Covered VS Inactive Employees, (x) effective on or before the Distribution Date, the employment of each VS Employee who is on an approved leave of absence (other than any VS Inactive Employee) will continue with or be transferred to, as applicable, the VS Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of VS Inactive Agency Transfer Employees will constitute VS Assumed Employee Liabilities and (z) any VS Inactive Employee who does not return to active service with L Brands on or before the 12-month anniversary of the Distribution Date will not be considered a VS Employee for purposes of this Agreementdetermined in accordance with, and the Parties shall mutually cooperate in good faith to determine the status of such employee. Notwithstanding anything subject to the contrary hereinterms of, the Parties acknowledge and agree that (i) effective as of or prior to the Distribution Date, the employment of each Covered VS Inactive Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS group, and (ii) the Covered VS Inactive Employees shall not constitute VS Inactive Employees for purposes of this applicable Agency Agreement. Accordingly, each of L Brands and VS hereby agree that, notwithstanding anything to the contrary in this Section 3.01(d), the provisions of this Section 3.01(d) shall not apply with respect to any of the Covered VS Inactive Employees and each Covered VS Inactive Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of no later than the Distribution Date. (e) To the extent required, each Each of the Parties parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01. Parent and SpinCo shall cooperate in good faith with respect to any applicable information and consultation requirements under any applicable automatic transfer regulations to the extent that they apply to the transactions contemplated by this Agreement, including the transfers of SpinCo Employees contemplated by this Section 3.01. (f) Effective as of the Distribution DateSeparation Time, (i) VS the Company shall adopt or maintain, and shall cause each member of the VS SpinCo Group to adopt or maintain, leave of absence programs and (ii) VS the Company shall honor, and shall cause each member of the VS SpinCo Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any VS SpinCo Participant before the Distribution DateSeparation Time, including such leaves that are to commence on or after the Distribution DateSeparation Time. (g) In the event that the Parties parties reasonably determine following the Distribution Date Separation Time that (i) any individual employed outside of the United States who is an L Brands not a SpinCo Employee has inadvertently become or remained (as applicable) employed by a member of the VS SpinCo Group (due to the operation of transfer of undertakings or similar Applicable applicable Law), the Parties parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the L Brands Parent Group, and L Brands Parent shall reimburse the applicable members of the VS SpinCo Group for all compensation, benefits, severance and other employment-related costs incurred by the VS SpinCo Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who is a VS Employee has inadvertently was intended to transfer to, and become or remained (as applicable) employed by by, a member of the L Brands SpinCo Group due pursuant to the operation of transfer of undertakings or similar Applicable Lawapplicable Law instead continues to be employed by the Parent Group, the Parties parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VS SpinCo Group, and VS the Company shall reimburse the applicable members of the L Brands Parent Group for all compensation, severancebenefits, benefits severance and other employment-related costs incurred by the L Brands Parent Group members in employing and transferring such individuals.

Transfers of Employment. (a) Except as provided for in this Section 3.01, effective as of or prior to the Distribution Date, (A) the employment of each VS Employee (other than any applicable Delayed VS Transfer Employee), to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS Group and (B) the employment of each L Brands Employee (other than any applicable Delayed LB Transfer Employee), to the extent employed at such time, will be continued by a member of the L Brands Group. Before the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(a) to occur no later than the Distribution Date. For the avoidance of doubt, effective as of the Distribution Date, all VS Furloughed Employees shall be employed by a member of the VS Group and shall constitute a VS Employee for all purposes of this Agreement and, to the extent applicable, upon such employee’s return to active service following the end of the applicable furlough period, such VS Furloughed Employee shall commence employment with a member of the VS Group. (b) Effective as of the applicable Delayed Transfer Date, (i) the employment of each applicable Delayed VS Transfer Employee, to the extent employed by a member of the L Brands Group at such time, shall transfer to a member of the VS Group, and (ii) the employment of each applicable Delayed LB Transfer Employee, to the extent employed by a member of the VS Group at such time, shall transfer to a member of the L Brands Group. Following the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(b) to occur in the manner contemplated by this Agreement or any other applicable Ancillary Agreement, including, to the extent (x) required by Applicable Law, (y) required by any applicable Ancillary Agreement or (z) otherwise determined by the Parties to be necessary or appropriate, by having the applicable Party (or an applicable member of its Group) make an offer of employment to such Delayed VS Transfer Employee or Delayed LB Transfer Employee, as the case may be, on terms and conditions of employment consistent with (A) this Agreement, (B) the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or such other applicable Ancillary Agreement, as applicable, and (C) the terms and conditions of employment applicable to such employee as of immediately prior to the applicable Delayed Transfer Date. (c) Notwithstanding anything to the contrary herein, except as expressly provided in this Agreement, (i) each Delayed VS Transfer Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed VS Transfer Employee, and (ii) each Delayed LB Transfer Employee shall be deemed to be an L Brands Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed LB Transfer Employee, in each case including, without limitation, for purposes of determining the allocation of Liabilities set forth in Article 2 of this Agreement and plan participation pursuant to Article 4 of this Agreement. Accordingly, subject to the express terms of this Agreement (including, without limitation, Section 3.01(d) and Section 3.05) or any reimbursement provisions set forth in the L Brands to VS Transition Services Service Agreement, the VS to L Brands Transition Services Agreement or any other applicable Ancillary Agreement, unless and until an applicable Delayed Transfer Date occurs with respect to any VS Inactive Employee, Sponsored VS Employee, VS TSA Employee or L Brands TSA Employee, as applicable, (i) the L Brands Group shall be responsible for the cost of any compensation, benefits, severance and other employment-related costs in respect of any VS Inactive Employee, Sponsored VS Employee and VS TSA Employee prior to the applicable Delayed Transfer Date and (ii) the VS Group shall be responsible for the cost of any compensation, benefits, severance and other employment-related costs in respect of any L Brands TSA Employee prior to the applicable Delayed Transfer Date. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of the Covered VS Inactive Employees, each VS Inactive Employee will continue to be employed by a member of the L Brands Group until such individual returns to active service; provided that, in the event that such VS Inactive Employee returns to active service with the L Brands Group on or before the 12-month anniversary of the Distribution Date, VS will make an offer of employment to such VS Inactive Employee on terms and conditions of employment consistent with (i) this Agreement and (ii) the terms and conditions of employment applicable to such VS Inactive Employee at such time. For the avoidance of doubt, except in the case of the Covered VS Inactive Employees, (x) effective on or before the Distribution Date, the employment of each VS Employee who is on an approved leave of absence (other than any VS Inactive Employee) will continue with or be transferred to, as applicable, the VS Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of VS Inactive Employees will constitute VS Assumed Employee Liabilities and (z) any VS Inactive Employee who does not return to active service with L Brands on or before the 12-month anniversary of the Distribution Date will not be considered a VS Employee for purposes of this Agreement, and the Parties shall mutually cooperate in good faith to determine the status of such employee. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that (i) effective as of or prior to the Distribution Date, the employment of each Covered VS Inactive Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS group, and (ii) the Covered VS Inactive Employees shall not constitute VS Inactive Employees for purposes of this Agreement. Accordingly, each of L Brands and VS hereby agree that, notwithstanding anything to the contrary in this Section 3.01(d), the provisions of this Section 3.01(d) shall not apply with respect to any of the Covered VS Inactive Employees and each Covered VS Inactive Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of no later than the Distribution Date. (e) To the extent required, each of the Parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01. (f) Effective as of the Distribution Date, (i) VS shall adopt or maintain, and shall cause each member of the VS Group to adopt or maintain, leave of absence programs and (ii) VS shall honor, and shall cause each member of the VS Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any VS Participant before the Distribution Date, including such leaves that are to commence on or after the Distribution Date. (g) In the event that the Parties reasonably determine following the Distribution Date that (i) any individual employed outside the United States who is an L Brands Employee has inadvertently become or remained (as applicable) employed by a member of the VS Group due to the operation of transfer of undertakings or similar Applicable Law, the Parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the L Brands Group, and L Brands shall reimburse the applicable members of the VS Group for all compensation, benefits, severance and other employment-related costs incurred by the VS Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who is a VS Employee has inadvertently become or remained (as applicable) employed by a member of the L Brands Group due to the operation of transfer of undertakings or similar Applicable Law, the Parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VS Group, and VS shall reimburse the applicable members of the L Brands Group for all compensation, severance, benefits and other employment-related costs incurred by the L Brands Group members in employing and transferring such individuals.

Transfers of Employment. Article I Prior to the Separation Time, Parent and the Company shall have taken all necessary or appropriate actions to (ai) Except cause the employment of each SpinCo Employee (other than any Delayed Transfer Employee or Former SpinCo Employee), who is employed by a member of the Parent Group as provided for in this Section 3.01of immediately prior to the Separation Time to be transferred to a member of the SpinCo Group, effective as of or prior to the Distribution Date, Separation Time and (Aii) cause the employment of each VS SpinCo Employee (other than any applicable Delayed VS Transfer Employee or Former SpinCo Employee), to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS Group and (B) the employment of each L Brands Employee (other than any applicable Delayed LB Transfer Employee), to the extent employed at such time, will be continued by a member of the L Brands Group. Before the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(a) to occur no later than the Distribution Date. For the avoidance of doubt, effective as of the Distribution Date, all VS Furloughed Employees shall be employed by a member of the VS Group and shall constitute a VS Employee for all purposes of this Agreement and, to the extent applicable, upon such employee’s return to active service following the end of the applicable furlough period, such VS Furloughed Employee shall commence employment with a member of the VS Group. (b) Effective as of the applicable Delayed Transfer Date, (i) the employment of each applicable Delayed VS Transfer Employee, to the extent employed by a member of the L Brands SpinCo Group at such timeas of immediately prior to the Separation Time, shall transfer to be continued with a member of the VS SpinCo Group, effective as of the Separation Time. (a) Following the Separation Time, (i) Parent shall, and (ii) shall cause the employment members of each applicable Delayed LB the Parent Group to, make available the services of the Post-Separation Transfer EmployeeEmployees, to the extent employed by a member of the VS Parent Group at such time, shall transfer to a member of the L Brands Group. Following SpinCo Group and the Distribution SpinCo Business prior to the applicable Delayed Transfer Date, and (ii) Parent and the Parties Company shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers the transfer and assignment of the employment contemplated by of each Delayed Transfer Employee (whose employment, for the avoidance of doubt, was not transferred to a member of the SpinCo Group on or prior to the Separation Time in accordance with Section 3.01(a)) from a member of the Parent Group to an applicable member of the SpinCo Group, in each case in accordance with the terms of this Section 3.01(b) to occur in the manner contemplated by this Agreement or any other applicable Ancillary Agreement, includingapplicable Law (including any applicable automatic transfer regulations) and the terms of any applicable employment or service agreement. The transfer of such Delayed Transfer Employees shall be made by assigning such individual’s employment to a member of the SpinCo Group or, to the extent (x) required by Applicable Law, (y) required by any applicable Ancillary Agreement Law or (z) otherwise determined by the Parties parties to be necessary or appropriate, by having the applicable Party (or an applicable a member of its Group) the SpinCo Group make an offer of employment to such Delayed VS Transfer Employee or Delayed LB Transfer Employee, as the or by operation of any applicable automatic transfer regulations, in each case may be, which such assignment or transfer shall be on terms and conditions of employment consistent with (A) this Agreement, (B) the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or such other applicable Ancillary Agreement, as applicable, and (C) the terms and conditions of employment applicable to such employee Delayed Transfer Employee as of immediately prior to the applicable Delayed Transfer Date (and such other terms and conditions as may be required by applicable Law, including any applicable automatic transfer regulations). To the extent any such transfers of employment of any Delayed Transfer Employees will occur following the Distribution Date, the parties agree to mutually cooperate in good faith to cause the transfer of the employment of such individuals to the SpinCo Group as soon as possible following the Distribution Date. (b) To the extent applicable, during the applicable Interim Period, the Company shall, and shall cause the members of the SpinCo Group (including the applicable Agents) to, cooperate with the Parent Group in good faith and use commercially reasonable efforts to facilitate (i) the hiring of employees into the applicable Local Solta Business by the Agent under the applicable Agency Agreement or (ii) the termination of any applicable Agency Transfer Employees, in each case as soon as reasonably practicable after such Agent receives a reasonable written request from the applicable member of the Parent Group, subject to (A) such procedures as mutually determined between the applicable members of the Parent Group and the SpinCo Group and (B) applicable Law. Any new employees hired by an Agent into a Local Solta Business pursuant to this Section 3.01(c) shall, as of the date he or she commences employment with the applicable Agent, be referred to as “New Agency Transfer Employees” and shall constitute Agency Transfer Employees for purposes of this Agreement. Any and all costs relating to the hiring of the New Agency Transfer Employees that are incurred by the Parent Group or the SpinCo Group, as applicable, shall constitute Parent Retained Employee Liabilities, and shall be reimbursed by Parent, as applicable, to the applicable member of the SpinCo Group, as applicable. Following the Separation Time, any Parent Employees employed by a member of the SpinCo Group as contemplated by any applicable Agency Agreement (or who otherwise constitute an Agency Transfer Employee) shall be transferred to an applicable member of the Parent Group in accordance with the terms of the applicable Agency Agreement. (c) Notwithstanding anything to the contrary herein, except as unless otherwise expressly provided in by this Agreement, (i) each Delayed VS Transfer Employee the Company shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed VS Transfer Employeeresponsible for, and (ii) each Delayed LB shall reimburse Parent for, the cost of any compensation or benefits under any Employee Plan and other employment-related costs relating to any Post-Separation Transfer Employee shall be deemed to be an L Brands Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed LB Transfer EmployeeEmployees and Sponsored SpinCo Employees, in each case including, without limitation, for purposes that are incurred by any member of determining the allocation of Liabilities set forth in Article 2 of this Agreement Parent Group and plan participation pursuant to Article 4 of this Agreement. Accordingly, subject that relate to the express terms of this Agreement period following the Separation Time and prior to the applicable Delayed Transfer Date (including, without limitationto the extent applicable, Section 3.01(d) and Section 3.05) or any reimbursement provisions set forth in accordance with the L Brands to VS terms of the Transition Services Agreement), the VS to L Brands Transition Services Agreement or any other applicable Ancillary Agreement, (ii) unless and until an applicable Delayed Transfer Date occurs with respect to any VS Inactive Other Transfer Employee, Sponsored VS Employee, VS TSA Employee or L Brands TSA Employee, as applicable, (i) the L Brands Parent Group shall be responsible for the cost of any compensation, benefits, severance compensation or benefits under any Employee Plan and other employment-related costs in respect of relating to any VS Inactive Employee, Sponsored VS Employee applicable Other Transfer Employees and VS TSA Employee that relate to the period prior to the applicable Delayed Transfer Date and (iiiii) the VS Group shall be party responsible for the cost of any compensation, benefits, severance compensation or benefits under any Employee Plan and other employment-related costs relating to any Agency Transfer Employees will be determined in respect of any L Brands TSA Employee prior accordance with, and subject to the terms of, the applicable Delayed Transfer DateAgency Agreement. (d) Notwithstanding anything to the contrary in this Agreement, except in the case Each of the Covered VS Inactive Employees, each VS Inactive Employee will continue to be employed by a member of the L Brands Group until such individual returns to active service; provided that, in the event that such VS Inactive Employee returns to active service with the L Brands Group on or before the 12-month anniversary of the Distribution Date, VS will make an offer of employment to such VS Inactive Employee on terms and conditions of employment consistent with (i) this Agreement and (ii) the terms and conditions of employment applicable to such VS Inactive Employee at such time. For the avoidance of doubt, except in the case of the Covered VS Inactive Employees, (x) effective on or before the Distribution Date, the employment of each VS Employee who is on an approved leave of absence (other than any VS Inactive Employee) will continue with or be transferred to, as applicable, the VS Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of VS Inactive Employees will constitute VS Assumed Employee Liabilities and (z) any VS Inactive Employee who does not return to active service with L Brands on or before the 12-month anniversary of the Distribution Date will not be considered a VS Employee for purposes of this Agreement, and the Parties shall mutually cooperate in good faith to determine the status of such employee. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that (i) effective as of or prior to the Distribution Date, the employment of each Covered VS Inactive Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS group, and (ii) the Covered VS Inactive Employees shall not constitute VS Inactive Employees for purposes of this Agreement. Accordingly, each of L Brands and VS hereby agree that, notwithstanding anything to the contrary in this Section 3.01(d), the provisions of this Section 3.01(d) shall not apply with respect to any of the Covered VS Inactive Employees and each Covered VS Inactive Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of no later than the Distribution Date. (e) To the extent required, each of the Parties parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01. Parent and SpinCo shall cooperate in good faith with respect to any applicable information and consultation requirements under any applicable automatic transfer regulations to the extent that they apply to the transactions contemplated by this Agreement, including the transfers of SpinCo Employees contemplated by this Section 3.01. (fe) Effective as of the Distribution DateSeparation Time, (i) VS the Company shall adopt or maintain, and shall cause each member of the VS SpinCo Group to adopt or maintain, leave of absence programs and (ii) VS the Company shall honor, and shall cause each member of the VS SpinCo Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any VS SpinCo Participant before the Distribution DateSeparation Time, including such leaves that are to commence on or after the Distribution DateSeparation Time. (gf) In the event that the Parties parties reasonably determine following the Distribution Date Separation Time that (i) any individual employed outside of the United States who is an L Brands not a SpinCo Employee has inadvertently become or remained (as applicable) employed by a member of the VS SpinCo Group (due to the operation of transfer of undertakings or similar Applicable applicable Law), the Parties parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the L Brands Parent Group, and L Brands Parent shall reimburse the applicable members of the VS SpinCo Group for all compensation, benefits, severance and other employment-related costs incurred by the VS SpinCo Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who is a VS Employee has inadvertently was intended to transfer to, and become or remained (as applicable) employed by by, a member of the L Brands SpinCo Group due pursuant to the operation of transfer of undertakings or similar Applicable Lawapplicable Law instead continues to be employed by the Parent Group, the Parties parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VS SpinCo Group, and VS the Company shall reimburse the applicable members of the L Brands Parent Group for all compensation, severancebenefits, benefits severance and other employment-related costs incurred by the L Brands Parent Group members in employing and transferring such individuals.

Transfers of Employment. (a) Except The employment of each Transferred Employee with Purchaser or a member of the Purchaser Group shall commence immediately upon the Closing and shall be deemed, for all purposes, consistent with applicable Law and except as otherwise expressly provided herein, to have occurred with no interruption or break in service and no termination of employment; provided, however, that any Inactive Employee who is employed in the United States shall not be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, Purchaser and its Affiliates shall only be responsible for in this Section 3.01, Liabilities relating to any Inactive Employee who is employed within the United States from and after the date such Inactive Employee becomes a Transferred Employee. The employment with the Purchaser Group of any Inactive Employee who is employed outside of the United States shall be effective as of the Closing and of any Inactive Employee who is employed within the United States shall be effective upon his or prior her return to active work, provided that the Distribution DateInactive Employee reports to work with Purchaser or another member of the Purchaser Group, as applicable, within fifteen (A15) days after the employment end of each VS Employee (other than any applicable Delayed VS Transfer Employee)such approved leave and, to the extent employed at such time71 permitted by applicable Law, will be transferred to or continued byin no event later than one hundred twenty (120) days following the Closing Date, and, as applicableof such date, such Inactive Employee shall be a Transferred Employee. Subject to, and effective as of, the Closing, Seller hereby waives and releases each of the Transferred Employees from any and all contractual, common law or other restrictions enforceable by Seller and its Affiliates on the employment, activities or other conduct of such individuals with the Business after their employment with Purchaser or a member of Purchaser Group except with respect to obligations related to confidentiality and trade secrets. Prior to the VS Group Closing Date, and (B) the employment of each L Brands Employee (other than any applicable Delayed LB Transfer Employee), to the extent employed at necessary to implement this sentence, Seller shall cause to be taken all actions as may be reasonably required to amend any Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that severance or separation payments shall not be payable to any Transferred Employee on account of such time, will be continued by a member of the L Brands Group. Before the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers Transferred Employee’s termination of employment contemplated by this Section 3.01(a) to occur no later than the Distribution Date. For with Seller and its Affiliates, and for the avoidance of doubt, effective as of the Distribution Date, Excluded Employee Liabilities include all VS Furloughed Employees shall be employed by a member of the VS Group and shall constitute a VS Employee for all purposes of this Agreement and, to the extent applicable, upon such employee’s return to active service following the end of the applicable furlough period, such VS Furloughed Employee shall commence employment with a member of the VS Group. (b) Effective as of the applicable Delayed Transfer Date, (i) the employment of each applicable Delayed VS Transfer Employee, to the extent employed by a member of the L Brands Group at such time, shall transfer to a member of the VS Group, and (ii) the employment of each applicable Delayed LB Transfer Employee, to the extent employed by a member of the VS Group at such time, shall transfer to a member of the L Brands Group. Following the Distribution Date, the Parties shall mutually cooperate in good faith and use their reasonable best efforts to cause all such transfers of employment contemplated by this Section 3.01(b) to occur in the manner contemplated by this Agreement or any other applicable Ancillary Agreement, including, to the extent (x) required by Applicable Law, (y) required by any applicable Ancillary Agreement or (z) otherwise determined by the Parties to be necessary or appropriate, by having the applicable Party (or an applicable member of its Group) make an offer of employment to such Delayed VS Transfer Employee or Delayed LB Transfer Employee, as the case may be, on terms and conditions of employment consistent with (A) this Agreement, (B) the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or such other applicable Ancillary Agreement, as applicable, and (C) the terms and conditions of employment applicable to such employee as of immediately prior to the applicable Delayed Transfer Date. (c) Notwithstanding anything to the contrary herein, except as expressly provided in this Agreement, (i) each Delayed VS Transfer Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed VS Transfer Employee, and (ii) each Delayed LB Transfer Employee shall be deemed to be an L Brands Employee for all purposes of this Agreement, effective as of the Delayed Transfer Date applicable to such Delayed LB Transfer Employee, in each case including, without limitation, for purposes of determining the allocation of Liabilities set forth in Article 2 of this Agreement and plan participation pursuant to Article 4 of this Agreement. Accordingly, subject to the express terms of this Agreement (including, without limitation, Section 3.01(d) and Section 3.05) or any reimbursement provisions set forth in the L Brands to VS Transition Services Agreement, the VS to L Brands Transition Services Agreement or any other applicable Ancillary Agreement, unless and until an applicable Delayed Transfer Date occurs with respect to any VS Inactive Employee, Sponsored VS Employee, VS TSA Employee or L Brands TSA Employee, as applicable, (i) the L Brands Group shall be responsible for the cost of any compensation, benefits, severance and other employment-related costs in respect of any VS Inactive Employee, Sponsored VS Employee and VS TSA Employee prior to the applicable Delayed Transfer Date and (ii) the VS Group shall be responsible for the cost of any compensation, benefits, severance and other employment-related costs in respect of any L Brands TSA Employee prior to the applicable Delayed Transfer Date. (d) Notwithstanding anything to the contrary in this Agreement, except in the case of the Covered VS Inactive Employees, each VS Inactive Employee will continue to be employed by a member of the L Brands Group until such individual returns to active service; provided that, in the event that such VS Inactive Employee returns to active service with the L Brands Group on or before the 12-month anniversary of the Distribution Date, VS will make an offer of employment to such VS Inactive Employee on terms and conditions of employment consistent with (i) this Agreement and (ii) the terms and conditions of employment applicable to such VS Inactive Employee at such time. For the avoidance of doubt, except in the case of the Covered VS Inactive Employees, (x) effective on or before the Distribution Date, the employment of each VS Employee who is on an approved leave of absence (other than any VS Inactive Employee) will continue with or be transferred to, as applicable, the VS Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of VS Inactive Employees will constitute VS Assumed Employee Liabilities and (z) any VS Inactive Employee who does not return to active service with L Brands on or before the 12-month anniversary of the Distribution Date will not be considered a VS Employee for purposes of this Agreement, and the Parties shall mutually cooperate in good faith to determine the status of such employee. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree separation payments that (i) effective as of or prior to the Distribution Date, the employment of each Covered VS Inactive Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the VS group, and (ii) the Covered VS Inactive Employees shall not constitute VS Inactive Employees for purposes of this Agreement. Accordingly, each of L Brands and VS hereby agree that, notwithstanding anything to the contrary in this Section 3.01(d), the provisions of this Section 3.01(d) shall not apply with respect to any of the Covered VS Inactive Employees and each Covered VS Inactive Employee shall be deemed to be a VS Employee for all purposes of this Agreement, effective as of no later than the Distribution Datemay become payable. (e) To the extent required, each of the Parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01. (f) Effective as of the Distribution Date, (i) VS shall adopt or maintain, and shall cause each member of the VS Group to adopt or maintain, leave of absence programs and (ii) VS shall honor, and shall cause each member of the VS Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any VS Participant before the Distribution Date, including such leaves that are to commence on or after the Distribution Date. (g) In the event that the Parties reasonably determine following the Distribution Date that (i) any individual employed outside the United States who is an L Brands Employee has inadvertently become or remained (as applicable) employed by a member of the VS Group due to the operation of transfer of undertakings or similar Applicable Law, the Parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the L Brands Group, and L Brands shall reimburse the applicable members of the VS Group for all compensation, benefits, severance and other employment-related costs incurred by the VS Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who is a VS Employee has inadvertently become or remained (as applicable) employed by a member of the L Brands Group due to the operation of transfer of undertakings or similar Applicable Law, the Parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VS Group, and VS shall reimburse the applicable members of the L Brands Group for all compensation, severance, benefits and other employment-related costs incurred by the L Brands Group members in employing and transferring such individuals.