Transition of Personnel. (a) During the 10-day period commencing with the parties' execution and delivery of this Agreement, Buyer shall extend to each of the persons identified in Exhibit A hereto (each a "Service Business Worker;" collectively, the "Service Business Workers") written offers of employment requiring written acceptance thereof within five days of receipt of the employment offer. On or before the Closing Date, Buyer shall deliver to Seller a written notice setting forth the identity of each Service Business Worker who has accepted Buyer's employment offer.
(b) In the event that less than 80 percent of the Service Business Workers designated in Exhibit A as technicians and/or less than 80 percent of the Service Business Workers designated in Exhibit A as members of the TAC Support Group have accepted Buyer's offer of employment, an "emergency period" of 60 days will commence on the Closing Date, during which:
(i) Seller and Buyer shall jointly prepare and implement, as soon as practicable, a plan of reallocation of resources, drawing personnel (if available) from Buyer and its affiliates and, where necessary, from Seller and its affiliates to: (a) perform the functions associated with employment positions not accepted by Service Business Workers (the "Shortfall Positions"); and (b) provide technical training to replacement personnel designated by Buyer. Seller will bear all compensation, travel, training and related expenses incurred by Seller during the emergency period.
(ii) Seller shall provide to Buyer, at no cost to Buyer, the additional on-site service, support and management assistance, together with Seller's regional and global assistance center resources, all as necessary and appropriate to prevent or alleviate customer concerns regarding the operation of the Service Business.
(iii) Seller will cooperate with Buyer to recruit replacement personnel for the Shortfall Positions and shall bear 50 percent of expenses incurred by the parties in connection therewith.
(c) In the event that less than 60 percent of the Service Business Workers designated in Exhibit A as technicians and/or less than 60 percent of the Service Business Workers designated in Exhibit A as members of the TAC Support Group have accepted Buyer's offer of employment, the emergency period referred to in subsection (b) above shall be extended for an additional 60 days (120 days in the aggregate).
Transition of Personnel. As of the Termination Date, Allin will offer ----------------------- employment to those EDS employees listed in Schedule 3 (each, an "Employee ---------- Offeree") in accordance with Allin's normal employment policies; provided, however, that Allin acknowledges and agrees that EDS may, in its sole and absolute discretion, offer employment to any such Employee Offeree. In connection with the making of such offers of employment, it is the expectation of Allin and EDS that Allin will recognize and give credit for the respective years of service at EDS of each of the Employee Offerees for purposes of establishing the following benefits for the Employee Offerees at Allin; (i) Vacation; (ii) Eligibility for early retirement; (iii) Vesting in Allin's Retirement Plan, but not for determining the value of any Employee Offeree's accrued benefits under Allin's Retirement Plan, which value will be based upon the period of time that Allin actually employs an Employee Offeree; and (iv) Short-term and long-term disability. EDS will cooperate with Allin in connection with the making by EDS of the offers of employment contemplated by this Section 3 and the distribution of employment information to the Employee --------- Offerees. Allin and EDS each agree to indemnify and defend the other and to hold the other harmless from any and all claims, actions, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys' fees and expenses (collectively, "Claims"), arising out of, under or in connection with an act or omission of the indemnitor in its capacity as an employer of a person and arising out of or relating to (A) federal, state or other laws or regulations for the protection of persons who are members of a protected class or category of persons, (B) sexual discrimination or harassment, (C) work related injury or death, (D) accrued employee benefits not expressly assumed by the indemnitee and (E) any other aspect of the employment relationship or its termination (including but not limited to claims for breach of an express or implied contract of employment) and which, in all such cases, arose when the person asserting the claim, demand, charge, actions, cause of action or other proceeding was or purported to be an employee of the indemnitor.
Transition of Personnel. Within one week after the Effective Date, EDS will offer employment to the data processing employees of Del Monte identified in Schedule 2.1(b) (the "Transitioned Employees") in accordance with EDS' normal employment policies as stated in Section IX-3 of the Response, except as modified by the special considerations listed below, which employment will be effective with respect to each Transitioned Employee on the date specified on Schedule 2.1(b) for such Transitioned Employee. EDS will offer employment to the members of the Del Monte Management Cadre in accordance with EDS' normal employment policies as stated in Section IX-3 of the Response except as modified by the special considerations listed below, at such time, if any, that Del Monte discontinues the Management Cadre. Until such time, if any, that Del Monte discontinues the Management Cadre, EDS will not seek to employ or otherwise disrupt the employment relationship between Del Monte and the staff of the Del Monte Management Cadre or between Del Monte and any other employee of Del Monte. The following special considerations will apply to the offer of employment of Transitioned Employees and the offer of employment, if any, to the Del Monte Management Cadre:
(i) Each of the Transitioned Employees will be offered employment with EDS at his or her salary (including any applicable shift differentials) as of the Effective Date. Each member of the Del Monte Management Cadre will be offered employment with EDS at his or her salary as of the date of the offer of employment by EDS.
(ii) EDS will waive its normal pre-employment drug testing requirement with respect to the Transitioned Employees and the Del Monte Management Cadre.
(iii) Each Transitioned Employee and each member of the Del Monte Management Cadre will be given credit for his or her previous years of service with Del Monte for purposes of vesting (but not accrual) of EDS' normal retirement plan benefits.
(iv) EDS will waive its two-year waiting period regarding dependent health coverage for the Transitioned Employees and the Del Monte Management Cadre.
(v) EDS will waive all waiting periods under EDS' health plan for any pre-existing conditions which are normally covered by such health plan.
(vi) EDS will credit 1992 year-to-date medical deductibles of the Transitioned Employees toward 1992 deductibles under EDS' health plan. EDS will credit the year-to-date medical deductibles of each member of the Del Monte Management Cadre for the calendar y...
Transition of Personnel. 6.7.1 Those Customer employees who have been offered employment by Supplier (contingent upon the execution and delivery of this Master Agreement), and those who have accepted such employment, are identified on Attachment 6.7. With respect to any Customer employee identified on Attachment 6.7 who on the Effective Date is in a leave status, including without limitation on medical, family, disability, industrial or sick leave, such employee shall be employed effective on return from such leave, subject to all of Supplier's standard conditions of employment. All Customer employees who accept Supplier's offer of employment and begin work with Supplier are herein referred to as "Transferred Employees." Each such Transferred Employee's "Employment Date" shall be the same date as the Effective Date or the business day following the last day of such Transferred Employee's leave, as applicable. Except for employees performing functions (for example, the data center) that are relocated outside of the area, Supplier shall retain each Transferred Employee at Customer's site for at least twelve (12) months following the Effective Date (except for terminations due to unacceptable performance or moral turpitude). Notwithstanding the foregoing, if, during the first twelve (12) months of the Term, Customer reduces the volume of units purchased for any Service by more than 20% below the Baseline for that Service for any consecutive three months then the Parties shall work in good faith to develop a mutually acceptable alternative to address the financial impact. Thereafter, if there are not positions available for such Transferred Employees at Customer sites, Supplier shall offer to such Transferred Employees the opportunity to apply for comparable available employment opportunities within Supplier's business on the same basis as Supplier's other employees. Nothing herein is intended to make any Transferred Employee of any Party a third party beneficiary of this Master Agreement.
Transition of Personnel. The Parties shall cooperate in good faith and shall use commercially reasonable efforts to facilitate the transition of the Transition Personnel, including but not limited to: (i) communicating the logistics of such transition to the affected personnel, (ii) coordinating the logistics of offer letters to Potential Transition Personnel and resignations from Atari by Transition Personnel and (iii) adopting reasonably appropriate resolutions to any contractual or other legal consequences triggered by the transition process. Upon completion of the transition, the Transition Personnel are released by Atari from any non-compete, non-solicitation, confidentiality solely to the extent that such restrictions will restrict the ability of such personnel to be employed by Atari Interactive as described herein. In the event that any Potential Transition Personnel either (x) ceases to be an employee of Atari prior to the Effective Date for whatever reason or (y) declines to accept Atari Interactive’s offer of employment, such individual shall not be considered to be Transition Personnel. Any liability for severance, employee benefits (see Section 8 below), visa fees, etc., if any, related to Transition Personnel, as Atari Interactive employees only, shall become the sole responsibility and liability of Atari Interactive following the Effective Date. Except as set forth below, Atari shall remain responsible for all such costs, if any, related to Transition Personnel for the period prior to the Effective Date and for Potential Transition Personnel who do not become Transition Personnel. Atari Interactive and IESA shall be responsible for the payment of 50% of the accrued vacation amount payable to the Transition Personnel with respect to vacation accrued during their employment with Atari. Such payment shall be made by Atari Interactive to Atari on the Effective Date or as part of the next regularly scheduled Atari payroll disbursement, whichever occurs later. To the extent legally permissible and materially feasible, for the purposes of participation in employee plans, benefits, etc. the tenure of each Transition Personnel shall be deemed to have commenced on the first day of such respective Transition Personnel’s employment with Atari.
Transition of Personnel. The Parties intend that all of the GPI personnel performing functions similar to the Designated Services (other than those GPI employees that GPI has notified Pxxxx Systems that GPI will retain) will be transitioned to the employment of Pxxxx Systems on January 1, 2008, subject to their successful completion of Pxxxx Systems’ employment procedures relating to drug screening and background checks. The terms and conditions associated with such employee transition are set forth in Schedule 9.1.
Transition of Personnel. It is the intent of the Parties that substantially all of the personnel currently employed by SRP and who spend the majority of their time providing asset management or operations and maintenance services to the Excluded Entities, including, for sake of clarity, all current employees of the Excluded Entities, will transition to become employees, subject to SunEdison’s discretion, of SunEdison or its subsidiaries. In furtherance of the foregoing, SunEdison (i) acknowledges that it intends to make offers of employment, in SunEdison’s sole discretion, to each of the foregoing individuals that SunEdison desires to hire, which offers shall provide for compensation and benefits that are substantially similar to than those currently provided and (ii) agrees that it shall be responsible for the payment of all severance obligations in favor of any employees of the Excluded Entities that arise after the Acquisition Closing.
