Common use of Treatment of Business Employees Clause in Contracts

Treatment of Business Employees. (a) Effective as of immediately prior to the Closing, Sellers shall (or shall cause its applicable Affiliates, including any Sellers, to) transfer the employment of each (i) Business Employee, as determined by Parent in good faith, who is employed by a member of the Parent Group from such member to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the Business, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Group designated by Parent; provided, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment of a Business Employee described in clause (i) cannot be transferred to a Transferred Company prior to the Closing because of restrictions imposed by applicable Law or, with respect to each of the Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (A) prior to the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates shall make a written offer of employment to such Business Employee on terms consistent with those applicable to Business Employees generally under this Article VI, which offer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, to cause such Business Employee to accept such offers of employment from and become employed by Purchaser or its applicable Affiliate at the Closing or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A). (b) For the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (such period, the “Continuation Period”), Purchaser shall, or shall cause its Affiliates (including the Transferred Companies) to provide the Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date (each, a “Transferred Employee”) with (i) not less than the same base salary or wage rate as was in effect for the Transferred Employee immediately prior to the Closing as disclosed to Purchaser and (ii) employee benefits, equity and non-equity incentive compensation and fringe benefits that are of substantially comparable value, in the aggregate, as those in effect with respect to the Business Employees immediately prior to the Closing. As of the date hereof, Business Employees who are participants in Parent Group’s Employee Scholar Program shall be eligible to complete their then current semester and one additional semester pursuant to such program, and Parent shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability for tuition and other costs of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any Business Employee following the Closing Date, subject to Purchaser’s obligations under Section 6.3. (c) As of and after the Closing, Purchaser shall, or shall cause the applicable Transferred Company to give each Transferred Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each other employee benefit plan, policy or arrangement, and any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessors, to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior to the Closing; provided, that Purchaser shall also provide prior service credit to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, (ii) with respect to any final average pay defined benefit retirement plan or retiree welfare benefit plan, or (iii) with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation.

Treatment of Business Employees. (a) Effective Subject to applicable Law, effective as of immediately prior to the Closing, Sellers Parent shall (or shall cause its applicable Affiliates, including any SellersSellers (other than the Tata JV Seller), to) ), in good faith and in consultation with Purchaser, transfer the employment of each (i) employee primarily engaged in rendering services in respect of the Business (other than any LTD Employee, as determined by Parent in good faith, ) who is employed by a member of the Parent Group from such member to a Transferred Company designated by Parent Entity and (ii) employee who is not primarily engaged in rendering services in respect of the Business, as determined by Parent in good faith, Business and who is employed by a Transferred Company Entity from such Transferred Company Entity to a member of the Parent Group designated by Parent; provided, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment of a Business Employee an employee described in clause (i) cannot be transferred to a Transferred Company Entity prior to the Closing because of restrictions imposed by applicable Law or, with respect to each of the Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary AgreementLaw, (A) prior to the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates Subsidiaries shall make a written an offer of employment to such Business Employee employee on terms consistent with those applicable to Business Employees generally under this Article VI6 (or, which if no such employing entity exists or there are legal constraints to Purchaser making an offer shall of employment to such employee, arrange for an offer of employment to be effective at the Closing made by a third party as a service provider to Purchaser or such later date as is agreed between its applicable Subsidiary), (B) Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, cooperate to cause such Business Employee employee to accept such offers of employment from and become employed by Purchaser or its applicable Affiliate at Subsidiary at, or as soon as reasonably practicable following, the Closing (or, if no such employing entity exists or there are legal constraints on Purchaser from employing such later date employee, arrange for employment with a third party as is specified a service provider to Purchaser or its applicable Subsidiary) and (C) from and after such employee’s commencement of employment with Purchaser or its applicable Subsidiary (or with a third party as a service provider to Purchaser or its applicable Subsidiary), such employee shall be considered a “Business Employee” for all purposes under this Agreement. Parent and Purchaser shall (or shall cause their respective Affiliates, to) cooperate to use reasonable efforts to comply in all respects with all employee-related notification, information, consultation and co-determination obligations arising under the terms of Transfer Regulations, any applicable Law, any Collective Bargaining Agreement or any other legally enforceable agreement applicable to the applicable employment offer pursuant to clause (A)Business Employees. (b) For Purchaser shall provide or cause to be provided to the Business Employees (other than any Union Employees), (i) during the period commencing on the Closing Date and ending on the later of (A) the first anniversary of the Closing Date and (such periodB) the end of the Continuation Period, the “Continuation Period”), Purchaser shall, or shall cause its Affiliates (including the Transferred Companies) to provide the Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date (each, a “Transferred Employee”) with (i) not less than the same base salary or wage rate as was or cash salary level in effect for the Transferred Employee such Business Employees immediately prior to the Closing as disclosed to Purchaser and (ii) employee benefitsduring the Continuation Period, equity and non-equity incentive compensation (other than eligibility for, or receipt of, equity incentive awards under Parent’s Employee Scholar Program), fringe benefits, perquisites and fringe employee benefits (other than defined benefit pension benefits and post-retirement health and welfare benefits), that are of substantially comparable in value, in the aggregate, as to those in effect with respect to the such Business Employees immediately prior to the Closing; provided that no Business Employee shall participate in any defined benefit pension plan sponsored by Purchaser or any of its Affiliates unless such participation is required pursuant to the terms of a Collective Bargaining Agreement. As Notwithstanding anything to the contrary and solely in accordance with the terms of the date hereofTransition Services Agreement, (A) any Business Employee who, as of immediately prior to the Closing, participates in Parent’s Executive Leased Vehicle Program shall continue to be eligible to participate in such program during the Continuation Period and Purchaser shall bear all liability for the costs of the program in respect of such Business Employees, and (B) during the Continuation Period, Business Employees who are participants were eligible to participate in Parent GroupParent’s Employee Scholar Program shall be eligible immediately prior to complete their then current semester the Closing may continue to enroll and one additional semester participate in courses pursuant to such program, program and Parent Purchaser shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability bear all liability for tuition and other costs of the program in respect of such Business Employees; provided Employees (for the avoidance of doubt, any such Business Employees will not be eligible to receive equity incentive awards in connection with their participation in such program). Purchaser agrees that after the Closing (and no later than March 15, 2016 (assuming the Closing occurs prior to such date), or if the Closing occurs after March 15, 2016, within a reasonable time thereafter), Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating grant 2016 annual equity incentive awards to the Business Employees who were eligible to receive annual equity incentive compensation under the Employee Scholar Program, but in no event to exceed $150,000, pursuant Parent’s program immediately prior to the Transition Services AgreementClosing, to the extent Parent has not granted such awards prior to the Closing, with such Purchaser awards to have a target grant date fair value at least equal to the target grant date fair value of the annual equity incentive awards granted to such eligible Business Employee under Parent’s program in 2015. Nothing contained herein Effective as of January 1, 2017, Purchaser shall cause the Business Employees (other than any Union Employees) to commence participation in the broad-based employee benefit plans, including health and welfare plans, covering, and at levels no less favorable than apply to, similarly situated employees of Purchaser and its Affiliates. Compensation and employee benefits for Union Employees shall be construed provided in accordance with the applicable Collective Bargaining Agreement as in effect from time to prohibit time. For the avoidance of doubt, Purchaser shall not be prohibited by this Section 6.01(b) from terminating the employment of any Business Employee following the Closing Date, subject to Purchaser’s obligations under Section 6.36.03. (c) As of and after Purchaser or its Affiliates shall provide the Closing, Purchaser shall, or shall cause the applicable Transferred Company to give each Transferred Employee Business Employees full credit for all service with Parent or any of its Affiliates (including the Transferred Entities) (or any predecessor employer for which the foregoing credited service) for all purposes under (i) all purposes under any Transferred Company Entity Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each any other employee benefit plan, program, policy or arrangement, arrangement and (iii) any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Business Employees as of and after the Closing by Purchaser or any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessorsAffiliates, to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred CompaniesEntities) under any similar plan, program, policy, arrangement or entitlement immediately prior to the Closing, subject to offsets for previously accrued benefits and to avoid the duplication of benefits; provided, however, that neither Purchaser nor any of its Affiliates shall also be required to provide prior credit for such service credit to the Transferred Employees under applicable Purchaser Plans for (i) level of benefit or benefit accrual purposes to the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, any defined benefit pension plan or (ii) with respect to eligibility under any final average pay frozen defined benefit retirement plan or retiree welfare benefit pension plan, in each case, that is sponsored or maintained by Purchaser or any of its Affiliates, unless such credit is required pursuant to the terms of a Collective Bargaining Agreement (iii) with respect to any plan (A) under which similarly situated employees however, for the avoidance of doubt, Purchaser and its Subsidiaries do not receive Affiliates shall be required to provide credit for prior such service or (B) that is grandfathered or frozen, either with respect to for purposes of the level of benefits benefit accruals under any defined contribution profit-sharing or participationmatching plan).

Treatment of Business Employees. (a) Effective as of immediately prior to the Closing, Sellers the Seller shall (or shall cause its applicable Affiliates, including any Sellers, Affiliate to) transfer the employment of each (i) Business EmployeeEmployee who, as determined by Parent in good faithof immediately prior to the Closing, who is employed by a member the Seller or an Affiliate of the Parent Group Seller that is not a Company or a Subsidiary of any Company from the Seller (or such member Affiliate) to a Transferred Company designated by Parent or a Subsidiary of any such Company, and (ii) employee who is not primarily engaged in rendering services in respect of the Businessa Business Employee and who, as determined by Parent in good faithof immediately prior to the Closing, and who is employed by a Transferred Company or a Subsidiary of a Company from such Transferred Company (or a Subsidiary of such Company) to a member the Seller or an Affiliate of the Parent Group Seller that is not a Company or a Subsidiary of any Company, as designated by Parent; provided, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment of a Business Employee described in clause (i) cannot be transferred to a Transferred Company prior to the Closing because of restrictions imposed by applicable Law or, with Seller. With respect to each of the Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (A) prior to the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates shall make a written offer of employment to such Business Employee on terms consistent with those applicable to Business Employees generally under this Article VI, which offer shall be effective at the Closing or such later date as who is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, to cause such Business Employee to accept such offers of employment from and become employed not covered by Purchaser or its applicable Affiliate at the Closing or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A). (b) For the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (such period, the “Continuation Period”), Purchaser shall, or shall cause its Affiliates (including the Transferred Companies) to provide the Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date a collective bargaining Contract (each, a “Transferred Non-Union Business Employee”) with (i) not less than ), the Buyer shall maintain during the Continuation Period the same base salary or wage rate as was or cash salary level in effect for the Transferred Employee such employee immediately prior to the Closing as disclosed to Purchaser and (ii) employee benefitscompensation, equity and non-equity incentive compensation benefit plans and fringe benefits that are of substantially comparable valuethat, in the aggregate, are of the same or substantially the same value, as those in effect with respect to the Business Employees immediately prior to the Closing. As ; provided, that with respect to any equity-based or cash-based incentive compensation and benefit programs, Buyer shall provide during the Continuation Period benefits that are substantially of the date hereofsame value, Business Employees who are participants in Parent Group’s Employee Scholar Program shall be eligible to complete their then current semester and one additional semester pursuant to such programall material respects, and Parent Buyer shall otherwise cause have the Employee Scholar Program sole discretion to be closed for new participation by determine cash and equity components of such benefits. The Buyer will also recognize each Business Employees. Parent shall be fully responsible for administering Employee’s seniority date with the Employee Scholar Program Company Group under its compensation and retain fringe benefit programs (where such date is relevant) consistent with the Liability for tuition and other costs Buyer’s treatment of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%Buyer’s employees generally. Notwithstanding the foregoing, the Buyer shall not be prohibited by this Section 6.2(a) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any Business Employee following the Closing DateDate (it being understood that Business Employees will all be at-will unless such Business Employees have employment agreements for a fixed employment term), subject subject, however, to Purchaserthe Buyer’s obligations under Section 6.3. 6.2(d) and Section 6.2(l). Benefits and compensation for employees subject to a collective bargaining Contract (ceach, a “Union Business Employee”) As of and after the Closing, Purchaser shall, or shall cause be provided in accordance with the applicable Transferred Company to give each Transferred Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, Contract and (ii) purposes of eligibility subsequent negotiations between the Buyer and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each other employee benefit plan, policy or arrangement, and any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessors, to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior to the Closing; provided, that Purchaser shall also provide prior service credit to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, (ii) with respect to any final average pay defined benefit retirement plan or retiree welfare benefit plan, or (iii) with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participationcollective bargaining representatives.

Treatment of Business Employees. (a) Effective The Purchased Subsidiary Employees, and any Business Employees whose employment transfers to Buyer or its Affiliates on or after the Closing Date in accordance with the next sentence, are referred to collectively herein as of immediately prior “Transferred Employees”. Prior to the ClosingClosing Date, Sellers Seller shall (or shall cause one of its applicable Affiliates, including any Sellers, Affiliates to) transfer the employment of each (i) Business Employee, as determined by Parent in good faith, Employee who is employed Employed by Seller or a member of the Parent Group from such member Retained Subsidiary to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the BusinessPurchased Subsidiary; provided that, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Group designated by Parent; provided, that to the extent that Parent if Seller reasonably determines in good faith and in consultation with Purchaser that the employment of a any such Business Employee described in clause (i) cannot be transferred to a Transferred Company Purchased Subsidiary prior to the Closing Date because of restrictions imposed by applicable Applicable Law or(each such employee, with respect to each of the a “Seller Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business EmployeesEmployee”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (Aa) prior to the Closing Buyer shall (or prior to such later date as provided below) Purchaser or shall cause one of its Affiliates shall to) make a written an offer of employment to such Seller Business Employee on terms consistent with those applicable to Business Transferred Employees generally under this Article VI9, which offer (b) Seller and Buyer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, cooperate to cause such Seller Business Employee to accept such offers of employment from and become employed by Purchaser Buyer or one of its applicable Affiliate at the Closing Affiliates on, or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A). (b) For the period commencing on soon as reasonably practicable following, the Closing Date and ending on the first anniversary (c) from and after such Seller Business Employee’s commencement of the Closing Date (employment with Buyer and its Affiliates, such period, the “Continuation Period”), Purchaser shall, Seller Business Employee shall be considered a Transferred Employee for all purposes under this Agreement. Seller shall be solely responsible for all severance and any other payments or shall cause its Affiliates (including the Transferred Companies) benefits with respect to provide the any Purchased Subsidiary Employees or Seller Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date (each, a “Transferred Employee”) with (i) not less than the same base salary or wage rate as was in effect for the Transferred Employee immediately terminate employment prior to the Closing as disclosed to Purchaser and (ii) employee benefits, equity and non-equity incentive compensation and fringe benefits that are and/or who reject an offer of substantially comparable value, in employment with the aggregate, as those in effect with respect to Buyer or the Business Employees immediately prior to the Closing. As of the date hereof, Business Employees who are participants in Parent Group’s Employee Scholar Program shall be eligible to complete their then current semester and one additional semester pursuant to such program, and Parent shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability for tuition and other costs of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any Business Employee following the Closing Date, subject to Purchaser’s obligations under Section 6.3Purchased Subsidiaries. (c) As of and after the Closing, Purchaser shall, or shall cause the applicable Transferred Company to give each Transferred Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each other employee benefit plan, policy or arrangement, and any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessors, to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior to the Closing; provided, that Purchaser shall also provide prior service credit to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, (ii) with respect to any final average pay defined benefit retirement plan or retiree welfare benefit plan, or (iii) with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation.

Treatment of Business Employees. Within two (a) Effective as of immediately prior to the Closing, Sellers shall (or shall cause its applicable Affiliates, including any Sellers, to) transfer the employment of each (i2) Business Employee, as determined by Parent in good faith, who is employed by a member of the Parent Group from such member to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the Business, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Group designated by Parent; provided, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment of a Business Employee described in clause (i) cannot be transferred to a Transferred Company prior to Days following the Closing because of restrictions imposed by applicable Law or, with respect to each of the Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (A) prior to the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates shall make a written offer of employment to such Business Employee on terms consistent with those applicable to Business Employees generally under this Article VI, which offer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, to cause such Business Employee to accept such offers of employment from and become employed by Purchaser or its applicable Affiliate at the Closing or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A). (b) For the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (such period, the “Continuation Period”)Date, Purchaser shall, or shall cause one of its Affiliates to, extend offers of employment effective as of a date within five (including 5) Business Days after the Transferred Companiesdate of such offer (the “Employment Commencement Date”) to provide the those Business Employees who continue to be employed with identified as an “Initial Business Employee” on Section 5.2(a) of the Purchaser or its Affiliates after Disclosure Schedule (collectively, the Closing Date (each“Initial Business Employees”), a “Transferred Employee”) with (i) not less than the same which offers to each such employee shall include annual base salary or base wage rate as was that is equal to the base salary or base wage rate, and other compensation, including short-term cash bonus incentive compensation opportunities, but excluding any profit-sharing, long-term retention, incentive or equity programs, that is no less favorable in effect for the Transferred Employee aggregate than the other compensation, in each case, provided to such employee by the Sellers immediately prior to the Closing as disclosed to Purchaser and Date (ii) employee benefitscollectively, equity and non-equity incentive compensation and fringe benefits that are of substantially comparable value, in the aggregate, as those in effect with respect “Base Line Employment Terms”). Notwithstanding anything to the Business Employees immediately prior contrary herein, the Base Line Employment Terms shall not include increases in compensation granted to the Closing. As of the date hereof, Business Employees who are participants in Parent Group’s Employee Scholar Program shall be eligible to complete their then current semester and one additional semester pursuant to such program, and Parent shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability for tuition and other costs of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any applicable Business Employee following between January 1, 2013 and the Closing Date, subject to except as set forth in Section 5.2(a) of the Purchaser Disclosure Schedule. Each Key Employee, and each Initial Business Employee who accepts Purchaser’s obligations under offer of employment pursuant to this Section 6.35.2(a) within five (5) Business Days following Purchaser’s offer of employment and who commences employment with Purchaser or its Affiliate effective as of the date set forth in such offer, shall be referred to herein as a “Transferred Business Employee. ” In the event that any such Initial Business Employee rejects or does not accept Purchaser’s offer of employment within five (c5) As of and after the ClosingBusiness Days following Purchaser’s offer thereof, Purchaser shall, or shall cause the applicable Transferred Company to give each Transferred Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each other employee benefit plan, policy or arrangement, and any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or any one of its Affiliates to promptly extend offers of employment effective as of a date within five (5) Business Days after the date of such offer to those Business Employees identified as a “Substitute Employee” on Section 5.2(a) of the Purchaser PlansDisclosure Schedule opposite the name of the Initial Business Employee who rejected or failed to accept Purchaser’s offer of employment within five (5) Business Days following Purchaser’s offer thereof (each, a “Substitute Business Employee”), for which offers shall include the Base Line Employment Terms of such employees. Each Substitute Business Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.2(a) within five (5) Business Days following Purchaser’s offer thereof and who commences employment with Purchaser or its Affiliate effective as of the date set forth in such offer shall be referred to herein as a “Transferred Business Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) .” The Sellers and their respective predecessorsAffiliates shall cooperate with and use their commercially reasonable efforts to make reasonably accessible to Purchaser any Initial Business Employee or Substitute Business Employee and to assist Purchaser in its efforts to secure satisfactory employment terms with any such employee. Except as provided in this Section 5.2(a), to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior to the Closing; provided, that Purchaser shall also provide prior service credit have no obligation to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to the same extent that similarly situated employees extend offers of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, (ii) with respect employment to any final average pay defined benefit retirement plan employee or retiree welfare benefit plan, other service provider of the Sellers or (iii) with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participationtheir respective Affiliates.

Treatment of Business Employees. (a) Effective The Purchased Subsidiary Employees, and any Business Employees whose employment transfers to Buyer or its Affiliates on or after the Closing Date in accordance with the next sentence, are referred to collectively herein as of immediately prior “Transferred Employees”. Prior to the ClosingClosing Date, Sellers Seller shall (or shall cause one of its applicable Affiliates, including any Sellers, Affiliates to) transfer the employment of each (i) Business Employee, as determined by Parent in good faith, Employee who is employed Employed by Seller or a member of the Parent Group from such member Retained Subsidiary to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the BusinessPurchased Subsidiary; provided that, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Group designated by Parent; provided, that to the extent that Parent if Seller reasonably determines in good faith and in consultation with Purchaser that the employment of a any such Business Employee described in clause (i) cannot be transferred to a Transferred Company Purchased Subsidiary prior to the Closing Date because of restrictions imposed by applicable Applicable Law or(each such employee, with respect to each of the a “Seller Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business EmployeesEmployee”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (Aa) prior to the Closing Buyer shall (or prior to such later date as provided below) Purchaser or shall cause one of its Affiliates shall to) make a written an offer of employment to such Seller Business Employee on terms consistent with those applicable to Business Transferred Employees generally under this Article VI‎‎Article 9, which offer (b) Seller and Buyer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, cooperate to cause such Seller Business Employee to accept such offers of employment from and become employed by Purchaser Buyer or one of its applicable Affiliate at the Closing Affiliates on, or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A). (b) For the period commencing on soon as reasonably practicable following, the Closing Date and ending on the first anniversary (c) from and after such Seller Business Employee’s commencement of the Closing Date (employment with Buyer and its Affiliates, such period, the “Continuation Period”), Purchaser shall, Seller Business Employee shall be considered a Transferred Employee for all purposes under this Agreement. Seller shall be solely responsible for all severance and any other payments or shall cause its Affiliates (including the Transferred Companies) benefits with respect to provide the any Purchased Subsidiary Employees or Seller Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date (each, a “Transferred Employee”) with (i) not less than the same base salary or wage rate as was in effect for the Transferred Employee immediately terminate employment prior to the Closing as disclosed to Purchaser and (ii) employee benefits, equity and non-equity incentive compensation and fringe benefits that are and/or who reject an offer of substantially comparable value, in employment with the aggregate, as those in effect with respect to Buyer or the Business Employees immediately prior to the Closing. As of the date hereof, Business Employees who are participants in Parent Group’s Employee Scholar Program shall be eligible to complete their then current semester and one additional semester pursuant to such program, and Parent shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability for tuition and other costs of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any Business Employee following the Closing Date, subject to Purchaser’s obligations under Section 6.3Purchased Subsidiaries. (c) As of and after the Closing, Purchaser shall, or shall cause the applicable Transferred Company to give each Transferred Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each other employee benefit plan, policy or arrangement, and any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessors, to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior to the Closing; provided, that Purchaser shall also provide prior service credit to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, (ii) with respect to any final average pay defined benefit retirement plan or retiree welfare benefit plan, or (iii) with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation.

Treatment of Business Employees. (a) Effective as of immediately At or prior to the Closing, Sellers shall (or shall cause its their applicable Affiliates, including any Sellers, Affiliates to) use their reasonable best efforts to transfer the employment of each (i) Business Employee, as determined by Parent in good faith, Employee who is not employed by a member of the Parent Transferred Group from such member to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the Business, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Transferred Group designated by Parent; provided(it being understood that any resignation, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment death or disability of a Business Employee described shall not be deemed to be a breach of this sentence). For a period of one year following the Closing, Purchaser shall provide, or shall cause to be provided, to each Business Employee who remains employed in clause the Business (i) cannot be transferred to a Transferred Company prior base compensation and target bonus opportunities that, in each case, are no less favorable than were provided to the Business Employee immediately before Closing because and (ii) all other benefits that are no less favorable in the aggregate than were provided to the Business Employee immediately before the Closing. Notwithstanding any other provision of restrictions imposed by applicable Law or, with respect this Agreement to the contrary: (i) Purchaser shall or shall cause the Transferred Group to provide to each of Business Employee whose employment terminates during the Business Employees associated with one-year period following the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant Closing severance benefits at least equal to the Chinese Asset Purchase Agreement does not become effective at severance benefits for which other similarly situated employees of Purchaser are eligible from time to time, and (ii) during such one-year period following the Closing, then, subject severance benefits offered to each Business Employee shall be determined without taking into account any applicable terms and conditions as are specified in any Ancillary Agreement, (A) prior to reduction after the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates shall make a written offer of employment in compensation paid to such Business Employee on terms consistent with those applicable to Business Employees generally under this Article VI, which offer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, to cause such Business Employee to accept such offers of employment from and become employed by Purchaser or its applicable Affiliate at the Closing or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A)Employee. (b) For the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (such period, the “Continuation Period”), Purchaser shall, or shall cause its Affiliates all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the Transferred Companies) employee benefit plans of Purchaser and its Subsidiaries providing benefits to provide the any Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date (eachthe “New Plans“), a “Transferred Employee”) each Business Employee shall be credited with (i) not less than his or her years of service with Sellers and their Subsidiaries and their respective predecessors before the Closing, to the same base salary extent as such Business Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Business Employee participated or wage rate as was in effect for the Transferred Employee eligible to participate immediately prior to the Closing as disclosed to Purchaser and (ii) employee benefits, equity and non-equity incentive compensation and fringe benefits except that are of substantially comparable value, in the aggregate, as those in effect with respect to the Business Employees immediately prior to the Closing. As of the date hereof, Business Employees who are participants in Parent Group’s Employee Scholar Program no such credit shall be eligible to complete their then current semester and one additional semester pursuant to such program, and Parent shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability for tuition and other costs of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any Business Employee following the Closing Date, subject to Purchaser’s obligations under Section 6.3. (c) As of and after the Closing, Purchaser shall, or shall cause the applicable Transferred Company to give each Transferred Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to vacation and paid time off policies and severance benefits, benefit accrual) under each other employee benefit plan, policy or arrangement, and any other service-based or seniority-based entitlement, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service prior to the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessors, to the same extent such service is recognized by a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior to the Closing; provided, that Purchaser shall also provide prior service credit to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to under any defined benefit plan); provided that the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit foregoing shall not be given (i) apply to the extent that it its application would result in a duplication of benefits for benefits. In addition, and without limiting the same period generality of servicethe foregoing, (i) each Business Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Business Employee participated immediately before the Closing (such plans, collectively, the “Old Plans“) and (ii) with respect for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any final average pay defined benefit retirement Business Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Sellers or their Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or retiree welfare benefit plan, or (iii) her covered dependents for the applicable plan year as if such amounts had been paid in accordance with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participationsuch New Plan.

Treatment of Business Employees. (a) Effective Prior to the Closing, Purchaser agrees to make an offer of employment to all of the Identified Employees (the Identified Employees receiving offers, collectively, the “Offered Employees”), pursuant to Identified Employment Letters. Each such offer in the Identified Employment Letters shall (i) be effective as of the first Business Day after the Closing (the “Hire Date”), (ii) provide for compensation, employee benefits (including Code Section 401(k) plan participation), and such other terms to such Offered Employees pursuant to employee benefit plans offered to employees of Purchaser consistent, in the aggregate, with those offered to similarly situated employees of Purchaser and (iii) provide for base pay to each Offered Employee that is no less than that paid by the Seller Parties as of the Closing and an annual target bonus opportunity that is no less than that provided by Seller’s annual bonus plan in effect immediately prior to the Closing, Sellers shall (or shall cause . Seller gives its applicable Affiliates, including any Sellers, to) transfer the employment of each (i) Business Employee, as determined by Parent in good faith, who is employed by a member of the Parent Group from such member full authorization and consent for Purchaser to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the Business, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Group designated by Parent; provided, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment of a Business Employee described in clause (i) cannot be transferred to a Transferred Company prior to the Closing because of restrictions imposed by applicable Law or, with respect to each of the Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (A) prior to the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates shall make a written offer of employment to such Business Employee on terms consistent with those applicable to Business Employees generally under this Article VI, which offer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, to cause such Business Employee to accept such offers of employment from to the Offered Employees and the Offered Employees to accept and commence employment with Purchaser on the Hire Date, at which xxxx Xxxxxx shall terminate the employment of such Offered Employees. All Offered Employees who accept employment with Purchaser will become employed by employees of Purchaser or its applicable Affiliate at the Closing or such later date effective as is specified under the terms of the applicable Hire Date (each, a “Hired Employee”). Offered Employees who do not accept employment offer pursuant to clause with Purchaser will not become employees of Purchaser (Acollectively, the “Non-Hired Employees”). (b) For Seller shall be solely responsible for all Liabilities (including severance pay) relating to the period commencing Non-Hired Employees and as a result of the termination of employment with Seller of any of the Non-Hired Employees, if applicable. Seller shall cause to be paid out to all Non-Hired Employees all severance payments due (if any) in connection with such termination and all accrued vacation time as of the Closing Date. Seller shall provide all notices and COBRA continuation coverage to the all Offered Employees who reject an offer with Purchaser or Seller and each other Business Employee whose employment with Seller terminates on the Closing Date pursuant to Part 6 of Subtitle B of Title I of ERISA and ending on the first anniversary Section 4980B of the Closing Date (such period, the “Continuation Period”), Purchaser shall, or shall cause its Affiliates (including the Transferred Companies) to provide the Business Employees who continue to be employed with the Purchaser or its Affiliates after the Closing Date (each, a “Transferred Employee”) with (i) not less than the same base salary or wage rate as was in effect for the Transferred Employee immediately prior to the Closing as disclosed to Purchaser and (ii) employee benefits, equity and non-equity incentive compensation and fringe benefits that are of substantially comparable value, in the aggregate, as those in effect with respect to the Business Employees immediately prior to the Closing. As of the date hereof, Business Employees who are participants in Parent Group’s Employee Scholar Program shall be eligible to complete their then current semester and one additional semester pursuant to such program, and Parent shall otherwise cause the Employee Scholar Program to be closed for new participation by Business Employees. Parent shall be fully responsible for administering the Employee Scholar Program and retain the Liability for tuition and other costs of the program in respect of such Business Employees; provided that Purchaser will reimburse Parent for fifty percent (50%) of the tuition and other costs relating to the Business Employees under the Employee Scholar Program, but in no event to exceed $150,000, pursuant to the Transition Services Agreement. Nothing contained herein shall be construed to prohibit Purchaser from terminating the employment of any Business Employee following the Closing Date, subject to Purchaser’s obligations under Section 6.3Code. (c) As of and after the On or prior to Closing, Purchaser shallthe Seller Parties shall pay an appropriate amount, or shall cause the applicable Transferred Company according to give Company’s customary past practice, to each Transferred Hired Employee full credit for (i) all purposes under any Transferred Company Benefit Plans, and (ii) purposes of eligibility and vesting (and, with respect to his or her then-accrued vacation and paid time off policies and severance benefitstime, benefit accrual) under each other employee benefit plan, policy or arrangement, accrued sick leave and any other serviceaccrued but unpaid commissions or bonuses. (d) Seller and Purchaser shall utilize the standard procedure set forth in Revenue Procedure 2004-based or seniority-based entitlement53 with respect to wage withholding for Hired Employees. (e) Seller agrees that it shall not, in each case maintained or made available for the benefit of Transferred Employees as of and after the Closing by Purchaser or at any of its Affiliates (the “Purchaser Plans”), for such Transferred Employee’s service time prior to the 18 month anniversary of the Closing with a Seller and its applicable Affiliates (including the Transferred Companies) and their respective predecessorsDate, directly or indirectly, encourage any Identified Employee then providing services to the same extent Purchaser to terminate his/her ongoing employment with the Purchaser, or solicit such service is recognized by an individual for employment outside the Purchaser in a Seller and its applicable Affiliates (including the Transferred Companies) immediately prior manner which would terminate or diminish such employee’s services to the Closing; provided, that Purchaser shall also provide prior service credit to the Transferred Employees under applicable Purchaser Plans for benefit accrual purposes to the same extent that similarly situated employees of Purchaser are credited with prior service under such Purchaser Plans; and provided further that such credit shall not be given (i) to the extent that it would result in a duplication of benefits for the same period of service, (ii) with respect to any final average pay defined benefit retirement plan or retiree welfare benefit plan, or (iii) with respect to any plan (A) under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participationPurchaser.