Common use of Treatment of Employees Clause in Contracts

Treatment of Employees. Effective as of immediately prior to and contingent upon the Closing, Purchaser shall offer employment commencing as of the Closing to each Employee on terms and conditions consistent with this Section 5.6(a) to each Employee who passes Purchaser's pre-employment screening process (including verification of legal ability to work in the United States of America). Each Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.6(a), shall be referred to herein as a “Transferred Employee.” With respect to each Transferred Employee, Purchaser shall maintain, for the period of twelve (12) months immediately following the Closing Date (the “Continuation Period”), the same base wage or base cash salary level in effect for such Transferred Employee immediately prior to the Closing as set forth on Section 3.15(b) of the Seller Disclosure Schedules and the offer of employment from Purchaser to each Employee shall include a retention bonus equal to six percent (6%) of such Employee’s annualized cash compensation as in effect immediately prior to the Closing (the aggregate of such amounts actually paid by Purchaser for all Transferred Employees, the “Retention Bonus Amount”) payable on the sixtieth (60th) day following the Closing Date, provided the Transferred Employee is employed by Purchaser on such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that the Retention Bonus Amount has been paid in full satisfaction of Purchaser’s obligations under the immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to similarly situated employees of the Purchaser; provided that the Employees will be provided with severance benefits during the Continuation Period that are no less favorable than those set forth in Section 5.6(a) of the Seller’s Disclosure Schedule. Purchaser will recognize each Transferred Employee’s seniority date with the Seller or other Affiliate of Seller under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generally. The foregoing notwithstanding, Purchaser shall not be prohibited by this Section 5.6(a) from terminating the employment of any Transferred Employee following the Closing Date. As of and after the Closing and provided that Seller cooperates reasonably in timely providing information needed to effectuate the same, Purchaser shall provide to each Transferred Employee full credit for seniority for all purposes under any benefit plan, policy, program or arrangement that is offered by Purchaser to such Transferred Employees, in each case maintained for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior to the Closing with Seller or any of its Affiliates. Unless an Employee(s) is terminated for cause by Seller in its discretion, the Employees shall remain employed by Seller up through and including the Closing, and Seller shall have no obligation to terminate the employment of any Transferred Employee prior to the effective time of a Transferred Employee’s employment with Purchaser.

Treatment of Employees. Effective as of immediately prior to and contingent upon (a) Xxxxxx or the Closing, Purchaser shall offer employment commencing effective as of the Closing Date to each Employee all employees of the Seller (the "Transferred Employees") on terms and conditions consistent with this Section 5.6(ato be prescribed by the Purchaser. The Seller shall terminate the employment of all the Seller's employees, including the Transferred Employees, as of the Closing Date. (b) to each Employee who passes Purchaser's pre-employment screening process (including verification of legal ability to work in Except as set forth below, the United States of America). Each Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.6(a), Purchaser shall be referred responsible for all wages and other benefits of Transferred Employees arising after the Closing Date relating to herein as a “the employment by the Purchaser of any Transferred Employee.” With respect (c) Nothing contained in this Section 7.10 shall limit the at-will nature of the employment of the Transferred Employees or the right of Xxxxxx or the Purchaser to each Transferred Employee, Purchaser shall maintain, for the period alter or terminate any Employee Benefit Plan. (d) Schedule 7.10(d) sets forth a complete and accurate list of twelve all qualified beneficiaries receiving COBRA continuation coverage under Seller's health and dental insurance plans (12"Health Plans") months immediately following as of the Closing Date (the “Continuation Period”"Current COBRA Recipients"). (e) From May 4, 2002 through May 31, 2002, the same base wage or base cash salary level in effect for such Transferred Employee immediately prior to the Closing as set forth on Section 3.15(b) of the Seller Disclosure Schedules and the offer of employment from Purchaser to each Employee shall include a retention bonus equal to six percent (6%) of such Employee’s annualized cash compensation as in effect immediately prior to the Closing (the aggregate of such amounts actually paid by Purchaser for all Transferred Employees, the “Retention Bonus Amount”) payable on the sixtieth (60th) day following the Closing Date, provided the Transferred Employee is employed by Purchaser on such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that pay the Retention Bonus Amount has been paid in full satisfaction of Purchaser’s obligations under the immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to similarly situated employees of the Purchaser; provided that the Employees will be provided with severance benefits during the Continuation Period that are no less favorable than those set forth in Section 5.6(a) premium payment of the Seller’s Disclosure Schedule. Purchaser will recognize each Transferred Employee’s seniority date 's Health Plans in accordance with the terms and provisions of the Health Plans (the "May Health Plan Premium"). Seller or other Affiliate shall continue to maintain in effect its Health Plans until May 31, 2002 (i) for benefit of Seller under its compensation Transferred Employees who are employed as newly hired employees by the Purchaser and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generally. The foregoing notwithstanding, Purchaser shall not be prohibited by this Section 5.6(a) from terminating who were enrolled in Seller's Health Plans on the employment of any Transferred Employee following day before the Closing Date. As of Date and after the Closing and provided that Seller cooperates reasonably in timely providing information needed to effectuate the same, Purchaser shall provide to each Transferred Employee full credit for seniority for all purposes under any benefit plan, policy, program or arrangement that is offered by Purchaser to such Transferred Employees, in each case maintained (ii) for the benefit of Current COBRA Recipients. The Seller shall permit such Transferred Employees and COBRA Recipients to continue to be covered under Seller's Health Plans until May 31, 2002 and shall accept employee self-pay contributions to any Cafeteria/ Internal Revenue Code Section 125 components of Seller's Health Plans through payroll deductions from wages earned by Transferred Employees as employees of and after the Closing by Purchaser during the month of May 2002. The Seller shall not make any statement or any of its Affiliates, for representation to such Transferred Employee’s service prior Employees with respect to the Closing with Seller or tax treatment (including but not limited to the exclusion from taxable gross wages) of employee contributions to the Seller's Health Plans during the month of May 2002. (f) The Purchaser shall make available COBRA continuation coverage under its health plans to the COBRA Recipients and any Transferred Employee terminated by the Purchaser for the balance of its Affiliatestheir COBRA coverage period. Unless an Employee(s) is terminated for cause by Seller in its discretion, the Employees shall remain employed by Seller up through and including the Closing, and Seller Buyer shall have no obligation to terminate provide COBRA continuation coverage under its health plans to any other COBRA qualified beneficiaries of Seller. Subject to compliance with Applicable Law, Seller agrees to provide information regarding the employment of any Transferred Employee prior to COBRA Recipients reasonably requested by the effective time of a Transferred Employee’s employment with PurchaserPurchaser or Xxxxxx.

Treatment of Employees. Effective No later than ten (10) Business Days prior to, and effective as of immediately prior to and contingent upon upon, the ClosingClosing Date, Purchaser Buyer shall offer to each Employee who is then employed by Seller employment commencing as of the Closing Date as an “at will” employee similarly situated with compensation and benefits comparable to each those provided to such Employee by Seller and its Affiliates immediately prior to the Closing and on terms and conditions consistent with this Section 5.6(a) 4.2(a), provided, however, that any such offers of employment to each Employee who passes Purchaser's pre-employment screening process (including any Employees shall be made contingent on the Employee’s ability to pass the standard background check, drug screening, verification of legal ability eligibility to work in the United States States, and any other reasonable pre-employment screening that the Buyer or designated third-party operations generally conduct for newly hired employees. With respect to any Employee on authorized leave of Americaabsence, sick leave, short or long term disability leave or layoff with recall rights as of the Closing Date (each, an “Inactive Employee”), Buyer’s offer of employment shall also be contingent on such Inactive Employee’s return to active employment immediately following such absence and within six (6) months of the Closing Date, or such later date as required under applicable Laws. At least five (5) days prior to the date on which Buyer provides each Employee with such offer of employment, Buyer shall provide to Seller, for Seller’s review and comment (which comments Buyer shall consider in good faith) each template offer of employment to be used by Buyer in making such offers. Each Employee who accepts PurchaserBuyer’s offer of employment pursuant to this Section 5.6(a4.2(a), and each Employee who accepts an offer of employment from Buyer in accordance with Section 4.2(e), shall be referred to herein as a “Transferred Employee.” Seller agrees to reasonably cooperate with the Buyer to effectuate Buyer’s offers of employment to the Employees, including with regards to any transfer of any visa or other documentation. With respect to each Transferred Employee, Purchaser Buyer shall maintain, for the a period of at least twelve (12) months immediately following the Closing Date Date, (the “Continuation Period”), the same base i) a wage rate or base cash salary level that is no lower than that in effect for such Transferred Employee employee immediately prior to the Closing as set forth on Section 3.15(band (ii) of cash incentive compensation and employee benefits that are, in each case, no less favorable, in the Seller Disclosure Schedules aggregate, than those provided by Buyer and the offer of employment from Purchaser its Affiliates to each Employee shall include a retention bonus equal to six percent (6%) of such Employee’s annualized cash compensation as in effect immediately prior to the Closing (the aggregate of such amounts actually paid by Purchaser for all Transferred Employees, the “Retention Bonus Amount”) payable on the sixtieth (60th) day following the Closing Date, provided the Transferred Employee is employed by Purchaser on such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that the Retention Bonus Amount has been paid in full satisfaction of Purchaser’s obligations under the immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to its similarly situated employees of the Purchaser; provided that the Employees will be provided with severance benefits during the Continuation Period that are no less favorable than those set forth in Section 5.6(a) of the Seller’s Disclosure Schedule. Purchaser will recognize each Transferred Employee’s seniority date with the Seller or other Affiliate of Seller under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generallyemployees. The foregoing notwithstanding, Purchaser Buyer shall not be prohibited by this Section 5.6(a4.2(a) from terminating the employment of any Transferred Employee following the Closing Date, subject, however, to Buyer’s obligations under this Section 4.2. As of and after the Closing and provided that Seller cooperates reasonably in timely providing information needed to effectuate the sameClosing, Purchaser Buyer shall provide to each Transferred Employee full credit for seniority for all purposes under any employee benefit plan offered by Buyer and each other employee benefit plan, policy, program policy or arrangement that is offered by Purchaser to such Transferred Employees(excluding any stock option plans), in each case maintained for the benefit of Transferred Employees as of and after the Closing by Purchaser Buyer or any of its Affiliates, for such Transferred Employee’s service prior to the Closing with Seller or any of its Affiliates. Unless an Employee(s) , to the same extent such service is terminated for cause recognized by Seller in and its discretion, the Employees shall remain employed by Seller up through and including the Closing, and Seller shall have no obligation to terminate the employment of any Transferred Employee Affiliates immediately prior to the effective time Closing; provided, however, that Buyer and its Affiliates shall not be required to recognize such service (x) for purposes of a benefit accrual under defined benefit pension plans, (y) for purposes of plans that are frozen to new participants, or (z) to the extent that such credit would result in duplication of benefits. Buyer and Seller agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53, 2004-2 C.B. 320, for wage reporting with respect to any Transferred Employee’s employment with PurchaserEmployees.

Treatment of Employees. Effective (a) Except as set forth in this Section 3.7(a), AT&T may, but shall have no obligation to employ or offer employment to, any employee of immediately prior TeleCorp's PCS business in the area encompassed by the Boston Licenses (collectively, the "BOSTON EMPLOYEES") in connection with the Swap Transactions; PROVIDED, HOWEVER, that TeleCorp shall be entitled to and contingent upon offer continued employment to its existing employees set forth on SCHEDULE 3.7(A) attached hereto (the "EXCLUDED EMPLOYEES"), which employees AT&T hereby agrees that, from the date hereof until 12 months following the Closing, Purchaser shall offer employment commencing as of the Closing to each Employee on terms and conditions consistent with this Section 5.6(a) to each Employee who passes Purchaser's pre-employment screening process (including verification of legal ability to work in the United States of America). Each Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.6(a), shall be referred to herein as a “Transferred Employee.” With respect to each Transferred Employee, Purchaser shall maintain, for the period of twelve (12) months immediately following the Closing Date (the “Continuation Period”), the same base wage or base cash salary level in effect for such Transferred Employee immediately prior to the Closing as set forth on Section 3.15(b) of the Seller Disclosure Schedules and the offer of employment from Purchaser to each Employee shall include a retention bonus equal to six percent (6%) of such Employee’s annualized cash compensation as in effect immediately prior to the Closing (the aggregate of such amounts actually paid by Purchaser for all Transferred Employees, the “Retention Bonus Amount”) payable on the sixtieth (60th) day following the Closing Date, provided the Transferred Employee is employed by Purchaser on such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that the Retention Bonus Amount has been paid in full satisfaction of Purchaser’s obligations under the immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to similarly situated employees of the Purchaser; provided that the Employees will be provided with severance benefits during the Continuation Period that are no less favorable than those set forth in Section 5.6(a) of the Seller’s Disclosure Schedule. Purchaser will recognize each Transferred Employee’s seniority date with the Seller or other Affiliate of Seller under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generally. The foregoing notwithstanding, Purchaser it shall not be prohibited by this Section 5.6(asolicit directly or indirectly (other than general solicitations not directed at such employees) from terminating the for employment of any Transferred Employee following the Closing Date. As of and after the Closing and provided that Seller cooperates reasonably in timely providing information needed to effectuate the same, Purchaser shall provide to each Transferred Employee full credit for seniority for all purposes under any benefit plan, policy, program or arrangement that is offered by Purchaser to such Transferred Employees, in each case maintained for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior to the Closing with Seller AT&T or any of its Affiliates. Unless an Employee(s) is terminated for cause by Seller in its discretionWithin 15 Business Days after the date of execution of this Agreement, TeleCorp shall provide AT&T a list of all Boston Employees as of a recent date, showing the original hire date, the then-current positions and rates of compensation and whether the employee is subject to an employment agreement, a collective bargaining agreement or represented by a labor organization. Within 90 days after the date of execution of this Agreement, or such other date as TeleCorp and AT&T may agree, AT&T will provide to TeleCorp in writing a list of the Boston Employees shall remain employed by Seller up through and including to whom it or its Affiliates will offer employment following the Closing, subject only to the evaluations permitted by this Section. TeleCorp agrees, and Seller shall cause its appropriate Affiliates, to cooperate in all reasonable respects with AT&T to allow AT&T or its Affiliates to evaluate the Boston Employees to make hiring decisions. In this regard, AT&T shall have the opportunity to make such appropriate pre-hire investigation of the Boston Employees, as it deems necessary, including, subject to obtaining the consent of such Employee, the right to review personnel files and conduct background checks and the right to interview such Employees during normal working hours so long as such interviews are conducted after notice to TeleCorp and do not unreasonably interfere with TeleCorp's operations. TeleCorp will use its good faith efforts to obtain the consent of each of its Boston Employees (other than the Excluded Employees) to allow AT&T to review personnel files and to conduct background checks in connection with the foregoing. AT&T or its Affiliates may, if it wishes, condition any offer of employment upon the Boston Employee's passing a pre-placement physical examination (including any required screening test) and the completion of a satisfactory background check. AT&T shall bear the expense of such examination but TeleCorp shall, upon reasonable notice, cooperate in the scheduling of such examinations so long as the examinations do not unreasonably interfere with TeleCorp's operations. As of the Closing Date, other than as specified herein, AT&T shall have no obligation to terminate TeleCorp, its Affiliates or to the employment Boston Employees, with regard to any such Employee it has determined not to hire. (b) TeleCorp shall pay to all of any Transferred Employee its Boston Employees all compensation, including salaries, commissions, bonuses, deferred compensation, severance (to the extent applicable), insurance, vacation and other compensation or benefits to which they are entitled for periods prior to the effective time Closing, including all amounts, if any, payable on account of the termination of their employment (whether payable before or after the Closing). (c) TeleCorp shall be responsible for maintenance and distribution of benefits accrued under any employee benefit plan (as defined in ERISA) maintained by it, or its appropriate Affiliate, pursuant to the provisions of such plan and any applicable Law. If TeleCorp determines that the transactions contemplated by this Agreement will not permit a Transferred distribution to be made to a Hired Employee (as defined below) from TeleCorp's tax qualified plan in accordance with Section 401(k)(10) of the Code, then AT&T may in its sole discretion elect to accept a plan-to-plan transfer of Hired Employees' plan benefits to its own tax qualified plan. If there is no plan-to-plan transfer, in order to permit TeleCorp, or its appropriate Affiliate, to make distributions to any former Boston Employee who becomes a Hired Employee of the balance of such employee's 401(k) account in TeleCorp's or its Affiliate's tax qualified plan, if any, as soon as legally permitted, AT&T shall confirm, upon the request of TeleCorp, the date of termination of such Employee’s 's employment with PurchaserAT&T for any reason. (d) All claims and obligations under, pursuant to or in connection with any welfare, medical, insurance, disability or other employee benefit plans of TeleCorp or any Affiliate or arising under any applicable Law affecting the Boston Employees incurred on or before the Closing Date or resulting from or arising from events or occurrences occurring or commencing on or before the Closing Date will remain the responsibility of TeleCorp, or the appropriate Affiliate, whether or not such Employees are hired by AT&T as of or after the Closing. Neither party will have or assume any obligation or liability under or in connection with any such plan of the other party or any Affiliate of the other party. (e) TeleCorp, or its appropriate Affiliate, will remain solely responsible for, and will indemnify and hold AT&T harmless from and against all Losses arising from or with respect to, all salaries and all severance, vacation, holiday, continuation coverage and other compensation or benefits to which the Boston Employees may be entitled, whether or not such Employees may be hired by AT&T or any Affiliate of AT&T, as a result of their employment by TeleCorp or any Affiliate of TeleCorp on or prior to the Closing Date, the termination of their employment on or prior to the Closing Date, the consummation of the transactions contemplated hereby or pursuant to any applicable Law or otherwise relating to their employment prior to the Closing Date. Any liability under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et seq., with regard to any employee terminated on or prior to the Closing Date, or not hired by AT&T on or after the Closing Date, shall, as a matter of contract between TeleCorp and AT&T, be the responsibility of TeleCorp or its Affiliates. AT&T and its Affiliates shall cooperate with TeleCorp and its Affiliates, if requested, in the giving of WARN notices. (f) Notwithstanding anything to the contrary herein, AT&T shall: (i) recognize the service, before the Closing, with TeleCorp Communications of each Boston Employee who is offered on or prior to the Closing employment by AT&T and becomes an employee of AT&T after the Closing Date (a "HIRED EMPLOYEE") for purposes of determining his or her vacation time and sick time under AT&T's vacation and sick time policies; (ii) recognize the service, before the Closing, with TeleCorp Communications of each Hired Employee for purposes of participation in AT&T's employee health and life insurance benefit plans to the same extent as similarly situated employees of AT&T and their dependents are permitted to participate; (iii) give each Hired Employee credit for such employee's past service with TeleCorp and its Affiliates as of the Closing Date (including past service with any prior owner or operator of the other party's PCS business) for purposes of eligibility and vesting under AT&T's 401(k) plan to the same extent as other similarly situated employees of such party; (iv) not subject any Hired Employee to any waiting periods or limitations on benefits for pre-existing conditions under AT&T's employee benefit plans, including any group health and disability plans, except to the extent such employees were subject to such limitations under the employee benefit plans of TeleCorp or any of its Affiliates; and (v) give each Hired Employee credit under any group health plan for any deductible amount previously met by such Hired Employee as of the Closing Date under any of the group health plans of TeleCorp or any of its Affiliates. AT&T's obligation to comply with the foregoing provisions of this Section 3.7(f) shall be contingent upon its having received from TeleCorp the information necessary to enable AT&T to do so. (g) Nothing in this Section or elsewhere in this Agreement shall be deemed to make any employee of either party a third party beneficiary of this Agreement.

Treatment of Employees. Effective as of immediately prior to and contingent upon the Closing, Purchaser shall offer employment commencing as (a) As of the Closing to each Employee on terms and conditions consistent with this Section 5.6(a) to Date, Newport shall credit each Employee who passes Purchaser's pre-employment screening process (including verification of legal ability to work in the United States of America). Each remains an Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.6(a), shall be referred to herein as a “Transferred Employee.” With respect to each Transferred Employee, Purchaser shall maintain, for the period of twelve (12) months immediately following after the Closing Date (the “Continuation PeriodContinuing Employees”)) with the number of years of service recognized by Parent and communicated to Newport in writing prior to the Closing Date for all employment purposes after the Closing Date, including, without limitation, for purposes of determining vacation accrual, and eligibility, vesting and benefit accrual under any profit sharing, retirement, health, welfare, severance or other form of benefit or compensation plan sponsored or maintained by Newport. Vacation accruals as provided on the Final Balance Sheet for Employees shall be respected by Newport after the Closing. (b) Effective on the Closing Date, Newport shall (i) enroll each Employee, other than any Employees who accept alternative employment with Parent or any of its subsidiaries prior to the Closing Date, in Newport’s employee benefit plans, (ii) provide such Employees at least the same base wage or base cash salary level in effect for salaries as such Transferred Employee Employees received on the Closing Date and benefits that (taken as a whole) are at least equal to those benefits received by such Employees immediately prior to the Closing as set forth on Section 3.15(bDate (iii) shall cause any waiting periods or pre-existing conditions restrictions under Newport’s plans to be waived to the extent necessary to provide immediate coverage under Newport’s plans and (iv) maintain the SP 2004 Bonus Plan for SP Employees without any material modifications with respect to the performance of the Seller Disclosure Schedules Companies and the offer of employment from Purchaser to each Employee shall include a retention bonus equal to six percent (6%) of such Employee’s annualized cash compensation as in effect immediately Subsidiaries prior to the Closing Date. Such plans shall also credit each such Employee with the amount if any, paid during the plan year or calendar year, as applicable, by such Employee (the aggregate of such amounts actually paid by Purchaser or dependent) for all Transferred Employeesdeductible payments, co-payments, or similar payments made by each of them under the “Retention Bonus Amount”corresponding Company Employee Plan. (c) payable Newport shall be responsible for any liability arising under the Worker Adjustment and Retraining Notification Act or similar Applicable Laws arising in connection with the termination of any Employee on the sixtieth (60th) day following the Closing Date, provided the Transferred Date and any Continuing Employee is employed by Purchaser on such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that the Retention Bonus Amount has been paid in full satisfaction of Purchaser’s obligations under the immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to similarly situated employees of the Purchaser; provided that the Employees will be provided with severance benefits during the Continuation Period that are no less favorable than those set forth in Section 5.6(a) of the Seller’s Disclosure Schedule. Purchaser will recognize each Transferred Employee’s seniority date with the Seller or other Affiliate of Seller under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generally. The foregoing notwithstanding, Purchaser shall not be prohibited by this Section 5.6(a) from terminating the employment of any Transferred Employee following the Closing Date. As Newport shall cause each such Employee who is terminated within the first year of and after the Closing Date to receive severance pay at least equivalent to what the Employee would have received as severance pay pursuant to a Company’s or Subsidiary’s published plans previously made available to Newport or pursuant to employment agreements or Applicable Law under similar circumstances had the sale of the Business not occurred. (d) Newport acknowledges that (i) certain Employees hold stock options issued under the SP 1997 Stock Option Plan and provided the SP 2000 Stock Incentive Plan (the “Option Plans”) and (ii) the stock options issued under the Option Plans (the “SP Options”) were initially granted by SP but are now exercisable for shares of Parent common stock. Newport agrees that Seller cooperates reasonably (i) in timely providing information needed the event an Employee exercises an SP Option, the exercise price belongs to effectuate Parent, not SP, (ii) Newport will not cause any amendments to, or cancellation of, the sameOption Plans or the SP Options without Parent’s prior written consent, Purchaser shall provide (iii) Newport will cooperate with Parent in the event Parent wishes to each Transferred Employee full credit for seniority for all purposes under cause any benefit plan, policy, program or arrangement that is offered by Purchaser to such Transferred Employees, in each case maintained for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior reasonable changes to the Closing with Seller Option Plans or any of its Affiliates. Unless an Employee(sthe SP Options and (iv) is terminated for cause by Seller in its discretion, the Employees shall remain employed by Seller up through and including the Closing, and Seller shall have no obligation to terminate the employment Newport will not challenge Parent’s interpretation of any Transferred Employee prior provision of the Option Plans or the SP Options. Parent and Newport will cooperate to ensure the effective time of a Transferred Employee’s employment proper withholdings (if applicable) are made with Purchaserrespect to exercised SP Options.

Treatment of Employees. Effective as of immediately prior to (a) From the Closing Date through and contingent upon the Closingincluding December 31, 2016, Purchaser shall, except as otherwise provided in an employment agreement with such Company Employee, provide, or shall offer employment commencing as of the Closing cause to be provided, to each Employee on terms and conditions consistent with this Section 5.6(a) to each Company Employee who passes Purchaser's pre-employment screening process (including verification remains employed by the Company, Parent or one of legal ability to work in the United States of America). Each Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.6(a), shall be referred to herein as a “Transferred Employee.” With respect to each Transferred Employee, Purchaser shall maintain, for the period of twelve (12) months its Subsidiaries immediately following after the Closing Date (each a “Continuing Employee”): (i) base compensation and annual bonus opportunities that, in each case, are no less favorable than were provided to the Continuing Employee immediately before Closing; and (ii) employee benefits that are no less favorable in the aggregate than were provided to the Continuing Employee immediately before the Closing, but disregarding for purposes of this sentence the value of any equity-based compensation, change-in-control incentives and post-employment health benefits. In addition, in connection with Parent’s integration of the Continuing Employees during 2016, the Continuing Employees shall be offered other compensation which is substantially comparable to that which Parent provides to similarly situated employees. Purchaser shall also cause the Company or one of its Subsidiaries to provide to each Continuing Employee (other than a Continuing Employee subject to an employment agreement providing for more favorable severance benefits) whose employment terminates prior to December 31, 2016 severance benefits equal to the severance benefits provided to similarly situated employees under the severance arrangements of Purchaser and its Subsidiaries, and from the Closing Date through and including December 31, 2016, severance benefits offered to each Continuing Employee shall be determined without taking into account any reduction after the Closing in compensation paid to such Continuing Employee. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Continuing Employees after the Closing (the “Continuation PeriodNew Plans”), each Continuing Employee shall be credited with his or her years of service with Sellers and their Subsidiaries and their respective predecessors before the Closing, to the same base wage or base cash salary level in effect extent as such Continuing Employee was entitled, before the Closing, to credit for such Transferred service under any similar Company Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing as set forth on Section 3.15(b) and such service is reflected in the service records provided by Company to Purchaser; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or to accrual of benefits under a defined benefit plan. In addition, and without limiting the generality of the Seller Disclosure Schedules and foregoing, if any Company Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to Continuing Employees is not maintained through December 31, 2016 with substantially the offer of employment from Purchaser to each Employee shall include a retention bonus equal to six percent (6%) of such Employee’s annualized cash compensation as in effect same terms existing immediately prior to the Closing Date (each such Company Benefit Plan, a “Mid-Year Terminated Plan”), then the aggregate Purchaser shall use commercially reasonable efforts to cause the New Plan providing corresponding benefits to (i) permit each such employee to immediately participate, without any waiting time and (ii) waive all pre-existing condition exclusions and actively-at-work requirements of such amounts actually paid by Purchaser New Plan for all Transferred Employeessuch employee and his or her covered dependents, the “Retention Bonus Amount”) payable on the sixtieth (60th) day following the Closing Date, provided the Transferred Employee is employed by Purchaser on unless such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that the Retention Bonus Amount has conditions would not have been paid in full satisfaction of Purchaser’s obligations waived under the Mid-Year Terminated Plan in which such employee participated immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to similarly situated employees of the Purchaser; provided that the Employees will be provided with severance benefits during the Continuation Period that are no less favorable than those set forth in Section 5.6(a) of the Seller’s Disclosure Schedule. Purchaser will recognize each Transferred Employee’s seniority date with the Seller or other Affiliate of Seller under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generally. The foregoing notwithstanding, Purchaser shall not be prohibited by this Section 5.6(a) from terminating the employment of any Transferred Employee following the Closing Date. As of and after the Closing and provided that Seller cooperates reasonably in timely providing information needed to effectuate the same, Purchaser shall provide to each Transferred Employee full credit for seniority for all purposes under any benefit plan, policy, program or arrangement that is offered by Purchaser to such Transferred Employees, in each case maintained for the benefit of Transferred Employees as of and after the Closing by Purchaser or any of its Affiliates, for such Transferred Employee’s service prior to the Closing with Seller or any of its Affiliates. Unless an Employee(s) is terminated for cause by Seller in its discretion, the Employees shall remain employed by Seller up through and including the Closing, and Seller Purchaser shall have no obligation cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Mid-Year Terminated Plan ending on the date such employee’s participation in the corresponding New Plan begins shall be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to terminate such employee and his or her covered dependents for the employment of any Transferred Employee prior to the effective time of a Transferred Employee’s employment applicable plan year as if such amounts had been paid in accordance with Purchasersuch New Plan.

Treatment of Employees. Effective as of immediately prior to and contingent upon (a) During the Closing, Purchaser shall offer employment period commencing as of on the Closing to each Employee Date and ending on terms and conditions consistent with this Section 5.6(a) to each Employee who passes Purchaser's pre-employment screening process (including verification of legal ability to work in the United States of America). Each Employee who accepts Purchaser’s offer of employment pursuant to this Section 5.6(a), shall be referred to herein as a “Transferred Employee.” With respect to each Transferred Employee, Purchaser shall maintain, for the period of date which is twelve (12) months immediately following from the Closing Date (the “Continuation Period”), Buyer, one of its Affiliates or Seller during the period set forth in the Transition Services Agreement shall provide each employee who is employed by any of the Group Companies (as determined immediately prior to the Closing, “Company Employee”) who remains employed by any of the Group Companies immediately after the Closing (“Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by one of the Group Companies immediately prior to the Closing; (ii) target annual cash bonus opportunities (excluding equity-based compensation), if any, which are substantially comparable in the aggregate to the target annual cash bonus opportunities (excluding equity-based compensation) provided by one of the Group Companies immediately prior to the Closing; (iii) health and welfare benefits that are substantially comparable in the aggregate to those provided under the Benefit Plans in which such Continuing Employee participated immediately prior to the Closing; and (iv) retirement benefits that are substantially comparable in the aggregate to those provided under the Benefit Plans in which such Continuing Employee participated immediately prior to the Closing. (b) During the Continuation Period, Buyer shall provide Continuing Employees with the same base salary or hourly wage or base cash salary level in effect for rate as provided to such Transferred Employee employees immediately prior to the Closing Date and with employee benefits (excluding equity arrangements) that are not materially less favorable in the aggregate to the compensation and benefits provided by Buyer or any of its Affiliates from time to time to similarly situated employees of Buyer and its Affiliates. Buyer further agrees that, from and after the Closing Date, Buyer shall and shall cause each of the Group Companies to grant all of its employees credit for any service with any of the Group Companies earned prior to the Closing Date (i) for eligibility, benefit and vesting purposes, and (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or any of the Group Companies on or after the Closing Date (collectively, the “New Plans”), except as set forth would result in duplication of benefits. In addition, Buyer shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under any Benefit Plan as of the Closing Date, and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year of the Closing and on or before the Closing Date by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. (c) It is understood and agreed that neither Seller nor any of the Group Companies shall have any responsibility to pay severance to any Continuing Employees as a result of the transactions contemplated by this Agreement and that any obligation to pay severance that arises following the Closing Date due to actions taken by Buyer or any of the Group Companies shall be borne solely by Buyer and/or the Group Companies. (d) Except as otherwise provided in this Agreement, effective as of the Closing Date, Continuing Employees and their eligible spouses and other eligible dependents shall cease active participation in (and accrual of additional benefits under) all Benefit Plans. Notwithstanding the immediately preceding sentence, Continuing Employees, their eligible spouses and other eligible dependents shall continue after the Closing Date to participate in health and welfare Benefit Plans as terminated but vested employees or eligible spouses or dependents thereof in accordance with the terms of such health and welfare Benefit Plans for no more than sixty (60) days after the Closing Date in accordance with the terms of the Transition Services Agreement (the “Transition Period”). (e) As soon as practicable following notification by Buyer to Seller that a defined contribution plan that is sponsored by Buyer or one of its Affiliates and is intended to meet the qualification requirements of Code Section 3.15(b401(a) that includes a cash or deferred arrangement under Code Section 401(k) (a “Buyer 401(k) Plan”) is available, but in no event prior to the Closing, Seller shall cause to be spun-off and Buyer shall merge into the Buyer 401(k) Plan the assets and liabilities of any employees or former employees of the Group Companies and their respective beneficiaries from each Benefit Plan that is a defined contribution plan in accordance with applicable requirements of the Code. In order to implement this Section 5.6(e), Buyer and Seller shall cooperate in the exchange of information, the notification of participants in such Benefit Plans and the preparation of any documentation required to be filed with any Governmental Authority. (f) Buyer shall have in effect, or cause to be in effect, on or as soon as administratively practicable following the Closing, flexible spending accounts under a cafeteria plan under Section 125 of the Code (the “Buyer Cafeteria Plan”) that provides benefits to Continuing Employees who participate in the flexible spending account plan(s) of Seller or its Affiliates as of the Closing Date (a “Seller Disclosure Schedules Cafeteria Plan”). Buyer will cause the Buyer Cafeteria Plan to honor and continue through the offer end of employment from Purchaser to the calendar year in which the Closing Date occurs the elections made by each Continuing Employee shall include a retention bonus equal to six percent (6%) under any Seller Cafeteria Plan in respect of such Employee’s annualized cash compensation as the flexible spending accounts that are in effect immediately prior to the Closing (Date. As soon as reasonably practicable following the Transition Period, Seller shall cause to be transferred to Buyer an amount in cash equal to the net amount of the aggregate accumulated contributions to the flexible spending accounts under any Seller Cafeteria Plan made during the year in which the Closing Date occurs by the Continuing Employees less the aggregate reimbursement payouts made for such year from such accounts to such Continuing Employees. In the event the net amount is a negative balance as of the end of the Transition Period, Buyer shall cause to be transferred to Seller an amount in cash equal to such amount. Buyer shall cause such amounts actually paid by Purchaser to be credited to each such Continuing Employee’s corresponding account under the Buyer Cafeteria Plan in which such Continuing Employee participates following the Transition Period. On and after the end of the Transition Period, Buyer shall assume and be solely responsible for all Transferred claims for reimbursement by Continuing Employees, whether incurred prior to, on or after the “Retention Bonus Amount”) payable on end of the sixtieth (60th) day following the Closing DateTransition Period, provided the Transferred Employee is employed by Purchaser on such sixtieth day. No later than 5 days after such 60-day period, Purchaser shall provide Seller with written notice that the Retention Bonus Amount has have not been paid in full satisfaction by the end of Purchaser’s obligations the Transition Period, which claims shall be paid pursuant to and under the immediately preceding sentence of this Section 5.6(a). Purchaser shall offer the Employees the same benefits as offered to similarly situated employees terms of the Purchaser; provided that Buyer Cafeteria Plan. (g) Seller and Buyer shall take any actions necessary to transfer the Employees will be provided with severance benefits during “Health Savings Accounts” (within the Continuation Period that are no less favorable than those set forth in meaning Section 5.6(a223(d) of the Seller’s Disclosure ScheduleCode) of Continuing Employees from Seller to Buyer following the Transition Period. (h) Each of the parties hereto acknowledges and agrees that all provisions contained in this Section 5.6 are included for the sole benefit of the parties hereto and that nothing in this Section 5.6, whether express or implied, shall confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the parties to this Agreement. Purchaser will recognize each Transferred Employee’s seniority date with Nothing contained in this Section 5.6 (whether express or implied) shall (i) be considered or deemed to establish, amend, or modify any Benefit Plan or any other benefit or compensation plan, program, policy, agreement or arrangement, (ii) prohibit or limit the Seller ability of Buyer, any of the Group Companies, or any of their respective Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them, or (iii) create or confer any third party beneficiary or other Affiliate of Seller under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of employees generally. The foregoing notwithstandingrights in any Person, Purchaser shall not be prohibited by this Section 5.6(a) from terminating the employment of including any Transferred Employee following the Closing Date. As of and after the Closing and provided that Seller cooperates reasonably Company Employees, former Company Employees, Continuing Employees, any participant in timely providing information needed to effectuate the same, Purchaser shall provide to each Transferred Employee full credit for seniority for all purposes under any employee benefit plan, policyor any dependent or beneficiary thereof to continued employment or engagement or any particular term or condition of employment or engagement of any Person with Buyer, program or arrangement that is offered by Purchaser to such Transferred Employees, in each case maintained for any of the benefit of Transferred Employees as of and after the Closing by Purchaser Group Companies or any of its their respective Affiliates, for such Transferred Employee’s service prior to the Closing with Seller or any of its Affiliates. Unless an Employee(s) is terminated for cause by Seller in its discretion, the Employees shall remain employed by Seller up through and including the Closing, and Seller shall have no obligation to terminate the employment of any Transferred Employee prior to the effective time of a Transferred Employee’s employment with Purchaser.