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 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 the employment of any Transferred Employee prior TeleCorp, its Affiliates or to the effective time of a Transferred Employee’s employment Boston Employees, with Purchaserregard to any such Employee it has determined not to hire.