Common use of UK Employees Clause in Contracts

UK Employees. The parties agree to work together in an effort to reduce any UK Employee Liability and will comply with applicable law in all material respects in connection therewith. 26. Section 7.10(b)(ii) is hereby amended by deleting “(A) for a Pre-Closing Tax Period, (B)” in the second line thereof. 27. Section 7.10(b)(iii) is hereby amended and restated in its entirety to read as follows: In the case of any Affiliated Acquired Subsidiary, LBHI shall prepare and file the Tax Returns for the Affiliated Group that included such Affiliated Acquired Subsidiary for any Pre-Closing Tax Period or Straddle Period, and LBHI shall timely prepare and file any Tax Return of an Acquired Subsidiary for any period ending within a Pre-Closing Tax Period and shall timely pay the Taxes due and payable on such Pre-Closing Tax Period Tax Returns. Any such Tax Return shall be prepared in a manner consistent with the past practices with respect to such Affiliated Acquired Subsidiary or Acquired Subsidiary, as applicable, except as otherwise required by a change in applicable Law or this Agreement. At least thirty (30) days prior to filing, LBHI shall provide the Company with a copy of the portion of such Tax Returns that relate to the Affiliated Acquired Subsidiaries and each such Tax Return of each Acquired Subsidiary. Within ten (10) days of delivery to the Company any such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company shall inform LBHI of any objections the Company has to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), and if the Company has no such objections, then LBHI shall cause to be timely filed such Affiliated Group Tax Return or other such Tax Returns completed on the basis of the draft provided to the Company. If within ten (10) days of delivery to the Company of such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company informs the LBHI of the Company’s objection(s) to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), then LBHI and the Company shall negotiate in good faith to resolve such objection(s). If LBHI and the Company are able to resolve such objection(s) within ten (10) days of the filing deadline for such Tax Return (taking into account any applicable extensions), then LBHI shall cause to be timely filed such Tax Return on the basis agreed upon by LBHI and the Company. If despite such good faith efforts, LBHI and the Company are unable to resolve such objection(s) within such period of time, then the matter shall be submitted to an independent accounting firm acceptable to LBHI and the Company for review and resolution by such accounting firm, which review and resolution shall (i) occur no later than five (5) days prior to the filing deadline of such Tax Return (taking into account any applicable extensions), and (ii) be limited to the basis of the Company’s objection(s); and, thereafter, LBHI shall cause to be timely filed such Tax Return on the basis of the draft provided to the Company, as modified to reflect such accounting firm’s resolution of the Company’s objection(s) thereto. The fees and expenses of the independent accounting firm shall be paid one-half by LBHI and one-half by the Company. The Company shall provide LBHI with any powers of attorney necessary in connection with the discharge by LBHI of its obligations pursuant to this Section 7.10(b)(iii). If in connection with the filing of any Tax Return (other than an income Tax Return) described in this Section 7.10(b)(iii) that is not a Tax Return for an Affiliated Group that includes any Affiliated Acquired Subsidiary, the Company shall, not less than three (3) days prior to the due date (without regard to extensions), provide LBHI with an amount of cash equal to the amount of Tax shown as due on such Tax Return. 28. Section 7.18 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

UK Employees. Those employees of DSI Limited will be referred to herein as (“UK Employees’”). The parties agree to work together Parties acknowledge that the transfer of the UK Business in an effort to reduce any accordance with this agreement constitutes a relevant transfer for the purposes of “The Transfer of Undertakings (Protection of Employment) Regulations 2006” as amended by the “Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 2014” (the “Regulations”) and that the contract of employment between DSI Limited and each UK Employee Liability and will comply with applicable law in all material respects (except for any provisions or liabilities arising under or in connection therewith. 26. Section 7.10(b)(iiwith any occupational pension scheme and excluded from the transfer under the Regulations) is hereby amended by deleting “(A) for a Pre-will have effect from the Closing Tax Period, (B)” in the second line thereof. 27. Section 7.10(b)(iii) is hereby amended and restated in its entirety to read Date as follows: In the case of any Affiliated Acquired Subsidiary, LBHI shall prepare and file the Tax Returns for the Affiliated Group that included such Affiliated Acquired Subsidiary for any Pre-Closing Tax Period or Straddle Period, and LBHI shall timely prepare and file any Tax Return of an Acquired Subsidiary for any period ending within a Pre-Closing Tax Period and shall timely pay the Taxes due and payable on such Pre-Closing Tax Period Tax Returns. Any such Tax Return shall be prepared in a manner consistent with the past practices with respect to such Affiliated Acquired Subsidiary or Acquired Subsidiary, as applicable, except as otherwise required by a change in applicable Law or this Agreement. At least thirty (30) days prior to filing, LBHI shall provide the Company with a copy of the portion of such Tax Returns that relate to the Affiliated Acquired Subsidiaries if originally made between Heidrick UK and each such Tax Return UK Employee. DSI Limited shall until the Closing Date in respect of each Acquired Subsidiary. Within ten UK Employee: (10a) days perform and observe all of delivery to the Company any such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company shall inform LBHI DSI Limited’s obligations and those of any objections the Company has to such draft Tax Returns (of its predecessors under or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), and if the Company has no such objections, then LBHI shall cause to be timely filed such Affiliated Group Tax Return or other such Tax Returns completed on the basis of the draft provided to the Company. If within ten (10) days of delivery to the Company of such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company informs the LBHI of the Company’s objection(s) to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), then LBHI and the Company shall negotiate in good faith to resolve such objection(s). If LBHI and the Company are able to resolve such objection(s) within ten (10) days of the filing deadline for such Tax Return (taking into account any applicable extensions), then LBHI shall cause to be timely filed such Tax Return on the basis agreed upon by LBHI and the Company. If despite such good faith efforts, LBHI and the Company are unable to resolve such objection(s) within such period of time, then the matter shall be submitted to an independent accounting firm acceptable to LBHI and the Company for review and resolution by such accounting firm, which review and resolution shall (i) occur no later than five (5) days prior to the filing deadline of such Tax Return (taking into account any applicable extensions), and (ii) be limited to the basis of the Company’s objection(s); and, thereafter, LBHI shall cause to be timely filed such Tax Return on the basis of the draft provided to the Company, as modified to reflect such accounting firm’s resolution of the Company’s objection(s) thereto. The fees and expenses of the independent accounting firm shall be paid one-half by LBHI and one-half by the Company. The Company shall provide LBHI with any powers of attorney necessary in connection with the discharge by LBHI contract of its employment of each UK Employee (or any of such obligations pursuant DSI Limited would have had but for the Regulations); (b) pay to this Section 7.10(b)(iii). If each UK Employee all sums owing to him in connection respect of any period up to the Closing Date; (c) comply with the filing consultation and other requirements set out in Regulations 13 and 14 of the Regulations (and provide to Buyers such information as Buyers may request in writing in order to verify such compliance); (d) consent to, and co-operate with, pre-transfer consultation by Buyers in accordance with Part IV of TULRCA, if required; (e) comply with the notification of employee liability information and other requirements set out in regulation 11 of the Regulations; (f) not alter (whether to take effect before, on or after the Closing Date) any of the terms of employment of any Tax Return UK Employee; (g) not make any deduction from the salary or other payment due to any UK Employee (otherwise than an income Tax Returnin respect of PAYE and National Insurance contributions) described unless such deduction has been approved in this Section 7.10(b)(iiiwriting by that UK Employee; (h) not terminate or do anything which may lead to the termination of the contract of employment of, nor dismiss (constructively or otherwise) any UK Employee; and (i) not transfer or agree to transfer or redeploy or agree to redeploy any UK Employee away from working in the Business or induce any UK Employee to resign his employment from the Business. Heidrick UK will perform and observe all of Heidrick UK’s obligations in respect of each UK Employee after the Closing Date in respect of all remuneration accrued or payable after the Closing Date, provided that is not a Tax Return for an Affiliated Group that includes DSI Limited will pay or cause to be paid any Affiliated Acquired Subsidiary, the Company shall, not less than three (3) days amounts accrued prior to the due date (without regard Closing Date but scheduled to extensions)be paid after the Closing Date. Heidrick UK agrees that it shall comply with the information, provide LBHI with an amount of cash equal to the amount of Tax shown as due on such Tax Return. 28. Section 7.18 consultation and other requirements set out in regulations 13 and 14 of the Purchase Agreement is hereby amended Regulations within the requisite timescale set out in those Regulations and restated provide to DSI Limited such information in its entirety writing as follows:DSI Limited may reasonably request in order to verify such compliance.

UK Employees. (i) Subject to the satisfaction of the Specified Conditions, Buyer and Sellers acknowledge and agree that the Transfer of Undertakings (Protection of Employment) Regulations of 2006 ("TUPE") will apply to the sale and purchase of the Transferred C Businesses located in the United Kingdom and to each employee of the Company and the UK Seller and their respective Affiliates who works primarily in or for such Transferred C Businesses set forth in Schedule 4.01(i) (the "UK Employees"). The parties agree to work together in an effort to reduce any employment of each UK Employee Liability shall transfer automatically to Buyer on the applicable Subsequent Closing Date on terms and conditions of employment (including bonus and incentive compensation opportunities) that are no less favorable than those which applied immediately before the applicable Subsequent Closing Date. (ii) Buyer and Sellers will give each other such assistance as either may reasonably require to comply with their respective obligations under TUPE in relation to the UK Employees and in contesting any claim by any person employed or engaged in the Transferred C Businesses at or before the applicable law in all material respects Subsequent Closing Date resulting from or in connection therewith. 26. Section 7.10(b)(ii) is hereby amended by deleting “(A) for a Pre-Closing Tax Period, (B)” in the second line thereof. 27. Section 7.10(b)(iii) is hereby amended and restated in its entirety to read as follows: In the case of any Affiliated Acquired Subsidiary, LBHI shall prepare and file the Tax Returns for the Affiliated Group that included such Affiliated Acquired Subsidiary for any Pre-Closing Tax Period or Straddle Period, and LBHI shall timely prepare and file any Tax Return of an Acquired Subsidiary for any period ending within a Pre-Closing Tax Period and shall timely pay the Taxes due and payable on such Pre-Closing Tax Period Tax Returns. Any such Tax Return shall be prepared in a manner consistent with the past practices with respect to such Affiliated Acquired Subsidiary or Acquired Subsidiary, as applicable, except as otherwise required by a change in applicable Law or this Agreement. At least thirty (30) days prior to filingIn particular, LBHI shall provide the Company with a copy of the portion of such Tax Returns that relate to the Affiliated Acquired Subsidiaries Seller will as soon as reasonably practicable and each such Tax Return of each Acquired Subsidiary. Within ten (10) days of delivery to the Company any such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company shall inform LBHI of any objections the Company has to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), and if the Company has no such objections, then LBHI shall cause to be timely filed such Affiliated Group Tax Return or other such Tax Returns completed on the basis of the draft provided to the Company. If within ten (10) days of delivery to the Company of such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company informs the LBHI of the Company’s objection(s) to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), then LBHI and the Company shall negotiate in good faith to resolve such objection(s). If LBHI and the Company are able to resolve such objection(s) within ten (10) days of the filing deadline for such Tax Return (taking into account any applicable extensions), then LBHI shall cause to be timely filed such Tax Return on the basis agreed upon by LBHI and the Company. If despite such good faith efforts, LBHI and the Company are unable to resolve such objection(s) within such period of time, then the matter shall be submitted to an independent accounting firm acceptable to LBHI and the Company for review and resolution by such accounting firm, which review and resolution shall (i) occur no later than five (5) seven to fourteen days prior after the signing of this Agreement provide to Buyer such information as Buyer requires to comply with its duty to inform and consult appropriate representative of the UK Employees pursuant to Regulation 13 of TUPE. Not later than three days before the applicable Subsequent Closing Date, Buyer and Seller will send to each of the UK Employees a joint letter in terms to be agreed by Buyer and Sellers, confirming the transfer of their employment to Buyer and details of their terms of employment and/or working conditions to the filing deadline extent they will be different from those applicable at the time of such Tax Return the joint letter. (taking into account any applicable extensionsiii) Except as provided below, Buyer and Sellers agree that Buyer shall provide pension and retirement benefits for and in respect of each UK Employee which are no less favorable than those which were provided by the Sellers immediately before the Subsequent Closing Date (notwithstanding that the provisions of TUPE may not apply to transfer those benefits). Where, immediately before the Subsequent Closing Date, a UK Employee was accruing defined benefits (as defined in section 152(7) of the UK Finance Act 2004), including for the avoidance of doubt where the UK Employee had a right to benefits calculated by reference to past service and (ii) be limited to the basis of the Company’s objection(s); and, thereafter, LBHI shall cause to be timely filed such Tax Return on the basis of the draft provided to the Company, as modified to reflect such accounting firm’s resolution of the Company’s objection(s) thereto. The fees and expenses of the independent accounting firm shall be paid one-half by LBHI and one-half by the Company. The Company shall provide LBHI with any powers of attorney necessary in connection with the discharge by LBHI of its obligations pursuant to this Section 7.10(b)(iii). If in connection with the filing of any Tax Return (other than an income Tax Return) described in this Section 7.10(b)(iii) that is not a Tax Return for an Affiliated Group that includes any Affiliated Acquired Subsidiary, the Company shall, not less than three (3) days prior to the due date (without regard to extensions), provide LBHI with an amount of cash equal to the amount of Tax shown as due on such Tax Returnsalary at future retirement. 28. Section 7.18 of the Purchase Agreement is hereby amended and restated in its entirety as follows: