Common use of U.S. Employees Clause in Contracts

U.S. Employees. This Section 6.10(b) applies only to Employees employed in the United States (collectively, the “US Employees”). (i) Purchaser shall, by written offer of employment, offer to hire, effective as of the Closing, the US Employees who are employed by the Sellers or their Affiliates as of the Closing Date, who are listed in Section 6.10(b) of the Disclosure Schedule. Purchaser shall hire each US Employee who accepts such offer. Sellers hereby agree that any current or former employee of the Business (including any US Employee) who (A) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (B) as of the Closing Date is receiving or entitled to receive long-term disability benefits shall become eligible or continue to be eligible, as applicable, to receive such benefits under a disability benefit plan of Sellers until such employee is no longer disabled. Upon written notice to Purchaser that such employee has been released to return to active employment, Purchaser shall, by written offer of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such US Employee who accepts such offer. All US Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for each Transferred US Employee shall (1) initially be at the same work location, (2) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect as of the Closing Date, (3) initially provide employee benefit plans (other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that Purchaser shall provide severance benefits to Transferred US Employees as described in Section 6.10(b)(iii), and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees of Purchaser. Purchaser shall credit each Transferred US Employee’s service with the Sellers and their respective Affiliates for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual, except that service requirements for vacation or severance entitlements shall be credited) to the extent credited under an analogous Company Plan as of the Closing Date, except to the extent any duplication of benefits would result. (ii) Nothing in this Agreement shall, or shall be construed to, limit the ability of Purchaser or any of its Affiliates to terminate the employment of any Transferred US Employee at any time and for any or no reason after the Closing. (iii) With respect to any Transferred US Employee whose employment is involuntarily terminated other than for cause, as the term “cause” is defined in Sellers’ severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, by Purchaser during the twenty-four (24)-month period beginning on the Closing Date (including, but not limited to, the termination of a Transferred US Employee because he refuses to accept a work relocation that exceeds fifty (50) miles), Purchaser shall provide a severance benefit (consisting of notice pay (if applicable), a lump sum severance payment and subsidized COBRA continuation coverage (it being understood that with respect to the subsidized COBRA continuation portion of the severance benefit, Purchaser will provide subsidized COBRA continuation coverage as though severance benefits paid to such Transferred US Employee had been paid over time rather than in a lump sum)) that shall be substantially similar in value to the severance benefit that such Transferred US Employee would have received under the terms of the severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, calculated as though the Transferred US Employee worked continuously for the Sellers or their respective Affiliates, as applicable, until his termination date with Purchaser. (iv) Each health benefit plan sponsored by Purchaser for the benefit of the Transferred US Employees shall, where applicable, (A) in the plan year in which the Closing Date occurs waive any pre-existing condition limitation or exclusion or any actively-at-work requirement that was waived or satisfied under an analogous Company Plan as of the Closing Date, and (B) in the plan year in which the Closing Date occurs credit all payments made by Transferred US Employees for healthcare expenses under similar Company Plans during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits. (v) On and after the Closing Date, Purchaser shall assume and pay when due all Liabilities of the Sellers relating to accrued wages, accrued cash bonuses payable pursuant to the applicable management incentive plan (“MIP”) of the Sellers for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the applicable sales incentive plan (“SIP’) of the Sellers, earned but unused vacation, and accrued leave, in each case, as of the Closing Date with respect to Transferred US Employees, and in each case (other than Liabilities in the nature of wages that would constitute Assumed Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely to the extent reflected as a Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Transferred US Employees who earned such bonuses. (vi) Purchaser shall provide the Transferred US Employees and their covered beneficiaries with continuation coverage in accordance with Section 4980B of the Code and/or Sections 601 through 608 of ERISA (“COBRA”) as a result of any “qualifying events” (as defined in Section 4980B of the Code) that occur after the Closing Date. (vii) Effective as of the Closing Date, the Transferred US Employees shall no longer be eligible to (A) contribute to the health care flexible spending account or accounts sponsored by the Sellers, except to the extent otherwise provided by and in accordance with COBRA, or (B) contribute to the dependent care flexible spending accounts sponsored by the Sellers. As soon as practicable following the Closing Date, Sellers shall cause the account balances of all Transferred US Employees under any defined contribution plan to become fully vested in accordance with relevant plan provisions, and Sellers shall make to any defined contribution plan maintained by any Seller all employee and matching and any other employer contributions with respect to the Transferred US Employees’ employment service rendered prior to the Closing. Following the Closing Date, Sellers shall take all actions as are necessary or appropriate to ensure that, under the terms of any 401(k) plan maintained by any Seller in which Transferred US Employees participate, each Transferred US Employee may elect to continue repayment of any outstanding loans for the duration of the loan term.

U.S. Employees. This Section 6.10(b) applies only to Employees employed in the United States (collectively, the “US Employees”). (i) Purchaser shallOn the same date on which the German Employees To Be Transferred By Law are notified pursuant to Section 5.4(b)(ii), by written offer Buyer shall make offers of employment, offer employment to hire, effective as of the Closing, the US Business Employees who are employed by Infineon Technologies North America Corp. (the Sellers “US Seller”) and who are listed on Schedule 5.4(d)(i) (the “US Business Employees”). Seller shall cooperate and assist, and shall cause US Seller to cooperate and assist, in facilitating the Buyer’s offers. Employment with Buyer or their Affiliates a Buyer Designee of US Employees who have accepted Buyer’s offer of employment (together with the US-American Substituted Employees, but excluding any such employees who have been substituted, the “US Transferred Employees”) shall be effective as of the day following the close of business on the Closing Date. (ii) Buyer shall offer to each US Business Employee, and shall provide to each US Transferred Employee during such employee’s employment, until September 30, 2010, compensation that, in the aggregate, is no less favorable (or substantially similar in the aggregate) than that provided by US Seller to such US Business Employee immediately prior to the Closing Date. Buyer shall offer to each US Business Employee, and provide to each US Transferred Employee, employee benefits that, in the aggregate, are substantially similar (excluding existing equity arrangements, defined benefit plans, retiree medical plans and non-qualified deferred compensation) to what the respective US Business Employee receives at the date at which Buyer makes its offer of employment to such Business Employee. Except as expressly set forth in this Section 5.4, no assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. Each Benefit Plan of Buyer or an Affiliate of Buyer shall use Reasonable Commercial Efforts to recognize (x) for purposes of satisfying any deductibles, co-pays and out-of-pocket maximums during the coverage period that includes the Closing Date, who are listed in Section 6.10(b) of the Disclosure Schedule. Purchaser shall hire each US Employee who accepts such offer. Sellers hereby agree that any current or former employee of the Business (including payment made by any US EmployeeTransferred Employees towards deductibles, co-pays and out-of-pocket maximums in any group health Benefit Plan, and (y) who for purposes of determining eligibility to participate, vesting and for any severance benefits or future vacation accruals based on service, all service with Seller or a Subsidiary, including service with predecessor employers that was recognized by Seller or a Subsidiary for such purposes, provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. Buyer or the applicable Buyer Designee will continue to provide (Axx) green card, H1B and L1 visa services and assistance to those US Transferred Employees receiving it as of the Closing Date is and (yy) tuition assistance to those US Transferred Employees who are receiving or entitled to receive short-term disability such benefits and who subsequently becomes eligible to receive long-term disability benefits, or (B) as of the Closing Date is receiving or entitled for the current academic session, in each case as set forth on Schedule 5.4(d)(ii). (iii) Notwithstanding anything to receive long-term disability benefits shall become eligible or continue to be eligiblethe contrary in this Agreement, as applicable, to receive such benefits under a disability benefit plan of Sellers until such employee is no longer disabled. Upon written notice to Purchaser that such employee has been released to return to active employment, Purchaser shall, by written offer of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such US Employee who accepts such offer. All US Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for each Transferred US Employee shall (1) initially be at the same work location, (2) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect as of the Closing Date, (3) initially provide employee benefit plans (other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that Purchaser Buyer shall provide severance benefits to US Transferred US Employees as described in Section 6.10(b)(iii)whose employment is terminated by Buyer without cause on or before December 31, 2010 and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees of Purchaser. Purchaser shall credit each Transferred US Employee’s service with the Sellers and their respective Affiliates for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual, except that service requirements for vacation or such severance entitlements pay shall be credited) substantially equivalent to the extent credited under an analogous Company Plan as of severance benefits that would have been payable to such US Transferred Employees immediately prior to the Closing Date, except to the extent any duplication of benefits would result. (ii) Nothing in this Agreement shall, or shall be construed to, limit the ability of Purchaser or any of its Affiliates to terminate the employment of any Transferred US Employee at any time and for any or no reason after the Closing. (iii) With respect to any Transferred US Employee whose employment is involuntarily terminated other than for cause, as the term “cause” is defined in Sellers’ severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, by Purchaser during the twenty-four (24)-month period beginning on the Closing Date (including, but not limited to, the termination of a Transferred US Employee because he refuses to accept a work relocation that exceeds fifty (50) miles), Purchaser shall provide a severance benefit (consisting of notice pay (if applicable), a lump sum severance payment and subsidized COBRA continuation coverage (it being understood that with respect to the subsidized COBRA continuation portion of the severance benefit, Purchaser will provide subsidized COBRA continuation coverage as though severance benefits paid to such Transferred US Employee had been paid over time rather than in a lump sum)) that shall be substantially similar in value to the severance benefit that such Transferred US Employee would have received under the terms of the severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, calculated as though the Transferred US Employee worked continuously for the Sellers or their respective Affiliates, as applicable, until his termination date with Purchaser. (iv) Each Buyer and its Affiliate shall use Reasonable Commercial Efforts to cause their group health benefit plan sponsored by Purchaser for the benefit of the Transferred US Employees shall, where applicable, (A) in the plan year in which the Closing Date occurs Welfare Plans to waive any pre-existing condition limitation or exclusion or any actively-at-work requirement that (to the extent such exclusion was waived under applicable group health Benefit Plans offered to the US Transferred Employees by Seller or satisfied a Subsidiary) and any proof of insurability. Seller or the applicable Subsidiary shall remain responsible for any benefits payable under an analogous Company a Benefit Plan as of with respect to claims incurred by US Transferred Employees prior to or on the Closing Date. Buyer and its Affiliates shall use Reasonable Commercial Efforts to cause their medical and dental plans maintained for the benefit of US Transferred Employees to cover US Transferred Employees, US Transferred Employees’ spouses and (B) in the plan year in which the Closing Date occurs credit all payments made by Transferred US Employees for healthcare expenses under similar Company Plans during the current plan year for purposes of deductibles, codependents and same-payments sex domestic partners and maximum out-of-pocket limitstheir dependents. (v) On and after the Closing Date, Purchaser shall assume and pay when due all Liabilities of the Sellers relating to accrued wages, accrued cash bonuses payable pursuant to the applicable management incentive plan (“MIP”) of the Sellers for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the applicable sales incentive plan (“SIP’) of the Sellers, earned but unused vacation, and accrued leave, in each case, as of the Closing Date with respect to Transferred US Employees, and in each case (other than Liabilities in the nature of wages that would constitute Assumed Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely to the extent reflected as a Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Transferred US Employees who earned such bonuses. (vi) Purchaser shall provide the Transferred US Employees and their covered beneficiaries with continuation coverage in accordance with Section 4980B of the Code and/or Sections 601 through 608 of ERISA (“COBRA”) as a result of any “qualifying events” (as defined in Section 4980B of the Code) that occur after the Closing Date. (vii) Effective as of the Closing Date, Seller shall fully vest Transferred Employees in all of their account balances under the Transferred US Employees shall no longer be eligible to (ASeller’s 401(k) contribute to the health care flexible spending account or accounts sponsored by the Sellers, except to the extent otherwise provided by and in accordance with COBRA, or (B) contribute to the dependent care flexible spending accounts sponsored by the SellersPlan. As soon as practicable following the Closing Date, Sellers Buyer shall cause the account balances of all Transferred US Employees under any one or more defined contribution savings plans intended to qualify under Section 401(a) and Section 401(k) of the Code (the “Buyer Savings Plan”) to provide for the receipt of US Transferred Employees’ eligible rollover distributions, in the form of cash and, to the extent permitted by the Buyer Savings Plan and the US Seller’s 401(k) Plan, notes associated with plan to become fully vested loans, provided such rollovers are made at the election of the US Transferred Employees and in accordance with relevant plan provisionsthe terms of the Buyer Savings Plan. (vi) No later than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a true and Sellers correct summary, for each US Transferred Employee, of all accrued paid time-off under Seller’s respective policies through the Closing Date. Seller shall make pay to each US Transferred Employee on the Closing Date the amount set forth in such summary to “cash out” all such accrued time-off and provide to Buyer confirmation of the amount and completion of such “cash out” payment. (vii) The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act and any similar state laws (collectively, the “WARN Act”) as a result of the transactions contemplated by this Agreement. Seller will be responsible for providing any notification that may be required under the WARN Act with respect to any defined contribution plan maintained of its employees and will indemnify and hold harmless Buyer from and against any losses that may be incurred under the WARN Act by Seller with respect to plant closings or employee layoffs occurring before the Closing Date. Provided that on or before the Closing Date, Seller has supplied Buyer with a list of employee layoffs, by date and location, implemented by the Business in the 90-day period preceding Closing, Buyer will be responsible for providing any notification that may be required under the WARN Act with respect to any US Transferred Employees terminated after the Closing Date and will indemnify and hold harmless Seller all employee from and matching and against any other employer contributions losses that may be incurred by Seller under the WARN Act with respect to the Transferred US Employees’ employment service rendered prior to actions or omissions of Buyer after the Closing. Following the Closing Date, Sellers shall take all actions as are necessary or appropriate to ensure that, under the terms of any 401(k) plan maintained by any Seller in which Transferred US Employees participate, each Transferred US Employee may elect to continue repayment of any outstanding loans for the duration of the loan term.

U.S. Employees. This Section 6.10(b(a) applies only to Employees employed in the United States (collectively, the “US Employees”). (i) Purchaser shall, by written offer of employment, offer to hire, effective as of the Closing, the US Employees Schedule 1.6 lists all individuals who are employed by the Sellers US Seller or their Affiliates any other affiliate of DTI at the US Facility as of the date hereof. At or promptly after Closing, the US Purchaser shall offer employment to all of the US Employees and such US Employees who accept such offer shall be hereafter referred to as "US Transferred Employees." (b) The US Purchaser shall offer employment to the US Employees at substantially the same wage rates in effect for such US Employees as of the Closing Date, but otherwise on terms and conditions deemed appropriate by the US Purchaser, in its sole discretion. This Section 1.6 is a covenant among the parties hereto and shall not, in any manner, create any contractual right of employment for any US Employee or any other person. (c) The Sellers agree that they shall be responsible for any and all liabilities and obligations related to, or arising from, any individual's (including all US Employees') employment by, or termination from employment with, any Seller or any subsidiary, ERISA Affiliate or other related entity, except for the obligations assumed by the US Purchaser set forth in Section 6.15, including, without limitation, claims for continuation coverage pursuant to COBRA, severance pay (except as otherwise assumed by the US Purchaser set forth in Section 6.15), expense reimbursement and any other benefit provided to any such individual by any Seller or any subsidiary, ERISA Affiliate or other related entity. The Sellers shall have sole responsibility for satisfying the continuation coverage requirements of COBRA for all employees or former employees of any Seller (and any dependents or beneficiaries thereof) who are listed receiving COBRA continuation coverage as of the Closing Date or who are entitled to elect such coverage on account of a qualifying event occurring on or before the Closing Date. (d) Effective as of the Closing Date, the US Transferred Employees shall cease to participate in Section 6.10(bDT Industries, Inc. Profit Sharing and Savings Plan (the "Seller's 401(k) Plan"), and as soon as administratively practicable following the Closing Date, the US Purchaser shall establish a new 401(k) plan for the US Transferred Employees (the "Purchaser's 401(k) Plan"). As soon as is reasonably practicable following the Closing Date, the Sellers shall cause the trustee of the Seller's 401(k) Plan to transfer account balances related to the US Transferred Employees (including any outstanding loans) from the Seller's 401(k) Plan to the Purchaser's 401(k) Plan to the extent such transfer, in the Sellers' reasonable judgment, would not cause a breach of fiduciary duty and in accordance with the requirements of Sections 411(d)(6) and 414(l) of the Disclosure ScheduleCode. The US Purchaser shall hire each cause the trustee of the US Employee who accepts Purchaser's 401(k) Plan to accept the transfer account balances related to the US Transferred Employees (including any outstanding loans) to the extent such offertransfer, in the US Purchaser's reasonable judgment, would not cause a breach of fiduciary duty. Such transfer shall be made in cash, except that any promissory notes evidencing participant loans shall be transferred in kind. The Sellers and the US Purchaser shall use commercially reasonable efforts to effect such transfer of assets in a timely manner. Until such transfer is accomplished, the Sellers shall cause the trustee of the Seller's 401(k) Plan to suspend any default on any loan from the Seller's 401(k) Plan to any US Transferred Employee. (e) The Sellers and the Purchasers hereby agree that any current or former employee of the Business (including any US Employee) who (Ai) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (Bii) as of the Closing Date is receiving or entitled to receive long-term disability benefits benefits, shall become eligible (to the extent not already eligible) or continue to be eligible (to the extent already eligible), as applicable, to receive such long-term disability benefits under a the Sellers' long-term disability benefit plan of Sellers plan(s) unless and until such employee is no longer disabled. Upon written notice disabled and in no event shall the Purchasers have an obligation to Purchaser that provide disability benefits to any such employee has been released employees. (f) The US Seller shall use its reasonable best efforts to return to active employment, Purchaser shall, by written offer cause each policy of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such insurance underlying any US Employee who accepts Benefit Plan that is an Employee Welfare Benefit Plan to be assigned to the US Purchaser or to have the portion of such offer. All policy covering US Transferred Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for spun-off into a separate policy, in each Transferred US Employee shall (1) initially be at the same work location, (2) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect event effective as of the Closing Date. If the applicable insurance carrier agrees to assignment of any such policy or spin-off of a separate policy, (3) initially provide employee benefit plans (other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that then the US Purchaser shall provide severance benefits agree to the assumption of the applicable insurance policy. The Sellers shall remain responsible for all claims incurred by US Transferred Employees and any former employee of any Seller (and any eligible dependents and beneficiaries thereof) prior to the Closing (regardless of when such claims are reported) under the Sellers' self-insured US Employees as described in Section 6.10(b)(iii), and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees of PurchaserEmployee Benefit Plans. Purchaser shall credit each Transferred US Employee’s service with the Sellers and their respective Affiliates for For purposes of eligibility to participate and vesting (but not for purposes of benefit accrualclarity, except that service requirements for vacation or severance entitlements a claim shall be credited) to considered incurred when the extent credited under an analogous Company Plan as of the Closing Date, except to the extent any duplication of benefits would resultservice for which payment is requested is rendered. (iig) Nothing The Sellers and the US Purchaser agree to follow the Standard Procedure specified in this Agreement shallRevenue Procedure 96-60, or shall 1996-2 C.B. 399, whereby, among other things, each will be construed to, limit responsible for the ability of Purchaser or any of its Affiliates to terminate the employment of any Transferred US Employee at any time and for any or no reason after the Closing. (iii) With respect to any Transferred US Employee whose employment is involuntarily terminated other than for cause, as the term “cause” is defined in Sellers’ severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, by Purchaser during the twenty-four (24)-month period beginning on the Closing Date (including, but not limited to, the termination of a Transferred US Employee because he refuses to accept a work relocation that exceeds fifty (50) miles), Purchaser shall provide a severance benefit (consisting of notice pay (if applicable), a lump sum severance payment and subsidized COBRA continuation coverage (it being understood that reporting duties with respect to its own payment of wages and compensation to the subsidized COBRA continuation portion US Transferred Employees in connection with the operation or activities of the severance benefit, Purchaser will provide subsidized COBRA continuation coverage as though severance benefits paid to such Transferred US Employee had been paid over time rather than in a lump sum)) that shall be substantially similar in value to the severance benefit that such Transferred US Employee would have received under the terms of the severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, calculated as though the Transferred US Employee worked continuously for the Sellers or their respective Affiliates, as applicable, until his termination date with PurchaserBusiness. (iv) Each health benefit plan sponsored by Purchaser for the benefit of the Transferred US Employees shall, where applicable, (A) in the plan year in which the Closing Date occurs waive any pre-existing condition limitation or exclusion or any actively-at-work requirement that was waived or satisfied under an analogous Company Plan as of the Closing Date, and (B) in the plan year in which the Closing Date occurs credit all payments made by Transferred US Employees for healthcare expenses under similar Company Plans during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits. (v) On and after the Closing Date, Purchaser shall assume and pay when due all Liabilities of the Sellers relating to accrued wages, accrued cash bonuses payable pursuant to the applicable management incentive plan (“MIP”) of the Sellers for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the applicable sales incentive plan (“SIP’) of the Sellers, earned but unused vacation, and accrued leave, in each case, as of the Closing Date with respect to Transferred US Employees, and in each case (other than Liabilities in the nature of wages that would constitute Assumed Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely to the extent reflected as a Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Transferred US Employees who earned such bonuses. (vi) Purchaser shall provide the Transferred US Employees and their covered beneficiaries with continuation coverage in accordance with Section 4980B of the Code and/or Sections 601 through 608 of ERISA (“COBRA”) as a result of any “qualifying events” (as defined in Section 4980B of the Code) that occur after the Closing Date. (vii) Effective as of the Closing Date, the Transferred US Employees shall no longer be eligible to (A) contribute to the health care flexible spending account or accounts sponsored by the Sellers, except to the extent otherwise provided by and in accordance with COBRA, or (B) contribute to the dependent care flexible spending accounts sponsored by the Sellers. As soon as practicable following the Closing Date, Sellers shall cause the account balances of all Transferred US Employees under any defined contribution plan to become fully vested in accordance with relevant plan provisions, and Sellers shall make to any defined contribution plan maintained by any Seller all employee and matching and any other employer contributions with respect to the Transferred US Employees’ employment service rendered prior to the Closing. Following the Closing Date, Sellers shall take all actions as are necessary or appropriate to ensure that, under the terms of any 401(k) plan maintained by any Seller in which Transferred US Employees participate, each Transferred US Employee may elect to continue repayment of any outstanding loans for the duration of the loan term.

U.S. Employees. This Section 6.10(b29.9 Effective from the day after the Completion Date, the relevant Purchaser or a member of the Purchasers’ Group shall offer employment to all Assumed AS US IWC Employees who on the immediately preceding business date were actively employed with regard to the IWC Business, except for (i) applies only Assumed AS US IWC Employees with whom the relevant Purchaser or a member of the Purchasers’ Group have entered into written employment agreements prior to Completion that provide for the Purchasers’ employment of such Assumed AS US IWC Employees employed effective immediately after the Completion and (ii) Assumed AS US IWC Employees set forth in Schedule 13 (Excluded employees). The terms and conditions (including employee benefit plans, pension plans, retirement benefits, and health and welfare plans) of any such offer of employment will be on terms substantially similar to the terms and conditions offered to similarly situated employees of the Purchasers’ Group in the United States States. 29.10 For the purposes of clause 29.9, an Assumed AS US IWC Employee will be treated as “actively employed” if as of the Completion Date such person is actively at work, or on vacation, holiday, jury leave, military duty or sick leave (collectively, the “US Employees”not including short-term or long-term disability). (i) Purchaser shall, by written offer of employment, offer to hire, effective 29.11 Each Assumed AS US IWC Employee who as of the Closingday after the Completion Date is not actively employed but is on an approved leave of absence or is on short-term or long-term disability, and who within 180 days following the Completion Date presents himself or herself to the Purchasers or a member of the Purchasers’ Group as ready and able to commence active employment with the Purchasers, shall at such time also be offered employment on an at-will basis except as otherwise required by applicable law or contractual agreement. 29.12 For the purposes of this Agreement, each Assumed AS US Employees IWC Employee who are becomes employed by the Sellers relevant Purchaser or their Affiliates a member of the Purchasers’ Group in accordance with the foregoing provisions shall be considered a “US Transferred Participant” as of the Closing Date, who are listed in Section 6.10(b) of the Disclosure Schedule. Purchaser shall hire each time such Assumed AS US IWC Employee who accepts continues or commences such offer. Sellers hereby agree that any current or former employee of the Business (including any US Employee) who (A) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (B) as of the Closing Date is receiving or entitled to receive long-term disability benefits shall become eligible or continue to be eligible, as applicable, to receive such benefits under a disability benefit plan of Sellers until such employee is no longer disabled. Upon written notice to Purchaser that such employee has been released to return to active employment, Purchaser shall, by written offer of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such US Employee who accepts such offer. All US Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for each Transferred US Employee shall (1) initially be at the same work location, (2) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect as of the Closing Date, (3) initially provide employee benefit plans (other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that Purchaser shall provide severance benefits to Transferred US Employees as described in Section 6.10(b)(iii), and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees of Purchaser. Purchaser shall credit each Transferred US Employee’s service with the Sellers and their respective Affiliates for purposes of eligibility to participate and vesting (but not for purposes of benefit accrual, except that service requirements for vacation or severance entitlements shall be credited) to the extent credited under an analogous Company Plan as of the Closing Date, except to the extent any duplication of benefits would result. (ii) Nothing in this Agreement shall, or shall be construed to, limit the ability of Purchaser or any of its Affiliates to terminate the employment of any Transferred US Employee at any time and for any or no reason after the Closing. (iii) With respect to any Transferred US Employee whose employment is involuntarily terminated other than for cause, as the term “cause” is defined in Sellers’ severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, by Purchaser during the twenty-four (24)-month period beginning on the Closing Date (including, but not limited to, the termination of a Transferred US Employee because he refuses to accept a work relocation that exceeds fifty (50) miles), Purchaser shall provide a severance benefit (consisting of notice pay (if applicable), a lump sum severance payment and subsidized COBRA continuation coverage (it being understood that with respect to the subsidized COBRA continuation portion of the severance benefit, Purchaser will provide subsidized COBRA continuation coverage as though severance benefits paid to such Transferred US Employee had been paid over time rather than in a lump sum)) that shall be substantially similar in value to the severance benefit that such Transferred US Employee would have received under the terms of the severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, calculated as though the Transferred US Employee worked continuously for the Sellers or their respective Affiliates, as applicable, until his termination date with Purchaser. (iv) Each health benefit plan sponsored by Purchaser for the benefit of the Transferred US Employees shall, where applicable, (A) in the plan year in which the Closing Date occurs waive any pre-existing condition limitation or exclusion or any actively-at-work requirement that was waived or satisfied under an analogous Company Plan as of the Closing Date, and (B) in the plan year in which the Closing Date occurs credit all payments made by Transferred US Employees for healthcare expenses under similar Company Plans during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits. (v) On and after the Closing Date, Purchaser shall assume and pay when due all Liabilities of the Sellers relating to accrued wages, accrued cash bonuses payable pursuant to the applicable management incentive plan (“MIP”) of the Sellers for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the applicable sales incentive plan (“SIP’) of the Sellers, earned but unused vacation, and accrued leave, in each case, as of the Closing Date with respect to Transferred US Employees, and in each case (other than Liabilities in the nature of wages that would constitute Assumed Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely to the extent reflected as a Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Transferred US Employees who earned such bonuses. (vi) Purchaser shall provide the Transferred US Employees and their covered beneficiaries with continuation coverage in accordance with Section 4980B of the Code and/or Sections 601 through 608 of ERISA (“COBRA”) as a result of any “qualifying events” (as defined in Section 4980B of the Code) that occur after the Closing Date. (vii) 29.13 Effective as of the Closing beginning of business on the day after the Completion Date, each US Transferred Participant shall cease to participate in or accrue benefits under the Business Benefit Plans. ACI and members of the Retained Group shall retain sponsorship of, and retain all liabilities under or in connection with, the Business Benefit Plans. 29.14 Effective as of the beginning of business on the day after the Completion Date, the US Transferred US Employees Participants shall no longer be eligible to (A) contribute to cease active participation in the health care flexible spending account or accounts sponsored by the Sellers, except to the extent otherwise provided by and in accordance with COBRA, or (B) contribute to the dependent care flexible spending accounts sponsored by the Sellers. As soon as practicable following the Closing Date, Sellers shall cause the account balances of all Transferred US Employees Business Benefit Plans other than rights under any defined contribution plan to become fully vested in accordance with relevant plan provisions, and Sellers shall make to any defined contribution plan maintained by any Seller all employee and matching and any other employer contributions COBRA with respect to the Transferred US Employees’ employment service rendered prior medical, dental, vision and FSA plans. 29.15 The provisions relating to the Closing. Following the Closing Date, Sellers shall take all actions as are necessary or appropriate to ensure that, under the terms benefit arrangements of any 401(k) plan maintained by any Seller US Transferred Participant are set out in which Schedule 17 (Covenants in respect of US Transferred US Employees participate, each Transferred US Employee may elect to continue repayment of any outstanding loans for the duration of the loan termParticipants)].

U.S. Employees. This Section 6.10(b5.10(b) applies only to Employees employed in the United States (collectively, the “US Employees”). (i) Purchaser shall, by written offer of shall continue the employment, offer or shall cause the Companies or their Subsidiaries to hirecontinue the employment, effective as of the ClosingClosing Date, the of all US Employees who are employed by the Sellers or their Affiliates as of Companies immediately prior to the Closing Date, who are listed in Section 6.10(b) of the Disclosure Schedule. Purchaser shall hire each US Employee who accepts such offer. Sellers hereby agree that any current or former employee of the Business (including any US Employee) who (A) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (B) as of the Closing Date is receiving or entitled to receive long-term disability benefits shall become eligible or continue to be eligible, as applicable, to receive such benefits under a disability benefit plan of Sellers until such employee is no longer disabled. Upon written notice to Purchaser that such employee has been released to return to active employment, Purchaser shall, by written offer of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such US Employee who accepts such offer. All US Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for each Transferred US Employee shall (1a) initially be at the same work location, (2b) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect as of immediately prior to the Closing Date, and (3c) initially provide employee benefit plans (to include, without limitation, medical, dental, life, disability, retirement benefits, flexible spending accounts and incentive compensation, but other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans ) and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that Purchaser shall provide severance benefits to Transferred US Employees as described in Section 6.10(b)(iii), and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees such US Employees by the Companies or the Subsidiaries of Purchaserthe Companies, as the case may be, immediately prior to the Closing Date. Purchaser shall credit credit, or shall cause the Companies and their Subsidiaries or their Affiliates to credit, each Transferred US Employee’s service with the Sellers Companies, the Subsidiaries of the Companies, Sellers, Sellers’ Affiliates, Honeywell and their respective Honeywell’s Affiliates for purposes of eligibility to participate participate, and vesting (but not for purposes of benefit accrual, except that service requirements for vacation accrual or severance entitlements shall be creditedany other purpose under any defined benefit plan) to the extent credited under an analogous Company Plan as of the Closing Date, except to the extent any duplication of benefits would result. (ii) Nothing in this Agreement shall, or shall be construed to, limit the ability of Purchaser or any of its Affiliates to terminate the employment of any Transferred US Employee at any time and for any or no reason after the ClosingClosing Date. (iii) With respect to any Transferred US Employee whose employment is involuntarily terminated other than for cause, as the term “cause” is defined in Sellers’ severance plan set forth in Section 6.10(b)(iii) of the Disclosure Schedule, by Purchaser or the Companies or their Subsidiaries during the twenty-four (24)-month period beginning on the Closing Date (including, but not limited to, the termination of a Transferred US Employee because he refuses to accept a work relocation that exceeds fifty (50) miles), Purchaser shall provide provide, or shall cause the Companies or their Subsidiaries to provide, a severance benefit (consisting of notice pay (if applicable)pay, a lump sum severance payment salary continuation and subsidized COBRA continuation coverage (it being understood that with respect to the subsidized COBRA continuation portion of the severance benefit, Purchaser will provide subsidized COBRA continuation coverage as though severance benefits paid to such Transferred US Employee had been paid over time rather than in a lump sum)continued insurance coverage) that shall be substantially similar in value to no less than the severance benefit that such Transferred US Employee would have received under the terms of the severance plan set forth in on Section 6.10(b)(iii5.10(b)(iii) of the Disclosure Schedule, calculated as though the Transferred US Employee worked continuously for the Companies, the Subsidiaries of the Companies, Sellers or their respective AffiliatesHoneywell, as applicable, until his termination date with Purchaser, the Companies or their Subsidiaries. (iv) Each health welfare benefit plan sponsored by Purchaser Purchaser, the Companies or their Subsidiaries for the benefit of the Transferred US Employees shall, where applicable, (A) in the plan year in which the Closing Date occurs waive any pre-existing condition limitation or exclusion or any actively-at-work requirement that was waived or satisfied under an analogous Company Plan as of the Closing Date, ; and (B) in the plan year in which the Closing Date occurs credit all payments made by Transferred US Employees for healthcare expenses under similar Company Plans during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits. (v) Intentionally Omitted (vi) Prior to the Closing, Sellers shall cause liabilities and assets to be transferred with respect to benefits accrued by US employees and former employees of the Company and the Subsidiaries (and the CEO of FT, to the extent such benefits have not been paid to him) under the First Technology Supplemental Executive Retirement Plan (“FT SERP”) from the FT SERP and rabbi trust related to the FT SERP to a newly established SERP and rabbi trust maintained by and for the benefit of the Companies (“FT Automotive SERP”). On and after the Closing DateClosing, Purchaser Sellers shall assume and pay when due retain all Liabilities of Liability or Loss arising under or in connection with the Sellers relating to accrued wages, accrued cash bonuses payable pursuant to the applicable management incentive plan (“MIP”) of the Sellers for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the applicable sales incentive plan (“SIP’) of the Sellers, earned but unused vacation, and accrued leave, in each case, as of the Closing Date with respect to Transferred US Employees, and in each case (other than Liabilities in the nature of wages that would constitute Assumed Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely FT Automotive SERP to the extent reflected as a that such Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Transferred US Employees who earned such bonuses. (vi) Purchaser shall provide the Transferred US Employees and their covered beneficiaries with continuation coverage in accordance with Section 4980B of the Code and/or Sections 601 through 608 of ERISA (“COBRA”) as a result of any “qualifying events” (as defined in Section 4980B of the Code) that occur after the Closing Date. (vii) Effective as of the Closing Date, the Transferred US Employees shall no longer be eligible to or Loss results from (A) contribute the failure to transfer assets to the health care flexible spending account or accounts sponsored by FT Automotive SERP rabbi trust sufficient to pay the Sellers, except amount of liabilities for accrued benefits transferred to the extent otherwise provided by and in accordance with COBRA, FT Automotive SERP from the FT SERP or (B) contribute to arising from, or related to, actions taken by or directed by Sellers in the dependent care flexible spending accounts sponsored by separation of the Sellers. As soon as practicable following FT Automotive SERP from the Closing Date, Sellers shall cause the account balances of all Transferred US Employees under any defined contribution plan to become fully vested in accordance with relevant plan provisions, and Sellers shall make to any defined contribution plan maintained by any Seller all employee and matching and any other employer contributions with respect to the Transferred US Employees’ employment service rendered prior to the Closing. Following the Closing Date, Sellers shall take all actions as are necessary or appropriate to ensure that, under the terms of any 401(k) plan maintained by any Seller in which Transferred US Employees participate, each Transferred US Employee may elect to continue repayment of any outstanding loans FT SERP (including for the duration avoidance of doubt any Liability or Loss arising in connection with Section 409A of the loan termCode).