Common use of ACCESS TO FORMER EMPLOYEES Clause in Contracts

ACCESS TO FORMER EMPLOYEES. (a) After the Closing Date, Northrop Grumman will make available to Newco and its Subsidiaries employees of TRW whom Newco and its Subsidiaries may reasonably need in order to defend or prosecute any legal or administrative action to which Newco and its Subsidiaries is a party and which relates to the conduct of the Automotive Business prior to the Closing Date. Newco or its Subsidiary will pay or reimburse TRW for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Newco or its Subsidiary will compensate TRW for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed. (b) After the Closing Date, Newco or its Subsidiaries will make available to Northrop Grumman and its Subsidiaries employees of Newco or its Subsidiaries whom Northrop Grumman and its Subsidiaries may reasonably need in order to defend or prosecute any legal or administrative action to which Northrop Grumman and its Subsidiaries is a party and which relates to the conduct of the Automotive Business prior to the Closing Date. Northrop Grumman or its Subsidiary will pay or reimburse Newco or its Subsidiary for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Northrop Grumman or its Subsidiary will compensate Newco or its Subsidiary for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed. (c) On or prior to the dates set forth therein, Parent shall cause Newco to deliver to Northrop Grumman letters in the forms attached hereto as Exhibit J-1 and Exhibit J-2 dated as set forth therein, executed by the appropriate officers of Newco as set forth therein with such changes therein as the officer executing the same shall deem necessary. 37. Amendment to Section 8.2(c). Section 8.2(c) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:

ACCESS TO FORMER EMPLOYEES. (a) After the Closing Date, Northrop Grumman will make available to Newco and its Subsidiaries employees of TRW whom Newco and its Subsidiaries may reasonably need in order to defend or prosecute any legal or administrative action to which Newco and its Subsidiaries is a party and which relates to the conduct of the Automotive Business prior to the Closing Date. Newco or its Subsidiary will pay or reimburse TRW for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Newco or its Subsidiary will compensate TRW for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed. (b) After the Closing Date, Newco or its Subsidiaries will make available to Northrop Grumman and its Subsidiaries employees of Newco or its Subsidiaries whom Northrop Grumman and its Subsidiaries may reasonably need in order to defend or prosecute any legal or administrative action to which Northrop Grumman and its Subsidiaries is a party and which relates to the conduct of the Automotive Business prior to the Closing Date. Northrop Grumman or its Subsidiary will pay or reimburse Newco or its Subsidiary for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Northrop Grumman or its Subsidiary will compensate Newco or its Subsidiary for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed. (c) On or prior to the dates set forth therein, Parent shall cause Newco to deliver to Northrop Grumman letters in the forms attached hereto as Exhibit J-1 and Exhibit J-2 dated as set forth therein, executed by the appropriate officers of Newco as set forth therein with such changes therein as the officer executing the same shall deem necessary. 37. Amendment to Section 8.2(c). Section 8.2(c) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:”