Common use of Employee and Related Matters Clause in Contracts

Employee and Related Matters. (a) Purchaser and Seller agree that all employees of the Division included on the list of employees heretofore delivered by Purchaser to Seller (the "CONTINUED EMPLOYEES") shall be offered employment with Purchaser, and that any Continued Employees who accept such offer of employment shall, for purposes of eligibility, vesting and level of benefits under Purchaser's employee benefit plans, receive credit for such Continued Employee's service with Seller; provided, however, that after the Closing Date Purchaser shall not be obligated by this Agreement to continue the employment of any Continued Employee on any particular terms or for any particular period of time. In connection with this transaction, each Continued Employee shall receive from Parent ten (10) shares of Parent's common stock. (b) Promptly after the Closing, Seller shall transfer to Purchaser any records or copies of such records (including, but not limited to, Forms W-4 and Employee Withholding Allowance Certificates) relating to withholding and payment of income and employment taxes (federal, state and local) and FICA taxes with respect to wages paid by Seller during the 1997 calendar year to any Continued Employees. Purchaser shall, to the extent 39 permitted by applicable law, provide all such employees with properly completed Forms W-2, Wage and Tax Statements for the 1997 calendar year setting forth the wages and taxes withheld with respect to such employees for the 1997 calendar year by Seller and Purchaser as predecessor and successor employers, respectively. Purchaser and Seller shall also comply with the filing requirements set forth in Revenue Procedure 96-60, 1996-53 I.R.B. 24 to implement this SECTION 6.03. If Purchaser shall determine that it is not permitted by applicable law to provide such Forms W-2, Purchaser shall so inform Seller and shall return such records to Seller not later than sixty (60) days prior to the time that Seller is required to provide such employees with such Forms W-2. (c) Nothing in this Agreement, express or implied, is intended to confer or shall confer upon any of Seller's employees or former employees, or any Continued Employee, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights of employment.

Employee and Related Matters. (a) Purchaser Parent shall offer at-will employment with Parent or its affiliates, including the Company, to all of the Company's employees (other than those identified prior to Closing) at the Closing at base compensation levels equal to or greater than each such employee's base compensation level as an employee of the Company on the date hereof. Prior to the Closing, Parent shall provide to such Company employees offer letters setting forth the specific terms of their employment. Those employees that are identified prior to the Closing as being terminated shall receive: (i) continued base compensation at current levels for a period of 90 days following the Closing Date (the "Transition Period") regardless of any service as an employee of the Company or Parent during the Transition Period (unless an employee voluntarily terminates his or her employment prior to the end of the Transition Period); and Seller agree (ii) a severance payment equal to 90 days' base compensation at the end of the Transition Period (provided such employee remains an employee of the Company or Parent during the Transition Period, and provided further that all if the employee is terminated without Cause or terminates his or her employment for Good Reason during the Transition Period, he or she shall be entitled to receive such severance payment). Those employees of the Division included on Company that continue to be employees of Parent or any of its affiliates, including the list Company, following the Closing would, subject to any necessary transition period and the terms of such plans, be eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees heretofore delivered by Purchaser of Parent and would receive credit under Parent's benefit plans for service as an employee of the Company. For not less than one year following the Closing Date, Parent shall maintain, or shall cause the Company, to Seller (the "CONTINUED EMPLOYEES") shall be offered employment with Purchasermaintain, compensation and that any Continued Employees who accept such offer of employment shall, for purposes of eligibility, vesting and level of benefits under Purchaser's employee benefit plans, receive credit plans and arrangements and perquisites for such Continued Employee's service with Seller; provided, however, that those persons who remain employees of the Company after the Closing Date Purchaser shall not be obligated by this Agreement that, in the aggregate, are substantially comparable to continue (or more favorable than) those provided pursuant to the employment of any Continued Employee compensation and employee benefit plans and arrangements and perquisites in effect on any particular terms or for any particular period of time. In connection with this transaction, each Continued Employee shall receive from Parent ten (10) shares of Parent's common stockthe date hereof. (b) Promptly After the Closing, Parent may issue options, on Parent's standard terms, to employees of the Company that continue to be employees of Parent or any of its affiliates, including the Company, after the Closing, Seller shall transfer to Purchaser any records or copies of such records (including, but not limited to, Forms W-4 and Employee Withholding Allowance Certificates) relating to withholding and payment of income and employment taxes (federal, state and local) and FICA taxes with respect to wages paid by Seller during the 1997 calendar year to any Continued Employees. Purchaser shall, to the extent 39 permitted by applicable law, provide all such employees with properly completed Forms W-2, Wage and Tax Statements for the 1997 calendar year setting forth the wages and taxes withheld with respect to such employees for the 1997 calendar year by Seller and Purchaser as predecessor and successor employers, respectively. Purchaser and Seller shall also comply with the filing requirements set forth in Revenue Procedure 96-60, 1996-53 I.R.B. 24 to implement this SECTION 6.03. If Purchaser shall determine that it is not permitted by applicable law to provide such Forms W-2, Purchaser shall so inform Seller and shall return such records to Seller not later than sixty (60) days prior to the time that Seller is required to provide such employees with such Forms W-2. (c) Nothing The Company shall use commercially reasonable efforts to cause the Key Employees to execute and deliver a Noncompetition Agreement in the form of Exhibit G hereto, but the Company makes no assurance in this Agreement, express or implied, is intended to confer or shall confer upon any of Seller's employees or former employees, or any Continued Employee, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights of employmentregard.