Common use of Employee Transition Clause in Contracts

Employee Transition. (i) Effective as of the Closing, each of the Business Employees (other than those pharmacists specifically referenced in the Transition Services Agreement who shall remain employed by Sellers during the term of the Transition Services Agreement and shall upon termination of the Transition Services Agreement or the earlier request of Buyer become employees of Buyer with all rights of the Transferring Employees under this Agreement) shall cease to be an employee of the Sellers and Buyer shall offer employment to each such Business Employee. The Sellers hereby consent to the hiring of such employees by Buyer and waive, with respect to the employment by Buyer of such employees, any claims or rights the Sellers may have against Buyer or any such employee under any non-competition, or employment agreement to the extent those agreements would preclude such employment by Buyer or limit the ability of such employee to perform services on Buyer’s behalf. All such employees who accept Buyer’s offer of employment and actually perform services for Buyer on or after the Closing Date are hereinafter referred to as the “Transferring Employees.” (ii) Buyer shall use its commercially reasonable efforts to provide compensation and benefits to the Transferring Employees comparable in the aggregate to those of similarly situated employees of Buyer. With respect to Buyer’s employee benefit plans, Buyer shall use its commercially reasonable efforts to cause the Transferring Employees to receive credit for their service with the Sellers as of the Closing Date for purposes of eligibility, vesting, contributions, and entitlement to benefits, but shall receive no service credit earned with respect to any severance plan, policy or arrangement adopted by Sellers, if any. (iii) With respect to each welfare plan of Buyer in which the Transferring Employees become participants, Buyer shall make commercially reasonable efforts to: give effect, in determining any deductible and maximum out-of-pocket limitations for the current year, to claims incurred and amounts paid by the Transferring Employees under similar plans maintained by the Sellers immediately prior to the Closing. (iv) Buyer shall assume and provide to the Transferring Employees the equivalent number of vacation, personal and sick days accrued by the Transferring Employees pursuant to Sellers’ policies but remaining unused as of the Closing Date set forth on Schedule 9.1(b)(iv), and shall communicate to the Transferring Employees that such vacation, personal and sick days will be provided.

Employee Transition. (ia) Effective as of the Closing, (i) each of the Business Employees (other than those pharmacists specifically referenced in the Transition Services Agreement who shall remain employed by Sellers during the term of the Transition Services Agreement and shall upon termination of the Transition Services Agreement or the earlier request of Buyer become employees of Buyer with all rights of the Transferring Employees under this Agreement) employee set forth on Schedule 6.03 shall cease to be an employee of the Sellers Seller, and (ii) the Buyer shall offer employment to each such Business Employeeemployee in a comparable (or more favorable) position to such employee’s position with the Seller prior to the Closing as disclosed on Schedule 3.14(a). The Sellers Buyer shall be responsible for the payment of any severance payable to any Transferring Employee whose employment is subsequently terminated, but only to the extent such severance is required pursuant to, and paid in accordance with, the Buyer’s severance policies. The Seller hereby consent consents to the hiring of such employees by the Buyer and waivewaives, with respect to the employment by the Buyer of such employees, any claims or rights the Sellers Seller may have against the Buyer or any such employee under any non-competition, or employment agreement to the extent those agreements would preclude such employment by the Buyer or limit the ability of such employee to perform services on the Buyer’s behalf. The Seller also waives any claims or rights the Seller may have against the Buyer or any such employee under any confidentiality agreements relating to any confidential information relating to the Business. All such employees who accept Buyer’s offer of employment and actually perform services for Buyer on or after the Closing Date are hereinafter referred to as the “Transferring Employees.” (iib) Buyer shall use its commercially reasonable efforts to provide compensation and benefits to the Transferring Employees comparable in the aggregate to those of similarly situated employees of applicable to the Transferring Employees immediately prior to the Closing, as disclosed on Schedule 3.15 (a) (i); provided, however, notwithstanding anything to the contrary herein, (i) with respect to health coverage, the Buyer’s sole obligation shall be to provide Anthem Blue Option A for the one-year period commencing on the Closing Date on substantially the same terms and through the same carrier as provided by the Seller immediately prior to the Closing Date, and (ii) the Buyer shall not be required to provide the Executive Support Plan. With respect to the Buyer’s employee benefit plans other than qualified or non-qualified retirement or other deferred compensation plans, the Buyer shall use its commercially reasonable efforts to cause the Transferring Employees to receive credit for their service with the Sellers Seller as of the Closing Date as disclosed on Schedule 3.15(f), for purposes of eligibility, vesting, contributions, and entitlement to benefits, but shall receive no service credit earned with . With respect to any severance planthe Buyer’s employee qualified or non-qualified retirement or other deferred compensation plans, policy or arrangement adopted by Sellersthe Buyer shall use its commercially reasonable efforts to cause the Transferring Employees to receive credit for their service with the Seller as of the Closing Date as disclosed on Schedule 3.15(f), if anyfor purposes of eligibility and vesting. (iiic) With respect to each welfare plan of the Buyer in which the Transferring Employees become participants, the Buyer shall make commercially reasonable efforts to: (i) cause there to be waived any pre-existing condition, domestic partner or eligibility limitations not applicable to the Transferring Employee under Seller’s similar plans immediately prior to the Closing and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations for the current year, to claims incurred and amounts paid by the Transferring Employees under similar plans maintained by the Sellers Seller immediately prior to the Closing. Seller shall provide Buyer with all information, which shall be complete and accurate, as may be necessary or appropriate to comply with this paragraph, as soon as reasonably practicable following the Closing. (ivd) The Buyer shall not assume any liabilities or obligations for the provision of notice or payment in lieu of notice or any applicable penalties with respect to Transferring Employees or any other employees of the Seller or its Affiliates under the Worker Adjustment and Retraining Notification Act or similar state law (“WARN”), arising as a result of the transactions contemplated by this Agreement, except with respect to any “employment loss” suffered by the Transferring Employees within sixty (60) days after their first date of employment with the Buyer. (e) The Buyer shall assume and provide to the Transferring Employees the equivalent number of vacation, personal and sick days accrued by the Transferring Employees pursuant to Sellers’ Seller’s policies but remaining unused as of the Closing Date set forth on Schedule 9.1(b)(iv)Closing, and shall communicate to the Transferring Employees that such vacation, personal and sick days will be provided. The Buyer shall have no liability in connection with the termination by the Seller of any employee of the Business who is not a Transferring Employee.

Employee Transition. (ia) Effective The parties agree that a transition period shall apply for a period of following the Closing not to exceed sixty (60) days, subject to such earlier termination as may be requested by Purchaser, in its sole discretion, on at least three (3) days’ prior written notice (the “Employee Transition Period”) during which employees historically used in the operation of the Closing, each of Target Companies’ business (the Business Employees (other than those pharmacists specifically referenced in the Transition Services Agreement who “Cash & Go Employees”) shall remain employed by Sellers during Seller Employment Affiliate. During the term Employee Transition Period, the Cash & Go Employees shall remain employees of Seller Employment Affiliate and shall be made available to the Pro Forma Business on the terms of the Employee Leasing Agreement. Notwithstanding anything to the contrary contained in the Employee Leasing Agreement, Seller Employment Affiliate shall be directly responsible for all payroll, employee benefit and other costs and expenses incurred in connection with its obligations under this Section 8.7, and in consideration thereof Purchaser shall pay to Seller Employment Affiliate amounts, monthly in Pesos, as reflect the reasonable, documented out of pocket costs of Seller Employment Affiliate therefor, plus three and one-half percent (3.5%), to be increased to 7 percent after the Employee Transition Services Agreement and shall upon termination Period. (b) Subject to the application of Purchaser’s or its applicable Affiliate’s normal pre-hire employee screening processes, at or prior to the end of the Employee Transition Services Agreement Period, Purchaser shall, or shall, without further consideration therefor, cause one or more of its Affiliates to, make offers of employment to all of the earlier request then-current Cash & Go Employees and all such Cash & Go Employees who accept such offers (collectively, the “Continuing Employees”) shall be terminated as employees of Buyer Seller Employment Affiliate and transferred to and become employees of Buyer with all rights Purchaser or its applicable Affiliate. Purchaser and Seller shall use, and cause Purchaser’s Affiliates and Seller Employment Affiliate, respectively, to use, commercially reasonable best efforts to facilitate and effectuate the transfer of the Transferring all of the Cash & Go Employees under to Purchaser or its Affiliate as contemplated by this Section 8.7. (c) Notwithstanding the foregoing, nothing in this Agreement, whether express or implied, shall (i) shall cease create any right or entitlement of any specific Person or Persons to be an employee of the Sellers and Buyer shall offer continued employment to each such Business Employee. The Sellers hereby consent to the hiring of such employees by Buyer and waivewith Seller Employment Affiliate, with respect to the employment by Buyer of such employees, any claims or rights the Sellers may have against Buyer Purchaser or any such employee under any non-competition, Affiliate of Purchaser or employment agreement to the extent those agreements would preclude such employment by Buyer or limit the ability of such employee to perform services on Buyer’s behalf. All such employees who accept Buyer’s offer of employment and actually perform services for Buyer on or after the Closing Date are hereinafter referred to as the “Transferring Employees.” (ii) Buyer shall use its commercially reasonable efforts to provide compensation and benefits to the Transferring Employees comparable in the aggregate to those be treated as an amendment or other modification of similarly situated employees of Buyer. With respect to Buyer’s any employee benefit plans, Buyer shall use plan of Seller Employment Affiliate or any employee benefit plan maintained by Purchaser or any of its commercially reasonable efforts to cause the Transferring Employees to receive credit for their service with the Sellers as of the Closing Date for purposes of eligibility, vesting, contributions, and entitlement to benefits, but shall receive no service credit earned with respect to any severance plan, policy or arrangement adopted by Sellers, if anyAffiliates. (iiid) With respect to each welfare plan of Buyer in which On or before the Transferring Employees become participants, Buyer shall make commercially reasonable efforts to: give effect, in determining any deductible and maximum out-of-pocket limitations for the current year, to claims incurred and amounts paid by the Transferring Employees under similar plans maintained by the Sellers immediately prior to the Closing. (iv) Buyer shall assume and provide to the Transferring Employees the equivalent number of vacation, personal and sick days accrued by the Transferring Employees pursuant to Sellers’ policies but remaining unused as of 30th day following the Closing Date set forth on Schedule 9.1(b)(iv)Date, Purchaser shall provide Seller with a list of those employees who will not be Continuing Employees for Purchaser. Purchaser and Seller acknowledge and agree that ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall communicate to not be designated as Continuing Employees and that these individuals will assist in the Transferring Employees that such vacation, personal and sick days will be providedtransition services listed in Section 8.6.

Employee Transition. (ia) Effective as As of the ClosingClosing Date and for the period through (the “Employee Transition Period”), each SSM or an SSM Affiliate shall continue to employ the Company Employees and the Newco Companies and SSM shall enter into employee lease arrangements, in form and substance reasonably satisfactory to the parties and included as a SOW under the SSM Administrative Services Agreement (the “Employee Lease”), pursuant to which SSM will lease the Company Employees to the Newco Companies and be reimbursed for all of the Business Employees (other than those pharmacists specifically referenced salary and benefit costs associated with such employees. Unless otherwise agreed upon by the parties in writing, SSM shall retain all employee obligations relating to the Transition Services Agreement who shall remain employed by Sellers Company Employees, including all employee benefit obligations, during the term Employee Transition Period, subject to reimbursement of costs associated with employment of the Transition Services Agreement and shall upon termination Company Employees pursuant to the terms of the Transition Services Agreement or the earlier request of Buyer become employees of Buyer with all rights Employee Lease Agreement. (b) As of the Transferring Employees under this Agreement) shall cease to be an employee end of the Sellers and Buyer Employee Transition Period, the Newco Companies or MSC (as so designated by Medica, “Newco Employer”) shall offer employment to all Company Employees in good standing at current salary levels, in each such Business Employee. The Sellers hereby consent case subject to the hiring of evidence that such employees have passed customary employee screening requirements and excluding any employees that will not transition to employment with Newco Employer as mutually agreed upon by Buyer and waivethe parties. Concurrent with such date, with respect to SSM or its Affiliates shall terminate the employment by Buyer of such employees, any claims or rights the Sellers may have against Buyer or any such employee under any non-competition, or all Company Employees transitioning to employment agreement to the extent those agreements would preclude such employment by Buyer or limit the ability of such employee to perform services on Buyer’s behalf. All such employees who accept Buyer’s offer of employment and actually perform services for Buyer on or after the Closing Date are hereinafter referred to as the “Transferring Employees.” (ii) Buyer shall use its commercially reasonable efforts to provide compensation and benefits to the Transferring Employees comparable in the aggregate to those of similarly situated employees of Buyerwith Newco Employer. With respect to Buyer’s employee benefit planseach Company Employee transitioning to employment with Newco Employer (collectively, Buyer shall use its commercially reasonable efforts the “Hired Company Employees”), Newco Employer will assume the Contributed Companies’ liability to cause the Transferring Employees to receive credit for their service with the Sellers each such Hired Company Employee as of the Closing Date end of the Employee Transition Period for purposes of eligibility(i) vacation, vesting, contributionsholiday and sick day benefits that have accrued prior to such date, and entitlement to all related tax benefits, but and (ii) wages or salary that have accrued prior to such date, and all related tax benefits (collectively, the “Company Employee Liabilities”). To the extent MSC serves as Newco Employer, the Company Employee Liabilities shall receive no service credit earned with respect be reimbursed by the Newco Companies to any severance plan, policy or MSC pursuant to an employee lease arrangement adopted by Sellers, if any. (iii) With respect to each welfare plan of Buyer in which shall be included as a SOW under the Transferring Employees become participants, Buyer shall make commercially reasonable efforts to: give effect, in determining any deductible and maximum out-of-pocket limitations Medica Administrative Services Agreement. Except for the current yearCompany Employee Liabilities or as otherwise set forth herein, to claims incurred none of Medica, the Newco Companies or their Affiliates shall assume or be liable for any obligations or alleged obligations of SSM and amounts paid by the Transferring Employees under similar plans maintained by the Sellers immediately prior its Affiliates to the Closing. (iv) Buyer shall assume and provide to the Transferring Employees the equivalent number of vacationCompany Employees, personal and sick days accrued by the Transferring Employees pursuant to Sellers’ policies but remaining unused as including liabilities under any of the Closing Date set forth on Schedule 9.1(b)(iv)Employee Benefit Plans; liabilities for any EEOC claim, wage and shall communicate hour claim, unemployment compensation claim, or worker’s compensation claim; and all federal, state and local tax liabilities related to the Transferring Employees that such vacation, personal and sick days will be providedunassumed liabilities.