definiens: means any individual who is an employee of Seller or any of its Subsidiaries ( a ) who primarily provides services tothe Business immediately prior to the Closing, including any such employee who is on an approved leave of absence, as set forth as of thedate of this Agreement in Section 3.16(a ) of the Seller Disclosure Schedules, or ( b ) who is otherwise mutually agreed by Seller and Purchaserafter the date hereof to be included in the updated Section 3.16(a ) of the Seller Disclosure Schedules described in clause ( a ), provided, however, that no employee who performs services outside of the United States or who primarily provides general and administrative servicesshall be a Business Employee unless mutually - 7 -agreed by the Parties . Seller shall notify Purchaser as soon as reasonably practicable of any employee hired to fill a Business Employeevacancy between the date of this Agreement and the Closing Date, provided, however, any addition or subtraction of a role as a BusinessEmployee role ( whether vacant or occupied ) shall be subject to the mutual agreement of the Parties no later than twenty ( 20 ) Business Daysprior to the Closing Date