AS A "CRITICAL EMPLOYEE" ON SCHEDULE 9.1(G) DOES NOT
ACCEPT BUYER'S OFFER OF EMPLOYMENT, THEN THE SELLER ENTITIES SHALL USE THEIR
REASONABLE BEST EFFORTS TO PROVIDE A SUBSTITUTE, MUTUALLY AGREED UPON WITH
BUYER, WHO WILL ACCEPT BUYER'S OFFER OF EMPLOYMENT.
(D)
RESERVATION OF RIGHTS; NO THIRD PARTY RIGHTS. SUBJECT TO
APPLICABLE LAW, NOTHING CONTAINED IN THE AGREEMENT SHALL RESTRICT THE ABILITY OF
BUYER OR AN AFFILIATE OF BUYER TO TERMINATE THE EMPLOYMENT OF ANY TRANSFERRED
SECOND TERRITORY EMPLOYEE FOR ANY REASON AT ANY TIME ON OR AFTER HIS OR HER
START DATE EXCEPT THAT BUYER SHALL NOT TERMINATE ANY SUCH EMPLOYEE OTHER THAN
FOR CAUSE FOR A PERIOD OF FOUR (4) MONTHS FROM THE CLOSING. SUBJECT TO
APPLICABLE LAW, EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER BUYER NOR ANY OF
ITS AFFILIATES SHALL BE REQUIRED TO MAINTAIN ANY SPECIFIC BENEFIT PLAN OR OTHER
COMPENSATION OR EMPLOYEE BENEFIT PLAN, PROGRAM, POLICY OR PRACTICE FOLLOWING THE
CLOSING DATE. NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL CREATE ANY
RIGHTS IN ANY PERSON, INCLUDING, WITHOUT LIMITATION ANY TRANSFERRED SECOND
TERRITORY EMPLOYEE, WHO IS NOT A PARTY TO THIS AGREEMENT.
(E)
IMMIGRATION/VISA STATUS OF TRANSFERRED EMPLOYEES. THE PARTIES
SHALL COOPERATE TO ENSURE THAT TRANSFERRED SECOND TERRITORY EMPLOYEES WHO ARE
NOT CITIZENS OF THE COUNTRY IN WHICH THEY ARE DOMICILED HAVE PROPER VISAS TO
COMMENCE WORK WITH BUYER OR AN AFFILIATE OF BUYER ON THE CLOSING DATE OR AS SOON
AS PRACTICABLE THEREAFTER.
(F)
OFFER OF EMPLOYMENT. NOT LESS THAN FIVE (5) DAYS PRIOR TO THE
CLOSING DATE, BUYER SHALL OFFER (OR SHALL CAUSE ONE OF ITS AFFILIATES TO OFFER)
EMPLOYMENT, PURSUANT TO A PROCEDURE MUTUALLY AGREED UPON BY BUYER AND SELLER
ENTITIES, TO EACH SECOND TERRITORY EMPLOYEE WHO IS EMPLOYED BY SELLER ENTITIES
OR THEIR AFFILIATES ON THE DATE SUCH OFFER IS MADE,
41
CONTINGENT UPON THE CLOSING AND UPON EACH SUCH SECOND TERRITORY EMPLOYEE
SATISFYING BUYER'S HIRING REQUIREMENTS AT THE TIME HE OR SHE SEEKS TO COMMENCE
ACTIVE EMPLOYMENT AT BUYER ON HIS OR HER START DATE. THE SELLER ENTITIES AND
BUYER SHALL JOINTLY COOPERATE TO ENCOURAGE THE SECOND TERRITORY EMPLOYEES TO
ACCEPT ON OR BEFORE THE CLOSING DATE THE WRITTEN OFFERS OF EMPLOYMENT MADE BY
BUYER. BUYER SHALL NOT TAKE ANY ACTIONS OR MAKE ANY COMMUNICATIONS WITH OR TO
THE SECOND TERRITORY EMPLOYEES PRIOR TO THE CLOSING DATE REGARDING THEIR FUTURE
EMPLOYMENT WITH BUYER WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLER ENTITIES.
THE SELLER ENTITIES SHALL PERMIT BUYER, WITH THE SELLER ENTITIES' PRIOR WRITTEN
CONSENT, TO HAVE REASONABLE ACCESS TO THE SECOND TERRITORY EMPLOYEES IN
FURTHERANCE OF THIS COMMON GOAL.
(G)
[PROVISIONS FOR SECOND TERRITORY EMPLOYEES IN OTHER
COUNTRIES].(19)
5.8
Employee Benefit Matters. Buyer hereby agrees that following the
applicable Closing Date it shall, or it shall cause its Affiliate to, provide
the Transferred Second Territory Employees with compensation (salary, bonus
opportunity and incentive compensation opportunity) that is no less in the
aggregate than that provided to such Employees immediately prior to the
applicable Closing Date.
(a)
Subject