PARTY THAT RECEIVES THE REVENUE SHALL BE RESPONSIBLE
FOR SUCH COST.
WITH RESPECT TO ANY UNITS THAT SELLER HAS SENT TO A THIRD PARTY
TO BE REPAIRED OR REFURBISHED PRIOR TO CLOSING, WHETHER PURSUANT TO A WARRANTY
OR OTHERWISE, SELLER SHALL BE RESPONSIBLE FOR ANY AMOUNT OWED TO SUCH THIRD
PARTY IN CONSIDERATION FOR SUCH REPAIRS OR REFURBISHMENT, REGARDLESS OF WHETHER
THE REPAIR OR REFURBISHMENT IS COMPLETED BEFORE OR AFTER THE CLOSING AND
REGARDLESS OF WHETHER THE BILL FOR THE REPAIR OR REFURBISHMENT IS RECEIVED
BEFORE OR AFTER THE CLOSING.
UPON COMPLETION OF THE REPAIR OR REFURBISHMENT,
SELLER SHALL DIRECT ANY SUCH REPAIRED OR REFURBISHED UNITS TO BUYER AND SUCH
UNITS SHALL BE CONSIDERED INVENTORY THAT IS AN ACQUIRED ASSET PURSUANT TO THE
PURCHASE AGREEMENT.
5.
EMPLOYMENT TRANSITION.
SELLER SHALL PROVIDE THE SERVICES
OF THE NEW BUYER EMPLOYEES TO BUYER UNTIL NO LATER THAN APRIL 30, 2002 PURSUANT
TO THE TERMS OF THE TRANSITION CONSULTING REIMBURSEMENT AGREEMENT DATED AS OF
EVEN DATE HEREWITH, DURING WHICH PERIOD (THE "EMPLOYMENT TRANSITION PERIOD")
SUCH EMPLOYEES (EXCEPT TO THE EXTENT THEIR EMPLOYMENT ENDS, COLLECTIVELY OR
INDIVIDUALLY, FOR THE REASONS SET FORTH IN SECTION 2.1 OF THE TRANSITION
CONSULTING REIMBURSEMENT AGREEMENT) SHALL REMAIN EMPLOYEES OF SELLER, SHALL
REMAIN ON THE PAYROLL OF SELLER AND SHALL CONTINUE TO PARTICIPATE IN SELLER
BENEFIT PLANS.
BUYER SHALL REIMBURSE SELLER FOR THE EMPLOYMENT EXPENSES OF THE
NEW BUYER EMPLOYEES DURING THE EMPLOYMENT TRANSITION PERIOD PURSUANT TO THE
TERMS OF THE TRANSITION CONSULTING REIMBURSEMENT AGREEMENT.
EFFECTIVE NO LATER
THAN MAY 1, 2002, THE ARRANGEMENT SHALL TERMINATE AND THOSE NEW BUYER EMPLOYEES
WHO HAVE BEEN OFFERED EMPLOYMENT WITH BUYER AND HAVE ACCEPTED SUCH OFFER SHALL
BE EMPLOYED BY BUYER.
* Confidential information.
Information has been redacted.
13
6.
DIVISION AND SUBLEASE OF PREMISES.
6.1
DIVISION OF PREMISES.
AS SOON AS
PRACTICABLE AFTER THE CLOSING, SELLER SHALL PREPARE A FLOOR PLAN PROVIDING FOR
THE DIVISION OF SELLER'S PREMISES LOCATED AT 1155 KAS DRIVE, RICHARDSON, TEXAS
("SELLER PREMISES") INTO A SEPARATE SPACE FOR EACH OF SELLER AND BUYER, WHICH
TWO SPACES SHALL BE DIVIDED BY INTERNAL WALLS AND SHALL EACH BE ACCESSIBLE ONLY
BY EXTERNAL ENTRIES (WITH THE POSSIBLE EXCEPTION OF AN EMERGENCY EXIT INTERNAL
DOORWAY BETWEEN THE TWO SPACES).
SELLER SHALL CONSULT WITH BUYER WITH RESPECT
TO SUCH FLOOR PLAN AND SHALL REASONABLY CONSIDER BUYER'S RECOMMENDATIONS TO THE
EXTENT BUYER IS AFFECTED BY ANY DECISIONS.
SELLER SHALL BE RESPONSIBLE FOR
IMPLEMENTING AND CONSTRUCTING THE NEW FLOOR PLAN.
BUYER SHALL REIMBURSE SELLER
FOR THE REASONABLE COSTS INCURRED BY SELLER IN CONSTRUCTING ANY NEW INTERNAL
WALLS REQUIRED TO DIVIDE BUYER AND SELLER SPACE.
6.2
SUBLEASE.
ONCE THE SEPARATION SET FORTH
ABOVE IS COMPLETED, SELLER AND BUYER SHALL ENTER INTO A SUBLEASE AGREEMENT
PURSUANT TO WHICH SELLER SHALL SUBLEASE TO BUYER FOR THE PERIOD BETWEEN CLOSING
AND DECEMBER 31, 2003 (THE "LEASE TRANSITION PERIOD") THE FOLLOWING SPACE IN
BUYER'S PORTION OF THE SELLER PREMISES: (A) AN AMOUNT OF SPACE NO LESS THAN TEN
THOUSAND (10,000) SQUARE FEET SUITABLE TO BE USED BY BUYER