OCCURS ON OR AFTER THE CLOSING DATE.
FOR PURPOSES OF THIS
SECTION 5.5(B), THE TERMS "GROUP HEALTH PLAN," "CONTINUATION COVERAGE" AND
"QUALIFYING EVENT" SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN COBRA.
(C)
SEVERANCE; RETENTION; BONUSES.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, (I) PURCHASER SHALL, OR SHALL CAUSE ITS AFFILIATES TO, HAVE IN
EFFECT FOR AT LEAST TWELVE (12) MONTHS FOLLOWING THE CLOSING DATE SEVERANCE AND
RETENTION PLANS, PRACTICES AND POLICIES APPLICABLE TO EACH TRANSFERRED EMPLOYEE
ON THE CLOSING DATE THAT ARE NOT LESS FAVORABLE THAN SUCH POLICIES IN EFFECT
IMMEDIATELY PRIOR TO THE CLOSING DATE WITH RESPECT TO SUCH EMPLOYEE, AND
PURCHASER SHALL INDEMNIFY, IN ACCORDANCE WITH ARTICLE VIII HEREOF, AND HOLD
HARMLESS SELLER AND ITS AFFILIATES FROM ANY SEVERANCE LIABILITIES WITH RESPECT
TO NON-EU BUSINESS EMPLOYEES, EXCEPT AS PROVIDED IN SECTION 2.5(A)(VII) AND
SECTION 2.5(A)(XII), AND (II) PURCHASER SHALL, OR SHALL CAUSE ITS AFFILIATES TO,
ENSURE THAT EACH TRANSFERRED EMPLOYEE WHO WAS NOTIFIED OF HIS OR HER TARGET
BONUS FOR THE CURRENT FISCAL YEAR PRIOR TO THE CLOSING DATE, AND WHO MEETS THE
PERFORMANCE TARGETS, IF ANY, ESTABLISHED AT THE TIME OF SUCH NOTIFICATION,
RECEIVES AN ANNUAL BONUS AT LEAST EQUAL TO SUCH TARGET BONUS.
FOR THE AVOIDANCE
OF DOUBT, SELLER AGREES TO REIMBURSE PURCHASER FOR ANY PAYMENT MADE BY PURCHASER
TO A TRANSFERRED EMPLOYEE IN RESPECT OF ANY RETENTION, CHANGE IN CONTROL OR
SIMILAR AGREEMENT OR OBLIGATION ENTERED INTO OR OTHERWISE AGREED UPON PRIOR TO
THE CLOSING OR ANY PERFORMANCE BONUS.
(D)
LIABILITIES.
EXCEPT AS SET FORTH IN SECTION 2.5(A)(VII) THROUGH
2.5(A)(XII) FROM AND AFTER THE CLOSING DATE, PURCHASER SHALL, OR SHALL CAUSE ITS
AFFILIATES TO, (I) HONOR, PAY, PERFORM AND SATISFY ANY AND ALL LIABILITIES,
OBLIGATIONS AND RESPONSIBILITIES TO, OR IN RESPECT OF, EACH TRANSFERRED EMPLOYEE
ARISING, BEFORE OR UPON THE CLOSING DATE, UNDER APPLICABLE LAW OR UNDER
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the terms of any employment, consulting, severance or similar agreement or
obligation in accordance with the terms thereof; and (ii) assume, honor and be
solely responsible for paying, providing and satisfying when due (A) all
vacation, personal days, sick pay and other paid time off for Transferred
Employees earned or accrued but unused as of the Closing Date, on terms and
conditions not less favorable than the terms and conditions in effect
immediately prior to the Closing Date, and (B) all compensation (including
salary, wages, commissions, bonuses, incentive compensation, overtime, premium
pay and shift differentials), vacation, personal days, sick pay and other paid
time off, benefits and benefit claims, severance and termination pay, notice and
benefits under all applicable Laws and under any Benefit Plan, collective
bargaining agreement, or other plan, policy, practice or agreement and all other
Liabilities, in each case accruing, incurred or arising as a result of
employment or separation from employment with Purchaser or its Affiliates after
the Closing Date with respect to Transferred Employees.
(E)
TAX-QUALIFIED PLANS.
EACH TRANSFERRED EMPLOYEE WHO IS A
PARTICIPANT IN THE TYCO ELECTRONICS RETIREMENT SAVINGS AND INVESTMENT PLAN (THE
"TYCO ELECTRONICS SAVINGS PLAN") SHALL CEASE