BUYER AND SELLER
HAVE AGREED WILL BE EMPLOYED BY BUYER AFTER THE CLOSING (THE "SECOND TERRITORY
EMPLOYEES") BY NAME AND, TO THE EXTENT APPLICABLE, ACCURATELY DESCRIBES WITH
RESPECT TO EACH SECOND TERRITORY EMPLOYEE, HIS OR HER: (I) EMPLOYMENT STATUS,
(II) JOB TITLE, (III) EDUCATION, (IV) HIRE DATE, (V) [
] AND [
] BASE
SALARY, (VI) [
] AND [
] TARGET BONUS, (VII) [
] AND [
] HOUSING
ALLOWANCE, (VIII) FISCAL YEAR [
] VACATION ENTITLEMENT (DAYS) AND VACATION
AMOUNT, AND (IX) A DESCRIPTION AND THE AMOUNT OF ALL THE OTHER COMPENSATION.
SCHEDULE 5.7 CONTAINS A LIST OF OTHER SIGNIFICANT AND FRINGE BENEFITS SUCH AS
MEDICAL AND LIFE INSURANCE COVERAGE AND EQUITY INCENTIVE PROGRAMS TO WHICH ANY
OF THE SECOND TERRITORY EMPLOYEES ARE ENTITLED. SUBJECT TO SECTION 5.10, BUYER
WILL OFFER EMPLOYMENT TO EACH OF THE SECOND TERRITORY EMPLOYEES. BUYER SHALL NOT
OFFER EMPLOYMENT TO ANY EMPLOYEE OF THE SELLER ENTITIES NOT DESIGNATED ON
SCHEDULE 5.7.
(B)
TERMINATION OF EMPLOYMENT. ON OR IMMEDIATELY AFTER THE DATE BUYER
OR ONE OF ITS AFFILIATES OFFERS EMPLOYMENT TO A SECOND TERRITORY EMPLOYEE, THE
APPLICABLE SELLER
(17)
New CA to be entered into in connection with Second Territory
planning/production process.
(18)
Subject to revision based on applicable Laws.
40
ENTITY SHALL NOTIFY THAT SECOND TERRITORY EMPLOYEE OF ITS INTENTION TO TERMINATE
SUCH INDIVIDUAL'S EMPLOYMENT AS OF THE CLOSING. SELLER ENTITIES AGREE THAT FOR
PURPOSES OF SECTION 5.5 OF THIS AGREEMENT, EACH SECOND TERRITORY EMPLOYEE SHALL
BE DEEMED TO BE AN EMPLOYEE OF BUYER REGARDLESS OF WHETHER SUCH INDIVIDUAL
BECOMES A TRANSFERRED SECOND TERRITORY EMPLOYEE.
(C)
EMPLOYMENT OF TRANSFERRED SECOND TERRITORY TRANSFERRED EMPLOYEES
BY BUYER. EACH SECOND TERRITORY TRANSFEREE WHO ACCEPTS, IN A MANNER REASONABLY
ACCEPTABLE TO BUYER, AN OFFER OF EMPLOYMENT FROM BUYER OR ITS DESIGNEE PRIOR TO
THE CLOSING DATE (A "TRANSFERRED SECOND TERRITORY EMPLOYEE") WILL BECOME
EMPLOYED BY BUYER OR ITS DESIGNEE AS OF HIS/HER DESIGNATED START DATE WITH BUYER
(EACH SUCH INDIVIDUAL'S "START DATE"), WHICH SHALL BE ON THE CLOSING DATE.
EFFECTIVE ON HIS OR HER START DATE, EACH TRANSFERRED SECOND TERRITORY EMPLOYEE
WILL BE UNDER THE EXCLUSIVE SUPERVISION OF BUYER OR AN AFFILIATE OF BUYER AND,
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, SUBJECT TO BUYER'S POLICIES AND
PROCEDURES. PRIOR TO SUCH INDIVIDUAL'S START DATE, EACH TRANSFERRED SECOND
TERRITORY EMPLOYEE SHALL BE UNDER THE EXCLUSIVE SUPERVISION OF SELLER ENTITIES
AND SUBJECT TO SELLER ENTITIES' POLICIES AND PROCEDURES. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, TO THE EXTENT THAT ANY TRANSFERRED SECOND
TERRITORY EMPLOYEE REMAINS OR OTHERWISE PERFORMS SERVICES ON SELLER ENTITIES'
PREMISES ON OR AFTER THE START DATE, SUCH PERSON SHALL COMPLY WITH THE TERMS OF
SELLER ENTITIES' RULES AND REGULATIONS APPLICABLE TO VENDORS, CUSTOMERS AND
OTHER GENERAL VISITORS REGARDING SUCH PREMISES. SELLER ENTITIES SHALL PROVIDE
BUYER WITH A COPY OF SUCH POLICIES ON OR PRIOR TO THE START DATE. FOR THE
AVOIDANCE OF DOUBT, ALL SUCH TRANSFERRED SECOND TERRITORY EMPLOYEES SHALL BE
SUBJECT TO BUYER'S, NOT SELLER ENTITIES', WRITTEN EMPLOYEE POLICIES. IF ANY
PERSON NOT DESIGNATED