PERMITTED TO MAKE AN OFFER OF
EMPLOYMENT TO ANY TSA EMPLOYEES SET FORTH ON SCHEDULE 6.1(A)(III) UNTIL THE DATE
THAT NOTICE IS RECEIVED FROM BUYERS THAT EACH OF THE TRANSITION
43
SERVICES AGREEMENT AND TRANSITION SUPPLY AGREEMENT WILL BE TERMINATING WITHIN
SIXTY (60) DAYS AND SUCH OFFER SHALL ONLY BE EFFECTIVE UPON THE COMPLETION OF
THE SERVICES UNDER THE TRANSITION SERVICES AGREEMENT OR TRANSITION SUPPLY
AGREEMENT IN THE PROVISION OF WHICH SUCH TSA EMPLOYEE IS ENGAGED.
NOTWITHSTANDING ANYTHING IN THE FOREGOING TO THE CONTRARY, NOTHING IN THIS
AGREEMENT SHALL IMPOSE AN OBLIGATION ON ANY BUYER TO OFFER EMPLOYMENT TO ANY
EMPLOYEE OF THE SELLERS OR OFFER ANY SPECIFIED COMPENSATION OR OTHER BENEFITS
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN.
(B)
TRANSFERRED EMPLOYEES.
EACH BUSINESS
EMPLOYEE AND TSA EMPLOYEE WHO ACCEPTS AN OFFER MADE UNDER SECTION 6.1(A) AND WHO
BECOMES EMPLOYED BY A BUYER (OR ANY OF ITS AFFILIATES) SHALL BE CONSIDERED A
"TRANSFERRED EMPLOYEE" FROM AND AFTER HIS OR HER EMPLOYMENT BY A BUYER (OR ANY
OF ITS AFFILIATES).
(C)
COOPERATION BY SELLERS.
TO FACILITATE THE
HIRING BY OR ON BEHALF OF BUYERS (OR ONE OR MORE OF THEIR AFFILIATES) OF THE
BUSINESS EMPLOYEES AND TSA EMPLOYEES, SELLERS SHALL, AND SHALL CAUSE THEIR
APPLICABLE AFFILIATES TO, PERMIT BUYERS TO MEET AND OTHERWISE CONTACT SUCH
EMPLOYEES DURING THE TIME PERIODS SET FORTH IN SECTION 6.1(A); PROVIDED,
HOWEVER, THAT SELLERS AND BUYERS SHALL COOPERATE TO ENSURE THAT SUCH INITIAL
CONTACT WITH THE BUSINESS EMPLOYEES WILL BE MADE, AT THE LATEST, TWENTY (20)
BUSINESS DAYS AFTER THE DATE HEREOF, AND SUCH INITIAL AND SUBSEQUENT PRE-CLOSING
CONTACTS WILL BE CONDUCTED AT REASONABLE TIMES AND UPON REASONABLE NOTICE AND AT
ALL TIMES IN A MANNER THAT IS REASONABLY ACCEPTABLE TO SELLERS.
6.2
PRIOR SERVICE.
EACH TRANSFERRED EMPLOYEE
SHALL BE GIVEN FULL CREDIT FOR ALL HIS OR HER SERVICE WITH SELLERS AND THEIR
AFFILIATES FOR PURPOSES OF (A) DETERMINING VESTING AND ELIGIBILITY TO
PARTICIPATE
UNDER ALL OF BUYERS' AND THEIR APPLICABLE AFFILIATES' EMPLOYEE
BENEFIT PLANS, (B) CALCULATING SEVERANCE BENEFITS, AND (C) CALCULATING VACATION
BENEFITS.
AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN FIVE (5) BUSINESS
DAYS FROM THE DATE OF REQUEST BY BUYERS, SELLERS SHALL PREPARE AND PROVIDE TO
BUYERS SCHEDULE 6.2, WHICH SHALL LIST ALL PERIODS OF SERVICE WITH SELLERS AND
THEIR AFFILIATES FOR EACH BUSINESS EMPLOYEE FOR WHOM INFORMATION IS REQUESTED BY
BUYERS.
6.3
PARTICIPATION BY TRANSFERRED EMPLOYEES IN
BUYERS' BENEFIT PLANS.
BUYERS SHALL, AND SHALL CAUSE THEIR APPLICABLE
AFFILIATES TO, OFFER EACH TRANSFERRED EMPLOYEE THE OPPORTUNITY TO PARTICIPATE,
IMMEDIATELY AFTER THE CLOSING, IN ALL OF THE EMPLOYEE BENEFIT PLANS (OF THE
APPLICABLE BUYER OR AFFILIATE) FOR WHICH EACH SUCH TRANSFERRED EMPLOYEE WOULD BE
ELIGIBLE UNDER THE ELIGIBILITY REQUIREMENTS FOR EACH SUCH PLAN.
EACH
TRANSFERRED EMPLOYEE WILL BE COVERED UNDER THE EMPLOYEE BENEFIT PLANS OF THE
APPLICABLE BUYER OR AFFILIATE THAT ARE AVAILABLE TO OTHER EMPLOYEES OF SUCH
BUYER OR AFFILIATE WHO ARE EMPLOYED IN SIMILAR CATEGORIES OF EMPLOYMENT, TO THE
EXTENT EACH SUCH TRANSFERRED EMPLOYEE OTHERWISE MEETS THE ELIGIBILITY
REQUIREMENTS