AND HOLD
HARMLESS FSI FROM AND AGAINST ALL CLAIMS, COSTS (INCLUDING REASONABLE ATTORNEYS
FEES), LIABILITIES AND DAMAGES ARISING OUT OF ANY CLAIM BY ANY SUCH PERSON FOR
PAYMENT OF SALARY, BONUS OR COMMISSIONS, FOR A BREACH OF APPLICABLE LAWS OR
REGULATIONS RELATING TO THE TRANSFER OF EMPLOYEES, FOR UNFAIR DISMISSAL OR FOR
THE
*Confidential Treatment Requested
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payment of severance amounts or redundancy payments arising, directly or
indirectly from the employment transferred to FSI or its termination by FSI; in
exercising the foregoing rights, FSI shall use commercially reasonable efforts
so as to minimize the amount of any claims by such employee for payment of
salary, bonuses or commissions, for damages for unfair dismissal or for the
payment of severance and redundancy amounts.
(D)
NO LATER THAN THIRTY (30) DAYS FROM THE EFFECTIVE DATE, METRON
SHALL PROVIDE TO FSI ALL DOCUMENTS DESCRIBING OR CONSTITUTING EMPLOYEE BENEFITS
PLANS OR ARRANGEMENTS APPLICABLE TO THE TRANSFERRED EMPLOYEES THAT ARE DISCLOSED
IN THE UPDATE TO SCHEDULE 9.1(J) TO BE DELIVERED AFTER THE EFFECTIVE DATE IN
ACCORDANCE WITH SECTION 6.1.
(E)
METRON SHALL PAY TO THE TRANSFERRED EMPLOYEES ALL SALARIES,
BONUSES, COMMISSIONS, VACATION PAY, EXPENSES CLAIMS, SICK PAY AND SIMILAR
COMPENSATION DUE AND PAYABLE TO THE TRANSFERRED EMPLOYEES THROUGH AND INCLUDING
THE CLOSING DATE.
IN ADDITION, METRON OR THE RELEVANT METRON SELLING AFFILIATE
SHALL PAY TO THE TRANSFERRED EMPLOYEES ALL COMMISSIONS ARISING IN RESPECT OF
CLOSING DATE PRODUCT PURCHASE ORDERS AND CLOSING DATE SPARE PARTS PURCHASE
ORDERS IN ACCORDANCE WITH ANY COMMISSION PLANS OR PROGRAMS IN EFFECT AT METRON
FOR SUCH TRANSFERRED EMPLOYEES.
ALL SUCH AMOUNTS REFERRED TO ABOVE SHALL BE
PAID TO THE TRANSFERRED EMPLOYEES ON OR BEFORE THE CLOSING DATE.
(F)
METRON SHALL ASSIGN OR SHALL CAUSE ITS RELEVANT AFFILIATES TO
ASSIGN TO FSI OR ITS DESIGNATED AFFILIATES ALL AUTO LEASES HELD BY METRON OR ITS
AFFILIATES ON THE CLOSING DATE FOR AUTOMOBILES USED BY ANY OF THE TRANSFERRED
EMPLOYEES IN THE DISTRIBUTION BUSINESS, SUBJECT TO THE CONSENT OF THE LESSORS,
IF NECESSARY.
IN THE EVENT METRON OR ITS AFFILIATES ARE UNABLE TO SECURE THE
CONSENT OF ANY OF THE LESSOR TO THE ASSIGNMENT OF SUCH LEASES, METRON SHALL OR
SHALL CAUSE ITS AFFILIATES TO CONTINUE TO MAKE ALL LEASE AND INSURANCE PAYMENTS
IN RESPECT OF SUCH AUTOS FOR THE REMAINDER OF THE LEASE TERM.
METRON SHALL
INVOICE FSI FOR ALL SUCH AUTO LEASE AND INSURANCE PAYMENTS ON A MONTHLY BASIS,
WHICH INVOICES SHALL BE PAID BY FSI WITHIN THIRTY (30) DAYS OF THE DATE OF
INVOICE.
6.3
FSI Responsibilities.
FSI shall have the following
responsibilities and liabilities with respect to Transferred Employees:
(A)
FSI SHALL CONSULT WITH METRON AND PROVIDE METRON WITH ALL
RELEVANT INFORMATION, IN GOOD FAITH, CONCERNING FSI'S PLANS FOR THE DISTRIBUTION
BUSINESS IN ORDER TO ENABLE METRON TO FULFILL ITS OBLIGATIONS TO THE EMPLOYEES
OF THE DISTRIBUTION BUSINESS AS PROVIDED IN SECTION 6.2(A) ABOVE.
FSI SHALL
FURTHER PARTICIPATE WITH METRON IN SUCH CONSULTATIONS WITH EMPLOYEES AS AND TO
THE EXTENT REASONABLY REQUESTED BY METRON.
(B)
FSI SHALL CONTINUE