APPLICABLE REGULATIONS
RELATING TO TAX MATTERS EXPIRES WITH RESPECT TO ANY TAXATION YEAR THAT IS
RELEVANT IN DETERMINING ANY LIABILITY WITH RESPECT TO THOSE TAX MATTERS, AND
(II) WITH RESPECT TO 3.31, UNDER APPLICABLE ETA ELECTION REGULATIONS.
ARTICLE 8
EFFECT OF CLOSING ON EMPLOYMENT MATTERS
8.1
EMPLOYMENT BY BUYER.
SELLER AND BUYER SHALL CO-OPERATE TO EFFECT
AN ORDERLY TRANSFER TO THE EMPLOY OF BUYER OF ONLY THOSE EMPLOYEES OF SELLER
WHOSE NAMES ARE SET FORTH ON EXHIBIT I ATTACHED HERETO (THE "EMPLOYEES").
(A)
NOTICE OF TERMINATION AND OFFER.
NO LATER THAN TEN (10) BUSINESS
DAYS PRIOR TO THE CLOSING DATE, SELLER SHALL NOTIFY THE EMPLOYEES IN WRITING, IN
A FORM ACCEPTABLE TO BUYER, OF THE PENDING SALE OF THE BUSINESS TO THE BUYER AND
THAT, UPON CLOSING, AS A RESULT OF THE SALE, THEIR EMPLOYMENT WILL CONTINUE WITH
BUYER ON TERMS OFFERED BY BUYER AND THAT THEIR EMPLOYMENT WITH SELLER
20
WILL TERMINATE.
ON THE SAME DAY, BUYER SHALL MAKE TO THE EMPLOYEES WRITTEN
OFFERS OF EMPLOYMENT WHICH SHALL INCLUDE THE FOLLOWING TERMS AND CONDITIONS:
(I)
THE JOB DESCRIPTION AND TERMS AND CONDITIONS OF EMPLOYMENT WILL
BE SUBSTANTIALLY SIMILAR TO THOSE THEN IN EFFECT;
(II)
THE SALARY WILL BE THE SAME AS THAT CURRENTLY OFFERED BY SELLER
TO SUCH EMPLOYEES; AND
(III)
THE BALANCE OF THE REMUNERATION PACKAGE (INCLUDING BONUS; RRSP
AND GROUP EXTENDED HEALTH, LONG-TERM DISABILITY AND LIFE INSURANCE; BUT, FOR THE
AVOIDANCE OF DOUBT, EXCLUDING PENSION OR RETIREMENT BENEFITS AND FUTURE EQUITY
INCENTIVES WHICH WILL BE DETERMINED BY BUYER) WILL BE SUBSTANTIALLY SIMILAR TO
THAT OFFERED BY SELLER.
(B)
TRANSFERRING EMPLOYEES AND NON-TRANSFERRING EMPLOYEES.
NO LATER
THAN FOUR (4) BUSINESS DAYS PRIOR TO THE CLOSING DATE, BUYER SHALL DELIVER TO
SELLER A LIST OF THE NAMES OF THE EMPLOYEES WHO HAVE ACCEPTED AS OF THAT DATE
BUYER'S OFFER OF EMPLOYMENT (THE "TRANSFERRING EMPLOYEES") AND OF THE NAMES OF
THE EMPLOYEES WHO HAVE NOT ACCEPTED BUYER'S OFFER OF EMPLOYMENT (THE
"NON-TRANSFERRING EMPLOYEES").
TO THE EXTENT ANY OF THE NON-TRANSFERRING
EMPLOYEES SUBSEQUENTLY ACCEPT BUYER'S OFFER PRIOR TO THE CLOSING DATE, THEY
SHALL, FOR THE PURPOSES OF THIS AGREEMENT, BE CONSIDERED TO BE TRANSFERRING
EMPLOYEES.
(C)
NON-TRANSFERRING EMPLOYEES.
SELLER SHALL BE WHOLLY RESPONSIBLE
FOR ALL PAY IN LIEU OF NOTICE AND OTHER SEVERANCE PAYMENTS, WRONGFUL DISMISSAL
DAMAGES AND ALL OTHER COSTS AND EXPENSES (INCLUDING LEGAL FEES) RELATED TO THE
TERMINATION OF EMPLOYMENT OF THE NON-TRANSFERRING EMPLOYEES AND THE EMPLOYEES OF
SELLER NOT LISTED ON EXHIBIT I AND HEREBY INDEMNIFIES BUYER WITH RESPECT TO THE
SAME.
(D)
ABSENT EMPLOYEES.
NOTWITHSTANDING ANYTHING ELSE IN THIS ARTICLE
8, IN RESPECT OF ANY EMPLOYEE WHO IS ABSENT FROM WORK IMMEDIATELY PRIOR TO AND
ON THE CLOSING DATE ON AN APPROVED LEAVE OF ABSENCE, INCLUDING PREGNANCY,
PARENTAL, JURY, MEDICAL OR DISABILITY LEAVE, BUYER SHALL OFFER EMPLOYMENT TO
SUCH EMPLOYEE IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE 8, EXCEPT THAT FOR
ANY EMPLOYEE WHO IS ABSENT FROM WORK ON SUCH A LEAVE OF ABSENCE THE DATE OF
TERMINATION OF EMPLOYMENT WITH SELLER AND THE DATE