the Closing Date.
During
the period between the signing of this Agreement and the Closing Date, the
Shareholder shall operate RESO solely in the ordinary course of Business
consistent with past practices, excepting only that the Shareholder may cause
RESO to transfer, assign, release or otherwise dispose of cash to the
Shareholder.
Except as provided in the preceding sentence, during the period
from the signing of this Agreement and the Closing Date there shall not be any
material increases or decreases in compensation, capital expenditures, asset
sales or affiliate transactions involving RESO and/or the Shareholder, nor
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shall there be any unusual cash withdrawals, unusual payments, unusual contracts
or contract provisions, or other unusual transactions or business practices
involving RESO and/or the Shareholder.
ARTICLE VII
EMPLOYMENT MATTERS
7.1
Current Employees.
The aggregate annual
base salary of each person employed by RESO shall be as set forth in the
Employee Salary Letter attached hereto as Schedule 7.1; and
7.2
Management of Surviving Corporation.
From
and after the Effective Time, until his successor is duly elected and qualified,
the Shareholder shall serve as President of RESO Surviving Corporation,
reporting to the President and the Chief Operating Officer of THK, with
authority and responsibility to manage and control the day-to-day operations of
RESO Surviving Corporation subject to the overall control of the board of
directors of RESO Surviving Corporation and THK.
Specifically:
(A)
THE SHAREHOLDER SHALL HAVE THE AUTHORITY TO
(1) ESTABLISH ALL EMPLOYEE PERSONNEL POLICIES INVOLVING RESO SURVIVING
CORPORATION, (2) MAKE ALL DECISIONS REGARDING PERSONS EMPLOYED BY RESO SURVIVING
CORPORATION, (3) ESTABLISH MARKETING AND SERVICE STRATEGIES FOR RESO SURVIVING
CORPORATION, AND (4) TO ESTABLISH AND CHANGE, FROM TIME TO TIME, ALL POLICIES
AND PRACTICES RELATING TO THE PRICING OF RESO SURVIVING CORPORATION PRODUCTS AND
SERVICES.
(B)
NOTWITHSTANDING THE PROVISIONS OF CLAUSE (A) ABOVE,
NEITHER RESO SURVIVING CORPORATION, NOR ANY OF ITS SUBSIDIARIES MAY TAKE OR
AGREE TO TAKE, AND THE SHAREHOLDER SHALL NOT CAUSE, ASSIST OR PARTICIPATE IN ANY
FASHION IN RESO SURVIVING CORPORATION, OR ANY OF ITS SUBSIDIARIES TAKING OR
AGREEING TO TAKE, ANY OF THE FOLLOWING ACTIONS, WITHOUT THE PRIOR EXPRESS
APPROVING VOTE OF THE BOARD OF DIRECTORS OF RESO SURVIVING CORPORATION AND THK
RESPECTIVELY:
(1)
AMEND THE ARTICLES OF INCORPORATION OR
BYLAWS OF RESO SURVIVING CORPORATION;
(2)
WIND-UP, LIQUIDATE, DISSOLVE OR REORGANIZE
RESO SURVIVING CORPORATION, OR ADOPT A PLAN OR PROPOSAL CONTEMPLATING ANY OF THE
FOREGOING;
(3)
APPROVE THE ANNUAL BUDGET OF RESO SURVIVING
CORPORATION FOR ANY FISCAL YEAR, OR APPROVE ANY COURSE OF ACTION WHICH IS LIKELY
TO CAUSE RESO SURVIVING CORPORATION TO INCUR EXPENSES OR TO MAKE CAPITAL
EXPENDITURES IN AMOUNTS MATERIALLY DIFFERENT FROM THE AMOUNTS SET FORTH IN THE
RELEVANT BUDGET;
(4)
ELECT OR REMOVE CORPORATE OFFICERS OF RESO
SURVIVING CORPORATION;
(5)
CHANGE THE BASE OR BONUS COMPENSATION
STRUCTURE OF ANY OF THE SENIOR MANAGEMENT LEVEL EMPLOYEES OF RESO SURVIVING
CORPORATION INCLUDING THE PERSONS NAMED ON SCHEDULE 7.1;
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(6)
ENTER INTO, MODIFY OR TERMINATE ANY
EMPLOYMENT AGREEMENTS, SEVERANCE AGREEMENTS, PROFIT SHARING PLANS, PENSION