TERMINATE THEIR EMPLOYMENT AND RECEIVE SEVERANCE BENEFITS.
AS TO EACH
SUCH EMPLOYEE, WESTAR AGREES TO REIMBURSE PODS FOR SEVERANCE PAYMENTS AND
RELATED COSTS MADE OR INCURRED BY PODS TO OR FOR SUCH EMPLOYEE; PROVIDED, THAT
SUCH SEVERANCE PAYMENTS WILL NOT EXCEED THE AMOUNT OF SEVERANCE PAY THAT WESTAR
WOULD HAVE OWED SUCH EMPLOYEE HAD THE EMPLOYEE REMAINED A WESTAR EMPLOYEE UP TO
THE DATE OF TERMINATION OF EMPLOYMENT.
(C)
WITH RESPECT TO THE HIRED EMPLOYEES WHOSE EMPLOYMENT IS NOT
TERMINATED PURSUANT TO SECTION 2.1(B) ABOVE, PODS WILL MAINTAIN SUCH EMPLOYEES
AT A SALARY AND BENEFITS COMPARABLE TO THOSE PROVIDED BY PODS AS OF THE
EFFECTIVE DATE AS PROVIDED IN SCHEDULE 2.1 UNTIL JULY 1, 2003; PROVIDED,
HOWEVER, THAT ANY EMPLOYEE HIRED BY PODS MAY BE TERMINATED FOR GOOD CAUSE AS
DEFINED IN PODS' EXISTING PERSONNEL POLICIES OR AS PART OF A GENERAL REDUCTION
IN FORCE ADOPTED BY PODS.
SEVERANCE AND RELATED LIABILITIES FOR ANY EMPLOYEE
HIRED BY PODS AND TERMINATED AFTER SEPTEMBER 30, 2002 EXCEPT AS SET FORTH IN
SECTION 2.1(B) SHALL BE THE RESPONSIBILITY OF PODS.
NOTHING IN THIS AGREEMENT
IS INTENDED TO CREATE ANY OBLIGATION OF ANY PARTY HERETO TO ANY EMPLOYEES OF ANY
PARTY, NOR TO MAKE ANY EMPLOYEE OF ANY PARTY HERETO A THIRD PARTY BENEFICIARY OF
THIS AGREEMENT.
2.2
FACILITIES.
COMMENCING ON THE EFFECTIVE DATE AND FOR THE TERM
HEREOF, WESTAR WILL PROVIDE TO PODS THE USE OF THE SPACE SPECIFIED IN THE
FACILITIES SCHEDULE ATTACHED HERETO AS SCHEDULE 2.2(A) WHICH SPACE IS CURRENTLY
OCCUPIED BY WESTAR IN PERFORMING THE SERVICES AND FUNCTIONS TO BE PERFORMED BY
PODS HEREUNDER (THE "FACILITIES"), PURSUANT TO THE FACILITIES LICENSE ATTACHED
HERETO AS SCHEDULE 2.2(B).
WESTAR SHALL OBTAIN THE NECESSARY CONSENTS AND
APPROVALS FROM WESTAR'S LANDLORD, IF APPLICABLE, WITH RESPECT TO PODS' USE AND
OCCUPANCY OF THE FACILITIES.
PODS WILL HAVE THE RIGHT TO VACATE ANY PORTION OF
THE SPACE COMPRISING THE FACILITIES THAT PODS NO LONGER DESIRES TO USE.
ANY
SUCH SPACE THAT PODS VACATES WILL BE RETURNED TO WESTAR.
2.3
RELOCATION.
WITH WESTAR'S PRIOR WRITTEN CONSENT, PODS SHALL HAVE
THE RIGHT TO RELOCATE THE SITE OF ITS SERVICES HEREUNDER TO AN ALTERNATE SITE AT
ITS EXPENSE; PROVIDED THAT SUCH RELOCATION SHALL NOT AFFECT EITHER PARTY'S
OBLIGATION TO PROVIDE ACCESS TO THE WESTAR SYSTEMS AND THIRD PARTY SERVICES AS
DESCRIBED HEREIN, AND SHALL NOT RESULT IN A MATERIAL DEGRADATION OF SERVICE TO
WESTAR OR ANY PARTY TO WHOM WESTAR IS CONTRACTED TO PROVIDE SERVICE.
2.4
WESTAR EQUIPMENT.
COMMENCING ON THE EFFECTIVE DATE AND FOR THE
TERM HEREOF, WESTAR WILL PROVIDE TO PODS, IN THEIR THEN-EXISTING WORKING
CONDITION, THE USE OF ALL FURNISHINGS, FIXTURES, COMPUTERS, COMPUTER-RELATED
EQUIPMENT, DATA COMMUNICATION LINES AND ALL
2
other equipment in use by Westar as of the Effective Date in performing the
functions to be performed by PODS for Westar hereunder, including those items
listed on Schedules 2.4(a) and 2.4(b) (the "Westar Equipment") in accordance
with the following:
(A)
COMMENCING ON THE EFFECTIVE DATE AND FOR THE TERM HEREOF, WESTAR
WILL PROVIDE PODS