Netgear 2012 Annual Report Download - page 218

Sellers shall provide all reasonable assistance to Buyers and their Subsidiaries in connection with the offers of employment or service to
the Offered Employees contemplated by this section. Those Offered Employees who accept employment or service from Buyers or one
of their Subsidiaries pursuant to the offers of employment or service made pursuant to this Section 9.1(a)
and commence employment
or service with Buyers or one of their Subsidiaries as of the Closing shall be referred to herein collectively as “
Transferred Employees
”. For the Offered Employees on approved leave of absence as set out in Section 5.15(a)(ii)
of the Sellers Disclosure Schedule, Buyers
shall make offers of employment effective upon the expiration of the leave of absence.
(b)
Except as required by applicable Law, from and after the Closing the Transferred Employees shall cease to
participate in and/or accrue further rights or benefits under any Employee Benefit Plan.
9.2 Sellers Payment of Pre-Closing Wages and Seller Benefit Plan Contributions
. Sellers, jointly and severally, shall pay all
Wages earned or owing up to the Closing Date in respect of all Transferred Employees at or no later than thirty (30) days following the
Closing Date. Without limiting the generality of the foregoing, Sellers, jointly and severally, shall pay or provide to Transferred
Employees all earned but untaken vacation pay and all commissions, bonus and vested restricted stock units properly earned up to the
Closing Date. Sellers, jointly and severally, shall also pay all contributions to Employee Benefit Plans due or owing up to the Closing
Date in respect of all Transferred Employees at or no later than thirty (30) days following the Closing Date.
9.3 280G Information
. Within ten (10) days after the date hereof, Sellers shall deliver to Buyers a schedule setting forth (i)
the name of each Offered Employee that Sellers reasonably determine are “disqualified individuals”
within the meaning of Section
280G of the Code, (ii) a determination of each disqualified individual’s “base amount”
within the meaning of Section 280G of the
Code, and (iii) the amount of cash compensation and information related to the acceleration of any equity awards that will be paid or
accelerated in connection with such disqualified individual’s termination of employment with Sellers .
9.4 Buyers’ 401(k) Plan
. US Buyer shall ensure that the 401(k) plan sponsored by it or one of its Affiliates in which the
Transferred Employees who are employees will participate after the Closing will accept a rollover contribution of each such Transferred
Employee’s account balance from the 401(k) plan sponsored by US Seller or one of its Affiliates in accordance with US Buyer’
s usual
procedures.
9.5 No Third Party Beneficiaries . The Parties acknowledge and agree that all provisions set forth in this Article 9
or any
other provision of this Agreement with respect to Offered Employees are included for the sole benefit of the respective Parties and shall
not create any right (a) in any other Person, including any Offered Employees, any participant in any Employee Benefit Plan or any
beneficiary thereof, (b) to continued employment, either before or after the Closing, with Sellers, Buyers or any of their respective
Subsidiaries, or (c) to be construed to modify, amend or establish any benefit plan, program or arrangement or in any way affect the
ability of the Parties hereto or any other Person to modify, amend or terminate any of its benefit plans, programs or arrangements.
ARTICLE 10
TAX MATTERS
10.1 Straddle Period
. For purposes of this Agreement, any Taxes relating to the Acquired Assets or the conduct or operation
of the AirCard Business (excluding, for the avoidance of doubt, any income or gross receipts Tax) for a Tax Period that includes, but
does not end on, the Closing (a “ Straddle Period ” and
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