Nautilus 2009 Annual Report Download - page 168

5.5 Employees and Employee Benefits . For the purpose of this Agreement, the term “ Active Employees ” shall mean all employees
employed by Nautilus at its Independence, Virginia facility on the Closing Date, including employees on temporary leave of absence, including
family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave.
(i) Buyer shall offer employment prior to Closing to not less than ninety (90) Active Employees, such offers to be effective on the
Closing Date and to include compensation and benefits comparable to that received by such Active Employees as of the date of this
Agreement. Prior to Closing, Buyer will provide Nautilus with a list identifying those Active Employees to whom Buyer has made an offer
of employment and whether such offer has been accepted (employees who have accepted such offers are referred to as the “ Hired Active
Employees ”). Effective immediately before the Closing, Nautilus will terminate the employment of all Hired Active Employees.
(ii) Buyer shall inform Nautilus promptly of the identities of those Active Employees to whom it will not make employment offers,
and, if applicable, Buyer shall assist Nautilus in complying with the WARN Act as to those Active Employees.
(iii) Nautilus shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to
their services as employees of Nautilus through the close of business on the day preceding the Closing Date; (B) the payment of any
termination or severance payments and the provision of health plan continuation coverage in accordance with applicable contractual and
legal requirements; provided
, that Buyer shall reimburse Nautilus in full for any such termination, severance or health plan costs paid to an
Active Employee who is not a Hired Active Employee, but who is employed by Buyer within four months after the Closing Date, and
(C) any and all payments to Active Employees, if any, required under the WARN Act.
(iv) Nautilus shall be liable for any claims made or incurred by Active Employees and their beneficiaries through the day preceding
the Closing Date under the Nautilus benefit plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred,
in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of
other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the
employee to the benefit.
(v) All Hired Active Employees who are participants in Nautilus’ retirement plans shall retain their accrued benefits under Nautilus’
retirement plans as of the Closing Date, and Nautilus (or Nautilus’ retirement plans) shall retain sole liability for the payment of such
benefits as and when such Hired Active Employees become eligible therefor under such plans. Nautilus shall defend, indemnify and hold
Buyer harmless from any cost or liability arising out of or relating to such retirement plans.
(vi) Nautilus will not make any transfer of employee benefit plan assets to Buyer.
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