Netgear 2012 Annual Report Download - page 217

assist Buyers in connection with (i) the prosecution, licensing, and enforcement of the Transferred Patents and defending against any
Patents asserted against Buyers with respect to the AirCard Business, and (ii) third-
party licensing arrangements, including making
reasonably available to Buyers, upon reasonable advance notice, any employees retained by Sellers and their Subsidiaries, and (b) upon
Sellers’
reasonable request and at no charge to Sellers, Buyers will reasonably cooperate with and assist Sellers in connection with (i)
the prosecution, licensing, and enforcement of the Retained Patents and defending against any Patents asserted against Sellers with
respect to the AirCard Business and/or the Retained Business, and (ii) third-
party licensing arrangements, including making reasonably
available to Sellers, upon reasonable advance notice, any Transferred Employees.
The obligations of Sellers, on the one hand, and
Buyers, on the other hand, to reasonably cooperate with and assist the other under this Section 8.13
are intended by the Parties to be
reasonably equal, including, specifically with respect to the number of employees and employee man-hours to be provided.
ARTICLE 9
EMPLOYEE MATTERS
9.1 Employment Offers
(a)
Prior to the Closing, Buyers shall, or shall cause one of their Subsidiaries to, extend a written offer of
employment or service to each Offered Employee (excluding for this purpose the Key Employees), in each case effective as of the
Closing, on the same or better terms as existed immediately prior to the date hereof with respect to salary and on comparable terms, in
the aggregate, with respect to bonus and employee benefits (other than long term equity incentives). Sellers shall have the right to
review each offer of employment or service made pursuant to this section prior to it being sent to any Offered Employee. Such offer of
employment or service shall provide for an employee or independent contractor consideration period of one (1) week, except in the case
of any Offered Employee hired within one (1) week of the Closing, in which case such offer shall provide for an employee or
independent contractor consideration period from the date of the offer until the Closing. Notwithstanding the foregoing, in the event the
condition set forth in Section 4.3(b)(vi) has not been satisfied at the end of such one (1)-
week period (or such shorter period, if
applicable), then Buyer shall extend the employee or independent contractor consideration period for one or more one (1)-
week periods
until such condition is satisfied; provided however
that Buyers shall not be obligated to extend the consideration period past the Outside
Date. If Buyers, on the one hand, or Sellers, on the other hand, reasonably believe in good faith that an Offered Employee intends to
leave the employ or service of Buyers or their Subsidiaries shortly after Closing, then such party shall promptly notify the other party of
such fact. For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant
under an employee benefit plan of Buyers or any of their Subsidiaries (other than with respect to benefit accruals under a defined
benefit pension plan) and to the extent expressly not denied under applicable Law, Buyers shall provide that the Offered Employees
who are employees immediately prior to the Closing shall receive service credit under each employee benefit plan of Buyers or one of
their Subsidiaries (other than with respect to benefit accruals under a defined benefit plan) for their period of service with Sellers prior
to the Closing and, with respect to Offered Employees who are employed by Canadian Seller immediately prior to the Closing, shall
recognize the past services of each such Offered Employees for the purposes of severance entitlement (including notice of termination
of employment required under Employment Standards Act (B.C.)). Effective as of the Closing, Buyers or one of their Subsidiaries shall
hire and engage each Offered Employee who accepts the offer of employment or service extended to such Offered Employee pursuant
to this section. If an Offered Employee does not accept the offer of employment or service extended by Buyers or any of their
Subsidiaries pursuant to this Section 9.1(a) , then such Offered Employee’
s employment or service shall be terminated by Sellers or
their Subsidiaries, as applicable, unless Buyers otherwise agree, effective as of immediately prior to the Closing.
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