Seagate 2010 Annual Report Download - page 191

5.6
Employee Matters .
(a)
Pursuant to the procedures set forth in Exhibit F , and in consultation with the Seller, the Purchaser shall make offers
of employment to all of the Subject Employees. The Purchaser hereby agrees to employ all of the Subject Employees, and any other
Business Employee who received an offer from the Purchaser, who accept offers of employment from the Purchaser, effective as of the
Closing Date (collectively, the “ Transferred Employees ”).
The Seller agrees that concurrent with the Closing, the Seller and the Seller
Subsidiaries shall ensure the termination of the employment relationship with all Transferred Employees. The Transferred Employees
shall be employed by the Purchaser in accordance with the terms and conditions set forth in Sections 5.6(b), 5.6(c) and 5.6(d) below.
(b)
The Purchaser (or one or more Purchaser Designees, as the case may be) shall provide guaranteed employment for no
less than five (5) years for each of the Subject Employees identified in Schedule 5.6(b) of the Seller Disclosure Schedules who become
Transferred Employees, as described in Exhibit F .
(c)
Effective upon the Closing, the Purchaser agrees that it will employ the Transferred Employees in the same and/or
similar functional disciplines and at no less than their then current respective total compensation (including, among other things,
bonuses and payments under any profit sharing scheme and other material employee benefits). All Transferred Employees will be
entitled to retirement, health, welfare and other employee benefits (including vacation, floating holiday, sickness, paid time off, and
severance) that are substantially comparable, on an aggregate basis, to the retirement, health, welfare and other employee benefits
provided by the Seller or a Seller Subsidiary to the Transferred Employees immediately prior to the Closing Date. Transferred
Employees also will be entitled to participate in the Purchaser’s employee benefit plans, commissions, bonus plans, and severance
benefit plans at the same level and in the same manner as provided to comparably situated employees of the Purchaser as of the
Agreement Date. The duration of each Transferred Employee’s employment with the Seller or a Seller Subsidiary will be credited to
such Transferred Employee as employment with the Purchaser for all employment purposes, including the calculation of severance pay,
seniority and benefits eligibility, and vacation accrual, subject to applicable Laws and the approval of any applicable insurance carrier,
and, in the case of severance pay, subject to any full pay-outs by the Seller, or the rollover to and assumption by the Purchaser or
relevant Purchaser Designee, upon such Transferred Employee’s transfer or termination of employment, as applicable.
(d)
From and after the Closing Date, with respect to the Transferred Employees, the Purchaser shall be solely responsible
for paying, providing or satisfying when due all compensation (including salary, wages, commissions, bonuses, incentive compensation,
overtime, premium pay and shift differentials), vacation, sick pay and other paid time off, benefits and benefit claims, severance and
termination pay, notice and benefits under all applicable Law and under any Purchaser plan, policy, practice or agreement and all other
liabilities, in each such case incurred or arising as a result of employment or separation of employment with the Purchaser, as well as
any taxes, social
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