Sample Terms and Conditions for Employee Transitions

SAMPLE TERMS AND CONDITIONS FOR EMPLOYEE TRANSITIONS

[ IN THE UNITED STATES ]

1 Vendor shall extend offers of employment according to the terms of this Article and in accordance with the procedures described in [Schedule] to those Customer employees set forth in [Schedule] (collectively, the "Customer Employees"; each, a "Customer Employee") with an employment start date (the "Start Date") of no later than [DATE], unless the Customer Employee is then on an approved leave pursuant to any of Customer's leave policies, in which event it shall be the date the Customer Employee returns to work.

2 Hiring Requirements. Vendor shall hire those Customer Employees who:

(1) are employed by Customer and have not been reassigned to an out?of?scope position within Customer as of the date the offer is made;

(2) accept the offer of employment from Vendor within [NUMBER] business days from the date the offer is made; and

(3) if requested by Customer, sign a release substantially in the form set forth in [Schedule] ((1) through (3) collectively, the "Hiring Requirements") (the Customer Employees hired by Vendor collectively, the "Transitioned Employees"; each, a "Transitioned Employee").

Vendor shall make hiring decisions regarding the Customer Employees based on the Hiring Requirements. Vendor shall be solely responsible for making such hiring decisions, subject to the provisions of this Section.

3 Terms of Employment. Vendor's offer of employment to each Customer Employee shall include the following:

(1)Base Salary. Each offer of employment to a Customer Employee shall include an initial base salary of not less than the base salary that each such Customer Employee received from Customer as of the Agreement Date, with any adjustments thereto made by Customer in accordance with Customer's normal salary adjustment policies. The Customer Employees' base salaries as of the Agreement Date, [plus the applicable adjustments], are set forth in [Schedule]. [DISCUSS ADJUSTMENTS FOR ANY MATCHING CONTRIBUTION PLANS]

(2)Positions. Vendor shall offer employment to the Customer Employees for positions comparable to the positions in which such Customer Employees are employed as of the Agreement Date. Each offer to a Customer Employee shall include a benefits package of not less than the benefits package (a) that such Customer Employee received from Customer as of the Agreement Date and (b) available to similarly situated Vendor employees.

(3)Health Care Benefits. Each Customer Employee shall be eligible as of his or her Start Date for enrollment in Vendor's health care plans, including [major medical, life insurance, hospitalization, dental, vision, long term disability, pharmacy, and personal accident coverage]. Vendor shall provide each Customer Employee with health care coverage so that on the Start Date for the Customer Employee, he or she (and any family and dependents) is covered by such health care plans and all pre?existing condition exceptions and exclusionary provisions and waiting periods are waived with respect to the Customer Employee (and any family and dependents). Vendor shall be responsible for any medical or health expenses incurred by the Transitioned Employees incurred on or after the Start Date. [DISCUSS CO?PAYMENT/DEDUCTIBLE REIMBURSEMENT]

(4)Vacation. Vendor shall calculate time off for paid vacation [and sick leave] purposes for each Customer Employee using each Customer Employee's length of service with Customer and Vendor. [DISCUSS BUYING OUT ACCRUED VACATION/SICK LEAVE]

(5)Savings Plans. [LANGUAGE IF BENEFITS OF CUSTOMER EMPLOYEES ARE TO BE ROLLED INTO VENDOR'S PLANS] Vendor shall allow the Customer Employee, at the Customer Employee's option, to transfer his or her pre?tax benefits in the [Customer Savings Plan] to the [Vendor Savings Plan] through (a) a direct transfer from the [Customer Savings Plan] to the [Vendor Savings Plan] or (b) a transfer from the [Vendor Savings Plan] to the Customer Employee and a transfer from the Customer Employee to the [Vendor Savings Plan]. Vendor represents to Customer, and shall provide such evidence and information as Customer may reasonably request to confirm, that the [Vendor Savings Plan] is in full force and effect and meets all the applicable requirements for qualifications under the Internal Revenue Code. [DISCUSS VENDOR'S MATCHING CONTRIBUTIONS] [DISCUSS HOW UNVESTED MATCHING CONTRIBUTION WILL BE HANDLED] [DISCUSS HOW EMPLOYEE LOANS WILL BE HANDLED]

(6)Pension Plans. Vesting, eligibility, and [benefit accrual] under the [Vendor Defined Benefits Plan] shall be determined by the Customer Employee's length of service with Customer and Vendor. [DISCUSSION NECESSARY]

(7)Retiree Medical. [DISCUSSION NECESSARY]