This excerpt taken from the VRSN 8-K filed Nov 23, 2005.
9.1 Employee Matters.
(a) Purchaser will extend an offer of employment to certain of the Business Employees who are actively employed by Seller or a Subsidiary of Seller as of the date such offer is extended. On the later of (i) the day following the Closing Date or (ii) the date preceding such date on which Purchasers offer of employment to an applicable Business Employee may become effective (the Hiring Date), Seller or the applicable Subsidiary of Seller shall terminate the employment of each Business Employee who receives and accepts an offer of employment extended by Purchaser. Effective as of the applicable Hiring Date, Purchaser will hire each Business Employee who timely accepts the offer of employment extended to such individual by Purchaser and who satisfies all contingencies of such offer (each a Hired Employee). In connection with the offers of employment described in this Section 9.1(a), Seller shall not interfere with Purchasers solicitation of such Business Employees, and Seller shall provide such reasonable assistance as Purchaser may reasonably request in connection with such solicitation of employment, provided that such solicitation is conducted during normal business hours and does not interfere with Sellers operations.
(b) Purchaser will use commercially reasonable efforts to compensate and/or provide each Hired Employee with employee benefit programs and policies that are substantially comparable in the aggregate to the benefits provided under Purchasers or its Subsidiaries employee benefit programs to similarly situated employees (it being understood that nothing in this sentence is intended to bind Purchaser with respect to severance or similar benefits).
(c) Seller and each Subsidiary of Seller shall be fully responsible for any and all Liabilities and Claims arising out of or relating to: (i) Sellers or any of its Subsidiaries or ERISA Affiliates employment or termination of employment of any Business Employee, and (ii) Seller Plans (collectively, the Retained Employment Liabilities). Retained Employment Liabilities also shall include any Liabilities and Claims relating to employment agreements, change in control agreements, sale bonuses and other retention arrangements established by Seller or its ERISA Affiliates regardless of whether such Liabilities and Claims arise before, on or after the Closing Date. Seller shall reimburse, indemnify and hold harmless Purchaser, its affiliates and its employee benefit plans for any and all Liabilities and Claims incurred by any of them in connection with any Retained Employment Liabilities.
(d) Except as provided in Section 9.1(c), Purchaser shall be fully responsible for any and all Liabilities and Claims arising out of or relating to: (i) Purchasers employment or termination of employment of any
Hired Employee; and (ii) Purchasers employee benefit plans, except (under clauses (i) and (ii) of this sentence) to the extent the Liability or Claim relates to any circumstance, condition or event that existed or occurred prior to the Hiring Date (collectively referred to herein as Post-Hiring Date Employment Liabilities). Purchaser shall reimburse, indemnify and hold harmless Seller, its Subsidiaries and the Seller Plans for any and all Liabilities and Claims incurred by any of them in connection with any Post-Hiring Date Employment Liabilities.
(e) Purchaser shall provide each Hired Employee with credit for eligibility and vesting (but not benefit accrual) purposes under Purchasers 401(k) plan for service on and prior to the Hiring Date with Seller and its Subsidiaries credited under the comparable Seller Plans. Such service shall not be recognized for any purpose under any defined benefit pension plan, retiree health plan, sabbatical program or for determining the amount of any severance benefit.
(f) Effective as of the applicable Hiring Date, Seller shall permit each Hired Employee to: (i) elect a distribution of his or her account balance in Sellers 401(k) Plan, pursuant to the provisions thereof; or (ii) elect to retain his/her account balance in Sellers 401(k) Plan to the extent required by applicable Legal Requirements.
(g) Seller shall provide healthcare continuation coverage, under COBRA, or similar state statute, to all current and former Business Employees (including all Business Employees who do not become Hired Employees) who are or become qualified M&A beneficiaries (as may be defined in Section 4980B(g)(1) of the Code or applicable regulations) with respect to the Seller Plans.
(h) Responsibility for workers compensation claims of Business Employees arising out of conditions having a date of injury (or, in the case of a claim relating to occupational illness or disease, the last significant exposure) prior to or on the Closing Date (or the applicable Hiring Date, if later) shall remain with Seller or Sellers Subsidiaries. Purchaser shall have responsibility for workers compensation claims of Hired Employees arising out of conditions having a date of injury (or, in the case of a claim relating to occupational illness or disease, the last significant exposure) after the applicable Hiring Date.
(i) Seller and Sellers Subsidiaries shall retain full responsibility for compliance with those provisions of the Workers Adjustment and Retraining Notification Act of 1988, as amended, and any similar Legal Requirement that is binding upon Seller or any Subsidiary of Seller and shall indemnify Purchaser for any Liabilities related thereto.
(j) As of the applicable Hiring Date, Seller shall, and shall cause each applicable Subsidiary of Seller to, terminate, waive and release its rights under any covenants regarding noncompetition, non-solicitation, conflicting obligations and other similar rights (but only to the extent such covenants, obligations or rights are related to the Business or the Transferred Assets) under any Contracts between Seller or any of its Subsidiaries and the Hired Employees provided that such Hired Employee commences employment with Purchaser.
(k) Prior to the Closing Date (or the applicable Hiring Date, if later), neither Seller nor any of its Subsidiaries shall communicate with Business Employees regarding matters relating to post-Hiring Date employment with Purchaser, including post-Hiring Date employee benefit plans and compensation, without the prior written approval of Purchaser.
(l) In connection with the Transactions, certain Hired Employees will be eligible to receive a bonus, subject to certain conditions and approval of the Transactions by Parents board of directors. The size of the bonus pool and terms of the payments will be mutually agreed upon by Parent and Seller.
(m) No provision of this Agreement shall create any third-party beneficiary rights in any employee of Seller, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any employee of Seller by Purchaser or under any benefit plan which Purchaser may maintain.