PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Exhibit F
Employee Transfer Agreement
V 6.0
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Employee Transfer Agreement
DOCUMENT INFORMATION
Project Manager: Gil Tal
Customer Project Naama Halperin
Manager:
Prepared by: Consolidation
Document Version No: V 6.0
Preparation Date: 16.09.2003
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Employee Transfer Agreement
TABLE OF CONTENTS
DOCUMENT INFORMATION ................................................. 2
1 EMPLOYEE TRANSFER .................................................. 4
1.1 CUSTOMER'S EMPLOYEES IN GERMANY AND FRANCE ..................... 5
1.2 DUTIES AND RESPONSIBILITIES .................................... 5
1.3 LIST OF EMPLOYEES .............................................. 7
1.4 EMPLOYEE TRANSFER PROCESS ...................................... 9
1.4.1 TRAINING AND GUIDELINES .................................... 11
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Employee Transfer Agreement
1 EMPLOYEE TRANSFER
HP-OMS shall assure that the level and quality of services are maintained
throughout the transfer of employees from Tecnomatix to HP-OMS directly or to
its affiliates or authorized HP-OMS Subcontractors, as will be decided by
HP-OMS. HP-OMS will encourage employees to continue in their roles, subject to
cost and effectiveness constraints (but not less than the minimum salary offers
set out in Table 3 below), assuring that significant operational and industry
knowledge will be retained in the personnel within HP- OMS which are delivering
the Services to the Customer's.
The basic principle underlying the responsibilities of the parties with respect
to the Transitioned Employees is the following one: Customer is, and shall
remain at all times, responsible for all liabilities of any kind whatsoever
relating to the Transitioned Employees which liabilities were created during the
period prior to the Commencement Date (the "Pre-Commencement Date Period") (even
if claimed later on with respect to such Pre-Commencement Date Period
liabilities), and HP-OMS is responsible for all liabilities of any kind
whatsoever relating to the Transitioned Employees which liabilities were created
thereafter (i.e. after the Commencement Date). A party, who bore or paid, or
will pay liability due by the other party, will be reimbursed and indemnified by
that other party.
HP-OMS (or its affiliates or authorized HP-OMS Contractors) shall make offers of
employment as set out in this Exhibit F in order to retain nine (9) Customer
employees from different countries, for a period of at least six (6) months
after the Commencement Date, as follows:
o ISRAEL - Four (4) Tecnomatix employees will be engaged by HP-OMS.
o USA- Five (4) Tecnomatix employees will be engaged by HP-OMS' affiliates in
the US or by an authorized HP-OMS S ubcontractor.
o FRANCE - These Customer Sites have a total of one IT Employee, which employee
will be not be engaged by HP-OMS.
o GERMANY - These Customer Sites have a total of two It Employees - both will
not be engaged by HP-OMS.
HP-OMS (or its affiliates or authorized Subcontractors) will make offers of
employment to the Transitioned Employees in Israel and the USA after an agreed
date prior to the Commencement Date on which the parties shall announce the
outsourcing project under the Agreement to the Customer Employees (the "CUSTOMER
NOTIFICATION DATE"). The minimal salary offers by HP-OMS to the employees will
be based on the total respective employer cost per year as detailed in TABLE 3
below. For the avoidance of doubt, such offers shall contain terms and
conditions for salary and benefits which are not less favorable to the
Transitioned Employee than those terms and conditions which were in effect
immediately prior to the Commencement Date, as set out in the applicable
employment contract between Customer and such individuals. HP-OMS acknowledges
receipt of such employment contracts were provided during Due Diligence.
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Employee Transfer Agreement
In the Israel site, the applicable Transitioned Employees will be engaged by
HP-OMS. In the U.S.A sites, applicable Transitioned Employees will be engaged by
HP-OMS' affiliates in the US or by an authorized HP-OMS Subcontractor.
1.1 CUSTOMER'S EMPLOYEES IN GERMANY AND FRANCE
Customer's Affiliate's employees in France and Germany will not be transferred
to HP-OMS or any other HP-OMS affiliate or authorized HP-OMS Subcontractor. On
the Commencement Date, the Customer will provide notice of dismissal to the IT
employees at the Customer Sites in Germany and in France (listed in table 2
herein), with the effective date of termination to be six (6) months from the
Commencement Date. HP-OMS will pay the Customer all applicable Payments made by
Customer to such employees while still employed by Customer's Affiliate, during
the six (6) month termination notice period. The parties acknowledge that such
employees may choose to terminate their own employment with Customer's Affiliate
prior to the expiration of such termination notice period. The "Payments" shall
mean payments in all forms, including salary payments, bonuses, costs incurred
by Customer by extending any benefits, at least as detailed in TABLE 3 below.
All severance payments for these employees will be borne and paid by the
Customer.
1.2 DUTIES AND RESPONSIBILITIES
The scope of responsibilities of HP-OMS and Customer for the completion of the
employee transfer is as follows:
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TABLE 1: PARTIES RESPONSIBILITIED
CUSTOMER'S RESPONSIBILITIES HP-OMS'S RESPONSIBILITIES
- ------------------------------------- -----------------------------------
Provide information on Customer Plan the transition
employees and Customer compensation
& benefits
Send dismissal notices to applicable Make prompt offers of employment
Customer Employees to be terminated to the Transitioned Employees in
by Customer, in accordance with the accordance with this Exhibit and
respective employment contract and communicate and/or consult with
make severance payments to such Customer and applicable Customer
employees. Employees as required
Advise HP-OMS on successfully Staff the transition team as
navigating Customer's culture required
Provide access to empowered Customer Manage the employee transfer
HR resources leveling Israel and process as detailed in SECTION 1.4
Germany
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Employee Transfer Agreement
1.3 LIST OF EMPLOYEES
TABLE 2: EMPLOYEE TAKEOVER LIST
NAME OF
COUNTRY EMPLOYEE JOB TITLE
- ------------ ----------------- ----------------
ISRAEL [**] Application
Support
[**] Application
Support
[**] Application
Support
[**] Application
Support
GERMANY* [**] Technical
Support
[**] Technical
Support
FRANCE* [**] Technical
Support
USA [**] Technical
Support
[**] Technical
Support
[**] Technical
Support
[**] Web Master
[**] Technical
Support
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Employee Transfer Agreement
* At the Customer Sites in these countries, HP-OMS will not recruit
the listed employees.
TABLE 3: CUSTOMER EMPLOYEES COSTS (EMPLOYER COST)
TOTAL COST FOR
FIRST NAME LAST NAME EMPLOYER PER YEAR
- ------------ ---------- -------------------
EUROPE
------
[**]
[**] [**] [**]
[**]
[**]` [**] [**]
[**]
[**] [**] [**]
ISRAEL
------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
USA
---
[**]
[**] [**] [**]
[**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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Employee Transfer Agreement
1.4 EMPLOYEE TRANSFER PROCESS
The purpose of this phase is to get Transitioned Employees on board without
disrupting the services delivered to Customer. The phase starts with the
Customer Notification Date, including explanation of the implications to the
affected staff and ends with the staff becoming HP-OMS employees in Israel or
HP-OMS' affiliates or authorized HP-OMS Subcontractor employees in the USA.
ON THE CUSTOMER NOTIFICATION DATE THE EMPLOYEE TRANSFER PROCESS IN ISRAEL WILL
BEGIN AS FOLLOWS:
o GATHERING
On the Customer Notification Date Customer's IT manager and HP-OMS'
Project Manager will meet with all Transitioned Employees in order to
reduce the emotional aspects of change for the employees and explain
what impacts the change will have on their daily activities.
o PERSONAL MEETING
HP-OMS Project Manager will meet each Transitioned Employee separately
starting with the Sales Application Team Leader and then the team
members. The meetings will take place after the Gathering (described
above). The meeting will enable each side to present itself, its
expectations and to answer any personal questions that might concern
the employees.
o EMPLOYMENT OFFER
HP-OMS Project Manager and HP-OMS HR Manager will meet with each
Transitioned Employee and present an employment offer (in accordance
with Section 1 above), including salary and other benefits to which
he/she may be entitled. The employee will have a grace period of two
weeks following receipt of such offer to decide whether she/he would
like to accept the employment offer made by HP-OMS.
o HP-OMS might relocate some of the Transitioned Employees to
HP-OMS premises according to HP-OMS operational needs in order to
support the Services provision. Such Transitioned Employees will be
relocated upon the establishment of the MCC and its ongoing operation.
Transitioned Employees that will not be relocated will stay at the
Customer's premises in Herzelia.
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Employee Transfer Agreement
ON THE CUSTOMER NOTIFICATION DATE THE EMPLOYEE TRANSFER PROCESS IN THE
U.S.A WILL BEGIN AS FOLLOWS:
o INTRODUCTION
Customer's Site manager and HP-OMS' Project Manager will meet* the
Transitioned Employees at the applicable Customers Site in order to
reduce the emotional aspects of change for the employees and explain
what impacts the change will have on their daily activities. Afterward,
HP-OMS' Project Manager and HP-OMS' affiliates in the US or by an
authorized HP-OMS Subcontractor will offer employment contracts (in
accordance with SECTION 1 above), to the Transitioned Employees.
The employee will have a grace period of four () weeks following
receipt of such offer in which decide whether she/he would like to
accept HP-OMS' employment offer.
* In order to allow HP-OMS Project Manager to ensure smooth transition
and still provide vital information to the Transitioned Employees some
of the meetings might occur via phone conference and face to face
meetings will occur at a later stage.
In the event that HP-OMS, after using all commercially reasonable efforts
(in accordance with Section 1.4 above) and delivery of offers of employment
as per this Exhibit fails to convince the Transitioned Employees, or any of
them, to be HP-OMS (or HP-OMS affiliates and/or authorized Subcontractors)
employees, then HP-OMS may request the Customer to delay the dismissal of
such applicable employees from the Customer for a period of six (6) month
following the Commencement Date. The Customer may, at its sole and absolute
discretion, accept or reject HP-OMS request to delay the dismissal of
certain of such employees for a period of six (6) months following the
Commencement Date. In the event that the Customer accepts the HP-OMS
request to delay the dismissal of certain employees (the "RETAINED
EMPLOYEES"), Customer shall so notify HP-OMS in writing. HP-OMS shall make
renewed commercially reasonable efforts (in accordance with SECTION 1.4
above) during the six (6) month period following the Commencement Date (the
"INITIAL SIX MONTH PERIOD") to employ the Retained Employees. HP- OMS will
credit Customer for all Payments (defined below) made to the Retained
Employees during the Initial Six Month Period on the quarterly invoice for
the payment of the Target Price, following the quarter in which such
payment is made.
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Employee Transfer Agreement
"Payments" shall mean payments in all forms, including salary payments,
bonuses, and costs incurred by Customer by extending any benefits in
whatever form (i.e. total employers cost).
1.5 TRAINING AND GUIDELINES
Once the Transitioned Employees are hired by HP-OMS (or its affiliates or
authorized Subcontractors), the Transitioned Employees will become part of
HP-OMS permanent team, which will provide the Services to the Customer. At no
additional charge, HP-OMS will provide guidelines and training to the
Transitioned Employees concerning their duties and their integration into the
support provision process. The training will emphasize HP-OMS' commitment to
encourage the Transitioned Employees, to maintain their motivation and
commitment to serve the Customer's needs, while adapting to a new corporate
culture.
HP-OMS will ensure that it and its affiliates and authorized Subcontractors
provide, at no additional charge to Customer, the Transitioned Employees will
receive the same training as do all other HP-OMS employees, according to
HP-OMS's training standards and policies. These standards and policies are based
on ensuring that employees will by trained with in depth and new technology
courses that are related to their primary skill sets and are vital to their
professional progress. In addition, the Transitioned Employees will be trained
with any new technology the Customer chooses to utilize within a reasonable
period prior to its implementation or prior to any evaluation HP-OMS will
perform for the Customer related to such technology.
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