Common use of Employee Matters Clause in Contracts

Employee Matters. (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days The Buyer shall cause an Affiliate of the Buyer to make at-will offers of employment to the Current Employees set forth on Section 5.7(a) of the Buyer’s Disclosure Schedule (the “Offered Employees”), which offers shall provide for base wages or salaries and target bonus opportunities of not less than the respective base wages or salaries and target bonus opportunities specified for each such employee as in effect immediately prior to the Closing Date (and as previously provided in the employee information described in Section 3.22(a) and made available to the Buyer as of the date hereof), and benefits (excluding equity and equity-based compensation) that are substantially comparable in the aggregate to those benefits in effect for such employees immediately prior to the Closing Date. Such offers shall be made by such Affiliate of the Buyer to the Offered Employees not later than thirty (30) days after the date of this Agreement, Purchaser shall extend to each Business Employee set forth be conditioned upon the Closing, and shall be for employment commencing at 12:01 a.m., New York, New York time, on Schedule 6.3(a) the Closing Date (such time, the “Scheduled EmployeesOffer Effective Time”); provided, that, in the case of an employee (i) (which Schedule 6.3(a) Purchaser who is on short term disability leave, workers’ compensation leave, or other authorized leave of absence as of the Closing Date, the offer of employment shall provide to Sellers by be for employment effective immediately after the date that such employee is 15 days first able to return to active employment or (ii) who continues employment with the Seller Parties or any of their Affiliates (other than the Acquired Companies) following the Offer Effective Time as mutually agreed between the Seller Parties and the Buyer, the offer of employment shall be effective as of such employee’s last day of work with the Seller Parties or any of their Affiliates (other than the Acquired Companies) as mutually agreed between the Seller Parties and the Buyer (such date, in each case, the “Delayed Transfer Date”). The offer to each Offered Employee shall be conditioned upon such Offered Employee (A) passing a background check in accordance with the standard employment practices of the Buyer and its Affiliates as described to the Seller prior to the date hereof and which Schedule 6.3(a(B) shall include at least 900 Business Employeesremaining employed by the Seller Parties or any of their Affiliates (other than the Acquired Companies) a written through the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be. Subject to the foregoing, those Offered Employees who accept an offer of employment reviewed by Sellers, as described above and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser so employed as of the Closing Date Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be, shall be collectively referred to herein as “Transferred Employees.” Nothing herein ”. To the extent that an Offered Employee has accepted an offer of employment effective as of the Delayed Transfer Date, the Buyer shall promptly upon written request after the applicable Delayed Transfer Date reimburse the Seller on an after-Tax basis for the expense of employment continuation from the Offer Effective Time through the applicable Delayed Transfer Date in accordance with the base wages or salaries specified for such Offered Employee in the employee information described in Section 3.22(a) and made available to the Buyer as of the date hereof. The Seller Parties shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsliable for, and Sellers shall reasonably cooperate with Purchaser, to effect indemnify and hold harmless the timely employment by Purchaser or Buyer and its applicable Affiliate of each Transferred Employee immediately Affiliates (including the Acquired Companies following the Closing) from and against (i) all Liabilities under the Benefit Plans, and Sellers shall reasonably cooperate in connection therewith. Effective as whenever arising, (ii) all Liabilities related to Employees that do not become employees of the Closing, each Buyer or its Affiliates and (iii) all Liabilities related to the Transferred Employee previously employed by Sellers shall cease Employees for periods prior to be an employee their commencement of each Sellersemployment with the Buyer and its Affiliates.

Employee Matters. (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as As of the Closing, each Seller shall terminate the employment of all employees of such Seller (the “Pre-Closing Employees”) and shall be solely responsible for satisfying any Liabilities that such Seller may have to the Pre-Closing Employees (other than those included as Current Liabilities) (the “Non Assumed Pre-Closing Employee Liabilities”). The Buyer shall, subject to the Buyer’s receipt of background checks satisfactory to the Buyer using the standard practices for the employees of the Buyer, offer employment as of the Closing to certain Pre-Closing Employees and such offers of employment shall be on terms and conditions and with such benefits as the Buyer shall determine (the “Transferred Employee previously employed by Employees”), and the Sellers shall cease assist the Buyer in its efforts to hire such employees, including by providing the Buyer with access to such employees and the personnel records of such employees, encouraging such employees to accept offers of employment from the Buyer and not taking any action which would reasonably be expected to impede, hinder, interfere or otherwise compete with the Buyer’s efforts to hire such employees. The Buyer shall deliver to the Sellers a list of those Pre-Closing Employees on or prior to the date of this Agreement. The Sellers shall be responsible for providing notices and continuation of coverage that is or may be required to be provided to each individual who is or becomes an employee “M&A Qualified Beneficiary”, as defined in Treasury Regulation Section 54.4980B-9, in connection with the consummation of each Sellersthe Transactions. Nothing herein express or implied shall be deemed to require the Buyer to employ any such person for any period of time or on any particular terms and conditions. The Buyer and the Sellers hereby acknowledge and agree that all provisions contained in this Section 6.7 are included for the sole benefit of the Buyer and the Sellers and that nothing in this Section 6.7, whether express or implied, shall create any third party beneficiary or other rights in any other Person.

Employee Matters. Effective as of and contingent upon the Closing, Buyer shall consider the retention of employment of such employees of the Partnership and each of the Subsidiaries (athe "Partnership Employees") At as Buyer shall determine, in its sole and absolute discretion. Buyer and the Sellers acknowledge and agree that (i) Buyer may interview and discuss employment terms and issues and conduct its normal hiring procedures with any of the Partnership Employees, and (ii) the Sellers (but not the Partnership or any of the Subsidiaries) shall be solely responsible for, and shall pay, any and all severance payments or other related obligations, including without limitation existing stay bonuses, arising out of the transactions contemplated by this Agreement, if any, to the employees of the Partnership and each of the Subsidiaries who are terminated and to the Partnership Employees that Buyer determines to retain as employees of the Partnership or any of the Subsidiaries. The Sellers may direct, by written notice given by Sellers to Buyer at least 15 Business Days five (5) days prior to Closing, that any payments for which the Closing Date, Purchaser shall extend Sellers are responsible pursuant to each Business Employee set forth on Schedule 6.3(aclause (ii) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers above be made by the date that is 15 days following Partnership or any of the date hereof and which Schedule 6.3(a) Subsidiaries and, in such instance, any such payments shall include be deducted from the portion of the Purchase Price payable at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth Closing. Nothing in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein Agreement shall be construed as a representation commitment or guarantee by any Seller obligation of Buyer to retain, or otherwise continue the employment of, any of their respective Affiliates that any or all Scheduled Employees employed the Partnership Employees. Notwithstanding clause (ii) above, the Partnership shall be solely responsible for (and there shall be no adjustment of the Purchase Price in respect of) payments required to be made by Sellers will accept the Transfer OfferPartnership under the provisions of Amendment No. 2, or that any Transferred Employee will continue in employment with Purchaser following dated the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior date hereof, to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, Employment Agreement between the Partnership and Sellers shall reasonably cooperate with Purchaser, to effect John Previ and the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following letter agreement dated the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of date hereof between the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersPartnershix xxd Arthur Augugliario.

Employee Matters. (a) At least 15 Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Purchaser Buyer shall extend provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each Business case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee set forth Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (the “Scheduled Employees”B) (which Schedule 6.3(a) Purchaser shall provide to Sellers for a substantially comparable pay rate as earned by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position Continued Employee immediately prior to the Closing through December 31, 2016, and (including level of responsibilityC) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, primary location of employment its Affiliate’s, the Companies’ ability to terminate any employee at any time and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of timereason). Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsIn addition, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and Sellers shall reasonably cooperate in connection therewith. Effective the same extent as of they participated prior to the Closing, each Transferred Employee previously employed by Sellers unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall cease use its commercially reasonable efforts to be an employee of each Sellersassist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. 6.5.1 Between the date hereof and the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to at least eighty percent (a80%) At least 15 of all Property Employees employed at the Property (x) as of the date hereof or (y) as of the date on which such offers are made, whichever number is less, excluding (i) any Property Employees on leave from employment (including, without limitation, under the Family and Medical Leave Act and analogous state and local law and the Uniformed Services Employment and Reemployment Act and analogous state and local law, on short or long term disability leave or workers compensation leave), each of whom is separately identified in Part I of Section 6.5.1 of the Seller Disclosure Letter (the “Excluded Employees”), which schedule shall be updated not earlier than ten Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(aand (ii) any Property Employees named in Part II of Section 6.5.1 of the Seller Disclosure Letter (the “Scheduled Specified Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer ). All such offers of employment reviewed made by Sellers, Buyer to Represented Employees shall be on terms and which Sellers have had an opportunity to comment on, providing for a position conditions that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on comply with the terms set forth in this Section 6.3 of the Collective Bargaining Agreements (“Transfer Offer”) and thatincluding, if acceptedwithout limitation, shall become effective immediately following the Closingseniority provisions therein). Business The Property Employees who accept such Transfer Offers and begin Buyer’s offers of employment shall commence employment with Purchaser Buyer effective as of the Closing Date shall be and are herein collectively referred to herein as the “Transferred Employees.” Nothing Property Employees who (i) are not Transferred Employees, whether or not offered employment by Buyer, (ii) Excluded Employees, or (iii) Specified Employees, are herein referred to as “Retained Employees.” At least one Business Day prior to making offers of employment to Property Employees pursuant to this paragraph, Buyer shall advise Seller, in writing, of the names of the Property Employees to receive such offers. Following the Closing Date, Seller shall be construed as a representation or guarantee by responsible for the continued employment of any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersExcluded Employees.

Employee Matters. (a) At least 15 Employment Offers. Each of the Seller Employees shall be offered employment by Purchaser within an administratively reasonable period of time after the date hereof, to be effective as of the Closing, and with respect to the Indian Employees, such offer of employment shall be effective as of the Second Closing (the "Employment Offer"), which offers may be conditioned upon (i) the occurrence of the Closing, and the Second Closing in the case of the Indian Employees, and (ii) the active employment of such Seller Employee as of the Closing Date, and the Second Closing in the case of the Indian Employees, or the absence of such Seller Employee from active employment as of the Closing Date, and the Second Closing in the case of the Indian Employees, by reason of an approved leave of absence (any such absent employee, an "LOA Employee"). Each Employment Offer shall (i) be for a position similar to Seller Employee's current position unless Purchaser determines, in its sole discretion that a different position is more suitable for such Seller Employee in light of Purchaser's plans for the operation of the Business Days and evaluation of Seller Employee's skills and experience (except in the case of International Seller Employees whose employment agreements shall transfer by requirement of the Transfer Regulations, who shall be offered a position similar to such employee's current position), (ii) be at a location that is not greater than fifty (50) miles from the Seller Employee's current work location or the work location to which such Seller Employee is scheduled to move according to workplace consolidation plans announced by Seller prior to the Closing Date, Purchaser shall extend and the Second Closing in the STARBURST ASSET PURCHASE AGREEMENT case of the Indian Employees, and (iii) include an offer to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date base pay that is 15 days following equal to or higher than such Seller Employee's base salary as of the date hereof and which Schedule 6.3(aprovide for commercially reasonable employee benefits in the aggregate, including, for some Seller Employees, options to purchase shares of Purchaser Common Stock; provided, however, that subject to the following provisions of this Section 8.8, the foregoing shall not be construed to prevent Purchaser from changing the position, location, base pay, benefits or any other terms and conditions of employment of any Transitioning Employees following the Closing Date, and the Second Closing in the case of the Indian Employees. Seller Employees who accept Employment Offers and actually (i) commence employment with Purchaser on the Closing Date, and the Second Closing in the case of the Indian Employees, or (ii) in the case of LOA Employees, actually commence employment with Purchaser upon expiration of their authorized leave of absence (the "Transitioning Employees") shall include at least 900 Business Employees) a written offer become employees of employment reviewed by SellersPurchaser or one of its Control Affiliates effective on the Closing Date, and which the Second Closing in the case of the Indian Employees, and in the case of LOA Employees, effective upon expiration of their authorized leave of absence ("LOA Employee Transition Date") and their employment with Sellers have had an opportunity to comment on, providing for a position that is materially shall cease on the same as such employee’s position immediately date. Sellers agree to cooperate in good faith with Purchaser to achieve the acceptance of all of the Employment Offers. Sellers agree to promptly notify Purchaser in the event that, prior to the Closing (including level of responsibilityDate, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Second Closing Date with respect to whether each the Indian Employees, any Seller Employee who received an Employment Offer (i) ceases for any reason to be employed by Sellers, or (ii) notifies Sellers of his or her intention to terminate employment with Sellers or to reject an Employment Offer. Sellers agree that promptly after delivery of the Employment Offers, Sellers will communicate to those Seller Employees who are located in the United States who received the Employment Offers that Sellers do not anticipate having a need for the services of such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsSeller Employees after the Acquisition of the Business by Purchaser, and Sellers shall reasonably cooperate terminate all such Seller Employees who are officers or key managers of a Seller and have a written employment agreement with PurchaserNAI, to effect which termination shall occur on the timely Closing Date or in the case of such Seller Employee who is an LOA Employee, on the expiration of his or her authorized leave of absence. Notwithstanding the foregoing, International Seller Employees whose employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate agreements are listed in connection therewith. Effective as Section 8.8(b) of the Closing, each Transferred Employee previously employed by Sellers Seller Disclosure Schedule shall cease have their employment (including the terms and conditions of such employment) transferred pursuant to be an employee of each Sellersthe Transfer Regulations.

Employee Matters. (a) At least 15 Business Days prior to the Closing DateEffective Time, Purchaser shall extend to EQBK may, in its sole and absolute discretion, either discontinue the employment of one or more current employees of RBI or any of its Subsidiaries (each Business Employee set forth on Schedule 6.3(a) a “Terminated Employee”), or continue the employment of one or more current employees of RBI or any of its Subsidiaries (the each a “Scheduled EmployeesContinuing Employee”) (which Schedule 6.3(a) Purchaser shall and provide benefits to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same such Continuing Employee as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth described in this Section 6.3 (“Transfer Offer”) and that, if accepted, 7.07. EQBK shall become effective immediately following consult with the President of RBI with respect to the termination of any such employees in connection with the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as Subject to the right of subsequent amendment, modification, replacement or termination in the Closing Date sole discretion of EQBK, each Continuing Employee shall be collectively referred entitled, as an employee of EQBK or its Subsidiaries, to herein as “Transferred Employees.” Nothing herein participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible under such plans and, if required, selected for participation therein under the terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 7.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 7.07 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, EQBK shall, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any employee benefit plans in which a representation Continuing Employee may participate (excluding any defined benefit pension plan), credit each Continuing Employee with his or guarantee by any Seller her term of service with RBI or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior its Subsidiaries to the Closing Date with respect to whether each extent such offer has been accepted service was recognized under the analogous Employee Plan of RBI or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or any of its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersSubsidiaries.

Employee Matters. (a) At least 15 Business Days prior to Unless otherwise agreed between Provident and the Closing DateContinuing Employee (as defined below), Purchaser Provident, as the Surviving Corporation, shall extend to each Business Employee set forth on Schedule 6.3(a) provide the employees of Lakeland and its Subsidiaries as of the Effective Time (the “Scheduled Continuing Employees”), during the period commencing at the Effective Time and ending on the first anniversary thereof (the “Continuation Period”), for so long as such Continuing Employees are employed with the Surviving Corporation following the Effective Time, with the following: (i) except as set forth in Section 6.7(a) of the Lakeland Disclosure Schedule, (which Schedule 6.3(ax) Purchaser shall provide to Sellers by the date each such Continuing Employee’s annual base salary or wages, as applicable, that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer no less than that provided to such Continuing Employee as of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing and (including level y) cash incentive opportunities that are, when aggregated together with such Continuing Employee’s annual base salary or wages, as applicable, substantially comparable in the aggregate to the aggregate base salary or wages, as applicable, and cash compensation opportunities provided to such Continuing Employee as of responsibility, primary location of employment immediately prior to the Closing; and authority(ii) on the terms (x) all employee statutory entitlements; and (y) all employee benefits (other than severance which will be provided as set forth in the last sentence of this Section 6.3 (“Transfer Offer”6.7(a)) and other compensation (including long-term incentive compensation opportunities) that are substantially comparable in the aggregate to those provided to similarly situated employees of Provident and its Subsidiaries; provided, that, if acceptedContinuing Employees shall not be eligible to participate in the Provident ESOP; and provided, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offerfurther, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date that, with respect to whether each clause (ii), until such offer has been accepted or rejected. Purchaser time as Provident fully integrates the Continuing Employees into its plans, participation in the Lakeland Benefit Plans (other than severance) shall carry out all necessary actionsbe deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may commence participating in the plans of Provident and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately Subsidiaries on different dates following the ClosingEffective Time with respect to different plans. During the Continuation Period, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and Sellers is terminated under severance qualifying circumstances shall reasonably be provided severance benefits set forth in Section 6.7(a) of the Lakeland Disclosure Schedule, subject to such employee’s execution (and non-revocation) of a release of claims. Prior to the Effective Time, Provident and Lakeland shall cooperate in connection therewith. Effective as of reviewing, evaluating and analyzing the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersProvident Benefit Plans and Lakeland Benefit Plans.

Employee Matters. For a period of one year after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (ai) At least 15 Business Days prior provide base cash compensation to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (employees of the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by Company and its Subsidiaries who are employees of the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer Company or any of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position its Subsidiaries immediately prior to the Closing Effective Time (the “Continuing Employees”) that is no less favorable than the base cash compensation in effect immediately prior to the Effective Time, and (ii) (x) provide employee benefit plans and arrangements and paid time off accrual (including level bonus and incentive opportunities (but excluding equity-based compensation) to Continuing Employees that are substantially comparable to those provided to similarly situated employees of responsibilityParent and (y) consider Continuing Employees for equity-based compensation grants at the same time and levels as similarly situated employees of Parent; provided, primary location that (1) in no event shall any Continuing Employee be eligible to participate in any closed or frozen plan of employment Parent or any of its Subsidiaries; (2) Continuing Employees shall be eligible to participate in the Parent 401(k) Plan as soon as administratively feasible after the Closing Date; and authority(3) on until such time as Parent shall cause the terms set forth Continuing Employees to participate in the employee benefit plans and arrangements that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), a Continuing Employee’s continued participation in the employee benefit plans and arrangements of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans and arrangements may commence at different times with respect to each Parent plan and arrangement). Nothing in this Section 6.3 (“Transfer Offer”5.05(a) and thatis intended to or shall create any right in any employee, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as consultant or contractor of the Closing Date shall be collectively referred Company to herein as “Transferred Employees.” Nothing herein shall be construed as a representation continued employment by or guarantee by service to Parent, the Company, the Sub, or, in each case, any Seller affiliate or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer OfferSubsidiary thereof, or that limit the ability of Parent, the Company, the Sub, or, in each case, any Transferred Employee will continue in affiliate or Subsidiary thereof, to terminate the employment with Purchaser following or service of any employee, consultant or contractor of the Closing Company for any period reason. For the avoidance of time. Purchaser doubt, notwithstanding the provisions of this Section 5.05(a), Parent shall notify Sellers in a reasonable timeframe prior or shall cause its appropriate Subsidiary to honor the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective Continuing Employee’s accrued paid time off as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. Purchaser shall, or shall cause one of its Affiliates to, provide each individual who is employed by any of the Acquired Companies on the Closing Date and who continues employment with Purchaser or any of its Affiliates after the Closing Date (athe “Continuing Employees”) At with a position providing base pay that is at least 15 Business Days equal to the base pay provided to such Continuing Employees by the applicable Acquired Company immediately prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth . Nothing in this Section 6.3 6.9, however, will limit the right of Purchaser to terminate or suspend employment of any Continuing Employee after the Closing, subject only to the provisions of Section 6.10. For a period of at least twelve (“Transfer Offer”12) months beginning on the Closing Date, the Purchaser shall provide, or cause to be provided, to Continuing Employees, employee benefits and programs that, if acceptedin the aggregate, shall become effective immediately following are substantially similar either to the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser Employee Benefit Plans maintained or contributed to by the Acquired Companies (as the case may be) for employees of the Acquired Companies as of the Closing Date date of this Agreement or to employee benefit plans and programs provided by the Purchaser to similarly situated employees of the Purchaser. Continuing Employees shall receive service and vesting credit under any employee benefit plans and programs of the Purchaser and its controlled group of corporations in which they are eligible to participate for any service with the Acquired Companies. For the entire calendar year of 2010, Continuing Employees shall be collectively referred permitted to herein take earned but not taken vacation time-off as “Transferred Employees.” Nothing herein provided in Seller’s Vacation Time-Off policy. Continuing Employees shall be construed as a representation or guarantee by also receive credit under any Seller or any group health plan of the Purchaser and its controlled group of corporations in their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing initial year of eligibility for such plan for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each co-payments, deductibles or other out-of-pocket costs already incurred by such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersemployees under any other group health plan for such period.

Employee Matters. (a) At least 15 Business Days prior to the Closing DateClosing, Purchaser may, but shall extend not be obligated to, assume and adopt the Collective Bargaining Agreements. Purchaser may, but shall not be obligated to, offer employment to each Business Employee set forth on Schedule 6.3(a) all of the employees of Seller or its Affiliate at the Property covered by the Collective Bargaining Agreements and previously identified by Seller to Purchaser (the “Scheduled Specified Employees”). Purchaser shall, no less than twenty (20) days before the Closing, notify Seller in writing as to (which Schedule 6.3(aa) whether it will assume the Collective Bargaining Agreements and offer employment to all of the Specified Employees, or (b) not assume the Collective Bargaining Agreements and/or offer employment to all of the Specified Employees. In the event Purchaser shall has not notified the Seller in writing of its intent to assume the Collective Bargaining Agreements and offer employment to all of the Specified Employees, Seller shall, no less than fifteen (15) days before the Closing, provide to Sellers by Purchaser a full and accurate list of the date that is 15 days following Specified Employees at the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser Property as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any that date with name, address, date of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in hire and employment with Purchaser following the Closing for any period of timeclassification. Purchaser shall notify Sellers in a reasonable timeframe prior be solely responsible for providing any notice required under the federal Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and/or New York State WARN Act (collectively, “WARN”), with regard to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect termination of any employees at the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Property upon Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the indemnify, defend and hold Seller and its Affiliates harmless from any claim or liability (including costs and reasonable attorney’s fees incurred) that WARN notice was not properly given by Seller or its Affiliates prior to Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days prior to the From Closing Datethrough May 31, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) 2024 (the “Scheduled EmployeesTransition End Date”) (which Schedule 6.3(a) Purchaser shall provide ), the Company agrees to Sellers continue to employ each person employed by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) Company or a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser Company Subsidiary as of the Closing Date shall be collectively referred to herein as who is not identified on Schedule 8.4(a)(i) (each identified on Schedule 8.4(a)(i), a “Transferred Employees.” Nothing herein Employee”, and each person excluded from Schedule 8.4(a)(i) who is employed by the Company or a Company Subsidiary as of the Closing Date and listed on Schedule 8.4(a)(ii), a “Company Operational Employee”), subject to the terms and conditions of the Employee Leasing Arrangement, entered into by the Company and Purchaser, dated as of the date hereof (the “Employee Leasing Agreement”). Prior to the Transition End Date, Parent (or a Subsidiary thereof) shall be construed make offers of employment, effective as a representation or guarantee by any Seller or any of their respective Affiliates that any or the day following the Transition End Date, to all Scheduled Transferred Employees employed by Sellers will accept the Transfer OfferCompany or a Company Subsidiary as of the Transition End Date. From the day following the Transition End Date through the first anniversary of the Closing Date, Parent shall provide, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period shall cause one of time. Purchaser shall notify Sellers in a reasonable timeframe prior its Subsidiaries to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaserprovide, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following who accepts such offer of employment (each, a “Continuing Employee”), (i) salary (or hourly base wage rate) that is no less favorable than was provided to the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective applicable Continuing Employee as of the ClosingTransition End Date, (ii) severance benefit protections for each Continuing Employee that are no less favorable than, at Parent’s election, (x) the severance benefit protections that such Continuing Employee would be eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time or (y) the severance benefit protections provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, as of the date of the Transferred Employee’s termination, (iii) annual target cash bonus opportunities as determined by the Parent Board or management of Parent (as applicable) following the Transition End Date, and (iv) other health and welfare employee benefits that are substantially comparable in the aggregate to, at Parent’s election, (x) the health and welfare benefits such Continuing Employee previously employed would be eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time or (y) the health and welfare benefits provided by Sellers Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, from time to time. In connection with the Option Closing (as defined in the Option Agreement), Parent will determine in good faith whether any Company Operational Employee shall cease be offered employment by Parent or one of its Subsidiaries; provided, that Parent shall be under no obligation to make any such offer of employment; provided, however, that Parent shall be solely responsible for any severance or similar termination payments or benefits that may become payable to any Company Operational Employee who does not receive an employee offer of each Sellersemployment from Parent or one of its Subsidiaries pursuant to this Section 8.4(a).

Employee Matters. Each of TSI and Teligent agrees to (ai) At least 15 Business Days terminate all the employees of TSI and Teligent, respectively, prior to the TSI Closing Dateand the Teligent Closing, Purchaser shall extend to each Business Employee as applicable (except for those employees set forth on Schedule 6.3(a2.13) and to pay any and all Liabilities relating to such termination or otherwise due to TSI’s and Teligent’s employees, including, without limitation any payments and benefits due such employees pursuant to accrued salary and wages, pension, retirement, savings, health, welfare and other benefits and severance payments or similar payments of the employees, and to provide COBRA continuation coverage to any individual who is a “qualified beneficiary” (within the meaning of the COBRA regulations under §4980B of the Code (the “Scheduled EmployeesCOBRA Regulations”)) whose “qualifying event” (which Schedule 6.3(awithin the meaning of the COBRA Regulations) Purchaser shall provide occurred prior to Sellers or in connection with the consummation of the transactions contemplated by this Agreement and who is, or whose qualifying event occurred in connection with, a “covered employee” (within the date that is 15 days following meaning of the date hereof and which Schedule 6.3(aCOBRA Regulations) shall include at least 900 Business Employees) a written offer of whose last employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing qualifying event was associated with the TSI Business or Teligent, (including level of responsibility, primary location of employment and authorityii) on the terms set forth in this Section 6.3 provide to all employees any notice (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date which notice shall be collectively referred reasonably acceptable to herein as “Transferred Employees.” Nothing herein shall be construed as a representation the Buyer and TS Acquisition) required under any law or guarantee by any regulations in respect of such termination including, without limitation, WARN and COBRA, and (iii) terminate all Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe Plans prior to the TSI Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsand the Teligent Closing, as applicable, and Sellers to pay any and all Liabilities relating to such terminations including, without limitation any payments or benefits due under any Seller Plan, and any costs or expenses incurred in connection with the termination and winding down of the Seller Plans; provided, however, that Teligent may continue to maintain one or more “group health plans” (within the meaning of the COBRA Regulations) to the extent necessary to provide COBRA continuation coverage pursuant to clause (i) for so long as such COBRA continuation is provided. Each of TSI and Teligent shall reasonably cooperate with Purchaser, to effect be responsible for any and all liability under WARN or under any state or local law concerning layoffs or the timely closing or relocation of worksites or the like which arises out of or results from any termination of employment by Purchaser TSI or its applicable Affiliate of each Transferred Employee immediately following Teligent on or before the TSI Closing or Teligent Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellerscase may be.

Employee Matters. (a) At least 15 Business Days prior to As soon as administratively practicable after the Closing DateEffective Time, Purchaser shall extend take all reasonable action so that employees of Company and its Subsidiaries shall be entitled to participate in each Business Employee set forth on Schedule 6.3(a) benefit plan of Purchaser of general applicability with the exception of any plan frozen to new participants (collectively, the “Scheduled EmployeesPurchaser Eligible Plans”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same extent as similarly-situated employees of Purchaser and its Subsidiaries, it being Table of Contents understood that inclusion of the employees of Company and its Subsidiaries in the Purchaser Eligible Plans may occur at different times with respect to different plans, provided that coverage shall be continued under corresponding Company Benefit Plans until such employee’s position immediately prior employees are permitted to participate in the Closing (including level of responsibilityPurchaser Eligible Plans and provided further, primary location of employment and authority) on the terms set forth however, that nothing contained in this Section 6.3 (“Transfer Offer”) and that, if accepted, Agreement shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with require Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that its Subsidiaries to make any grants to any former employee of Company under any discretionary equity compensation plan of Purchaser or all Scheduled Employees employed by Sellers will accept to provide the Transfer Offer, same level of (or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of timeany) employer contributions or other benefit subsidies as Company or its Subsidiaries. Purchaser shall notify Sellers cause each Purchaser Eligible Plan in which employees of Company and its Subsidiaries are eligible to participate, to recognize, for purposes of determining eligibility to participate in, and vesting of, benefits under the Purchaser Eligible Plans, the service of such employees with Company and its Subsidiaries to the same extent as such service was credited for such purpose by Company or its Subsidiaries, and, solely for purposes of Purchaser’s vacation programs, for purposes of determining the benefit amount, provided, however, that such service shall not be recognized to the extent that such recognition would result in a reasonable timeframe prior duplication of benefits. Except for the commitment to continue those Company Benefit Plans that correspond to Purchaser Eligible Plans until employees of Company and its Subsidiaries are included in such Purchaser Eligible Plans, and subject to subsections (b) and (g) of this Section 6.5, nothing in this Agreement shall limit the ability of Purchaser to amend or terminate any of the Company Benefit Plans in accordance with and to the Closing Date with respect to whether each extent permitted by their terms at any time permitted by such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersterms.

Employee Matters. (a) At least 15 From and after the date of this Agreement, the Sellers shall afford the Buyer a reasonable opportunity to contact and meet with or otherwise communicate with Business Days prior Employees in connection with prospective employment by the Buyer (provided, that (i) the Buyer and the Seller Parent shall discuss, cooperate and mutually agree with respect to any such communications (including with respect to the timing, method and scope thereof) and (ii) any such communications shall be conducted at the Buyer’s expense (excluding costs of any Seller’s involvement with such communications), during normal business hours, under the supervision of the applicable Seller and in such a manner as not unreasonably to interfere with the normal operations of the Business, and shall be subject to any limitations resulting from any Public Health Measures), and no Seller will attempt to retain in any Seller’s employ any such Business Employee whom the Buyer desires to hire, or to otherwise adversely interfere with the Buyer’s discussions with such Business Employees. Effective as of the Closing Date, Purchaser and except as to the Business Employees identified in Section 5.5(a) of the Disclosure Schedules, the Buyer shall extend offer employment to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on with the terms set forth and conditions as specified in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing5.5. Business Employees who accept such Transfer Offers offers of employment from the Buyer, and begin who satisfy the Buyer’s customary pre-employment/post-offer procedures, qualifications and conditions, including any applicable drug screening, background checks, employment authorization verification permitted by applicable Law, and execution of any required documents, and who commence employment with Purchaser as of the Closing Date shall be collectively Buyer, are referred to herein as “Transferred Employees.” Nothing herein Such employment by the Buyer of any Business Employee who is actively working and not on an approved leave of absence (including long-term or short-term disability leave, military leave or family medical leave) as of the Closing Date (each, an “Active Employee”) shall commence effective as of the Closing Date, and shall be construed deemed to have occurred with no interruption or 41 break in service except as provided in this Section 5.5. No later than 20 Business Days after the date of this Agreement and again no later than 10 Business Days before the Closing Date, the Seller Parent shall provide to the Buyer (x) true, correct and complete listing of all Business Employees (other than Business Employees identified in Section 5.5(a) of the Disclosure Schedules) as of such date that includes for each such Business Employee: name, Social Security Number, date of hire, date of birth, job title, job location (including city and state), years of service, current and prior calendar year salary or wages, amount and type of all bonus or incentive compensation (including commissions) paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, and each Business Employee’s current status (as to leave or disability status and full time or part time, exempt or nonexempt and temporary or permanent status), if applicable, if the Business Employee is subject to the Fresno Labor Agreement or the Suffolk Labor Agreement, if applicable, any employee on a representation paid or guarantee by unpaid furlough or temporary layoff since January 1, 2021, and the corresponding anticipated return-to-work date, if applicable, any Seller or employee on a non-immigrant visa, including the category of visa and the expiration date of the visa, and, if applicable, any employee on an international assignment to a county other than their base employment location, and retirement plan participation, and (y) a schedule identifying each Business Employee (other than Business Employees identified in Section 5.5(a) of their respective Affiliates that the Disclosure Schedules) who the Sellers expect to not be an Active Employee as of the Closing Date (each such identified Business Employee, and any or all Scheduled Employees employed by Sellers will accept other Business Employee who is in fact not an Active Employee as of the Transfer OfferClosing Date, or that any Transferred an “Inactive Employee”), and the Buyer shall offer employment to each such Inactive Employee will continue in to commence effective as of the date such Inactive Employee presents themselves to the Buyer for active employment with Purchaser following the Closing for Date to the same extent the Buyer would be required to reemploy such Inactive Employee in accordance with its policies as in effect on the Closing Date or under applicable Law or any period applicable Labor Agreement, provided that such return to work occurs within six (6) months following the Closing Date. Sellers shall terminate the employment of time. Purchaser shall notify Sellers in each Active Employee who becomes a reasonable timeframe Transferred Employee effective as of immediately prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsDate, and Sellers shall reasonably cooperate with Purchaser, to effect terminate the timely employment by Purchaser or its applicable Affiliate of each Inactive Employee who becomes a Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective effective as of immediately prior to such Inactive Employee’s first day of employment with the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersBuyer.

Employee Matters. (a) At least 15 Section 8.04 of the Seller Disclosure Schedule lists each Business Days Employee with a current annual base compensation rate in excess of $100,000 per year as of the date hereof, and sets forth for each individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate or hourly rate and description of any increase in compensation after the Most Recent Balance Sheet Date; (v) commission, bonus or other incentive-based compensation to which such Business Employee is entitled; (vi) accrued paid time off (PTO); and (vii) a description of the fringe benefits provided to each such individual. Seller will promptly provide written notice and an updated Section 8.04 of the Seller Disclosure Schedule to Purchaser in the event of any changes thereto prior to the Closing Date, provided that any such changes shall be limited to the matters permitted under this Section 8.04(a) or Section 6.03(xii), voluntary terminations of employment of Business Employees and changes otherwise agreed to in writing by Purchaser. Prior to Closing, Purchaser shall extend advise Seller of the Business Employees to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) whom Purchaser or its Affiliate intends to make offers of employment (which Schedule 6.3(a) Purchaser group shall provide to Sellers include all Business Employees who are in the bargaining unit covered by the date CBAs, as that term is 15 days following defined below, other than those Business Employees who Seller (in consultation with Purchaser), in coordination with the date hereof and which Schedule 6.3(aUnions (as defined below) shall include at least 900 Business Employees) to the extent necessary), identifies as being allocated to a written offer of employment reviewed by Sellersmanufacturing facility, and which Sellers have had an opportunity to comment on, providing for a position that is materially who will be removed from Section 8.04 of the same as such employee’s position immediately Seller Disclosure Schedule prior to the Closing (including level of responsibilitythe “Target Employees”), primary location with such offers of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become to be effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date, unless such Business Employee is on a leave of absence on the Closing Date, in which case, Seller shall, or shall cause their Affiliates to, retain the employment of such Business Employees until, and such employment offer will be effective as of when, the Business Employee is available to return to active employment if such availability to return occurs within six months following the Closing Date shall be collectively (or any later date to the extent such Target Employee has reinstatement, re-hire or similar rights under applicable Law on such later date). Each such Target Employee who accepts such offer of employment from and commences employment with Purchaser or its Affiliate is referred to herein as a “Transferred EmployeesEmployee.” Nothing herein shall be construed Except as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offerotherwise specifically provided in this Section 8.04, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsas required by applicable Law, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective effective as of the ClosingClosing Date, each the employment of the Transferred Employee previously employed by Sellers Employees with Seller shall terminate and the Transferred Employees shall cease all active participation in and accrual of benefits under any applicable Seller Employee Plan, except as required by either of the CBAs or by Section 8.08. Seller and their Affiliates shall bear any costs related to be an employee any claims made by any Business Employee for any severance payments, payment of each Sellersearned and unused paid leave, wages, and benefits arising out of or in connection with Purchaser’s decision not to make offers of employment to any Business Employee in accordance with this Agreement.

Employee Matters. (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof December 20, 2023 and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days twenty (20) days prior to the Closing Date, Purchaser Buyer shall extend deliver to each Business Employee set forth on Schedule 6.3(a) (Seller a schedule of the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide Company Employees that Seller desires to Sellers be employed by the date Company as of the Closing Date (each, a “Transferred Employee”). To the extent that a Company Employee is 15 days following not a Transferred Employee (a “Non-Transferred Employee”), Seller shall, at its discretion, either (i) re-assign the date hereof and which Schedule 6.3(aemployment of such Non-Transferred Employee to another entity or division within Seller such that the Non-Transferred Employee is not a Company Employee as of the Closing Date, or (ii) shall include at least 900 Business Employees) a written offer of cause such Non-Transferred Employee’s employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position terminate immediately prior to the Closing Date. Buyer agrees that it shall promptly reimburse Seller for all Severance Benefits incurred by Seller or its Affiliates in connection with the termination of employment of all Non-Transferred Employees (other than those Non-Transferred Employees whose employment with the Company terminates (or who receives notice of such termination) prior to the date on which the schedule referenced in this Section 5.7(a) is delivered to Seller) in an amount not to exceed $2,000,000; provided, however, that Buyer shall have no obligation to reimburse Seller for any severance obligations incurred by Seller or its Affiliates after December 31, 2005, with respect to any Non-Transferred Employee whose employment is reassigned pursuant to clause (i) above, and, provided, further, that Buyer’s obligation to reimburse Seller for severance obligations incurred with respect to any Non-Transferred Employee whose employment is reassigned pursuant to clause (i) above shall be based on the lesser of (A) the employee’s base salary as in effect on the date such employee’s employment with the Company terminates and (B) the employee’s base salary as of the date the employee’s employment with Seller or any of its Affiliates terminates. In the event that Buyer or its Affiliates (including level of responsibilitybut not limited to the Company) shall employ (or re-employ, primary location of employment and authorityas the case may be) on a Non-Transferred Employee for whom Seller has not been reimbursed for Severance Benefits due to the terms dollar limitation set forth in this Section 6.3 the previous sentence, within twelve (“Transfer Offer”12) and that, if accepted, shall become effective immediately months following the ClosingClosing Date, Buyer shall reimburse Seller for the amount of Severance Benefits paid by Seller with respect to such Non-Transferred Employee. Business Employees who accept such Transfer Offers and begin employment with Purchaser Except as may be specifically provided in this Agreement, as of the Closing Date Date, the active participation in each Seller Benefit Plan of all Transferred Employees will cease and no additional benefits will be accrued thereunder for such employees with respect to their service on or after the Closing Date. Except as may be specifically provided in this Agreement, prior to the Closing, Seller will take or cause to be taken all necessary action, including amending any Seller Benefit Plan as required, to properly terminate the active participation of the Company and the Transferred Employees in each Seller Benefit Plan effective as of the Closing Date. Until the first anniversary of the Closing Date, Buyer shall provide, or shall cause to be collectively referred provided, to herein as “the Transferred Employees compensation and employee benefits that are not less favorable to the Transferred Employees.” Nothing herein , in the aggregate, than those provided to the Transferred Employees immediately before the Closing (including pursuant to Seller Benefit Plans); provided, however, that, with respect to severance, Buyer shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offerprovide, or cause to be provided, Severance Benefits to Transferred Employees who are terminated from their employment through January 1, 2006 at a level that any is at least as favorable to such Transferred Employee will continue in employment with Purchaser following Employees as was applicable to such Transferred Employees on the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe day immediately prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsDate, and Sellers after such period, any severance paid to Transferred Employees shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective be as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersdetermined under Buyer’s severance practice.

Employee Matters. (a) At least 15 Business Days prior to Parent shall, or shall cause the Closing Dateapplicable Parent Subsidiary to, Purchaser shall extend provide to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers individual who is employed by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position Company or its Subsidiaries immediately prior to the Closing (including level of responsibility, primary location of employment Effective Time and authority) on who remains employed with the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller Surviving Corporation or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept Parent’s Subsidiaries (an “Affected Employee”) (including an Affected Employee who is party to a written employment agreement with the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing Company providing for any period less than six (6) months of time. Purchaser severance pay) severance pay equal to such Affected Employee’s monthly base salary immediately prior to such termination (which shall notify Sellers in a reasonable timeframe not be less than such Affected Employee’s monthly base salary immediately prior to the Closing Date with respect Effective Time) for an aggregate period of six (6) months (inclusive of any contractually required severance under an employment agreement and subject to whether each Section 6.15(b)) following any involuntary termination of such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsAffected Employee’s employment without cause within the twelve (12)-month period following the Effective Date, and Sellers subject to such Affected Employee’s execution and delivery of an enforceable release of claims against Parent and its Subsidiaries and their respective Affiliates, in such form as is provided by Parent; provided, however, that any such Affected Employee who is a party to a written employment agreement with the Company providing for six (6) months of severance pay shall reasonably cooperate receive severance benefits in accordance with Purchasersuch employment agreement and not in accordance with this sentence; provided, further, that any Affected Employee without an employment agreement will be deemed to effect have been involuntarily terminated for purposes of this Section 6.15(a) if the timely Affected Employee terminates employment by Purchaser because Parent or its applicable Affiliate the Surviving Corporation requires that the Affected Employee relocate his principal place of each Transferred Employee immediately following business with the ClosingSurviving Corporation more than fifty (50) miles from Denver, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersColorado.

Employee Matters. (a) At least 15 Business Days prior to For a period of not less than one year following the Closing, Buyers shall, or shall cause one of their Affiliates or Subsidiaries (including the Companies) to, provide (I) each employee of a Company who remains employed by the Companies as of immediately after the Closing Date, Purchaser shall extend to and (II) each Business Parent Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written who accepts an offer of employment reviewed by Sellersfrom, and which Sellers have had an commences employment with, the Buyer or one of its Affiliates (including the Companies) as of the Closing (each, a “Continuing Employee”), to the extent such Continuing Employee remains employed, with (i) base salary or wages and a target annual cash bonus opportunity to comment on, providing for a position (if any) that is materially are no less favorable than the same as base salary or wages and target annual cash bonus opportunity such employee’s position Continuing Employee was receiving immediately prior to the Closing (including level if any); and (ii) other employee benefit opportunities that are substantially similar in the aggregate to those provided to similarly situated employees of responsibilityBuyers (excluding for this purpose any equity-based, primary location of employment and authorityretention or defined benefit pension plan benefits) on when applying the terms same eligibility criteria that apply in the normal course to Buyers’ employees. Notwithstanding anything to the contrary set forth in this Section 6.3 herein, (1) nothing herein shall preclude or limit the right of Buyers or their applicable Affiliate(s) from terminating the employment of any Continuing Employee (x) at any time and for any reason following the ninetieth (90th) day following Closing (the “Transfer OfferContinuation Period”) or (y) for cause or due to any misconduct, gross negligence or performance reasons during the Continuation Period and that, if accepted, shall become effective immediately following (2) nothing herein requires the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as provision of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation any particular compensation element or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing benefit for any period particular length of time. Purchaser shall notify Sellers in a reasonable timeframe prior Further, nothing herein is intended to alter the Closing Date with at-will employment status of any Continuing Employee. With respect to whether each offers of employment made by the Buyer to any Parent Employee, such offer has been accepted of employment shall not obligate Parent or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, any Seller Party to effect the timely employment by Purchaser pay any severance or its applicable Affiliate of each Transferred similar benefits to such Parent Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as with such Parent Employee’s decision to accept such offer of employment from the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee Buyer or one of each Sellersits Affiliates (including the Companies).

Employee Matters. (a) At least 15 Business Days prior Other than with respect to any Transferred Entity Plan, and, except as otherwise provided by this Section 6.04 or payments to be made by the Company pursuant to the Company Transition Services Agreement, neither the assets nor the liabilities of any Employee Plans or any other employee benefit plan, arrangement, policy or program sponsored, maintained or contributed to by IAC or its Subsidiaries (other than any Transferred Entity) (collectively with the Employee Plans, other than any Transferred Entity Plan, the “IAC Plans,” it being understood that “IAC Plans” does not include any Transferred Entity Plan) shall be transferred to or assumed by any Transferred Entity pursuant to or in connection with the Transactions. Except as otherwise provided in the Company Transition Services Agreement, as of the Closing Date, Purchaser each of the Transferred Entities shall extend cease to participate in any of the IAC Plans and each Business Transferred Employee set forth on Schedule 6.3(a) (shall cease active participation in the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide IAC Plans. Except as otherwise provided by this Section 6.04 or payments to Sellers be made by the date that is 15 days following Company pursuant to the date hereof and which Schedule 6.3(aCompany Transition Services Agreement, IAC or its Subsidiaries (other than the Transferred Entities) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellersbe responsible for all Liabilities associated with the IAC Plans and shall retain and satisfy all such Liabilities, and which Sellers have had an opportunity to comment on, providing for a position that is materially such Liabilities shall not be the same as such employee’s position immediately prior to the Closing (including level responsibility of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller Liberty or any of their respective Affiliates that any the Transferred Entities. For the avoidance of doubt, unless expressly allocated to Liberty or all Scheduled Employees employed the Transferred Entities pursuant to Sections 6.04(b)-(i) of this Agreement or in the case of payments to be made by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior Company pursuant to the Closing Date with respect Company Transition Services Agreement, all Liabilities arising under the IAC Plans from or related to whether each employees or employee benefits and arising, in whole or in part, as a result of the execution of this Agreement or the consummation of the Transactions, shall be the responsibility of IAC or its Subsidiaries (other than the Transferred Entities), which shall retain and satisfy all such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsLiabilities, and Sellers shall reasonably cooperate with Purchaser, to effect not be the timely employment by Purchaser responsibility of Liberty or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as any of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersEntities.

Employee Matters. Until December 31, 2012 (aor such earlier date as may be selected by Parent as specified below), unless the Company (or, after the Closing, the Escrow Representative) At least 15 Business Days otherwise agrees in writing, Parent shall cause the Surviving Corporation to provide employees of the Surviving Corporation and its Subsidiaries (other than the Key Employees, who will be parties to an offer letter with the Surviving Corporation (each, an “Offer Letter” and collectively, the “Offer Letters”)), all of the benefits provided under the current benefit plans of the Company on terms no less favorable than those that are available to employees of a similar job classification, title or pay grade (and for purposes of calculating benefits under such plans providing full credit for employee service to the Company prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following as of the date hereof and, if as of January 1, 2013 (or such earlier date as Parent may elect to transfer employees of the Surviving Corporation to the benefit plans of Parent), Parent elects to provide benefits to such employees under the benefit plans of Parent (subject to the terms and which Schedule 6.3(a) conditions of such benefit plans as may be amended from time to time), such employees benefits shall include at least 900 Business Employees) be on terms no less favorable than those of Parent employees of a written offer similar job classification, title or pay grade (and for purposes of employment reviewed by Sellers, and which Sellers have had an opportunity calculating benefits under such plans providing full credit for employee service to comment on, providing for a position that is materially the same as such employee’s position immediately Company prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth Date). Nothing in this Section 6.3 (“Transfer Offer”) and thatAgreement, if acceptedexpress or implied, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation to prevent Parent from reducing any benefits of or guarantee by causing termination of, or the Surviving Corporation or any Seller of its Subsidiaries from reducing any benefits of or terminating, any employee at any time or Parent from or causing the Surviving Corporation to amend any of its benefit plans. No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement of Parent, the Company, the Surviving Corporation or any of their respective Affiliates Subsidiaries and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement. The provisions of this Section 7.7 are for the sole benefit of the parties hereto and are not enforceable by any or all Scheduled Employees employed by Sellers will accept employee of the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe Company prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At Subject to the terms and conditions of the Assumed Collective Bargaining Agreements, and subject to satisfaction of CC Buyer’s standard employment qualifications, including verification of eligibility for employment, CC Buyer agrees to employ all of the Property Employees, except for the Reserved Employees, for a period of not less than six (6) months following the Closing Date; provided, however, that CC Buyer shall be permitted to (i) terminate Property Employees for cause, and (ii) make headcount adjustments, as determined by its seasonal workforce needs, consistent with CCI’s past practice, but, in any event, CC Buyer will continue to employ at least 15 Business Days the minimum number of Property Employees necessary to avoid creating any Liabilities under the WARN Act on the part of CCI and its Affiliates, including any Liabilities that could result from any aggregation of pre-closing and post-closing employment losses during a rolling 90-day period that separately did not trigger obligations under the WARN Act. Property Employees are not beneficiaries of this clause. To carry out the purposes of this Section 8.3(a), not less than ten (10) days prior to the Closing Date, Purchaser CC Buyer shall extend written offers of employment, on terms substantially similar to each Business Employee set forth the terms of their current employment with CCI, to all of the Property Employees employed by CCI as of such date, including individuals who are on Schedule 6.3(a) (any type of leave or disability, other than the “Scheduled Reserved Employees”) (which Schedule 6.3(a) Purchaser . Property Employees shall provide be deemed to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written have accepted CC Buyer’s offer of employment reviewed by Sellersreporting for work at their normal work locations (i) for Property Employees who are actively employed as of the Closing, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees , or (ii) automatically for any Property Employee who accept such Transfer Offers and begin employment with Purchaser is on any type of leave or disability as of the Closing Date and, in either case, who has not rejected CC Buyer’s offer of employment. CC Buyer’s offers or notices of employment shall (x) notify Property Employees of the methods of acceptance set forth in either Section 8.3(a)(i) or (ii), (y) inform Property Employees that such acceptance also constitutes consent for CCI to transfer to CC Buyer all of such Property Employee’s personnel information in CCI’s possession, to the extent transferrable; and (z) be collectively submitted to CCI for review and approval before being delivered to the Property Employees (which approval shall not be unreasonably withheld, conditioned or delayed). Each Property Employee who so commences employment with CC Buyer or an Affiliate of CC Buyer shall hereinafter be referred to herein as a “Transferred EmployeesEmployee.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.”

Employee Matters. (a) At least 15 Business Days prior Prior to the Closing, Purchaser intends to make offers of employment to employees of Seller listed on Schedule 4.3, but is not obligated to hire any of the employees of Seller; provided, however, that such offers may be contingent upon such Employees satisfying Purchaser’s hiring requirements with respect to compliance with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. With respect to each of the Employee Benefit Plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of any Employee shown on Schedule 4.3, effective as of the Closing, Purchaser shall, or shall cause its Affiliate to, recognize all service of the Employees with Seller, as if such service were with Purchaser, for vesting and eligibility (but not for accrual) purposes; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Employee Benefit Plan of Seller. Seller will use reasonable efforts to encourage each employee to whom an offer of employment is made by Purchaser to accept such offer of employment. Prior to Closing, Purchaser will provide Seller with a list of employees to whom Purchaser has made an offer of employment that has been accepted (“Hired Employees”). The Hired Employees will become employees of Purchaser commencing (i) in the case of an employee who is actively at work on the Closing Date, Purchaser shall upon the Closing Date, and (ii) in the case of an employee who is on approved leave on the Closing Date, upon such employee reporting to his or her assigned work location and the inception of rendering services for compensation immediately at the end of the approved leave, and Seller will terminate the employment of all the Hired Employees on the Closing Date. It is understood and agreed that (x) Purchaser’s expressed intention to extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer offers of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that4.3 shall not constitute any commitment, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer OfferContract, or understanding (expressed or implied) on the part of Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that any Transferred Employee will continue in employment with Purchaser following the Closing for any period may establish pursuant to individual offers of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsemployment, and Sellers shall reasonably cooperate with Purchaser, to effect the timely (y) employment offered by Purchaser is “at will” and may be terminated by Purchaser or its applicable Affiliate by an employee at any time for any reason (subject in each case to any written commitments to the contrary made by Xxxxxxxxx and to any Laws). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of each Transferred Employee immediately following the ClosingPurchaser to terminate, and Sellers shall reasonably cooperate in connection therewith. Effective as reassign, promote or demote any of the ClosingHired Employees after the Closing or to change adversely or favorably the title, each Transferred Employee previously employed by Sellers shall cease to be an employee powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of each Sellersemployment of such Hired Employees.

Employee Matters. (a) At least 15 Business Days prior Subject to the Closing Dateterms of any applicable collective bargaining agreement, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(afor a period of not less than one (1) (year following the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser Effective Time, the Surviving Corporation shall provide to Sellers by all individuals who are employees of the date that is 15 days following Company and the date hereof and which Schedule 6.3(aSubsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing Effective Time (including level of responsibility, primary location of employment the "Affected Employees") with compensation and authority) on benefits which are substantially comparable in the terms set forth in this Section 6.3 (“Transfer Offer”) aggregate to the compensation and that, if accepted, shall become effective immediately following the Closing. Business benefits provided to such Affected Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date date of this Agreement; provided that neither Buyer nor the Surviving Corporation shall be collectively referred have any obligation to herein as “Transferred Employees.” Nothing herein shall be construed as a representation issue, or guarantee by adopt any Seller plans or arrangements providing for the issuance of, shares of capital stock, warrants, options or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided, further, that no plans or arrangements of the Company or any of their respective Affiliates that the Subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. With respect to each employee benefit plan, program or policy of the Surviving Corporation or Buyer or any of its affiliates, each Affected Employee shall be given credit under such plan for all service with the Company or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe Subsidiary prior to the Closing Date Effective Time for all purposes under such plan. Such prior service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any preexisting condition limitations. Subject to the terms and conditions of this Agreement, with respect to whether each such offer has been accepted any severance protection agreement or rejected. Purchaser shall carry out all necessary actionsarrangement, and Sellers shall reasonably cooperate with Purchaseror employment letter or agreement, providing for compensation or benefits to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersthe Company after termination of employment, the Surviving Corporation shall confirm in writing that it shall pay and perform all of the obligations of the Company pursuant to such agreements and arrangements.

Employee Matters. (a) At least 15 Business Days prior Immediately following execution of this Agreement, Trican Parent and Seller Companies shall, subject to the Closing Daterestrictions in Section 6.3, Purchaser provide Buyer Companies access to the Business Employees for the purposes of discussing employment with Buyer or one of its Affiliates. Buyer shall, or Xxxxx Parent shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following cause Buyer or one of its Affiliates to, promptly engage in such discussions and make written offers of employment as promptly as practicable after the date hereof and which Schedule 6.3(a) in all cases no later than 45 days after the date of this Agreement with such offers to be effective concurrently with the time of Closing, but subject to the Closing having occurred. Buyer shall include at least 900 designate in writing the Business Employees) a written Employees to whom Buyer or one of its Affiliates will make an offer of employment reviewed by Sellers, to Trican Parent as promptly as practicable after the date hereof and which Sellers have had an opportunity to comment on, providing for a position that is materially in all cases no later than 45 days after the same as such employee’s position immediately prior date of this Agreement (the “Designated Employees”). Such offers of employment to the Closing Designated Employees shall be made in a manner that complies with applicable Law (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”anti-discrimination Laws) and that, if accepted, shall become effective immediately following include offers of compensation and employee benefits that are comparable to the Closingcompensation and employee benefits provided to similarly situated employees of the Buyer Companies. Business Designated Employees who accept such Transfer Offers and begin employment with Purchaser offer of employment, as of the Closing Date effective date of their employment with Buyer or one of its Affiliates, shall be collectively referred to herein as the “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time”. Purchaser shall notify Sellers in a reasonable timeframe prior Subject to the Closing Date consummation of the Transaction, with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, any Business Employee who is not a Designated Employee and Sellers shall reasonably cooperate with Purchaser, to effect the timely whose employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate is involuntarily terminated in connection therewith. Effective as with the Transaction (“Excluded Employees”), Xxxxx Parent shall, or shall cause Buyer to, following receipt of a written claim from Trican Parent, promptly reimburse Trican Parent, on behalf of the ClosingSeller Companies, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.for the following (the “Termination Obligations”):

Employee Matters. (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each those employees of the Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written ), an offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for in a position that is materially the same as comparable to such employeeEmployee’s position immediately prior to the Closing (including level of responsibility, primary location of employment employment, and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following upon the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date in accordance with this Section 6.3(a) shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective its Affiliates that any or all Scheduled of the Employees employed by Sellers will accept the Transfer Offer, offer of employment from Purchaser or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejectedClosing. Purchaser shall carry out all actions necessary actions, and Sellers shall reasonably cooperate with Purchaser, under applicable Law to effect the timely transfer of employment by Purchaser or its applicable Affiliate to it of each such Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewithwho has accepted that offer. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of Seller and its Affiliates and shall cease to be an active participant in any Seller Plan. Seller intends that for purposes of any Seller Plan providing severance or termination benefits, or any comparable plan, program, policy, agreement or arrangement of Seller or any of its Affiliates, the transactions contemplated by this Agreement shall not constitute a termination of employment of any Transferred Employee prior to or upon the consummation of such transactions. For a period of one (1) year from and after the Closing Date, Purchaser shall provide each Sellers.Transferred Employee with (i) base compensation/wage rate that is no lower than that provided to such Transferred Employee as of the date hereof; (ii) short-term cash bonus opportunity that is no less favorable than that provided to such Transferred Employee as of the date hereof; and (iii) other employee benefits (other than equity incentive, retention or change in control arrangements) that are substantially comparable in the aggregate to those provided under the Seller Plans as of the date hereof. For purposes of eligibility, determining level of benefits, vacation and paid time off accrual, and vesting (other than vesting of future equity awards) under the benefit plans and programs maintained by Purchaser or any of its Affiliates and providing compensation or benefits to Transferred Employees after the Closing Date (the “Purchaser Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Affiliates before the Closing Date, except to the extent such credit would result in a duplication of benefits. Without limiting the generality of any other provision of this Agreement:

Employee Matters. Prior to the Closing Date and subject to Buyer receiving evidence that each such employee has a legal right to work in his or her country of current employment, each Key Employee and each Canadian Offered Employee shall be given an Offer Letter by Buyer or an affiliate of Buyer. Prior to the Closing Date and subject to Buyer receiving evidence of a legal right to work in the relevant country, Buyer or an affiliate of Buyer shall furnish an Offer Letter to each of Parent’s Offered Non-Canadian Employees listed on Schedule 1.1(hhh), provided however that, with respect to each function listed on Schedule 1.1(hhh), Buyer shall not be required to furnish an Offer Letter to more than one individual for each region listed on such Schedule. Such Offer Letters will (a) At least 15 Business Days offer employment in compliance with the standard employment terms and conditions of Buyer or the applicable affiliates of Buyer, as the case may be, with compensation and benefit packages commensurate and consistent with those given to existing Buyer employees or employees of the applicable affiliates of Buyer, as the case may be, in the same or similar geographic market and job classifications (provided that with respect to Canadian Offered Employees, such employees will be offered the same annual base salary as provided by Seller as of the date hereof), (b) supersede any prior employment agreements and other arrangements with such Offered Employee in effect prior to the Closing Date and (c) provide that the offers of employment will be conditional on the completion of the transactions contemplated by this Agreement and that such offers of employment will be effective as of the Closing Date. Other than as required by applicable Exhibits law, Buyer shall not be obligated to recognize or give credit for service or deemed service of the Offered Employees prior to the Closing Date, Purchaser . The Seller shall extend to each Business Employee set forth on Schedule 6.3(a) (indemnify and hold harmless the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers Buyer from and against all Losses suffered or incurred by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Buyer as a result of or arising directly or indirectly out of, in connection with or pursuant to any claims by any Business Employees) a written offer of employment reviewed , other than claims by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Continuing Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejectedtheir employment with the Purchaser. Purchaser shall carry out The Seller Group agrees to administer the accrued benefits under the Manulife Financial Registered Pension Plan Policy #1074368 in respect of the Continuing Employees materially in accordance with (i) the terms thereof, (ii) all necessary actionsapplicable laws, including, without limiting the generality of the foregoing, the applicable pension and tax legislation, and Sellers shall reasonably cooperate with Purchaser, to effect (iii) the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as administrative practices of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersapplicable pension regulator and tax authorities.

Employee Matters. (a) At least 15 Business Days From time to time prior to the Closing Date, Purchaser within five Business Days of the date upon which any change to any Subject Employees has occurred, Seller shall extend provide Buyer with an updated list of the Subject Employees. On or before the Closing Date, Buyer or an Affiliate of Buyer (such entity that makes employment offers being the “Buyer Employer”) shall offer employment, which shall be contingent upon the occurrence of the Closing, to each Subject Employee actively employed by Seller or its Affiliates as of the Closing Date; provided, however, the Buyer Employer shall not be obligated to offer employment to any Subject Employee that was not listed on Section 4.13(c) of the Company Disclosure Schedule as of the date hereof or who does not satisfy the general hiring criteria applicable to the Buyer Employer’s hiring practices for similarly situated employees. Each such offer of employment to a Subject Employee shall (i) be held open for not less than 10 Business Days after the respective offer is made, (ii) be made for a position (by function without regard to title) substantially the same as the existing position held by such Subject Employee and (iii) be made at an annual base salary or hourly wage rate that is not less than the annual salary or hourly wage rate that the Subject Employee was receiving as set forth on Section 4.13 of the Company Disclosure Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level date of responsibility, primary location of employment and authority) on the terms set forth this Agreement. As used in this Section 6.3 (Agreement, the term “Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 No less than 30 calendar days prior to the expected Closing Date, or such later date as shall be mutually agreed in writing between Buyer and Seller, Buyer shall extend a written offer of employment to those certain Business Days Employees set forth on Schedule 5.08(a). Buyer may update Schedule 5.08(a) at any time up to 60 calendar days prior to the expected Closing Date, or such later date as shall be mutually agreed in writing between Buyer and Seller, by providing written notice to Seller; provided that, Schedule 5.08(a) may be further amended by Buyer after such time to remove any Business Employee who ceases to be an employee of Seller or a Seller Subsidiary prior to the Closing Date and Buyer may add up to an equal number, or such greater number as to which Seller consents in writing, of additional Business Employees to Schedule 5.08(a) to replace the individuals so removed (except for individuals so removed who have become employees or contractors of Buyer or a Buyer Subsidiary, unless otherwise consented to by Seller in writing). Each such written offer of employment shall include compensation and benefits substantially similar and no less favorable in the aggregate as provided to such Business Employee by Seller or its Subsidiaries as of immediately prior to the Closing Date. Unless otherwise agreed to in writing by Buyer and Seller, Purchaser each such offer shall extend as a condition to each acceptance provide that the Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written who accepts an offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth from Buyer in accordance with this Section 6.3 (“Transfer Offer”5.08(a) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin resign his or her employment with Purchaser Seller or Seller Affiliate (as applicable) as of the Closing Date shall be collectively referred and commence his or her employment with Buyer the following day. With respect to herein as “any Business Employee (i) who does not become a Transferred Employees.” Nothing herein shall be construed as a representation or guarantee Employee, and (ii) whose employment by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser its Subsidiaries is terminated within 90 calendar days following the Closing Date (“Severed Business Employees”), Buyer shall reimburse Seller for any period of timethe Severance Costs. Purchaser After Seller has paid all Severance Costs, Seller shall notify Sellers in deliver to Buyer an invoice for such Severance Costs, which invoice shall include (i) the Severance Cost applicable to each Severed Business Employee, (ii) a reasonable timeframe prior certification that such Severance Costs were actually paid to the Severed Business Employees, and (iii) a certification that the employment by Seller or its Subsidiaries of such Severed Business Employees was actually terminated within 90 calendar days following the Closing Date Date. Buyer shall make such payment of Severance Costs to Seller within 30 calendar days of Buyer’s receipt of an invoice that reasonably complies with the requirements of the preceding sentence. With respect to whether each such offer has been accepted Business Employee other than Transferred Employees or rejected. Purchaser Severed Business Employees, Seller shall carry out all necessary actionsbe liable for, and Sellers Buyer shall reasonably cooperate with Purchaserhave no liability for, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersany severance costs.

Employee Matters. (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(aNo later than twenty-seven (27) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof (which period will be extended for any Excluded Member Employee and which Schedule 6.3(a) any Dedicated Employees to the extent that Buyer is not given reasonable access to interview such Business Employees in accordance with this Section 8.3(a)), Buyer shall include at least 900 Business Employees) deliver to Seller a written offer notice identifying (x) the Excluded Member Employees and (y) the Dedicated Employees whom (1) Buyer desires to be employed by an entity in the Company Group at Closing (the “Included Dedicated Employees”) and (2) Buyer does not desire to be employed by an entity in the Company Group at Closing (the “Excluded Dedicated Employees”). Seller and its Affiliates shall, prior to the Closing, (i) transfer to Leiserv (or such other Person as may be designated by Buyer) the employment of all Included Dedicated Employees who are not as of such date already employed by Leiserv, (ii) maintain or transfer the employment reviewed by Sellersof all Excluded Dedicated Employees with or to Seller or an Affiliate of Seller (other than a Member), and which Sellers have had (iii) transfer the employment of all Excluded Member Employees to Seller or an opportunity Affiliate of Seller (other than a Member). Following the date of this Agreement, Seller shall allow the Buyer and its Affiliates reasonable access, during normal business hours and upon reasonable advance notice, to comment onmeet with and interview the Dedicated Employees and potential Excluded Member Employees to facilitate the determinations by Buyer contemplated in this Section 8.3; provided, providing for however, that such access shall not unduly interfere with the conduct of the Business prior to the Closing. All Business Employees who are employed by a position that is materially the same Member (including Leiserv) as such employee’s position of immediately prior to the Closing (including level but, for the avoidance of responsibilitydoubt, primary location excluding any Excluded Dedicated Employees and Excluded Member Employees) shall continue in the employment of employment and authority) on the terms set forth in this Section 6.3 Member, Buyer, the Company Group or their Affiliates (“Transfer Offer”) and that, if accepted, shall become effective immediately determined following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of ) immediately after the Closing Date shall be collectively referred to herein as (such employees, the “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any ”). Each Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersSeller or its Affiliate (determined following the Closing), as applicable, as of the Closing. Seller hereby agrees to waive any condition or restriction that it may have the contractual right to impose on the hiring and employment by Buyer and its Affiliates of any Transferred Employee, effective as of the Closing Date. For the avoidance of doubt, no person who would otherwise meet the definition of Transferred Employee but who is receiving long-term disability benefits under a long-term disability plan of Seller and its Affiliates as of the Closing Date shall become a Transferred Employee unless agreed to by Buyer and Seller.

Employee Matters. (a) At least 15 Business Days prior The Buyer shall take such action as may be necessary so that on and after the Closing, and for one (1) year thereafter, officers and employees of the Company and its Subsidiaries who remain after the Closing in the employ of the Company or its Subsidiaries are, as the Buyer may determine from time to time, provided employee benefits which, in the aggregate, are substantially similar to those made available by the Buyer to officers and employees of the Buyer and its Subsidiaries having similar responsibilities and positions. For purposes of eligibility to participate and vesting in benefits provided by the Buyer to such officers and employees, the Buyer shall provide that the officers and employees of the Company and its Subsidiaries will be credited with their years of service with the Company and its Subsidiaries and any predecessors thereof to the Closing Date, Purchaser extent service with the Buyer and its Subsidiaries and any predecessors thereof is taken into account under the plans of the Buyer and its Subsidiaries. The eligibility of any officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Buyer shall extend not be subject to each Business Employee set forth on Schedule 6.3(a) (any exclusions for any pre-existing conditions if such individual has met the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser participation requirements of similar benefit plans and programs of the Company and its Subsidiaries. The Buyer shall provide that all individuals eligible to Sellers participate in any plan or arrangement contemplated above shall be immediately eligible to participate in the similar plan or arrangement maintained by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially Buyer or its Subsidiaries (or the same as such employee’s position immediately prior to plan or arrangement if still maintained). The Buyer shall provide that amounts paid before the Closing (including level by officers and employees of responsibilitythe Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following after the Closing. Business Employees who accept such Transfer Offers , be taken into account in applying deductible and begin employment with Purchaser out-of-pocket limits applicable under the health plans of the Buyer provided as of the Closing Date to the same extent as if such amounts had been paid under such health plans of the Buyer. Nothing contained in this Section 5.2(a) shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation create any rights in any officer or guarantee by employee or former officer or employee (including any Seller beneficiary or dependent thereof) of the Company, any of their respective Affiliates that any its Subsidiaries or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue Surviving Corporation in respect of continued employment with Purchaser following the Closing for any specified period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted any nature or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellerskind whatsoever.

Employee Matters. (a) Buyer shall have the right, but not the obligation, to, or to cause one of its Affiliates to, make offers of employment to each of the Employees except Xxx Xxxxx and Xxxxxxx Xxxxxx. Seller has delivered to Buyer a true and correct list of the annualized salary, wage rate and other compensation payable to each Employee as of the Execution Date and bonus paid or payable for the 2011 year with respect to each Employee; save and except bonuses which Seller has paid or may pay to employees upon consummation of this or other transactions and which shall not be an obligation of the Company, but shall be a Company Transaction Expense. Upon request of Buyer, the Company will provide Buyer and its Affiliates with reasonable access to the Employees for the purpose of conducting employment interviews before the Closing Date. At least 15 Business Days prior to ten (10) days before the Closing Date, Purchaser Buyer or one of its Affiliates shall extend issue written offers of employment to each Business any Employee set forth it desires to hire. Such employment offers shall be conditioned on Schedule 6.3(athe Closing and effective from and after the Closing Date (or, if any Employee is on a leave of absence (other than vacation), effective from and after the date such Employee returns to active employment) and shall provide for terms and conditions of employment (including without limitation position, title, duties, responsibilities, base compensation, insurance and other employee benefits, bonus opportunity, vacation, sick, or other paid leave) that are materially consistent with those provided to employees seconded to Buyer or its Affiliates in Lycoming and Wyoming Counties, Pennsylvania. Seller and its Affiliates shall not interfere with any such offers or negotiations by Buyer or any of its Affiliates to employ any Employee or discourage any Employee from accepting employment with Buyer or any of its Affiliates and, without limiting the foregoing, shall not, and shall not offer to, increase the salary, benefits or other compensation of any Employee other than as part of a company-wide increase in salary, benefits or other compensation. Buyer shall notify Seller in writing and Buyer and Seller shall confer at least two (2) days before the Closing Date as to the identities of such Employees who have accepted Buyer’s or one of its Affiliate’s offers of employment (the “Scheduled Hired Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by ). Seller or the date Affiliate of Seller that is 15 days following employs the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer Employees will accept the resignation of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same Hired Employees effective as such employee’s position of the time immediately prior to before the Closing Date (including level or such later time with respect to an Employee on a leave of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser absence other than vacation as of the Closing Date Date) and shall waive and release, as it pertains to employment by Buyer or any of its Affiliates, any noncompetition, non-disclosure and similar agreements between Seller or such Affiliate and any of the Hired Employees (except for any nondisclosure obligations relating to proprietary or confidential non-public information that is not related to the Properties). Buyer shall be collectively referred responsible, and shall indemnify Seller and its directors, officers, employees, Affiliates, agents and assigns, for any costs, losses or liabilities incurred by Seller or any of the Company’s Affiliate(s) to herein as “Transferred the extent arising out of the actions or omissions of Buyer or its Affiliates on or following the Closing with respect to the Hired Employees.” Nothing herein , including without limitation the terms and conditions of employment of the Hired Employees with Buyer or its Affiliate and Buyer’s failure to comply with its obligations under this Section 7.10. The provisions of this Section 7.10 are intended to benefit the parties to this Agreement and the Company’s Affiliate(s) referenced in this Section 7.10 and nothing in this Agreement, express or implied, is intended or shall be construed as a representation to (a) confer upon or guarantee give to any other Person (including for the avoidance of doubt any Employees) other than the parties to this Agreement, the Company’s Affiliate(s) referenced in this Section 7.10, and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any Seller provision of this Agreement or (b) amend any employee benefit plan of Seller, Buyer or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersAffiliates.

Employee Matters. (a) At least 15 Business Days Buyer shall, on or before the Closing Date, offer to employ Kevin Lunau, Christopher Pixxxx xxx xx lexxx xxxxxxx-xxxx percent (75%) of the remaining employees of Seller, excluding any employees of TMI or USORTHO, and excluding John Saringer and Jean-Pierrx Xxxxxxxxxxx, empxxxxx xx xxx Xxxxxxx Date (the "Retained Employees") on terms and conditions of employment including without limitation, salary, benefits, position and responsibilities, which are no less favorable than those paid to and/or enjoyed by such Retained Employees on the 14 Closing Date. Without limiting the generality of the foregoing, the Buyer will not offer employment to either John Saringer or Jean-Pierrx Xxxxxxxxxxr. Txx Xxxxx xxxxx xxxxxxx, within fifteen (15) days after the date of signing of this Agreement, to the Seller a list identifying the Retained Employees, failing which the Retained Employees shall consist of all employees of the Seller employed on the Closing Date. Buyer shall recognize the period of employment of the Retained Employees who accept the Buyer's offer of employment (the "Accepting Employees") with Seller up to the Closing Date for all purposes as if such service had occurred with Buyer. Buyer agrees to assume all liabilities associated with the Retained Employees including, without limitation, payment of any Accrued Employee Benefits (as hereinafter defined) and all costs incurred in connection with the termination or lay-off of any such employee, and Buyer shall indemnify and save harmless Seller in respect of such assumed liabilities. Seller and Buyer shall cooperate to provide an orderly transfer for accrued employee vacation and sick leave benefits (the "Accrued Employee Benefits") from Seller to Buyer in order to preserve the benefits available to the Retained Employees. Seller shall prepare a comprehensive list of such Accrued Employee Benefits by employee as of the date ten (10) days prior to the Closing Date, Purchaser shall extend to each Business value such Accrued Employee set forth on Schedule 6.3(a) (Benefits at the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer rates of employment reviewed by Sellerspay in effect as of such date, and which Sellers have had an opportunity to comment on, providing for a position that is materially shall pay Buyer at the same as such employee’s position immediately prior Closing cash equal to the Closing (including level value of responsibilitysuch Accrued Employee Benefits, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as for that portion of the Closing Date shall be collectively referred to herein as “Transferred EmployeesAccrued Employee Benefits not already provided for in the December 1996 Statements or the Business Plan.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) Purchaser shall make offers of employment to no less than the Required Number of active, full-time employees of Seller in the Business and shall hire all employees who accept such offers of employment as of the Closing. Subject to Applicable Law, Seller will provide Purchaser with access, upon reasonable prior notice during normal business hours, to the Edgefield Facility and the personnel records of employees of the Business for the purpose of preparing for and conducting employment interviews with active and full-time employees of the Business. At least 15 Business Days five (5) business days prior to the Closing DateClosing, Purchaser shall extend will provide Seller with a list of all employees of the Business to each Business Employee set forth on Schedule 6.3(a) whom Purchaser has made offers of employment that have been accepted effective as of the Closing (the “Scheduled "Hired Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by "). Seller will terminate the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business employment of all Hired Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position effective immediately prior to the Closing (including level of responsibility, primary location Closing. Purchaser will set its own initial terms and conditions of employment for the Hired Employees and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) others it may hire, including work rules, benefits, salary, and thatwage structure, if acceptedall as permitted by Applicable Law, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with except that Purchaser as of the Closing Date shall be collectively referred agrees to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offerrecognize, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each Hired Employee, such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsHired Employee's years of service with the Seller for purposes of determining such Hired Employee's seniority under Purchaser's work rules, benefits, salary, and Sellers wage structure. The parties agree that, except as otherwise provided in SECTION 3.6(h), any employment offered by Purchaser to employees of the Business (i) shall reasonably cooperate with Purchasernot constitute a commitment, contract, or understanding (express or implied) of any obligation by Purchaser to effect the timely a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (ii) is "at will" and, subject to Applicable Law, may be terminated by Purchaser or its applicable Affiliate by any Hired Employee at any time for any reason. Except as provided in SECTION 3.6(h), nothing in this Agreement shall be deemed to prevent or restrict in any way the right of each Transferred Employee immediately following the ClosingPurchaser to terminate, and Sellers shall reasonably cooperate in connection therewith. Effective as reassign, promote, or demote any of the ClosingHired Employees after Closing or to change adversely or favorably the title, each Transferred Employee previously employed by Sellers shall cease to be an employee powers, duties, responsibilities, functions, locations, salaries, other compensation, or other terms or conditions of each Sellersemployment of such Hired Employees.

Employee Matters. (a) At least 15 Business Days prior No later than the period specified in the Benefits TSA, OpCo Purchaser shall, or shall cause its Affiliates to, provide an offer of employment, to the Closing Date, Covered Employees selected by OpCo Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 its sole discretion (“Transfer Offer”) and ), that, if accepted, shall become effective immediately following after the period specified in the Benefits TSA and shall be contingent upon the OpCo Closing. Business Covered Employees who accept such Transfer Offers and begin employment with OpCo Purchaser as of the Closing Date in accordance with this Section 6.6(a) shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by of the employees of Sellers will accept the Transfer Offer, offer of employment from OpCo Purchaser or that any Transferred Employee will continue in employment with OpCo Purchaser following the Closing for any period expiration of timethe Term as such term is defined in the Benefits TSA. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. OpCo Purchaser shall carry out all actions necessary actions, and Sellers shall reasonably cooperate with Purchaser, under applicable Law to effect the timely transfer of employment by Purchaser or its applicable Affiliate to it of each such Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewithwho has accepted that offer. Effective as of the Closingexpiration of the Term as such term is defined in the Benefits TSA, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersSellers or their Affiliates. OpCo Purchaser shall not have any Liability with respect to any employee of Sellers who does not become a Transferred Employee or any other former employee of Sellers (other than any Liabilities under Acquired Seller Plans, described in the Benefits TSA or specifically assumed pursuant to Section 1.4(g)). Sellers will reasonably cooperate with any reasonable requests by OpCo Purchaser in order to facilitate the offers of employment and the delivery of such offers. In addition, the OpCo Purchaser shall take the actions described on Schedule 6.6(a).

Employee Matters. (a) At least 15 Seller will cause the Company to furnish to Purchaser an updated employee list, containing all the information as required by Section 3.21(a), as of a date no more than fifteen Business Days prior to the Closing Date, . Purchaser shall extend use commercially reasonable efforts to each Business Employee set forth continue the employment of the employees of the Company who can be accommodated and who meet the normal employment eligibility requirements that Purchaser enforces with respect to its employees. Any continuation of employment of the employees of the Company shall be on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) such terms and conditions as Purchaser in its sole discretion determines to be appropriate, and without guarantee that any such employee shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written receive an offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a the same or similar position that he currently holds, or for the wages and benefits that he currently receives. It is materially understood and agreed that any continued employment by an employee of the same as Company is “at will” and may be terminated by Purchaser at any time for any reason (subject to any written commitments to the contrary made by Purchaser and applicable Laws). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaser or the Company, post-closing, to terminate, reassign, promote or demote any of the continued employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of any such employee’s position immediately employees. Seller shall amend the Metropolitan Health Networks 401(k) Plan, effective prior to the Closing (including level of responsibilityDate, primary location of employment and authority) on to provide that the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date Company's employees no longer shall be collectively referred eligible to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept participate in such retirement plan from and after the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of timeEffective Time. Purchaser shall notify Sellers in a reasonable timeframe prior Prior to the Closing Date Date, Seller shall furnish to Purchaser a copy of such amendment to the Metropolitan Health Networks 401(k) Plan, along with respect to whether each appropriate resolutions of Seller and the Company authorizing and adopting such offer has been accepted or rejectedamendment. Purchaser agrees that the Company employees whose employment continues from and after the Effective Time shall carry out all necessary actionsbe eligible to participate in the Humana Retirement and Savings Plan from and after the Effective Time, subject to the terms and Sellers shall reasonably cooperate with Purchaserconditions of such retirement plan. The Humana Retirement and Savings Plan, to effect however, will not accept any direct transfer or direct rollover of account balances from the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersMetropolitan Health Networks 401(k) Plan.

Employee Matters. (a) At least 15 Business Days prior to Offers of Employment. Schedule 5.4(a) sets forth the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) Employees (the “Scheduled Potential Employees”) (which Schedule 6.3(a) Purchaser ). Buyer shall provide make formal offers of employment to Sellers by the Potential Employees no later than the date that is 15 days next-following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written Closing Date (the “Offer Date”), with such offers to remain open until the close of business, Dallas, TX local time, on Monday, January 26, 2015. Each such offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing shall provide for employment (i) at a position base salary or wage rate that is materially no less than the same base salary or wage rate, as applicable, provided to such employee’s position Potential Employee immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms as set forth in this Section 6.3 a schedule previously provided to Buyer in folder VIII in the virtual data room, (“Transfer Offer”ii) at an annual cash bonus incentive opportunity that is no less favorable than that provided to such Potential Employee by Sellers for calendar year 2014 as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room and that(iii) in a position reasonably commensurate with such Potential Employee’s skill set as determined by Buyer in good faith. The Sellers shall cooperate with and use their commercially reasonable efforts to make such Potential Employees accessible to Buyer. With respect to each Employee that accepts an offer of employment with Buyer or its Affiliates, if accepted, shall become effective immediately whether upon or following the Closing. Business Employees who accept , the Sellers shall terminate for all purposes (including under all Seller Plans) the employment of each such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer OfferEmployee, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe effective (i) immediately prior to the Closing Date for those Employees who commence employment with respect to whether each such offer has been accepted Buyer or rejected. Purchaser shall carry out all necessary actionsits Affiliates at Closing, and Sellers shall reasonably cooperate (ii) immediately prior to commencing employment with Purchaser, to effect the timely employment by Purchaser Buyer or its applicable Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each Employee who so commences employment with Buyer or an Affiliate of each Transferred Employee immediately thereof, whether upon or following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective hereinafter be referred to as a “Transferred Employee” as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Effective as of the Closing Date, Buyer shall (or shall cause one of its Affiliates to), as the case may be, (x) employ each Seller Business Days Employee whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law on terms and conditions that comply in all material respects with Applicable Law, or (y) not later than seven days prior to the Closing Date, Purchaser shall extend make an offer of employment to each Seller Business Employee set forth whose employment does not continue with Buyer or any of its Affiliates by operation of Applicable Law (other than any such employee who is then on Schedule 6.3(along-term disability, unless under Applicable Law such offer is required to be made to such employee at such time), in each case, such offer to be contingent on, and effective as of, the Closing. If a Seller Business Employee to whom Buyer did not offer employment under the foregoing clause (y) solely due to such employee’s being on long-term disability returns to active service with Seller or one of its Affiliates within six months following the Closing Date (or such later date as is required by Applicable Law), Buyer shall (or shall cause one of its Affiliates to) make an offer of employment to such Seller Business Employee not later than the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide later of seven days prior to Sellers by the date that such employee is 15 scheduled to return to active service with Seller or one of its Affiliates or seven days following the date hereof Seller notifies Buyer of such scheduled return to active service, provided that Seller shall notify Buyer as soon as practicable prior to such scheduled return to active service (such scheduled return date, the “Leave Return Date”). To the extent permitted under Applicable Law, such offers of employment shall provide that any Seller Business Employee who does not expressly reject such offer in writing shall be deemed to accept such offer as of the Closing Date or the Leave Return Date, as the case may be. Seller and which Schedule 6.3(aBuyer shall (or shall cause one of their respective Affiliates to) shall include at least 900 provide to the Seller Business Employees) a written Employees all information required under Applicable Law in connection with any offers of employment or transfers of employment by operation of Applicable Law contemplated by this Section 9.01(a). Any offer of employment reviewed required to be made by SellersBuyer (or one of its Affiliates) pursuant to this Section 9.01(a) shall be on terms that are in compliance in all material respects with this Section 9.01(a) and Applicable Law. Buyer shall provide Seller with a reasonable advance opportunity to review the forms of employment offers which Buyer makes under this Section 9.01(a) and shall consider in good faith any comments of Seller to such forms. Each Seller Business Employee (1) who accepts (or is deemed to accept) such offer of employment with Buyer or one of its Affiliates (and, where required by Applicable Law, executes all documents necessary to effectuate such transfer of employment) and commences such employment with Buyer or one of its Affiliates or (2) whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law and who does not object to such continuation of employment in accordance with Applicable Law is referred to herein as a “Continuing Employee”. For a period of 12 months following the Closing Date, Buyer shall, and which Sellers have had an opportunity shall cause its Affiliates to, provide to comment on, providing for each Continuing Employee who remains employed by Buyer or one of its Affiliates (i) a position base salary or wage rate that is materially not less than that provided to such Continuing Employee immediately prior to the Closing, (ii) severance benefits that are no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date and (iii) other compensation and benefits that are substantially comparable in the aggregate to those provided by Seller and its Affiliates to such Continuing Employee immediately prior to the Closing Date (excluding equity or equity-based compensation, deferred compensation, retiree health or welfare benefits and participation in a defined benefit pension plan). Except as prohibited by Applicable Law (it being understood that Buyer shall have no liability to Seller or its Affiliates hereunder for Damages incurred as a result of Buyer’s failure to perform its obligations under this Section 9.01(a) due to Seller’s failure or refusal to provide Buyer with all information reasonably necessary to permit Buyer to perform such obligations), Seller shall provide Buyer with all information reasonably necessary to permit Buyer to perform its obligations under this Section 9.01(a), including such information as may be reasonably requested by Buyer following the Closing, and Seller’s agreement to provide such information shall survive the Closing for so long as Buyer remains obligated to perform under this Article 9. Except as otherwise provided in this Agreement, Buyer shall, and shall cause its Affiliates to, cause any employee benefit plans, arrangements or policies (including, without limitation, any plan, arrangement or policy required by or maintained pursuant to any Applicable Law) in which any of the Continuing Employees participate following the Closing Date (collectively, the “Buyer Plans”) to recognize the service of each Continuing Employee for purposes of vesting, eligibility and benefit entitlement to the same extent such service was recognized by an Employee Plan as such employee’s position of immediately prior to the Closing (including level other than (i) for purposes of responsibilitybenefit accrual under any defined benefit pension plan or retiree health or welfare benefit plan, primary location of employment and authority) on except to the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept extent that such Transfer Offers and begin employment with Purchaser as of the Closing Date shall benefit accrual is required to be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offerrecognized under Applicable Law, or that any Transferred Employee will continue in employment with Purchaser following (ii) to the Closing for any period of time. Purchaser shall notify Sellers extent such service credit would result in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate duplication of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersbenefits).

Employee Matters. All employees engaged in Operations (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Project Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by ), whether full or part time, may, in the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as discretion of the Closing Date Manager, be employees of General Moly, the Manager, an Affiliate of the Manager and/or the Company; provided, that the Manager shall be collectively referred use commercially reasonable best efforts to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date cause wages paid with respect to whether each Operations to Project Employees (other than Project Employees with a title of General Manager or above) to be treated as “W-2 wages” of the Company for purposes of Section 199 of the Code and the related Treasury Regulations (including establishing reporting relationships, policies and procedures and making reasonable amendments to benefit plans) to the extent the Manager can do so without causing General Moly, the Manager, any Affiliate of the Manager or the Company to incur significant additional administrative, operational or other costs or liabilities, unless POS-Minerals agrees to make a capital contribution to the Company to fund the additional administrative, operational or other costs or liabilities incurred by reason of such offer has been accepted action. A majority of the Project Employees shall devote all of their time to the Project. The Manager shall establish all guidelines pertaining to the employment of the Project Employees, including guidelines pertaining to the term of office or rejected. Purchaser employment, resignation, removal and compensation of such Project Employees; provided, that, unless otherwise approved by the Representatives of the other Member, the salaries and wages of the Project Employees included in Employee Costs shall carry out all necessary actionsbe reasonably customary for the industry, taking into account the duties to be performed by the Project Employee, the seniority of the Project Employee, and Sellers the location where Operations are to be performed by such Project Employee. The Manager shall reasonably cooperate with Purchaserrecruit, to effect select, employ, promote, terminate, supervise, direct, train and assign the timely employment by Purchaser or its applicable Affiliate duties of each Transferred Employee immediately following the Closingall Project Employees, and Sellers shall reasonably cooperate may change or replace any such Project Employee at any time, in connection therewith. Effective as each case in the sole discretion of the ClosingManager. EXHIBIT B TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.LLC; ACCOUNTING PROCEDURE – Page 1

Employee Matters. (ai) At least 15 Business Days prior Schedule 4.1(M) accurately lists all of the current employees of the Acquired Companies (the "Company Employees"), all of the Seller Employees (as hereinafter defined), and all Employee Benefit Plans and Benefit Arrangements currently applicable to the Closing DateCompany Employees, Purchaser shall extend to each Business Employee Seller Employees or Former Employees (as hereinafter defined). Except as set forth on Schedule 6.3(a4.1(M), each Employee Benefit Plan complies in all respects and has been operated and administered in all respects in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to the extent that ERISA is applicable, and all other applicable Laws, except for any failure to so comply or to be so operated and administered as could not reasonably be anticipated to result in a Material Adverse Effect on the Business; no "reportable event" (for which the notice requirement is not waived by the applicable regulations under ERISA), "prohibited transaction" (as such terms are defined in ERISA and the Code, as applicable) or termination has occurred with respect to any Employee Benefit Plan; and each Employee Benefit Plan that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA has been determined by the Internal Revenue Service (the “Scheduled Employees”"IRS") to be qualified under Section 401(a) of the Code, and to the Seller's knowledge, no event or omission has occurred which would cause any such Employee Benefit Plan to lose such qualification. Except as set forth on Schedule 4.1(M), no Company Employee, Seller Employee or Former Employee nor any beneficiary or dependent of any of them is or may become entitled to post employment health care or any other non-pension benefits (which Schedule 6.3(aother than as required by Law) Purchaser shall provide to Sellers by reason of their employment by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any Acquired Company or termination of such employment and no Company Employee, Seller Employee or Former Employee will have rights to any severance payment or any other benefits by reason of the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or, subject to Section 13.16 in the event of their respective Affiliates that any termination prior to or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for by the Seller or any period of timeAcquired Company. Purchaser shall notify Sellers in a reasonable timeframe prior The Seller has made available to the Closing Date with respect Purchaser all material plan documents and other material documents relating to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, the Employee Benefit Plans and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersBenefit Arrangements.

Employee Matters. (a) At least 15 Business Days prior to During the Pre-Closing DatePeriod, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) the Sellers will make the employees of the Companies (the “Scheduled Companies Employees”) reasonably available to the Purchaser to enable the Purchaser to evaluate and determine the Companies Employees to which it will offer employment with the Purchaser effective upon the Closing. With respect to each Companies Employee, either: (which Schedule 6.3(ai) the Purchaser shall will provide to Sellers for employment by the date that is 15 days following Purchaser of such Companies Employee, effective upon the date hereof Closing, on the terms and which Schedule 6.3(a) shall include conditions summarized in an offer letter to be provided by the Purchaser to such Companies Employee at least 900 Business Employeesten (10) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately days prior to the Closing (including level of responsibilityeach, primary location of employment and authorityan “Offer Letter”); or (ii) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin Companies Employee’s employment with Purchaser as of the Closing Date shall Companies will be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following terminated effective upon the Closing, such Companies Employee will execute and Sellers shall reasonably cooperate deliver to the Purchaser a separation and release agreement in connection therewith. Effective as form satisfactory to the Purchaser (each, a “Separation Agreement”), and the Purchaser will pay, or cause to be paid (including out of the Closingassets of the Companies), to such Companies Employee such severance benefits as such Companies Employee is entitled to receive under such Companies Employee’s Separation Agreement (the “Companies Employees Severance Obligations”). During the Pre-Closing Period, the Purchaser will reasonably coordinate with the Sellers concerning its process of communicating with Companies Employees who will be offered positions with the Purchaser and those whose employment will be terminated, in each Transferred Employee previously employed by Sellers shall cease to be an employee case as described in the preceding sentence of each Sellers.this Section 5.6

Employee Matters. (a) At least 15 Business Days From and after the Closing Date, Parent shall honor all Employee Benefit Plans and Employment Agreements in accordance with their terms as in effect immediately before the Closing Date, unless such plans, agreements or arrangements were adopted, entered into or amended in violation of Section 6.4. For a period of one (1) year following the Closing Date, Parent shall provide, or to cause to be provided, to each current and former employee of the Company and its Subsidiaries (the “Company Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Employee under the applicable Employee Benefit Plan immediately before the Closing Date; provided that, except as may be required under any Employee Benefit Plan or Employment Agreement, such compensation and benefits shall not be more favorable than those provided to similarly situated employees of Parent; provided further, that, neither Parent nor any of its Subsidiaries shall have any obligation under this Section 6.14(a) to issue, or adopt any plans or arrangements providing for either (i) the issuance of, shares of share capital, warrants, options, stock appreciation rights or other rights in respect of any shares of share capital of any entity, including Quiver Inc., or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements (collectively, “Equity Plans”), or (ii) amounts payable pursuant to any compensatory plan or arrangement established or maintained by any entity other than the Company and its Subsidiaries, including Quiver Inc.; provided, further, that no such Equity Plans or compensatory plans or arrangements. shall be taken into account in determining whether employee benefits are no less favorable in the aggregate. For a period of one (1) year following the Closing Date, Parent shall provide, or to cause to be provided, to each Company Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of the Company or its Subsidiaries, as applicable, as in effect immediately prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days prior Buyer shall, or Buyer shall cause one of its Affiliates to, extend offers of employment to the Closing Date, Purchaser shall extend to each Business Employee Seller’s employees set forth on Schedule 6.3(a7.3(a)(i) (the “Scheduled Target Employees”) and Schedule 7.3(a)(ii) (the “Key Employees”) (which Schedule 6.3(a) Purchaser shall provide and such offers to Sellers by Target Employees and Key Employees, the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer OfferOffers”) and that, if accepted, shall become effective immediately on the Closing Date. Seller and the officers of Seller shall use reasonable endeavors to encourage Target Employees and Key Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees and Key Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target Employee or Key Employee by Seller as of the date hereof and incentive compensation opportunity which shall be at least commensurate with the terms of employment of a similarly situated employee currently employed by Buyer. The Transfer Offers shall include such Target Employee’s or Key Employee’s share of the retention incentive program, which shall include base salary increases, sign-on bonuses, performance bonuses, 401(k) contributions and/or other benefits (the “Retention Plan”), to be established by Buyer in its sole discretion and paid to Transferred Employees following the Closing. Business The Retention Plan shall have an aggregate value of no less than $6,000,000; provided, that this amount may be reduced by Buyer in an amount substantially consistent with the amounts discussed by Buyer and Seller for each Target Employee and each Key Employee who does not accept a Transfer Offer. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee or Key Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Target Employees or Key Employees who accept such Transfer Offers and begin commence employment with Purchaser as Buyer or an Affiliate of the Closing Date Buyer pursuant to a Transfer Offer shall be collectively referred to herein as “Transferred Employees.” Nothing herein in this Section 7.3 or elsewhere in this Agreement shall be construed as to create a representation right in any Target Employee or guarantee by Key Employee, or in any Seller other employee of Seller, to employment with Buyer or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewithBuyer. Effective as of the Closing, each (i) all compensation, including base salary or wages, commissions, bonuses and benefits payable by Seller to or on behalf of the Transferred Employee previously employed by Sellers Employees for services performed on or prior to the Closing, shall be vested and paid or otherwise discharged in full and (ii) the Transferred Employees shall cease to be an employee all active participation in and accrual of each Sellersbenefits under the Employee Plans.

Employee Matters. For a period of not less than one year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries on the Closing Date (aan "Employee"), while employed by the Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (other than equity based compensation, benefits and opportunities) At least 15 Business Days which are substantially comparable in the aggregate to those provided to such Employees as of the date of this Agreement. Nothing contained in this Section 5.08 shall be deemed to grant any such Employee any right to continued employment after the Closing Date. Each such Employee shall receive credit for purposes of eligibility and vesting (but not for the purposes of determining the amount of any benefits with respect to any employee benefit plan established after the Closing Date) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or its subsidiaries under which each Employee may be eligible to participate on or after the Closing Date to the same extent recognized by the Company or any of the Subsidiaries under comparable plans immediately prior to the Closing Date; provided, Purchaser however, that such crediting of service shall extend not operate to each Business Employee set forth on Schedule 6.3(a) (duplicate any benefit or the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of Surviving Corporation after the Closing Date (each a "Surviving Corporation Welfare Benefit Plan") shall be collectively referred waived, to herein as “Transferred the extent it would have been waived under the corresponding Employee Plan for the Employees (other than pre-existing conditions that are already in effect with respect to the Employees.” Nothing herein , to the extent permitted by Law). Subject to the preceding sentence, nothing in this Agreement shall be construed interpreted as a representation limiting the power of the Surviving Corporation to amend or guarantee by terminate any Seller particular Surviving Corporation Welfare Benefit Plan or any of their respective Affiliates that any other particular employee benefit plan, program, agreement or all Scheduled Employees employed by Sellers will accept the Transfer Offerpolicy, or that as requiring the Surviving Corporation to offer to continue the employment of any Transferred Employee will continue in employment with Purchaser following employee of the Closing Company or its Subsidiaries for any period of time. Purchaser time or to offer to continue (other than as required by its written terms) any Employee Plan; provided, however, that the Surviving Corporation shall notify Sellers in a reasonable timeframe prior to the Closing Date comply with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate Contracts with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as employees of the Closing, each Transferred Employee previously employed by Sellers shall cease Company disclosed on the Company Disclosure Schedule pursuant to be an employee of each SellersSection 3.18(b) hereof.

Employee Matters. (a) At (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date; (ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least 15 fifteen (15) Business Days prior to the completion of individual elements of Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre- employment screening processes, including with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the Post-Closing Employer; provided that with respect to any Business Employee who, as of the Closing Date, Purchaser is not active and is receiving wage replacement benefits (except as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the leasing period. Buyer shall cause each Business Employee set forth to complete a USCIS Form I-9 at the time of employment with Post-Closing Employer. (b) Commencing on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by Closing Date and continuing through the date that is 15 days twenty-four (24) months following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as (the “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsContinuation Period”), and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.subject to

Employee Matters. (a) At The Buyer agrees to offer, in writing, employment, commencing as of 12:01 a.m. on the Initial Closing Date, for a period of at least 15 Business Days twelve (12) months (the "Minimum Employment Period") from such date, to all employees of NAESCO who are represented by the Local and who were employed in represented positions in the operation of the Acquired Assets at any time during the three-month period prior to the Closing DateInitial Closing, Purchaser shall extend to each Business Employee as set forth on in Schedule 6.3(a5.7(a) (the “Scheduled "Represented Plant Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written "). Those employees who accept, in writing, such offer of employment reviewed by Sellers, and which Sellers have had an opportunity are hereinafter referred to comment on, providing for a position that is materially as the same as "Represented Employees." All such employee’s position immediately prior to the Closing (including level of responsibility, primary location offers of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or made in accordance with all Scheduled Employees employed by Sellers will accept applicable Laws and regulations and the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewithCollective Bargaining Agreement. Effective as of the ClosingInitial Closing Date, each Transferred Employee previously employed the Buyer shall agree to be bound by the terms of the Collective Bargaining Agreement with respect to the Represented Employees as if the Buyer were the Seller for purposes of such Collective Bargaining Agreement, and to thereafter comply with all applicable obligations thereunder, subject to the changes negotiated with and acceptable to the Local. The Buyer shall take, or cause to be taken, all actions, or do, or cause to be done, all things necessary, proper or advisable with respect to the Collective Bargaining Agreement as the Sellers shall cease reasonably request, including becoming a party to be an employee the Collective Bargaining Agreement for the duration of each Sellersits term as it relates to the Represented Employees, and the Buyer shall comply with all applicable obligations under the Collective Bargaining Agreement.

Employee Matters. The parties acknowledge and agree that it is their intention and belief that by virtue of the transactions anticipated hereunder, pursuant to the Transfer Regulations (aEuropean Communities (Protection of Employees on Transfer of Undertakings) At least 15 Regulations, 2003) and applicable laws (the applicable law governing transfer of employees in UK, Holland, Germany, France and other European countries), the contracts of employment between the Seller and the Business Days Employees who accept Offer Letters from Buyer shall have effect on and after Closing as if originally made between the Buyer and the Employees. Accordingly, as and from Closing, the Buyer shall continue the employment of such Business Employees on the terms and conditions of employment which applied to such Business Employees prior to Closing. Seller shall indemnify Buyer against any costs, claims, liabilities and expenses in relation to the employment of the Business Employees during the period up to Closing. Buyer shall indemnify Seller against any costs, claims, liabilities and expenses in relation to the employment, or termination of employment, of the Business Employees accepting Offer Letters from the Buyer as and from Closing. Each of Seller and Buyer shall comply with its obligations under Regulation 8 of the Transfer Regulations and applicable laws and shall indemnify the other in respect of any breach of such Regulations and applicable laws. The Buyer ensures that where Business Employees are governed by US employment contracts those Business Employees will be offered terms and conditions no less favourable than those in existence. Exhibits Prior to the Closing Date and subject to Buyer receiving evidence that each such employee has a legal right to work in his or her country of current employment, each Key Employee and other Business Employees shall be given an Offer Letter by Buyer or an affiliate of Buyer. Such Offer Letters will, in addition to the terms identified above, provide that the offers of employment will be conditional on the completion of the transactions contemplated by this Agreement and that such offers of employment will be effective as of the Closing Date. Other than as required by applicable law or as set forth above, Buyer shall not be obligated to recognize or give credit for service or deemed service of the Offered Employees prior to the Closing Date. The Seller Group agrees to administer the accrued benefits under the Employee Plans in respect of the Continuing Employees materially in accordance with (i) the terms thereof, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a(ii) (all applicable laws, including, without limiting the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by generality of the date that is 15 days following foregoing, the date hereof applicable pension and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellerstax legislation, and which Sellers have had an opportunity to comment on, providing for a position that is materially (iii) the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as administrative practices of the Closing Date shall be collectively referred to herein as “Transferred Employeesapplicable pension regulator and tax authorities.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days prior For a period of one year after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) provide base cash compensation to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (employees of the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by Company and its Subsidiaries who are employees of the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer Company or any of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position its Subsidiaries immediately prior to the Closing Effective Time (the “Continuing Employees”) that is no less favorable than the base cash compensation in effect immediately prior to the Effective Time, and (ii) (x) provide employee benefit plans and arrangements and paid time off accrual (including level bonus and incentive opportunities (but excluding equity-based compensation) to Continuing Employees that are substantially comparable to those provided to similarly situated employees of responsibilityParent and (y) consider Continuing Employees for equity-based compensation grants at the same time and levels as similarly situated employees of Parent; provided, primary location that (1) in no event shall any Continuing Employee be eligible to participate in any closed or frozen plan of employment Parent or any of its Subsidiaries; (2) Continuing Employees shall be eligible to participate in the Parent 401(k) Plan as soon as administratively feasible after the Closing Date; and authority(3) on until such time as Parent shall cause the terms set forth Continuing Employees to participate in the employee benefit plans and arrangements that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), a Continuing Employee’s continued participation in the employee benefit plans and arrangements of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans and arrangements may commence at different times with respect to each Parent plan and arrangement). Nothing in this Section 6.3 (“Transfer Offer”5.05(a) and thatis intended to or shall create any right in any employee, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as consultant or contractor of the Closing Date shall be collectively referred Company to herein as “Transferred Employees.” Nothing herein shall be construed as a representation continued employment by or guarantee by service to Parent, the Company, the Sub, or, in each case, any Seller affiliate or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer OfferSubsidiary thereof, or that limit the ability of Parent, the Company, the Sub, or, in each case, any Transferred Employee will continue in affiliate or Subsidiary thereof, to terminate the employment with Purchaser following or service of any employee, consultant or contractor of the Closing Company for any period reason. For the avoidance of time. Purchaser doubt, notwithstanding the provisions of this Section 5.05(a), Parent shall notify Sellers in a reasonable timeframe prior or shall cause its appropriate Subsidiary to honor the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective Continuing Employee’s accrued paid time off as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days prior Effective as of the Closing, the Acquirors shall offer to employ on an at-will basis each of the primary-care business unit field sales force and management personnel and internal Elan personnel dedicated to the Closing DateBusinesses, Purchaser shall extend to in each Business Employee case as set forth on Schedule 6.3(a8.10 of the Elan Disclosure Sched- ule (collectively, the "Employees") (who is actively employed as of the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by SellersClosing, and which Sellers have had an opportunity to comment on, providing for a position that is materially in each case with substantially the same as responsibilities and duties and at a total base salary plus target bonus opportunity or hourly rate not less than the total base salary plus target bonus opportunity or hourly rate then applicable to such employee’s position Employee immediately prior to the Closing (including level Closing, with such employment to commence as of responsibility, primary location the Closing. Such offers of employment shall be delivered to applicable Employees prior to the Closing. For purposes of this Section 8.10(a), an Employee will be treated as "actively employed" if as of the Closing such person is actively at work, or on vacation, holiday, jury duty, military leave, sick leave (not including short-term or long-term disability) or bereavement leave. In addition, each Employee who as of the Closing is not actively employed but is on an approved leave of absence (other than long-term disability), and authority) who within 120 days following the Closing presents himself or herself to the Acquirors as ready to commence active employment with the Acquirors, shall at such time also be offered employment on an at-will basis on the terms set forth in this Section 6.3 above. The Acquirors shall not be required to offer to employ any Employee who (“Transfer Offer”i) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser is on long-term disability as of the Closing Date shall be collectively referred or (ii) is on short-term disability as of the Closing and goes on long-term disability prior to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in returning to active employment with Purchaser following the Closing for any period Elan Companies. Except as specifically provided in this Section 8.10(a), Acquirors shall determine in their sole discretion the terms and conditions of time. Purchaser shall notify Sellers in a reasonable timeframe prior employment to the Closing Date with respect be offered to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewithEmployees. Effective as of the Closing, the Elan Companies shall terminate the employment of each Transferred Employee previously who receives an offer of employment from the Acquirors in accordance with this Section 8.10(a). Each Employee who becomes employed by Sellers shall cease the Acquirors is herein referred to be an employee of each Sellersas a "Hired Employee".

Employee Matters. (a) At least 15 Business Days Tyler shall assume, honor and fulfill all of NIC Plans and other compensatory Contracts in accordance with their terms as in effect immediately prior to the Closing Datedate hereof or as subsequently amended or terminated as permitted pursuant to the terms of such NIC Plans (or compensatory Contracts) and this Agreement. (b) Effective as of the Effective Time and through December 31, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser 2021, Tyler shall provide to Sellers each employee of NIC or a NIC Subsidiary who continues to be employed by the date that is 15 days Tyler or any Subsidiary thereof following the date hereof Closing (each, a “Continuing Employee”), (i) base salary or wage rate, bonus and which Schedule 6.3(aother cash incentive compensation opportunities that are no less favorable than the base salary or wage rate, bonus and other cash incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) shall include at least 900 Business Employeesequity incentive awards with a target value no less favorable than the target value of the equity incentive awards provided to such Continuing Employee immediately prior to the Closing, (iii) a written offer of employment reviewed by Sellersemployee benefits (including severance and health and welfare benefits, and which Sellers have had an opportunity but excluding defined benefit pension plan benefits) that are, in the aggregate, no less favorable to comment on, providing such Continuing Employee than those in effect for a position that is materially the same as such employee’s position Continuing Employee immediately prior to the Closing and (iv) retirement benefits that are, in the aggregate, no less favorable to such Continuing Employee than those in effect for such Continuing Employee immediately prior to the Closing. (c) For all purposes (including purposes of vesting, eligibility to participate and level of responsibilitybenefits, primary location but expressly not for the purpose of employment and authority) on extending the terms period set forth in this Section 6.3 6.11(b) or the items covered therein) under the employee benefit plans of Tyler and its Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “Transfer OfferNew Plans”) ), each Continuing Employee shall, subject to applicable law and thatapplicable tax qualification requirements, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers be credited with his or her years of service with NIC and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of its Subsidiaries and their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept predecessors before the Transfer OfferEffective Time, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each same extent as such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsContinuing Employee was entitled, and Sellers shall reasonably cooperate with Purchaserbefore the Effective Time, to effect the timely employment by Purchaser credit for such service under any similar NIC Plan in which such Continuing Employee participated or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease was eligible to be an employee of each Sellers.participate

Employee Matters. Buyer shall offer employment to all employees of Seller listed on Schedule 3.4.8, (a) At least 15 the "Transferred Employees"). On the date hereof, Buyer shall have the right, but not the obligation, to hire each of the other employees of the Business Days including those employees on short term disability or workers' compensation leave who are released to return to work by November 1, 1998 (the "Other Employees"). The total compensation contained in the offer of employment to such Transferred Employees shall be substantially equivalent to the total compensation provided by Seller to such employees immediately prior to the Closing Datedate hereof. Except as provided in Section 3.4.8, Purchaser Buyer, in its sole discretion, shall extend determine the period of employment for each Transferred Employee and the Other Employees hired by Buyer and the parties acknowledge that as of the date hereof the Transferred Employees and the Other Employees shall cease to each Business Employee set forth be employees of Seller. Buyer shall be responsible for all claims, causes of action, judgments, damages including reasonable attorney fees, penalties and liabilities including severance payments, if any (other than the severance obligations contained in the agreements listed on Schedule 6.3(a) (2.6.2), arising out of, resulting from or related to the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by employment, offer of employment or termination of the Transferred Employees and the Other Employees after the date that is 15 days following hereof, and Buyer shall indemnify and hold Seller harmless from and against any such claims, including without limitation, "WARN" Act claims, claims of constructive termination or otherwise arising from the transactions contemplated by this Agreement. Buyer shall not be responsible for any claims or liabilities arising out of, resulting from or related to Seller's employment of the Transferred Employees or the Other Employees prior to the date hereof and which Schedule 6.3(a) Seller shall include at least 900 Business Employees) a written offer of employment reviewed by Sellersindemnify and hold Buyer harmless from and against any such claims. Notwithstanding the foregoing, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level extent that any employees of responsibility, primary location of employment and authority) the Business who are on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser short term disability or workers' compensation leave as of the Closing Date date hereof do not return to work due to circumstances beyond the control of Buyer by November 1, 1998, Seller shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee indemnify and hold Buyer harmless for all costs and expenses incurred by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer OfferBuyer after November 1, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date 1998 with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersemployees.

Employee Matters. (a) At (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the Closing Date;(ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least 15 fifteen (15) Business Days prior to the completion of individual elements of the Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing DateOffer to any of the remaining TSA Support Employees, Purchaser which shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include be issued at least 900 fifteen (15) Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately Days prior to the completion of individual elements of the Transition Services Agreement. Each such Post-Closing (Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-employment screening processes, including level with respect to any applicable background checks and drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of responsibility, primary location of Buyer and its Affiliates. Seller and its Affiliates shall not interfere with any such employment offer or negotiations by Xxxxx and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with Purchaser the Post-Closing Employer; provided that with respect to any Business Employee who, as of the Closing Date shall be collectively referred to herein Date, is not active and is receiving wage replacement benefits (except as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue provided in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date Section 5.6(s) with respect to whether each workers’ compensation benefits), such offer has been accepted or rejectedof employment shall be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. Purchaser shall carry out all necessary actionsTo the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and Sellers such employees are paid severance by Seller, Buyer shall reasonably cooperate reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with PurchaserSeller and its Affiliates for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to effect facilitate administration of the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the ClosingTransition Services Agreement with respect to post-Closing services, if any, and Sellers lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall reasonably cooperate in connection therewith. Effective as refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the Closing, leasing period. Buyer shall cause each Transferred Business Employee previously employed by Sellers shall cease to be an employee complete a USCIS Form I-9 at the time of each Sellersemployment with Post-Closing Employer.

Employee Matters. 73. No later than ten (a10) At least 15 Business Days days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser Seller shall provide to Sellers by Purchaser an updated, current copy of Schedule 1.01(a) and the date that is 15 days following Business Employee Information which information shall be considered to be final as of the date hereof and which Schedule 6.3(aClosing Date for all purposes under this Section 7.07. Prior to the Closing Date, Purchaser shall, or shall cause any applicable Affiliates or its designee to make offers of employment (each, an “Employment Offer”) shall include at least 900 to each of the Business Employees, including employees hired after the Effective Date who otherwise meet the definition of Business Employee. Each such Employment Offer shall be (i) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially having comparable job duties and the same primary work location as such employee’s position held by the applicable Business Employee as of immediately prior to the Closing Date, and (including level of responsibility, primary location of ii) for employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective commencing immediately following the ClosingClosing and shall advise the recipient that by accepting the offer and commencing employment, he or she is agreeing that his or her personnel records will be transferred to the employing entity. The Business Employees who timely accept the terms and conditions of such Transfer Employment Offer and who are employed by Purchaser or any of its Affiliates or its designee in accordance with such Employment Offers are hereinafter referred to as the “Continuing Employees.” Prior to the Closing Date, Purchaser may, or may cause any applicable Affiliates or its designee, to make offers of employment, in its sole and begin absolute discretion (and on terms and conditions which are determined in its sole and absolute discretion) and with the prior written consent of Seller, to other employees or service providers of Seller who are involved in the Business; Purchaser shall not, and shall cause its Affiliates or designee not to, directly or indirectly, solicit for employment any such other employee or service providers of Seller absent the prior written consent of Seller. Any such other employee or service provider of Seller who accepts the terms and conditions of such offer of employment, and who is employed by Purchaser or any of its Affiliates or its designee in accordance with such offer, is hereinafter referred to as an “Optional Employee.” Seller shall release each Continuing Employee and each Optional Employee from any confidentiality agreement or other agreement solely as it applies to Purchaser and solely with respect to matters relating to the Business, any Holdco, any Project Company, or the sale of the Facilities that may interfere with such Continuing Employee’s or Optional Employee’s employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employeesor such Affiliate or designee.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 The Sellers shall promptly update the list of Employees made available to Purchaser pursuant to Section 5.14(a) and Section 5.14(a) of the Seller Disclosure Schedule to reflect any and all employment or service hirings or terminations occurring prior to the Closing Date, with the final such update to occur no later than five (5) Business Days prior to the Closing Date (it being understood that the Sellers will inform Purchaser in writing of the termination of employment or services of an Employee or Service Provider following the date hereof). In addition, the Sellers shall provide Purchaser no later than five (5) Business Days following the Closing Date a true, correct and complete list of any and all employment losses (within the meaning of the WARN Act) incurred at the Company during the ninety (90) day period prior to and including the Closing Date. (b) The Sellers shall provide Purchaser, upon execution of this Agreement, with access to the Employees at times and in a manner reasonably acceptable to the Seller, and with information reasonably requested by Purchaser with respect to compensation and benefits of the Employees. Purchaser or one of its Affiliates shall extend offer employment to each Business Employee set forth on Schedule 6.3(a) the employees of the Sellers as it shall determine in its sole discretion (the “Scheduled Offered Employees”). All Offered Employees who (A) accept the offer of employment from Purchaser or one of its Affiliates and (which Schedule 6.3(aB) commence employment with Purchaser or one of its Affiliates as of immediately following the Closing shall provide be referred to Sellers herein as the “Transferred Employees.” Unless a written acceptance of an offer of employment is required by applicable Law, an Offered Employee who is actively at work with Purchaser or one of its Affiliates as of the Closing Date and continues employment shall be deemed to have accepted the offer of employment from Purchaser or one of its Affiliates, unless such Offered Employee specifically declines such offer of employment. (c) The employment of each Transferred Employee with Purchaser or one of its Affiliates shall commence immediately upon the Closing and shall be deemed, for all purposes, consistent with applicable Law and except as otherwise expressly provided herein, to have occurred with no interruption or break in service and no termination of employment; provided, however, that any Inactive Employee shall not -73- be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, Purchaser and its Affiliates shall only be responsible for Liabilities relating to the Inactive Employee from and after the date such Inactive Employee becomes a Transferred Employee. The employment of any Inactive Employee with Purchaser or one of its Affiliates, as applicable, shall be effective upon his or her return to active work, provided that is 15 the Inactive Employee reports to work with Purchaser or one of its Affiliates, as applicable, within fifteen (15) days after the end of any such approved leave and, to the extent permitted by applicable Law, in no event later than one hundred twenty (120) days following the date hereof Closing Date, and, as of such date, such Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by Purchaser. (d) The Sellers shall terminate, or shall cause to be terminated, the employment of all Transferred Employees effective as of the Closing or, with respect to any Inactive Employee who becomes a Transferred Employee after the Closing Date in accordance with Section 8.11(c), upon their return to active work with Purchaser or one of its Affiliates, as applicable. Subject to, and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer effective as of, the Closing, the Sellers hereby waive and release each of the Transferred Employees from any and all contractual, common law or other restrictions enforceable by the Sellers and their respective Affiliates on the employment, activities or other conduct of such individuals after their termination of employment reviewed by Sellerswith the Sellers except with respect to obligations related to confidentiality and trade secrets. Prior to the Closing Date, and which to the extent necessary to implement this sentence, the Sellers have had an opportunity shall cause to comment on, providing for a position be taken all actions as may be reasonably required to amend any Employee Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that is materially the same as severance or separation payments shall not be payable to any Transferred Employee on account of such employee’s position termination of employment with the Sellers and its Affiliates. (e) Pursuant to the “Standard Procedure” provided in section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320, (i) Purchaser and the Sellers shall report on a predecessor/successor basis as set forth therein, (ii) the Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees for any tax period ending immediately prior to the Closing (Date and the tax year including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether the portion of such year that such Transferred Employee was employed by the Sellers and their Affiliates, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate Transferred Employee with Purchaser, respect to effect the timely employment portion of the year during which such Transferred Employees are employed by Purchaser or its applicable Affiliate that includes the Closing Date, excluding the portion of each such year that such Transferred Employee immediately following was employed by the Closing, Sellers and Sellers shall reasonably cooperate in connection therewiththeir Affiliates. (f) Effective as of the Closing, Purchaser or one of its Affiliates shall assume sponsorship of each of the Employee Benefit Plans listed on Section 8.11(f) of the Seller Disclosure Schedule (the “Transferred Benefit Plans”), and any trusts, -74- insurance policies or third-party administrator contracts related to the Transferred Benefit Plans shall be assigned to Purchaser or one of its Affiliates effective as of the Closing. (g) Purchaser shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred on or after the Closing Date. The Sellers shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred prior to the Closing Date. (h) With respect to any accrued but unused vacation or paid time-off benefits (“Accrued PTO”) to which any Transferred Employee previously employed is entitled pursuant to the vacation policy or other arrangement applicable to such Transferred Employee immediately prior to the Closing as reflected in the list of Employees made available to Purchaser pursuant to Section 5.14(a), Purchaser shall, or shall cause its Affiliate to, either (A) allow such Transferred Employee to use such Accrued PTO or (B) to the extent permitted by applicable Law, pay or cause Seller to pay any or all of the value of such Accrued PTO to such Transferred Employee in cash. (i) Nothing herein, express or implied, shall confer upon any other Persons (including any current or former employee of the Seller, Purchaser or any of their respective Affiliates) any rights or remedies hereunder, including any right to employment or continued employment for any specified period or continued participation in any Employee Benefit Plan or other benefit plan, or any nature or kind whatsoever under or by reason of this Agreement. Nothing herein restricts or precludes the right of Purchaser to terminate the employment of any Transferred Employee. Purchaser and the Sellers shall cease agree that the provisions contained herein are not intended to be an employee for the benefit of each Sellers.or otherwise be enforceable by, any third party, including any current or former Employee or Service Provider. 8.12

Employee Matters. Each person who shall continue as an employee of Parent, the Acquisition Sub or the Company after the Closing shall, after the Closing, be an xx­xxxx employee of Parent, the Acquisition Sub or the Company to the extent permitted by applicable Law (a “Continuing Employee”); provided that each employee employed in the United States shall provide proof of the right to work in the United States as required by law. Following the Closing, each Continuing Employee shall be eligible to receive benefits (at Parent’s discretion) either: (a) At least 15 Business Days under the Employee Plans as provided to such employee immediately prior to the Closing, or (b) consistent with Parent’s employment policies (which have been previously disclosed to the Company) or (c) a combination of clauses (a) and (b). Except with respect to paid time off benefits, each Continuing Employee who becomes eligible to participate in a Parent benefit plan shall be given credit, for the purpose of any service requirements for participation eligibility, or vesting, for his or her period of continuous coverage under comparable Company benefit plans prior to the Closing Dateto the extent permitted by Parent’s benefit programs and consistent with Parent’s employee benefit plans. No Continuing Employee, Purchaser or any or his or her eligible dependents, who, at the Closing, are participating in a Company group health plan and who becomes eligible for coverage in a Parent group health plan shall extend be excluded from such Parent group plan, or limited in coverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent’s employee benefit plans and the insurance carrier or provider. The terms and provisions of this Section are intended solely for the benefit of each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof party hereto and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellerstheir respective successors or permitted assigns, and which Sellers have had an opportunity it is not the intention of the parties to comment onconfer third­party beneficiary rights, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closingdoes not confer any such rights upon any Continuing Employee. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation to prohibit Parent from amending or guarantee by terminating any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept Employee Plans in accordance with the Transfer Offer, or that any Transferred Employee will continue in employment terms thereof and with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersLaw.

Employee Matters. (a) At least 15 Business Days prior First Banks shall provide the benefits described in this Section 5.04 with respect to each person who remains an employee of Coast or a Coast Subsidiary following the Closing DateDate (each a “Continued Employee”). Subject to First Banks’ ongoing right to adopt subsequent amendments or modifications of any plan referred to in this Section 5.04 or to terminate any such plan, Purchaser in First Banks’ sole discretion, each Continued Employee shall extend be entitled, as a new employee of a subsidiary of First Banks, to each Business Employee set forth on Schedule 6.3(aparticipate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs as may be in effect generally for employees of all of First Banks’ subsidiaries (the “Scheduled EmployeesFirst Banks Plans”) (), if and as a Continued Employee shall be eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a similar plan which Schedule 6.3(a) Purchaser is maintained by Coast after the Effective Time. Coast employees shall provide participate therein on the same basis as similarly situated employees of other subsidiaries of First Banks. All such participation shall be subject to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer terms of employment reviewed by Sellerssuch plans as may be in effect from time to time, and this Section 5.04 shall not give Continued Employees any rights or privileges superior to those of other employees of subsidiaries of First Banks. First Banks may terminate or modify all Employee Plans, and First Banks’ obligation under this Section 5.04 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, First Banks shall credit each Continued Employee with his or her term of service with Coast, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any First Banks Plan in which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth Continued Employees may participate. Nothing in this Section 6.3 (“Transfer Offer”) and thatAgreement shall obligate First Banks, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller Coast or any of their respective Affiliates that other entity to employ any person or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that to continue to employ any Transferred Employee will continue in employment with Purchaser following the Closing person for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Purchaser will have reasonable access to the facilities of the Company for the purpose of conducting employment interviews with the individuals designated as the “Business Days Employees” and “Retained Employee” on Section 5.6(a) of the Seller Disclosure Schedule and will conduct the interviews as expeditiously as possible prior to Closing. Purchaser shall make offers of employment with Purchaser or one of its Affiliates, contingent on the Closing, to the Business Employees, in its sole discretion. Purchaser shall inform Seller of the identities of those Business Employees to whom Purchaser will not make an offer of employment. Unless and until Purchaser has informed Seller in writing that a particular Business Employee will not receive any employment offer from Purchaser, neither Seller nor any of its Affiliates shall (i) terminate the employment of any Business Employee except for cause, (ii) encourage or facilitate the voluntary termination of employment by any Business Employee or (iii) solicit, encourage or facilitate the continued employment of any Business Employee in a manner that could have the effect of discouraging such Business Employee from accepting employment by Purchaser. In the event that the Retained Employee’s or a Business Employee’s employment is terminated by such Retained Employee or Business Employee or Seller or any of its Affiliates prior to Closing, then Seller shall, or shall cause its Affiliates to, enforce the covenants set forth in any employment agreement or similar agreement to which such terminated Retained Employee or Business Employee is a party to as of the date hereof. Each such Business Employee who (w) accepts Purchaser’s offer, (x) voluntarily terminates his or her employment with the Seller, the Company or the applicable Affiliate thereof that employs him or her, if requested by Purchaser, (y) executes and delivers either a confidentiality and non-solicitation agreement or an employment agreement, in either case, if required by Purchaser, and (z) actually performs services for Purchaser or one of its Affiliates on the first business day following the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred deemed to herein as be a “Transferred EmployeesHired Business Employee.” Nothing herein Seller shall be construed as a representation or guarantee by any responsible for all employment-related obligations with respect to all employees of Seller or any of their respective its Affiliates that any or other than the Retained Employee and a Hired Business Employee, provided, however, Seller shall remain responsible for all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred employment-related obligations to a Hired Business Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date extent such obligations arise with respect to whether each a termination of such offer has been accepted Hired Business Employee of employment with Seller or rejectedany of its Affiliates. Purchaser For the avoidance of doubt, under no circumstances shall carry out all necessary actions, any employee of Seller or any of its Affiliates (other than the Retained Employee and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to a Hired Business Employee) be considered an employee of each SellersPurchaser for any purpose, and Purchaser shall have no Liability whatsoever with respect to any employees of Seller or any of its Affiliates (other than the Retained Employee and a Hired Business Employee).

Employee Matters. Prior to the Closing Date, Xxxxxx'x shall extend offers of employment to all Property Employees. All Property Employees who accept Xxxxxx'x offer of employment shall commence employment with Xxxxxx'x effective as of the Closing Date and are hereinafter referred to as the "Transferred Employees." Coast shall terminate the employment of the Property Employees, other than the Reserved Employees, and shall transfer the Reserved Employees, immediately prior to the Closing and shall cooperate with and use its commercially reasonable efforts to assist Xxxxxx'x in its efforts to secure satisfactory employment arrangements with the Transferred Employees, including, without limitation, opportunities to address employees and discuss such arrangements (ato the extent permitted by Law). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, for a period of at least one (1) At year immediately following the Closing Date (or such lesser time as a Transferred Employee shall be employed), Xxxxxx'x shall provide the Transferred Employees who are employed at the Barbary Coast during such period with base compensation, bonus opportunity and annual and long-term incentive compensation that are in the aggregate no less favorable than those which the Transferred Employees were provided by Coast or its Affiliates immediately prior to the Closing. In addition, if, during such one (1) year period (or such lesser time as a Transferred Employee shall be employed) any Transferred Employee is employed by Xxxxxx'x or a Xxxxxx'x Affiliate, but not at the Barbary Coast, Xxxxxx'x shall ensure that, during such period, the Transferred Employee is provided with compensation and benefits that are comparable to those provided to similarly- situated employees of Xxxxxx'x (or its applicable Affiliate). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, for a period of at least 15 Business Days one (1) year immediately following the Closing Date (or such lesser time as a Transferred Employee shall be employed), Xxxxxx'x shall, pursuant to plans and arrangements established or maintained by Xxxxxx'x (the "Xxxxxx'x Benefit Plans"), provide the Transferred Employees who are employed at the Barbary Coast during such period with pension, health and welfare benefits which are no less favorable than those which the Transferred Employees were provided under the Coast Benefit Plans immediately prior to the Closing or which Coast provides to its comparably situated employees. In addition, if, during such one (1) year period (or such lesser time as a Transferred Employee shall be employed) any Transferred Employee is employed by Xxxxxx'x or a Xxxxxx'x Affiliate, but not at the Barbary Coast, Xxxxxx'x shall ensure that, during such period, the Transferred Employee is provided with pension, health and welfare benefits that are comparable to those provided to similarly- situated employees of Xxxxxx'x (or its applicable Affiliate). Xxxxxx'x shall cause the Xxxxxx'x Benefit Plans to treat employment with any of Coast or its Affiliates prior to the Closing the same as employment with any of Xxxxxx'x and its Affiliates from and after the Closing Date for purposes of eligibility and vesting, but not for benefit accrual, under the Xxxxxx'x Benefit Plans. Effective immediately after the Closing, Xxxxxx'x shall cause the Transferred Employees to be covered by one or more medical benefit plans ("Xxxxxx'x Medical Plans"). Xxxxxx'x Medical Plans shall not contain any "pre-existing conditions" exclusions or limitations or "actively at work" requirements which would cause any of the Transferred Employees or their dependents to be excluded from Xxxxxx'x Medical Plans immediately after the Closing to the extent they were not excluded by Coast's medical benefit plans. The parties shall work together in determining the credit for year to date out of pocket expenses incurred by the Transferred Employees prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the ClosingClosing Date, Xxxxxx'x shall establish or designate a defined contribution retirement plan which is qualified or eligible for qualification under Section 401(a) of the Code ("Xxxxxx'x 401(k) Plan") and which is substantially similar to the Coast 401(k) plan ("Coast's 401(k) Plan"). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, each Transferred Employee previously employed by Sellers who satisfies the eligibility requirements of Coast's 401(k) Plan shall cease become eligible to be an participate in Xxxxxx'x 401(k) Plan on the date such Transferred Employee becomes and employee of each Sellers.Xxxxxx'x and shall be credited with eligibility service and vesting service for all periods of service with Coast or any other entity if so credited with such service under Coast's 401(k)

Employee Matters. (a) At least 15 Purchaser shall make an offer of employment commencing as of the Closing Date to each Employee of Sellers (other than those Employees set forth on Schedule 7.1(a)(i)) who is employed in connection with the Business Days (including any such employee who is absent due to vacation, holiday, illness, leave of absence or disability) (each a “Business Employee”) (i) in the same or substantially similar job or position and location as in effect immediately prior to the Closing Date, (ii) at a salary or wage level and bonus opportunity reasonably comparable to the salary or wage level and bonus opportunity to which they were entitled immediately prior to the Closing Date and (iii) with benefits and other terms and conditions of employment that are reasonably comparable to the benefits and other terms and conditions received by comparable employees of Purchaser (excluding any equity-based compensation plans). Each such Business Employee who accepts such an offer of employment and signs a restrictive covenant agreement in substantially the form heretofore provided to Sellers by Purchaser shall extend become an employee of Purchaser on the Closing Date and is referred to as a “Transferred Employee.” If any Transferred Employee is subsequently terminated by Purchaser within the six (6) month period after the Closing Date, then 42 Purchaser shall make severance payments to such Transferred Employee in an amount that is not less than the amount of severance that such Transferred Employee would have been entitled to receive from Sellers (if such Transferred Employee had been terminated by Sellers as of the Closing Date); provided, however, that with respect to each Business Employee set forth on Schedule 6.3(a7.1(a)(ii) (the “Scheduled Specified Employees”) ), the Sellers shall remain liable (which Schedule 6.3(a) and the Purchaser shall provide not be liable) for the severance obligations owed to Sellers by such Specified Employees in the date event that is 15 the Purchaser terminates any of such Specified Employees within sixty (60) days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred EmployeesDate.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days prior to Buyer shall determine and provide terms and conditions of employment for each Employee from and after the Closing Date, Purchaser shall extend to each Business Employee . Notwithstanding anything set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior below or in this Agreement to the Closing contrary: (including level of responsibility, primary location of employment and authorityi) nothing in this Agreement shall create any obligation on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately part of Buyer or the Company to hire any Employee or continue the employment of any Employee for any definite period following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of , (ii) nothing in this Agreement shall preclude Buyer or the Closing Date shall be collectively referred Company from changing or modifying the compensation paid to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller Employee or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior other terms and conditions relating to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately Employees at any time following the Closing, and Sellers (iii) nothing in this Agreement shall reasonably cooperate preclude Buyer or the Company from altering, amending, or terminating any Buyer Plan, or the participation of any of its employees in connection therewithsuch plans, at any time following the Closing. Effective as of Notwithstanding anything contained herein to the contrary, Seller shall retain any liability under any Company Employment Agreement unless Buyer elects, at the Closing, each Transferred to hire an Employee previously employed by Sellers that is subject to an Employment Agreement. If Buyer elects not to hire an Employee that is subject to an Employment Agreement at the Closing and notwithstanding Section 6.16(a) hereof, Seller shall cease have the right to be hire such Employee; provided however, that if Buyer elects to hire an employee Employee subject to an Employment Agreement at any time before the expiration of each Sellersnine (9) months from the Closing, Buyer shall reimburse Seller for any amounts paid to such Employee as termination fees pursuant to the terms of any Employment Agreement.

Employee Matters. (a) At least 15 Business Days prior Buyer shall, or Buyer shall cause one of its Affiliates to, extend offers of employment to the Closing Date, Purchaser shall extend to each Business Employee Seller’s employees set forth on Schedule 6.3(a7.2(a) (the “Scheduled Target Employees”) (which Schedule 6.3(a) Purchaser shall provide and such offers to Sellers by Target Employees, the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer OfferOffers”) and that, if accepted, shall become effective immediately following on the Closing Date. Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than to what is paid to such Target Employee by Seller as of the date hereof and incentive compensation opportunity which shall be at least commensurate with the terms of employment of a similarly situated employee currently employed by Buyer. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Business Target Employees who accept such Transfer Offers and begin commence employment with Purchaser as Buyer or an Affiliate of the Closing Date Buyer pursuant to a Transfer Offer shall be collectively referred to herein as “Transferred Employees.” Nothing herein in this Section 7.2 or elsewhere in this Agreement shall be construed as to create a representation right in any Target Employee, or guarantee by in any Seller other employee of Seller, to employment with Buyer or any Affiliate of their respective Affiliates that any Buyer. All compensation, including base salary or all Scheduled Employees employed by Sellers will accept the Transfer Offerwages, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior unused Accrued PTO (except to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment extent assumed by Purchaser Buyer or its applicable Affiliate Affiliates), commissions, bonuses and benefits payable by Seller to or on behalf of each Transferred Employee immediately following for services performed on or prior to the Closing, shall be vested and Sellers shall reasonably cooperate paid or otherwise discharged in connection therewithfull by Seller. Effective as of the Closing, each the Transferred Employee previously employed by Sellers Employees shall cease to be an employee all active participation in and accrual of each Sellersbenefits under the Employee Plans.

Employee Matters. (a) At least 15 Business Days prior . Prior to the Closing Date, Purchaser Parent shall extend (contingent on the Closing) offer employment at the Surviving Corporation to each Business Employee the Key Employees and the Company Employees set forth on Schedule 6.3(a) 7.3(l), and, promptly following the Closing, Parent shall offer employment at the Surviving Corporation to substantially all Company Employees, which offers of employment shall be made on such terms and conditions as determined by Parent and subject to Parent’s standard new hire procedures, which, at Parent’s option, may include standard background checks and releases of claims against the Company and its Subsidiaries (such Company Employees that receive offers, the “Scheduled Offered Employees”) (which Schedule 6.3(a) Purchaser ), provided, that each such offer shall provide to Sellers by the date for (x) base compensation that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as no less favorable than such employeeOffered Employee’s position base compensation immediately prior to the Closing and (including level of responsibility, primary location y) a target cash incentive compensation that is no less favorable than such Offered Employee’s target cash incentive compensation immediately prior to the Closing. Each Company Employee who accepts Parent’s offer of employment and authoritypursuant to this Section 5.12 (the “Continuing Employees”) shall be entitled to participate in the employee benefit plans of Parent (each a “Parent Plan”) on the same terms set forth in this Section 6.3 (“Transfer Offer”) and thatconditions as similarly situated employees of Parent and its Subsidiaries. Effective as of, if acceptedand following, shall become effective immediately following the Closing. Business Employees who accept , Parent shall use commercially reasonable efforts to provide (or cause its applicable subsidiary or affiliate to use commercially reasonable efforts to provide) credit for each Continuing Employee’s length of service with the Company for all purposes of eligibility, vesting and vacation entitlement under each Parent Plan, but such Transfer Offers and begin employment with Purchaser as of the Closing Date shall prior service credit will not be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date required (i) with respect to whether each such offer has been accepted accrual of benefits under any defined benefit plan, (ii) to the extent that it results in a duplication of benefits, or rejected. Purchaser shall carry out all necessary actions(iii) with respect to the vesting of awards under Parent’s equity compensation plans, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersif any.

Employee Matters. (a) At least 15 Business Days prior Subject to the remainder of this Section 5.07(a), Buyer shall, on the Closing Date, Purchaser shall extend offer continued at-will employment, to each Business Employee set forth all employees of one or both of the Companies, on Schedule 6.3(athe same terms as they are currently employed by the Companies (or as otherwise provided in an Employment Agreement) (the “Scheduled Affected Employees”). Buyer shall, under all employee benefit plans (as such term is defined under Section 3(3) of ERISA) and all other employee-related agreements, programs, plans, arrangements and policies of Buyer (which Schedule 6.3(athe “Buyer’s Plans”), give each of the Affected Employees credit for purposes of eligibility, benefit accrual and vesting for all service with each Company (and credit for service credited by each Company), to the same extent as such service was credited for such purpose by each Company pursuant to each of the Benefit Plans, insofar as permitted under the terms of the applicable plans and applicable Law. The Buyer’s Plans (that are in existence or will be in existence no later than the Closing Date) Purchaser will provide each Affected Employee (and his or her beneficiaries and dependents), immediately upon the Closing Date, with coverage and benefits that are no less generous than those provided to the Affected Employees under the Benefit Plans. Buyer shall provide cause the Buyer’s Plans to Sellers by (i) waive all limitations as to preexisting conditions and waiting periods with respect to participation and coverage requirements that otherwise may be applicable to the date Affected Employees (and their beneficiaries and dependents) under any and all of the Buyer’s Plans that are welfare benefit plans (as such term is 15 days following the date hereof and which Schedule 6.3(adefined under Section 3(1) shall include at least 900 Business Employees) a written offer of employment reviewed by SellersERISA), and (ii) provide each Affected Employee (and his or her beneficiaries and dependents) with credit for any co-payments, deductibles or other “out-of-pocket” expenses paid pursuant to each Benefit Plan during the plan year of such Benefit Plan in which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employeesoccurs.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days On or prior to Closing, Buyer or one of its Affiliates shall offer to employ each of the Closing Employees listed on the updated Schedule 5.16 delivered to Buyer by Sellers and the Company pursuant to Section 8.8. Such employment shall be (i) effective as of the Effective Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a(ii) at a level of salary or hourly compensation (the “Scheduled Employees”as applicable) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following no less than the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer level of employment reviewed such compensation being paid to such Employees by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially Affiliate of the same as such employee’s position Company immediately prior to Closing, (iii) with bonus compensation that is reasonably comparable to the Closing bonus compensation being provided to such Employees by an Affiliate of the Company immediately prior to Closing, and (including level iv) with benefits that are reasonably comparable, in the aggregate, to the benefits being provided to such Employees by an Affiliate of responsibility, primary location of employment and authority) on the terms set forth Company immediately prior to Closing. Nothing in this Section 6.3 (“Transfer Offer”) 9.11 shall affect the right of Buyer and that, if accepted, shall become effective immediately its Affiliates to terminate the employment of or alter the employment terms of an Employee following the Closing. Business Following the Closing, the Employees who accept such Transfer Offers and begin employment with Purchaser shall be eligible, as of the Closing Date Effective Date, to participate in the applicable Employee Benefit Plans in which similarly situated employees of Buyer and its Affiliates participate, to the same extent as similarly situated employees of Buyer and its Affiliates; provided, however, that the foregoing shall be collectively referred in no event obligate the Company to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by continue the employment of such persons for any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser period following the Closing Date. With respect to each Buyer Employee Benefit Plan that is an “employee benefit plan,” as defined in ERISA, for any period purposes of time. Purchaser determining eligibility to participate, vesting, and entitlement to benefits (but not for purposes of benefit accrual), service with the Company shall notify Sellers be treated as service with Buyer to the extent permitted by Law; provided, however, that such service shall not be recognized to the extent that such recognition would result in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate duplication of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersbenefits.

Employee Matters. (a) At least 15 Business Days a. Within a reasonable period of time prior to the Closing DateClosing, Seller shall update Section 15(o)(ii) of the Seller Disclosure Letter to reflect (i) the addition of any additional employees of Seller or any of its Affiliates, if any, who provide services principally in or in support of the Business (each, an “Additional Business Employee”) and (ii) the removal of any employees listed as Business Employees on Section 15(o)(ii) of the Seller Disclosure Letter as of the date of this Agreement, if any, with respect to whom employment shall not transfer in the Transaction with an OpCo Acquired Entity (each, an “Excluded Business Employee”). Prior to the Closing, Seller and its Affiliates shall (A) subject to the following proviso, transfer to an OpCo Acquired Company or Subsidiary thereof the employment of any Business Employee who as of the date hereof is not employed by a Specified Entity, and (B) transfer to the Seller or any of its Affiliates (other than any Specified Entity) the employment of each Excluded Business Employee; provided that the transfer of Additional Business Employees and the exclusion of Excluded Business Employees shall be, in each case, subject to the consent of OpCo Purchaser (or its designee) in its reasonable discretion following good faith discussions between Seller and OpCo Purchaser. Following any such update to Section 15(o)(ii) of the Seller Disclosure Letter, each Additional Business Employee shall extend be a Business Employee for all purposes hereunder, and each Excluded Business Employee shall no longer be a Business Employee for any purpose hereunder. At Closing, the OpCo Acquired Companies will continue to employ each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers who is employed by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position OpCo Acquired Company immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsBusiness Employee, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersa “Continuing Employee”).

Employee Matters. (a) At least 15 The Parties acknowledge that Buyer, one of its Affiliates or its third party services provider intends to offer employment to and to hire, effective as of the Closing (or at such other time as may be determined by the Buyer (but not earlier than the Closing Date)), employees of the Facility Operators or their respective Affiliates (collectively, the “Employers”) who provide services with respect to the Business Days (the “Business Employees”) and who are identified on Schedule 6.14 and any employees who may be hired by the Employers following the Closing to replace any such listed employees. Any such offer of employment that may be provided to a Business Employee is referred to herein as an “Offer” and any Business Employee who accepts such an Offer and commences employment with Buyer or its Affiliate is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, from and after the date of this Agreement and prior to the Closing, Buyer and its Affiliates shall not (without the prior written consent of Cogent) cause, solicit, induce or encourage any employee of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC) who provide services to Cheyenne Rail Hub, LLC to leave such employment or hire, employ or otherwise engage any such individual; provided, however, that nothing in this paragraph shall restrict (i) any general advertisement or solicitation that is not directed at employees of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC), (ii) the employment of any person who responds to any such general advertisement or solicitation or who contacts Buyer or one of its Affiliates on his or her own initiative and without any direct or indirect solicitation in contravention of the above restrictions or (iii) the employment of any employee of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC) who, prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date provides services with respect to whether each such offer has been accepted the Business or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersTerminal Facilities.

Employee Matters. (a) Within thirty (30) days following the date of this Agreement, Seller shall deliver to Buyer a list identifying all of the employees of the Outdoor Group Entities primarily engaged in the Outdoor Business who are not then Buyer Retained Employees (the “Employee List”, and the employees identified on the Employee List, the “Identified Employees”). Thereafter, Seller shall provide Buyer (x) reasonable access during regular business hours to such records of the Outdoor Business Entities regarding each such Identified Employee as is requested by Buyer and as the Outdoor Business Entities may lawfully provide to Buyer and (y) to the extent reasonably acceptable to Seller, access to the Identified Employees, in each case for the purpose of Buyer determining whether to retain such Identified Employees with the Outdoor Group Entities following the Closing. In addition, with the approval of Seller (not to be unreasonably withheld) Buyer may, but is not obligated to, discuss the specific terms of retention and enter into agreements with certain Identified Employees identified to Seller as key employees during this period. At least 15 Business Days a time to be mutually agreed between Buyer and Seller, but in any event not less than thirty (30) days prior to the date that Buyer reasonably believes Closing is likely to occur, Buyer shall be permitted to deliver to Seller a list of the Identified Employees which it desires to retain with the Outdoor Group Entities following the Closing (the “Selected Employee List”, and the employees identified on the Selected Employee List, the “Selected Employees”) and following such delivery of the Selected Employee List Seller shall provide Buyer access to each Selected Employee then employed by the Company for the purpose of taking such steps as Buyer determines are appropriate to obtain such Selected Employee’s agreement to remain employed with the Outdoor Group Entities following the Closing. Without limiting the generality of the foregoing, Buyer may seek any such Selected Employee’s agreement to enter into any employment or similar agreement that Buyer desires; provided that (i) the effectiveness of any such agreement shall be contingent upon the consummation of the Contemplated Transactions and (ii) any such agreement contains terms and conditions that are consistent with the remainder of this Section 5.5. Seller agrees that it will not discuss with any Selected Employee any increase to or expansion of the compensation or benefits that such Selected Employee is then entitled to receive with the intention of influencing such Selected Employee to decline to remain employed with the Outdoor Group Entities following the Closing; provided that nothing shall prevent Seller from discussing any such compensation or benefits terms with any Selected Employee following the date that (a) such Selected Employee notifies Seller that he or she does not intend to remain employed with the Outdoor Group Entities following the Closing, or (b) Buyer notifies such Selected Employee that he or she will not remain employed with the Outdoor Group Entities following the Closing. In furtherance of the foregoing, Buyer shall promptly notify Seller if it has decided not to retain any such Selected Employee. Any Selected Employee who agrees to remain with the Outdoor Group Entities following the Closing and any other employee of Seller or the Company Group Entities whom Buyer and Seller mutually agree should be retained with the Outdoor Group Entities following the Closing shall thereafter be deemed a “Buyer Retained Employee”; provided that any such Selected Employee or other employee who, prior to the Closing Date, Purchaser shall extend rescinds his or her agreement to each Business Employee set forth on Schedule 6.3(a) (remain with the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser Outdoor Group Entities following the Closing for any period of time. Purchaser pursuant to this Section 5.5(a) shall notify Sellers in thereafter no longer be deemed a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as “Buyer Retained Employee.” Each of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an parties hereto acknowledges that the consummation of the Contemplated Transactions is not conditioned on any employee of each SellersSeller or the Company Group Entities being a Buyer Retained Employee.

Employee Matters. (a) At least 15 Business Days Other than as set forth in Section 5.10(b), not less than twenty one (21) days prior to the expected Closing Date, Purchaser Purchaser, or the appropriate Affiliate of the Purchaser, on behalf of the Transferred Companies, shall extend make offers of employment to each eligible Business Employees, to be effective as of the Closing. Each such offer by Purchaser, or the appropriate Affiliate of the Purchaser, to a Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date following terms and 57 conditions: (1) that is 15 days following such offer shall be effective as of the date hereof and which Schedule 6.3(aClosing; (2) that the initial work location immediately after the Closing shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially be the same as such employee’s position immediately prior to the Closing and the initial job duties of the Business Employee immediately after the Closing shall be substantially similar as immediately prior to the Closing; (3) that the Business Employee’s total annual cash compensation shall in the aggregate be substantially comparable to pre-Closing levels; (4) that the Business Employee shall be immediately eligible to participate in the fringe and employee benefit plans, programs and policies as Purchaser and its Affiliates provides to an eligible employee pursuant to the terms of such plan, program or policy; and (5) that such offer shall be deemed accepted unless affirmatively rejected by the Business Employee (each Business Employee who accepts or is deemed to have accepted such offer of employment (including level pursuant to Section 5.10(b)), a “Transferred Employee”). Each such offer shall be subject to the screening procedures of responsibility, primary location of employment and authority) on the terms Purchaser set forth in Section 5.10 of the Purchaser Disclosure Letter (for the avoidance of doubt, references in this Agreement to an “eligible” Business Employee means a Business Employee, subject to such screening procedures). Seller shall provide Purchaser with an updated list of the information described in Section 3.15(a) as reasonably requested by Purchaser in writing to enable Purchaser to make the offers of employment described in this Section 6.3 (“Transfer Offer”5.10(a). Notwithstanding the foregoing, an updated Section 3.15(a) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date Seller Disclosure Letter shall be collectively referred provided to herein as “Transferred Purchaser no later than three (3) Business Days after the Contract Date and shall include the names of all Business Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days Buyer will cause the Company to continue to employ, as of the Closing Date, each of the employees of the Company who are employed (including those who are actively employed or absent due to vacation, holiday, layoff, illness, leave, short-term disability, or other permitted absence from employment) immediately prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a. Employees who (i) continue in such employment with the Company or (the “Scheduled Employees”ii) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written who accept such an offer of employment reviewed by SellersBuyer or one of its Affiliates (including the Company) are herein referred to as “Continued Employees.” From and after the Closing Date, and which Sellers have had an opportunity any right to comment on, providing reemployment for a position that is materially the same any Continued Employees who are on long-term disability as such employee’s position of immediately prior to the Closing Date shall be the obligation of Seller and its Affiliates and not of Buyer and its Affiliates. Further, the provisions of this Section 6.9 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to constitute an amendment to any of the compensation and benefit plans maintained for or provided to the Continued Employees prior to or following the Closing Date, or to confer upon or give to any person (including level for the avoidance of responsibilitydoubt any current or former directors, primary location officers, owners, employees, or independent contractors of employment and authoritythe Company) on any legal or equitable rights or remedies with respect to the terms set forth matters provided for in this Section 6.3 (“Transfer Offer”) 6.9 or any other provision of this Agreement. The Buyer shall be responsible for all severance, termination and thatother costs arising from or related to the termination by the Buyer or the Company after the Closing of any Continued Employees. Notwithstanding anything herein to the contrary, if accepted, the Buyer shall become effective immediately following provide each Continued Employee full credit for previous periods of service by such Continued Employee to the Company or its Affiliates prior to the Closing. Business Employees who accept such Transfer Offers The Sellers shall be solely responsible to provide severance benefits based on the Sellers’ severance plans and begin employment with Purchaser as policies to any employees of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in Company whose employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe is terminated prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At Conditioned upon Closing, Buyer shall make offers of employment to commence immediately after the Closing to those Employees identified as “Offered Employees” in Section 8.6(a) of the Disclosure Schedule (the “Offered Employees”) as promptly as reasonably practicable and in any event within thirty (30) days after the date of this Agreement and Buyer may make offers of employment to commence immediately after the Closing to those Employees identified as “Additional Employees” in Section 8.6(a) of the Disclosure Schedule (the “Additional Employees”) as promptly as reasonably practicable and in any event no later than thirty (30) days after the date of this Agreement. Buyer must provide the Offered Employees and Additional Employees at least 15 Business Days prior five (5) days to accept the offers. Buyer shall notify Sellers in writing of the names of those Employees who: (i) received offers of employment, (ii) accepted the offers and (iii) rejected or failed to accept the offers, in each case no later than five (5) days after the expiration of the five-day period allowed to accept the offers. Each such Offered Employees and Additional Employees who (i) accepts such offer on or before the Closing Date, Purchaser (ii) passes a background check and a drug screen to be conducted by Buyer in its sole discretion prior to Closing, and (iii) reports to work on the Closing Date (or, if any Employee is on an approved absence (including vacation or illness), following the conclusion of the approved absence) is hereinafter referred to as a “Transferred Employee.” Section 8.6(a) of the Disclosure Schedule shall extend be updated as changes occur to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide information contained in such list to Sellers by the date that is 15 days following reflect new hires, terminations or other personnel changes occurring between the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred EmployeesDate.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days prior to Effective as of (i) the First Closing Date, Purchaser shall extend Sellers will terminate the employment of all employees of the Business related to each Business Employee set forth on Schedule 6.3(a) the First Closing Acquired Assets (the “Scheduled First Closing Business Employees”) effective as of the close of business on the First Closing Date and (which Schedule 6.3(aii) Purchaser shall provide the Second Closing Date, Sellers will terminate the employment of all employees of the Business related to Sellers by the date that is 15 days following Second Closing Acquired Assets (the date hereof and which Schedule 6.3(a) shall include at least 900 “Second Closing Business Employees” and together with the First Closing Business Employees, collectively, the “Business Employees”) a written offer effective as of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level close of responsibility, primary location of employment and authority) business on the terms set forth in this Section 6.3 (“Transfer Offer”) and thatSecond Closing Date. Purchaser may make offers of at-will employment, if acceptedor may enter into employment agreements with, certain Business Employees who meet all of Purchaser’s hiring criteria. Sellers shall become effective immediately following the Closinguse their reasonable best efforts to cause any Business Employee offered employment by Purchaser to accept such offer. Those Business Employees who accept such Transfer Offers and begin Purchaser’s offer of employment with shall become employees of Purchaser as of the Closing Date shall be collectively referred to herein as (“Transferred Employees.” Nothing herein shall ”) pursuant to the terms of Purchaser’s offer of employment. Notwithstanding the foregoing, Purchaser will not be required to (i) hire any Business Employees, (ii) maintain any Transferred Employees at the same position, title or level of responsibility that they had with Sellers, (iii) grant seniority or service credit or recognize accrued vacation or sick leave to any Transferred Employee, or (iv) pay any specified level of compensation or benefits to any Transferred Employee, except pursuant to an employment agreement that is a Transferred Contract or an employment agreement executed and delivered at either Closing pursuant to Section 3.4 and Section 3.5. This Section 7.3(a) is intended solely for the purpose of defining the obligations between Sellers and Purchaser concerning the Business Employees, and will in no way be construed as a representation creating any employment contract or guarantee by other Contract between Purchaser and any Seller employees of Sellers or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersEmployee.

Employee Matters. (a) At least 15 Business Days Effective as of the Closing Date and except for the Company Employee Amounts, as otherwise specified in this Section 7.8 or as set forth on the Statement, Seller (or an Affiliate of Seller, at the direction of Seller) shall assume all monetary liabilities and monetary obligations of the Company actually incurred prior to the Closing Date and relating to the period of time prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) and not otherwise paid out of Cash (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof other than any such monetary liabilities and which Schedule 6.3(a) shall include at least 900 Business Employees) monetary obligations arising as a written offer result of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) actions or omissions on the terms set forth in this Section 6.3 (“Transfer Offer”) and thatpart of any of Holdco, if acceptedPurchaser, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by Ikaria, any Seller Investor or any of their respective Affiliates that (including by virtue of any breach of this Section 7.8 or all Scheduled Employees employed by Sellers will accept any amendment or modification to any Contract, Pension Plan, Welfare Plan or other employee benefit plan)) in respect of the Transfer Offeremployment, termination of employment, compensation or employee benefits of any current employee of the Company, including employees on vacation, disability, or leave of absence (each such employee, a Company Employee), and former employees of the Company, it being agreed and understood that: (i) the Company shall remain responsible for, and Seller shall not assume (nor shall Seller direct any Affiliate to assume), any liabilities or obligations related to the Company Employee Amounts and (ii) no liability or obligation shall otherwise be assumed by Seller (or an Affiliate of Seller) hereunder to the extent that the amounts related to such liability have been included as a deduction in the calculation of the Cash Purchase Price under Section 2.4 and the $[**] threshold referred to in Section 2.4(b) has been exceeded. Without limiting the generality of the foregoing: (x) any Transferred Employee will continue in employment with Purchaser following payments to be made by the Closing Company pursuant to the Company’s Long Term Incentive Plan the liability for any period of time. Purchaser shall notify Sellers in a reasonable timeframe which has not actually been incurred prior to the Closing Date with respect (including units that vest and become payable at any time on or after the Closing Date) shall remain the liability and obligation of the Company, (y) any employment agreements between the Company and Company Employees shall remain the liability and obligation of the Company, except to whether each the extent of any monetary liability actually incurred under such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, agreements prior to the Closing Date (including earned but unpaid salary) and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective (z) any liabilities that are not actual liabilities as of the Closing Date but become actual liabilities subsequent to the Closing Date shall not be included in the first sentence of this Section 7.8(a), notwithstanding the fact that the facts or other matters underlying such liability relate to the period of time before the Closing. A list of all Company Employees as of a date no more than 30 days before the date hereof has been made available to Purchaser. Seller shall, at least 5 Business Days prior to Closing, each Transferred provide Purchaser with a schedule of the Company Employee previously employed by Sellers shall cease to be an employee of each SellersAmounts (the Scheduled Company Employee Amounts).

Employee Matters. (a) At least 15 Each Business Days prior to Employee who is employed by the Target Company upon the Closing Date and remains so employed immediately after the Closing Date shall each become a “Continuing Employee.” As of the Closing Date, Purchaser shall extend to each no Business Employee set forth on Schedule 6.3(a) Employees will perform services for the Target Company from outside the United States. For the one-year period immediately following the Closing Date, or, if earlier, the date of the Continuing Employee’s termination of employment with the Target Company, (collectively, the “Scheduled EmployeesContinuation Period”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers), and which Sellers have had an opportunity to comment onprovided the Continuing Employee’s duties or employment status as full-time or part-time do not change, providing Purchaser shall, or shall cause its Affiliates to, provide each Continuing Employee who remains employed during the Continuation Period with (i) base compensation and annual and long-term incentive compensation opportunities that, in the aggregate, are no less favorable than the base compensation and annual and long-term incentive compensation opportunities as in effect for a position that is materially the same as each such employee’s position Continuing Employee immediately prior to the Closing, (ii) health and other welfare and retirement benefits that, in the aggregate, are substantially comparable to and no less favorable than those provided by Purchaser and its Affiliates to their respective similarly situated employees (provided that Purchaser shall be deemed to satisfy its obligations pursuant to this clause (ii) to the extent that the Purchaser causes the Target Benefit Plans to remain in effect following the Closing and each Continuing Employee to remain eligible to participate in such Target Benefit Plans to the extent and under the same terms that each such Continuing Employee was eligible to participate in such Target Benefit Plan immediately prior to the Closing), and (iii) in the event Purchaser or one of its Affiliates terminates the employment of any Continuing Employee without “cause” (as defined in Section 5.11(a)(i) of Parent’s Disclosure Letter) during the Continuation Period, Purchaser shall provide such Continuing Employee with severance benefits that are on substantially identical terms and no less favorable than the severance benefits provided to each such Business Employee immediately prior to the Closing, provided that any such termination is not for cause, and, further, that payment of any such severance is conditioned upon receipt of a signed release and waiver of claims, in any case taking into account all service with Parent, Purchaser and their respective Affiliates (including level the Target Company) in determining the amount of responsibility, primary location of employment and authority) on severance benefits payable. Parent will assume or retain responsibility for the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. accelerated incentive awards payable to Business Employees who accept such Transfer Offers and begin employment with Purchaser as a result of the Closing Date shall be collectively referred to herein as “Transferred Employees.” set forth on Section 5.11(a)(ii) of Parent’s Disclosure Letter. Nothing herein shall be construed as a representation require Purchaser or guarantee by its Affiliates to continue the employment of any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Continuing Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersDate.

Employee Matters. (a) At least 15 Business Days prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser Seller shall provide to Sellers by Purchaser a list of all of the date that Company's employees whose work is 15 days following primarily associated with the date hereof Company Property. Purchaser shall have the right to interview the Company's employees at any time after the execution of this Agreement and provide Seller with a list of the Company's employees which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellershave agreed, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to Closing, to become an Employee (as defined below). Any employee who, for whatever reason does not become an Employee, shall, prior to Closing, become an employee of Seller or an Affiliate of Seller. Seller shall be solely responsible for the Closing (payment of any severance or other benefits to employees who are not Employees, should they be entitled to any under existing policies of the Seller or the Company. Notwithstanding any other provision of this Agreement, the parties hereto do not intend to create any third-party beneficiary rights, including level without limitation, severance payment rights respecting any of responsibility, primary location the Company's employees or future employees as a result of employment the provisions herein and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closingspecifically hereby negate any such intention. Business Employees With respect to those employees who accept such Transfer Offers and begin continue employment with Purchaser as of the Company after the Closing Date shall be collectively referred (the "Employees"), Purchaser agrees to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior provide employee benefits to the Closing Date with respect Employees that are, in all material respects, no less favorable to whether each such offer has been accepted Employees than the employee benefits provided to similarly situated employees of Purchaser (or rejected. its Affiliates) under employee benefit plans sponsored by Purchaser shall carry out provided that such Employees will be subject to the terms and conditions of the applicable employee benefit plan, subject, in all necessary actions, and Sellers shall reasonably cooperate with Purchasercases, to effect the timely employment by Purchaser provisions of this Section 5.5. However, the Employees shall not be credited with their prior years of service with the Company for purposes of Purchaser's Separation Benefit Plan or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersPurchaser's Separation Benefit Plan for Senior Management.

Employee Matters. (a) At least 15 Business Days prior to the Closing DateEffective Time, Purchaser shall extend to EQBK may, in its sole and absolute discretion, either discontinue the employment of one or more current employees of Prairie or any of its Subsidiaries (each Business Employee set forth on Schedule 6.3(a) a “Terminated Employee”), or continue the employment of one or more current employees of Prairie or any of its Subsidiaries (the each a “Scheduled EmployeesContinuing Employee”) (which Schedule 6.3(a) Purchaser shall and provide benefits to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same such Continuing Employee as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth described in this Section 6.3 (“Transfer Offer”) and that, if accepted, 6.07. EQBK shall become effective immediately following consult with the President of Prairie with respect to the termination of any such employees in connection with the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as Subject to the right of subsequent amendment, modification, replacement or termination in the Closing Date sole discretion of EQBK, each Continuing Employee shall be collectively referred entitled, as an employee of EQBK or its Subsidiaries, to herein as “Transferred Employees.” Nothing herein participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible under such plans and, if required, selected for participation therein under the terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 6.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 6.07 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, EQBK shall, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any employee benefit plans in which a representation Continuing Employee may participate (excluding any defined benefit pension plan), credit each Continuing Employee with his or guarantee by any Seller her term of service with Prairie or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior its Subsidiaries to the Closing Date with respect to whether each extent such offer has been accepted service was recognized under the analogous Employee Plan of Prairie or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or any of its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersSubsidiaries.

Employee Matters. (a) At least 15 Prior to the Closing Date, but effective as of the Closing, the Buyer shall make offers of employment to all of the Active Business Days Employees (each such Active Business Employee, upon accepting an offer of employment from the Buyer, a "Transferred Employee"). For a period of eighteen (18) months following the Closing Date, as Inactive Business Employees are able to return to active employment, the Buyer shall make offers of employment to each such returning Inactive Business Employee, and each such Inactive Business Employee shall, upon accepting an offer of employment from the Buyer, be a Transferred Employee for the purposes of this Agreement. The Closing Date and any such later date upon which a Business Employee accepts employment with the Buyer shall be referred to herein as a "Buyer Employment Date." Each such offer of employment required by this Section 5.3(a) shall be communicated in a writing, the form of which shall be mutually agreed to by the Seller and the Buyer and shall include base salary or base wages and a target cash bonus opportunity which are, in the aggregate, and not on an individual basis, no less favorable than those provided to Transferred Employees prior to the applicable Buyer Employment Date. Nothing in this Agreement shall limit the right of the Buyer to terminate the employment of any Transferred Employee following the applicable Buyer Employment Date. The Buyer shall ho nor any recall rights of any individual whose employment relates primarily to the Business in accordance with any applicable policies of the Seller with respect to such individual immediately prior to the Closing Date; provided, Purchaser however, that the Buyer shall extend only be obligated to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide honor such recall rights with respect to Sellers by any individual for up to one year after the date that such individual's employment is 15 days following terminated. Any individual so recalled shall, from and after the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) of such recall, be a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period purposes of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersthis Agreement.

Employee Matters. (a) At least 15 Business Days Sellers shall be responsible for any liability under the Workers’ Adjustment and Retraining Notification Act and any similar state or local Law or regulation relating to plant closings and layoffs with respect to Sellers’ employees who are terminated on or prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to . Buyer and Sellers by the date agree that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer Buyer has not offered any terms of employment reviewed to any of Sellers’ employees as consideration for the sale contemplated herein. It is agreed that in the event that any employees of Sellers shall be employed by SellersBuyer as the result of the Closing of the transaction contemplated herein, then each such individual employee of Sellers shall be an “employee-at-will” of Buyer, and which Sellers Buyer shall have had an opportunity no contractual obligation with regard to comment onsuch employment, providing except that, for a position that is materially purposes of the participation of any such acquired employees in the Buyer’s 401(k) and health plans, the Buyer shall cause such plans to take into account, for purposes of eligibility thereunder, the pre-Closing service of such employees as if such service was with Buyer or its Affiliates to the same as extent such employee’s position service was recognized by Sellers immediately prior to the Closing (including level under the comparable Seller benefit plan, in all cases to the extent allowed under ERISA, the Code and applicable Law. This Section 6.4 shall be binding upon and inure solely to the benefit of responsibilitythe Parties, primary location of employment and authority) on the terms set forth nothing in this Section 6.3 (“Transfer Offer”) and that6.4, if acceptedexpress or implied, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as confer upon any Person, including any current or former employees of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller Sellers or any of their respective Affiliates that Affiliates, any or all Scheduled Employees employed by Sellers will accept the Transfer Offerparticipant in any Benefit Plan, or that any Transferred Employee will continue dependent or beneficiary thereof, any third-party beneficiary or other rights or remedies of any nature whatsoever under or by reason of this Section 6.4. Sellers and Equity Holder shall cause all non-compete covenants currently in employment with Purchaser following the Closing for any period effect in favor of time. Purchaser shall notify Sellers in a reasonable timeframe prior and/or Equity Holder, to the Closing Date extent relating to the Purchased Assets and/or the Business, to be released or waived with respect to whether each such offer has been accepted Buyer or rejected. Purchaser shall carry out all necessary actionsany of its Affiliates, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser Business or its applicable Affiliate any of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective Purchased Assets as of the and after Closing. Nothing contained herein, each Transferred Employee previously employed by Sellers express or implied, shall cease be construed to be an employee of each Sellersestablish, terminate, amend or modify any benefit plan, program, policy, contract, agreement or arrangement.

Employee Matters. Refinery Buyer (ain the case of Seller's employees) At least and Refinery Buyer or Pipeline Buyer (in the case of the Company's employees) shall offer in writing, effective as of Closing, employment to all of Seller's and the Company's employees identified in SCHEDULE 9.10(A) (the "Personnel") as of the Closing. The Personnel who accept offers of employment of such Buyer made prior to the Closing shall hereinafter be referred to as the "Transferred Employees". All employment offers made to the Personnel pursuant to this Section 9.10 shall be made sufficiently in advance of the Closing so as to give the Personnel reasonable time to evaluate the offers (and in no event less than 15 Business Days days prior to the Closing Date) and shall be Comparable Offers. Buyers shall furnish to Seller copies of such offers made to such Personnel promptly upon delivery thereof to such Personnel. Buyers shall recognize Paper Allied-Industrial, Purchaser shall extend to Chemical and Energy Workers International Local Union AFL-CIO-CLC (the "PACE Local 4-202 Union") as the exclusive employees' representative of the Personnel members who are included in each Business Employee set forth unit of employees covered under the collective bargaining agreements between the PACE Local 4-202 Union and Seller and all memoranda of agreement listed on Schedule 6.3(aSCHEXXXX 0.0(X) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith"PACE Local 4-202 Labor Agreements"). Effective as of the Closing, each Transferred Employee previously employed by Sellers Refinery Buyer shall cease adopt and assume all of Seller's obligations (excluding any obligations that accrued prior to the Closing, except to the extent otherwise expressly provided in this Agreement) under the PACE Local 4-202 Labor Agreements. All obligations of Refinery Buyer under this Xxxxxxx 0.10 shall be binding upon any Affiliate of Refinery Buyer who acquires the Facility or any material portion of the Assets at the Closing, and Refinery Buyer shall cause any Affiliate of Refinery Buyer who acquires the Facility or a material portion of the Assets (whether from Refinery Buyer or a successor or assign of Refinery Buyer) at the Closing to expressly assume and agree to perform such obligations and to make Seller an employee express third party beneficiary of each Sellerssuch assumption and agreement.

Employee Matters. For a period of not less than one year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries on the Closing Date (aan “Employee”), while employed by the Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (other than equity based compensation, benefits and opportunities) At least 15 Business Days which are substantially comparable in the aggregate to those provided to such Employees as of the date of this Agreement. Nothing contained in this Section 5.08 shall be deemed to grant any such Employee any right to continued employment after the Closing Date. Each such Employee shall receive credit for purposes of eligibility and vesting (but not for the purposes of determining the amount of any benefits with respect to any employee benefit plan established after the Closing Date) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or its subsidiaries under which each Employee may be eligible to participate on or after the Closing Date to the same extent recognized by the Company or any of the Subsidiaries under comparable plans immediately prior to the Closing Date; provided, Purchaser however, that such crediting of service shall extend not operate to each Business Employee set forth on Schedule 6.3(a) (duplicate any benefit or the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of Surviving Corporation after the Closing Date (each a “Surviving Corporation Welfare Benefit Plan”) shall be collectively referred waived, to herein as “Transferred the extent it would have been waived under the corresponding Employee Plan for the Employees (other than pre-existing conditions that are already in effect with respect to the Employees.” Nothing herein , to the extent permitted by Law). Subject to the preceding sentence, nothing in this Agreement shall be construed interpreted as a representation limiting the power of the Surviving Corporation to amend or guarantee by terminate any Seller particular Surviving Corporation Welfare Benefit Plan or any of their respective Affiliates that any other particular employee benefit plan, program, agreement or all Scheduled Employees employed by Sellers will accept the Transfer Offerpolicy, or that as requiring the Surviving Corporation to offer to continue the employment of any Transferred Employee will continue in employment with Purchaser following employee of the Closing Company or its Subsidiaries for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior time or to the Closing Date with respect offer to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment continue (other than as required by Purchaser or its applicable Affiliate of each Transferred written terms) any Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersPlan.

Employee Matters. No later than five (a5) At least 15 Business Days prior business days after the Closing, Buyer shall (A) offer employment on an at-will basis, to those persons listed in Section 6(g)(A) of the Closing DateDisclosure Schedule, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written such offer of employment reviewed by Sellersto be on terms that are comparable to those upon which such persons were, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing Closing, employed by Seller including, without limitation, as to compensation and benefits (including it being understood and agreed that the provisions of this Section 6(g) are not for the benefit of any of the persons listed in Section 6(g)(A) of the Disclosure Schedule and shall not, and shall not be construed to, give or vest in any of such persons any right or entitlement to employment or continued employment or to a particular level of responsibility, primary location of employment compensation or benefits with or from either Seller or Buyer) and authority(B) on the terms make appropriate arrangements to transition those persons set forth in this on Section 6.3 (“Transfer Offer”6(g)(A) and Section 6(g)(B) of the Disclosure Schedule who have been offered and accepted employment with the Buyer to the payroll accounting and other human resources systems of Buyer and to Buyer’s benefit plans. Seller agrees that, if acceptedafter Closing, Buyer may, but shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as not be required to, offer employment, on an at-will basis, to those persons listed in Section 6(g)(B) of the Closing Date Disclosure Schedule. Buyer acknowledges and agrees that, in the event that Buyer does not, for any reason, offer employment to any of the persons listed in Section 6(g)(A) or Section 6(g)(B) of the Disclosure Schedule, Seller may, but shall not be required to, retain any of such persons as employees of Seller and utilize any of such persons to provide services to Buyer pursuant to the Transition Services Agreement, including, without limitation, services set forth on Exhibit A thereto, in which event Buyer shall pay to Seller the consideration provided for in, and in the manner provided in, Section 4.1 of the Transition Services Agreement, which consideration shall be collectively referred in addition to herein as “Transferred Employees.” Nothing herein the consideration specified in Exhibit A to the Transition Services Agreement and shall be construed as a representation calculated taking into account stay bonuses or guarantee other incentives, if any, paid or provided by any Seller or any of their respective Affiliates that to any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or of such persons so retained. Seller agrees that any Transferred Employee such stay bonuses or other incentives, if any, will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers be calculated and determined in a reasonable timeframe prior manner consistent with the manner in which stay bonuses currently set forth on Exhibit A to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each SellersTransition Services Agreement were determined.

Employee Matters. (a) At least 15 Business Days prior to After the Closing Dateend of the Inspection Period, Purchaser shall extend to each Business Employee set forth may conduct private interviews with the individuals who are employed on Schedule 6.3(a) site by Seller, any affiliates of Seller or any property manager in connection with the operation of the Property (the “Scheduled Property Employees”); provided, however, that any such interviews shall not unreasonably disrupt or disturb (A) the on-going operation of the Property, (which Schedule 6.3(aB) any services to the Property, or (C) the quiet possession of any tenants under the Leases. Purchaser may consider directly and/or indirectly making, but shall provide not be obligated to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer make, offers of employment reviewed to any of the Property Employees, such offers to be effective as of and contingent upon the Closing and on such terms and conditions as may be determined by SellersPurchaser in its sole discretion. As between Purchaser and Seller, (A) all amounts and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior benefits payable to the Closing Property Employees providing services to the Property (including level of responsibility, primary location of employment and authorityany accrued or vested benefits) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser will not be prorated between the parties and shall carry out all necessary actionsremain the sole responsibility of Seller, and Sellers shall reasonably cooperate with Purchaser(B) if and to the extent that Purchaser directly and/or indirectly hires any such Property Employees, Purchaser will be responsible for any amounts and benefits earned by such employees on and after the Closing Date. If and to effect the timely employment by extent that Purchaser or its applicable Affiliate affiliate directly and/or indirectly makes an offer to hire any such Property Employees (each, a “Purchaser Employee”) and the Purchaser Employee accepts such employment, then for a period beginning upon each such Purchaser Employee’s acceptance of each Transferred Employee immediately employment with Purchaser’s affiliate and continuing until ninety (90) days following the Closing, and Sellers neither Seller, nor its affiliated property manager nor any of their respective affiliates shall reasonably cooperate solicit or persuade, or attempt to solicit or persuade, any such Purchaser Employee to terminate or modify his or her employment relationship, whether or not pursuant to a written agreement, with Purchaser, Purchaser’s management company or their respective affiliates unless such employee first independently declines in connection therewithwriting the offer from Purchaser or its affiliate or is first terminated from employment with Purchaser or its affiliate. Effective as The terms of the this Section 5.8 shall survive Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days Effective as of the Closing Date, Seller will terminate the employment of all of its Employees. Buyer shall make offers of employment to each Employee, except where any such offer would violate applicable Laws, including U.S. immigration Laws. The terms of Buyer’s offers of employment to Employees pursuant to Section 7.11 shall include compensation and employee benefits as Buyer may determine in its sole discretion; provided that: (i) Buyer shall not terminate the employment of any Employee who accepts Buyer’s offer of employment (other than for cause, which shall be determined in Buyer’s sole discretion) prior to the six-month anniversary of the Closing Date; and (ii) the initial base salary of Employees who accept Buyer’s offer of employment shall be the same as in effect immediately prior to the Closing, and employee benefits for Employees who accept Buyer’s offer of employment shall, in the aggregate, have a value comparable to the aggregate value of the employee benefits in effect for such Employees immediately prior to the Closing. Additionally, Buyer agrees that it shall provide each Employee who accepts Buyer’s offer of employment with service credit for the full amount of such Employee’s uninterrupted service with Seller prior to the Closing DateDate for purposes of: (i) eligibility and vesting (but not benefit accrual) under Buyer’s employee benefit plans, Purchaser shall extend and (ii) rights to each Business Employee paid vacation time under Buyer’s vacation policy. Except as expressly set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellersherein, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth nothing in this Section 6.3 (“Transfer Offer”) and that, if accepted, 7.11 or otherwise in this Agreement shall become effective immediately following obligate the Closing. Business Employees who accept such Transfer Offers and begin Buyer to continue any term or condition of employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any employee benefit plan, program or arrangement for any period of their respective Affiliates that time or to employ any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser Buyer shall notify Sellers make reasonable efforts to cause the health insurance carrier for its employee group health plan to (i) waive any pre-existing condition limitation under any employee welfare benefit plan (as defined in a reasonable timeframe Section 3(1) of ERISA) maintained by the Buyer in which any Employee who accepts Buyer’s offer of employment and their eligible dependents participate and (ii) provide each such employee and their eligible dependents with credit for any co-payments and deductibles paid by any of them during the relevant portion of the plan year prior to the Closing Date with respect in order to whether satisfy any applicable deductible or out-of-pocket requirements under any employee welfare benefit plans in which any such employee and their eligible dependents participate after the Closing Date. Seller will upon reasonable request by Buyer provide to Buyer all information regarding each such offer has been accepted or rejected. Purchaser shall carry out all Employee as may be necessary actions, and Sellers shall reasonably cooperate with Purchaser, for Buyer to effect satisfy the timely employment by Purchaser or its applicable Affiliate requirements of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersthis Section 7.11.

Employee Matters. (a) At least 15 The parties acknowledge that, in connection with the sale and transfer of the Business Days prior to the Closing Datehereunder, Purchaser Buyer shall extend offers of employment, conditional upon the Closing, to each Business Employee of Seller’s current employees set forth on Schedule 6.3(a7.1(a) (the “Scheduled Business Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by concurrently with the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer execution of this Agreement. Such offers of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior shall be substantially equivalent to the Closing (including level of responsibility, primary location of employment and authority) on the proposed terms set forth Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. in this Section 6.3 (“Transfer Offer”) Schedule 7.1(a), and that, if accepted, shall become effective immediately following must be accepted or rejected by the Closingrespective Business Employee on or before the Closing Date. The Business Employees who agree to accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively Buyer are referred to herein as the “Transferred Employees.” Nothing In all respects Transferred Employees shall be employees “at will” of Buyer. Seller shall terminate the employment of any Business Employee who does become a Transferred Employee, and, additionally, shall terminate the employment of any Business Employee who rejects Biotage’s offer without the right to severance from Caliper. [***]. Each Transferred Employee will be given credit by Buyer for his or her years of service with Seller. Additionally, Buyer shall pay severance, in an amount set forth in Schedule 7.1(a), to any Transferred Employee who is terminated by Buyer without cause prior to the twelve (12) month anniversary of the date of hire of such Transferred Employee by Buyer. Notwithstanding the foregoing, nothing herein shall be construed as a representation or guarantee by any Seller or any to limit the ability of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that Buyer to terminate any Transferred Employee will continue in employment with Purchaser following the Closing at any time for any period reason, or to change the terms and conditions of time. Purchaser such Transferred Employee’s employment ; provided that no such change shall notify Sellers in a reasonable timeframe prior to abridge the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease benefits to be an employee of each Sellersgiven to Transferred Employees herein .

Employee Matters. (a) At From and after the date hereof, Purchaser, in its sole and absolute discretion, may: (i) in consultation and cooperation with Seller (by and through Seller’s senior management personnel), communicate with any of the Business Employees about possible employment with Purchaser after the Closing Date; and/or (ii) offer employment to any of the Business Employees as of the Closing Date. Purchaser shall make offers of employment to not less than 75% of the Business Employees for compensation and otherwise on terms and conditions at least 15 comparable to those applicable to similarly situated employees of Purchaser. Those of the Business Days Employees that accept Purchaser’s offer of employment shall be terminated by Seller, and shall become employed by Purchaser or one of its Affiliates (referred to in this Agreement as “Transferred Employees”) as of the Closing Date. All employment offers are subject to the satisfactory completion by Purchaser of its customary employment interview, background checks and drug testing procedures. (b) To the extent that length of employment service is relevant for purposes of eligibility or vesting under any employee benefit plan, program or arrangement established or maintained by Purchaser and provided to the Transferred Employees (excluding any equity-related plan, program or arrangement), Purchaser shall credit the Transferred Employees under such plan, program or arrangement for service on or prior to the Closing Date, Purchaser shall extend to each Business Employee in the manner set forth on Schedule 6.3(a4.6(b). (c) Seller shall be responsible for any liabilities or obligations (i) arising under the “Scheduled Employees”WARN Act, if any, and (ii) resulting from or precipitated by layoffs, if any, in respect of employees of Seller whose employment was terminated on or prior to the Closing. (which Schedule 6.3(ad) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof assume all liability and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing responsibility for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 any health care continuation coverage (“Transfer OfferCOBRA Coverage”) required under Section 4980B of the Code and that, if accepted, shall become effective immediately following the Closing. Part 6 of Subtitle B of Title 1 of ERISA with respect to any Business Employees who accept such Transfer Offers and begin employment with Purchaser as or former employees of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of timeSeller. Purchaser shall notify Sellers in a reasonable timeframe prior provide COBRA Coverage to the Closing Date with respect 28 such Business Employees and former employees on such terms and at such rates as Purchaser currently provides to whether each such offer has been accepted or rejectedits own employees and former employees. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.4.7

Employee Matters. (a) At least 15 In the event the employment of any Business Employee will not automatically transfer to the Buyer Parties or their respective Affiliates upon the occurrence of the Second Closing by operation of Law (each, an “Offer Employee”), not less than 5 Business Days prior to the Second Closing, one of the Buyer Parties or its Affiliates will offer employment, effective at 11:59 p.m., local time, on the Second Closing Date (the “Transfer Time”), to such Offer Employee in accordance with this Agreement, subject to the Seller Parties providing the Buyer Parties with information necessary to make such offers of employment. Offers pursuant to this Section 8.01(a) shall (i) be for a comparable position at the same or a nearby geographic work location, in each case, to those as of the Second Closing Date; and (ii) otherwise comply in all respects with applicable Law. With respect to any Offer Employee who, as of the Second Closing Date, Purchaser is on approved leave of absence from work with the Seller Parties or their respective Affiliates (each, an “Inactive Business Employee”), one of the Buyer Parties or its Affiliates shall extend offer employment to such individual on the earliest practicable date following the return of such individual to work with the Seller Parties and their respective Affiliates and otherwise on terms and conditions consistent with this Section 8.01; provided that such employee returns to work within 180 calendar days following the Second Closing Date or such later time as required by applicable Law upon presenting themselves for duty to the Business. No later than 10 Business Days prior to the Second Closing, to the extent permitted by applicable Law, the Seller Parties shall provide the Buyer Parties with a list of all Inactive Business Employees and the projected end date of each such leave of absence. Following the Second Closing and while the Buyer Parties have obligations pursuant to this Section 8.01(a), the Seller Parties shall promptly notify the Buyer Parties of the occurrence of the end of any such leave of absence. In the case of any Inactive Business Employee set forth who becomes a Transferred Employee on Schedule 6.3(a) (a date following the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser Second Closing Date, all references in this Agreement to the Transfer Time shall provide be deemed to Sellers by be references to 11:59 p.m., local time, on the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) such individual becomes a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred EmployeesEmployee.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days Immediately prior to the Closing, Seller shall terminate the employment of all of the employees identified (the "Employees") on the attached "Employee Schedule," which schedule shall be prepared and delivered by Seller to TransWestern at least two (2) business days prior to the Closing. Immediately after the Closing, TransWestern will offer employment to the Employees. Nothing in this Agreement shall obligate TransWestern to offer employment to any employee of Seller or any other individual other than the Employees; and nothing in this Agreement shall limit the ability of TransWestern to terminate the employment of any Employee at any time and for any reason, including without cause. From and after the Closing Date, Purchaser Seller shall extend retain all Liabilities arising under or in connection with any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) or any other employee benefit plan or arrangement at any time maintained or contributed to each Business by Seller, including, but not limited to, those Liabilities arising under Part 6 of Title I of ERISA and Section 4980B of the Code. Seller shall be additionally responsible for all Liabilities (i) relating to compensation (including vacation pay and insurance benefits) of any Employee for periods prior to December 31, 1997 and of any other employee of Seller for any period, (ii) for sales commissions owed with respect to any Prior Edition in excess of $3,000 and/or (iii) arising as a result of the transactions contemplated by this Agreement, including, but not limited to, severance compensation and bonus payments, but not including vacation pay and insurance benefits owed to the Employees for any period (or portion thereof) commencing January 1, 1998, in an amount not to exceed the amount set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by Assumed Liability Schedule. 4.3 TransWestern's Post-Closing Collection Obligation. During the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) period commencing on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred and terminating on December 31, 1999 (the "TransWestern Collection Period"), in addition to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing its collection efforts for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date its own account with respect to whether each any Future Editions, TransWestern shall bill xxx collect (on behalf of Seller) all outstanding trade accounts receivable (including local, foreign and national advertising accounts) associated with the Prior Editions or any editions of the Seller Directories that have publication dates occurring prior to June 30, 1998 (collectively, "Seller Accounts Receivable"). TransWestern shall apply any payments (including interest (if any)) collected by it hereunder with respect to Sellers Accounts Receivable shall be applied to payment of Seller Accounts Receivable on a customer-by-customer basis until either Seller Accounts Receivable are paid in full or the TransWestern Collection Period has terminated. During the TransWestern Collection Period, any payments collected by TransWestern from any customer with respect to accounts receivable arising out of Future Edition Customer Contracts shall first be applied to satisfy amounts owed by such offer has been accepted customer under any Seller Accounts Receivable and then shall be for the account of TransWestern. During the TransWestern Collection Period, TransWestern agrees to use collection methods consistent with its past custom and collection practice. TransWestern shall not settle or rejected. Purchaser shall carry out all necessary actionscompromise amounts due under any Seller Account Receivable without providing Seller with seven (7) days prior notice of the proposed settlement or compromise, and Sellers TransWestern and Seller shall reasonably cooperate and work jointly to reach agreement during such 7-day period with Purchaserrespect to all adjustments, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closingsettlements, and Sellers shall reasonably cooperate write offs to be taken in connection therewithwith any such settlement or compromise. Effective as of Seller agrees to respond to all requests by TransWestern to evaluate any such settlement in a timely manner (and, in any event, shall respond to such notice by TransWestern within 72 hours after receipt thereof). TransWestern agrees that, during the ClosingTransWestern Collection Period, each Transferred Employee previously employed by Sellers shall cease it will use all reasonable efforts to be an employee of each Sellers.adhere to Seller's adjustment guideline policy, which policy includes taking the following actions in connection with collecting Seller Accounts Receivable:

Employee Matters. (a) At least 15 Business Days prior The Acquired Companies shall continue to employ all of the Continuing Employees after the Closing Date. Prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) Buyer or one of its Affiliates (including the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(aAcquired Companies) shall include at least 900 Business Employees) a written offer of employment reviewed notify, in writing, individuals who are employed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position Acquired Company immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept Date whether such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee individuals will continue in employment with Purchaser following the Closing for any period Buyer or one of time. Purchaser shall notify Sellers in a reasonable timeframe prior to its Affiliates (including the Acquired Companies) after the Closing Date either (i) as a “Retained Employee” or (ii) for a limited time period as a “Transition Employee.” Any Continuing Employee that is, for whatever reason, not designated by Buyer or one of its Affiliates (including the Acquired Companies) as a “Retained Employee” or a “Transition Employee” shall be considered for purposes of this Agreement a “Retained Employee”. For a period of at least twelve (12) months after the Closing Date, Buyer shall, or shall cause one of its Affiliates (including the Acquired Companies) to, provide the Continuing Employees with respect a level of base pay that is no less than each Continuing Employee’s current salary or wage rate and with benefits and other compensation arrangements generally provided to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect Buyer’s employees at the timely employment by Purchaser or its applicable Affiliate time of each Transferred Employee immediately following the Closing, subject to the terms and Sellers conditions of this Section 8.4. If a Transition Employee continues his/her employment with Buyer or one of its Affiliates (including the Acquired Companies) and is not terminated at the end of the Transition Period, then, for purposes of this Section 8.4(a), such Transition Employee shall reasonably cooperate in connection therewith. Effective be considered a “Retained Employee” effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee first day after the end of each Sellersthe Transition Period.

Employee Matters. (a) At least 15 Business Days Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall extend offer employment with Purchaser or one of its Affiliates to each Business Employee set forth on Schedule 6.3(a) (terms and conditions that satisfy the “Scheduled requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees”) (, which Schedule 6.3(a) shall conform in all respects with Section 5.5. Purchaser shall provide consult with Seller prior to Sellers by extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is 15 days following six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date hereof of this Agreement, and which Schedule 6.3(a) Seller shall include at least 900 and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) a written is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position from Purchaser that is materially the same as conditioned upon such employeeBusiness Employee relocating more than twenty-five (25) miles from such Business Employee’s position immediately prior to the Closing (including level of responsibility, primary location current employment location. Each Business Employee who accepts such offer of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with an employee of Purchaser as or one of its Affiliates on the Closing Date shall be collectively and is referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation “Domestic Transferred Employee” if on a United States payroll or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.“

Employee Matters. (a) At least 15 As soon as practicable after the date of this Agreement and in any event within five (5) Business Days prior to of the Closing Datedate of this Agreement, Purchaser shall, or shall extend cause one of its Affiliates to, make offers of employment effective as of the Closing, or with respect to each Business Employee set forth on Schedule 6.3(a) who is a Leased Employee (as defined in the Transition Services Agreement), effective upon the expiration of the Employee Leasing Term (as defined in the Transition Services Agreement), to each Business Employee who is employed or engaged by Seller or an Affiliate thereof (other than the Target Company or one of its Subsidiaries), including any such Business Employee who is not actively at work at the Closing (each an “Scheduled EmployeesInactive Employee”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written ). Each offer of employment reviewed by Sellers, Purchaser or an Affiliate thereof pursuant to this Section 5.10(a) shall be in writing and which Sellers have had an opportunity to comment on, providing for shall offer employment (i) in a position that is materially substantially similar (or more senior) to the same as position held by such employee’s position Business Employee immediately prior to the Closing Closing, (including level ii) with a title of responsibilitytheir position that is substantially similar to the title held by such Business Employee immediately prior to the Closing, primary (iii) with the same general location of employment as (which, in any event, shall not be more than 25 miles from) such Business Employee’s location of employment or service, as applicable, as of immediately prior to the Closing, (iv) with substantially the same responsibilities as such Business Employee’s responsibilities as of immediately prior to the Closing, and authority(v) on the terms in compliance with all other covenants set forth in this Section 6.3 5.10. Seller shall terminate (“Transfer Offer”x) the employment or service, as applicable, of all Transferred Employees and that(y) the participation of all Transferred Employees in the Employee Plans, if acceptedin each case, shall become effective immediately following as of the Closing. Business Employees who accept such Transfer Offers Seller and begin Purchaser intend that the transactions contemplated by this Agreement shall not result in a severance of employment with Purchaser or service, as applicable, of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in for purposes of any Employee Plan and that the Transferred Employees shall have continuous and uninterrupted employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsservice, as applicable, immediately before and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following after the Closing, and Sellers Purchaser and Seller shall reasonably cooperate in connection therewithuse reasonable efforts to ensure the same. Effective Each Inactive Employee shall become a Transferred Employee as of the Closingdate such Inactive Employee has been cleared for, each and presents himself or herself to Purchaser for, active employment or service on or prior to the date that is six months following the Closing Date and, except as otherwise required by Applicable Law or as otherwise specifically provided in this Agreement, all references in this Agreement to the Closing or the Closing Date in respect of an Inactive Employee shall instead be deemed to refer to the date such Inactive Employee actually commences employment or service with Purchaser or one of its Affiliates. Each Leased Employee shall become a Transferred Employee previously employed by Sellers in accordance with the terms of the Transition Services Agreement and all references in this Agreement to the Closing or the Closing Date in respect of a Leased Employee shall cease instead be deemed to be an employee refer to the date such Leased Employee actually commences employment with Purchaser or one of each Sellersits Affiliates. If any Transferred Employee requires a visa, work permit or pass or other approval for his or her employment to continue with Purchaser or its Affiliates, Purchaser shall use its reasonable best efforts to see that any necessary applications are promptly made and to secure the necessary visa, permit, pass or other approval. Purchaser shall comply with all Applicable Laws relating to the offers of employment to Business Employees and the continuation of employment or service of the Transferred Employees after the Closing.

Employee Matters. (a) At least 15 Business Days prior Prior to the Closing Datedate of this Agreement, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) Buyer or one of its Affiliates has provided a written offer of employment reviewed by Sellersto certain FS Development Platform Employees whom it desires to employ effective as of the Closing (each, together with the Key Employees and any other FS Development Platform Employees Buyer or Affiliates provides a written offer of employment between the date hereof and the Closing, an “Offer Employee”, and such offer of employment, including the Employment Agreements, an “Offer”), which Sellers have had Offer provides that employment with Buyer or one of its Affiliates will commence effective as of the Closing. Each Offer Employee who has accepted or, after the date hereof, accepts an opportunity Offer and commences employment with Buyer or one of its Affiliates effective as of the Closing shall be referred to comment onas a “Transferred Employee.” From the date hereof until (and inclusive of) the Closing Date, providing Seller shall (and shall cause its Affiliates to) (i) use commercially reasonable efforts to make the Offer Employees available to Buyer, (ii) use commercially reasonable efforts to respond to information requests regarding the Offer Employees and (iii) not interfere with the Offer process between the Offer Employees and Buyer and (other than to make the Offer Employees available to Buyer pursuant to clause (i) and to respond to informational requests from Buyer pursuant to clause (ii)). Seller shall terminate the employment of any Offer Employees who are also not Transferred Employees within thirty (30) days following the Closing Date (the “Terminated Employees”) and be solely responsible for a position that is materially all Liabilities arising from, related to, or based upon the same as such employeeapplicable Offer Employee’s position termination of employment. No individuals shall be employed by the Acquired Companies immediately prior to the Closing Closing. Buyer shall provide prompt written notice to Seller of any Offer Employee to which Buyer makes an Offer and reasonable written notice for any Offer Employee that formally accepts or formally rescinds acceptance of an Offer and shall provide to Seller a list of the Offer Employees that have accepted (including level of responsibility, primary location of employment and authoritynot rescinded) an Offer on the terms set forth in this Section 6.3 date that is three (“Transfer Offer”3) and that, if accepted, shall become effective immediately following the Business Days prior to Closing. Business Employees who accept such Transfer Offers and begin Seller shall provide prompt written notice to Buyer if any Offer Employee’s employment relationship with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective its Affiliates that any terminates (whether by Seller or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe such Offer Employee) prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days Schedule 9.7 sets forth a list of employees and contractors of Seller or its Affiliates who may be considered for employment or consultancy by Buyer (each individually an “Available Employee” and collectively, the “Available Employees”) and for each Available Employee Seller has, prior to the Execution Date, provided Buyer the following information: (i) the individual’s title or position, hire date, and compensation, including base cash compensation and any other compensation, (ii) any Contracts entered into between Seller or any of its Affiliates and such individual, and (iii) a description of the fringe benefits provided to each such individual. From and after the Execution Date, Buyer shall be permitted to meet with and interview each Available Employee in connection with prospective employment or consultancy with Buyer and, no later than ten (10) days prior to the Closing Date, Purchaser shall may extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written an offer of employment reviewed by Sellers, and which Sellers have had an opportunity or consultancy to comment on, providing for a position any such Available Employee that is materially conditioned on the same as such employee’s position immediately prior to occurrence of the Closing and whose employment or engagement with Buyer will become effective as of 12:00 a.m. the date of the Termination Date (including level as defined in the Transition Services Agreement) applicable to such Available Employee (which in the case of responsibilityAvailable Employees not providing services under the Transition Services Agreement may be the Closing Date), primary location on terms reasonably determined by Buyer and otherwise not inconsistent with the terms of this Section 9.7. Buyer is responsible for scheduling any meetings or interviews and Seller and its applicable Affiliates shall reasonably assist Buyer with respect to such scheduling. Any meeting or interviews between Buyer and Available Employees shall be scheduled during normal business hours and otherwise at times and places that are not unreasonably inconvenient or disruptive to Seller or its Affiliates and the applicable Available Employee(s), with reasonable advance notice being provided to Seller or its Affiliates. It is understood that Buyer shall have no obligation to make an offer of employment and authorityor consultancy to or employ or engage any Available Employee. Seller shall (or shall cause its applicable Affiliate to) on terminate the terms set forth in employment of each Available Employee who accepts an offer of employment with Buyer made pursuant to this Section 6.3 (“Transfer Offer”9.7(a) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Termination Date (as defined in the Transition Services Agreement) applicable to such Available Employee (which in the case of Available Employees not providing services under the Transition Services Agreement may be the Closing Date Date), and from and after such time each such Available Employee shall be collectively referred a “Continuing Employee” for purposes of this Agreement. No such offer of employment or consultancy shall be for employment or consultancy that begins prior to herein 12:00 am the date of the Termination Date (as “Transferred Employees.” Nothing herein defined in the Transition Services Agreement) applicable to such Available Employee (which in the case of Available Employees not providing services under the Transition Services Agreement may be the Closing Date). For purposes of this Section 9.7, with respect to an Available Employee for whom Xxxxx makes an offer of employment or consultancy, such employment or consultancy may be directly with Buyer or indirectly with Buyer or a related employer and relevant provisions of this Section 9.7 shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersaccordingly.

Employee Matters. (a) At Buyer intends to offer, or cause an Affiliate to offer, employment to substantially all Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in either case, on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, such employment to commence as contemplated in accordance with the Transition Services Agreement. In addition, within fifteen (15) days after the execution of this Agreement, representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the “Additional Employees”). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least 15 the same basis as the offers Buyer makes to Business Days Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other Affiliate of Buyer prior to the Closing Date and in no event more than fifteen (15) days after the Closing Date, Purchaser . The Selling Parties and their Affiliates shall extend to each not discourage any Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide or Additional Employee to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written whom an offer of employment reviewed is made by Sellers, and which Sellers have had Buyer or an opportunity to comment on, providing for a position that is materially the same as Affiliate of Buyer from accepting such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closingoffer. Business Employees and Additional Employees who accept such Transfer Offers employment from Buyer and begin employment become employees of Buyer or an Affiliate thereof in accordance with Purchaser as of the Closing Date shall be collectively Transition Services Agreement are referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.”

Employee Matters. (a) At least 15 Subject to the exclusions set forth in this Section, Buyer may communicate (after consulting with management of ITG) directly with any employees of any Seller and may offer, or cause its Affiliates to offer, to employ as of the Closing Date any active employees of any Seller working at the Business Days on the Closing Date. Buyer, within its sole discretion, shall determine which, if any, such employees of Sellers shall be offered employment. It is the intent of Buyer to make offers of employment to operating and administrative employees of Sellers listed on Schedule 5.04 on terms and conditions which are generally comparable to similarly situated employees of Buyer. Subject to approval of the Retention Plan, Buyer will grant each Hired Employee, upon and subject to such employee becoming a Hired Employee, one (1) week's paid vacation. Buyer will not be responsible for any termination, severance, salary or other benefits owed to the Hired Employees as a result of their employment by any Seller prior to the Closing Date. Sellers acknowledge that all employment offers are subject to the satisfactory completion by Buyer of its customary employee background checks, including, if applicable, pre-employment drug and alcohol screening. Nothing contained in this Section 5.04 or elsewhere in this Agreement shall be deemed to limit or otherwise affect in any manner the right of Buyer or any Affiliate of Buyer to terminate at will the employment of any Hired Employee. Except as provided in this Agreement, Sellers shall be solely responsible for and pay any and all liabilities or obligations arising under the WARN Act, if any, arising out of or resulting from layoffs of employees on or prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (or in connection with or resulting from the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as consummation of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actionsTransaction, and Sellers shall reasonably cooperate remain liable for any and all costs and expenses associated with Purchasercontinued employment, or termination and severance, of all employees of Sellers other than the Hired Employees, including any obligation imposed on Sellers or Buyer to effect provide such employees with continued health, disability, life or other retirement benefits (whether covered by insurance or not). Sellers hereby, jointly and severally, indemnify, defend and hold Buyer harmless from and against any COBRA liability with respect to any current or former employee of any Seller, or qualified beneficiary of such employee, other than the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following Hired Employees and their qualified beneficiaries. Buyer shall not, at any time prior to ninety (90) days after the ClosingClosing Date, without complying fully with the notice and Sellers shall reasonably cooperate in connection therewith. Effective as other requirements of the ClosingWARN Act, each Transferred Employee previously employed effectuate (i) a "plant closing," as defined in the WARN Act, affecting any site of employment or one or more facilities or operating units within any site of employment of the Business; or (ii) a "mass layoff," as defined in the WARN Act, affecting any site of employment of the Business; or any similar action under applicable state or foreign law requiring notice to employees in the event of a plant closing or layoff; provided, however, that Sellers remain solely liable for any WARN or similar liabilities arising as a result of the termination of its or their employees at or before Closing as a result of the Transaction, or arising out of any other event on or before Closing or any other Seller action. To the extent (but only to the extent) that the assets of Sellers' 401(k) plan with respect to the employees of the Business are not directly transferred to Buyer's 401(k) plan by Sellers a Code section 414(l) asset transfer, Seller shall cease one hundred percent (100%) vest the accounts of all participants in Seller's 401(k) plan who are employees of the Business on the Closing Date and who and whose accounts are not directly transferred to Buyer's 401(k) plan by a Code section 414(l) transfer; provided, however, the transfers may only be an employee made in respect of each participants in Sellers' 401(k) plan who become Hired Employees.

Employee Matters. Buyer acknowledges that Seller operates the Business through the services of employees (athe “Leased Employees”) At least 15 leased from a third-party (the “Leasing Company”). The parties understand that the Leasing Company intends to terminate the leases with respect to the Leased Employees at Closing. On the Effective Date, Receiver and Seller shall give notice to the Leased Employees that Buyer has entered into this Agreement to acquire the Plant. During the period between the Effective Date and Closing, Buyer shall be afforded an opportunity to meet with and interview any or all of the Leased Employees during regular Business Days prior hours, on dates and at times to be coordinated with Seller, to interview the employees for positions with Buyer after Closing and to explain Xxxxx’s employee benefit programs to the employees; provided, however, that Buyer shall have no obligation to offer employment to any of the Leased Employees. Buyer shall notify Seller in writing (the “Employee Notice”) within thirty (30) days after execution of this Agreement of those Leased Employees to whom Buyer (or an Affiliate of Buyer) will offer employment, contingent on Closing occurring (“Retained Employees”). The Receiver and Seller will be free, at any time after the Employee Notice is given, to terminate the leases with respect to any non-Retained Employees. On the Closing Date, Purchaser Receiver and Seller shall extend to each Business Employee set forth on Schedule 6.3(a) (terminate the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellersleases with respect to, and which Sellers have had an opportunity obtain the release from employment of, the Retained Employees in order for Buyer to comment on, providing for a position that is materially hire and employ the same as such employee’s position immediately prior to Retained Employees on the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred EmployeesDate.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.

Employee Matters. (a) At least 15 Business Days Unless in connection with the transactions contemplated by this Agreement a Person employed by a Seller transfers automatically to the Purchaser under applicable Law, the Purchaser (or one of its Affiliates) shall, effective as of the Closing Date (if permitted by applicable Law, otherwise as soon as possible after the Closing Date), offer employment to each Transferred Employee (other than those employed by a Transferred Subsidiary) and/or accept the transfer of his or her employment contract or agreement. Each Transferred Employee (i) who is employed by a Transferred Subsidiary, (ii) (x) whose employment is automatically transferred to the Purchaser under applicable Law and (y) who does not object to such automatic transfer in accordance with applicable Law (provided that applicable Law gives such Transferred Employee such right to object), or (iii) who accepts an offer of employment by the Purchaser (or one of its Affiliates) and commences work for the Purchaser (or one of its Affiliates) on the Closing Date, shall become an employee of the Purchaser (or one of its Affiliates (including the Transferred Subsidiaries)) on the Closing Date (or any later date required by Law) and is referred to herein as a “Hired Employee.” For a minimum of one year following the Closing Date or any longer period required by applicable Law, the Purchaser shall (i) pay the same cash compensation payable by the applicable Seller or Transferred Subsidiary to such Hired Employee as of immediately prior to the Closing Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a(ii) (maintain the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers same employee benefits delivered by the date that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer applicable Seller or Transferred Subsidiary to such Hired Employee as of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing Date, and (including level of responsibility, primary location of employment iii) maintain Hired Employees’ positions and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept working conditions applicable to each such Transfer Offers and begin employment with Purchaser Hired Employee as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe immediately prior to the Closing Date Date. The Purchaser and its Affiliates shall recognize all service of such Hired Employees at the applicable Seller or Transferred Subsidiary as if such service had been performed for the Purchaser and its Affiliates; provided that such recognition of service will not operate to duplicate any benefits with respect to whether each such offer has been accepted or rejectedany Hired Employee. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by The Purchaser or its applicable Affiliate of each Transferred Employee immediately shall, for at least 90 days following the ClosingClosing Date, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred not terminate any Hired Employee previously employed by Sellers shall cease to be an employee of each Sellersother than “for cause.”

Employee Matters. (ai) At least 15 Business Days prior From and after the Effective Time, the Surviving Corporation shall honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time (without giving effect to any amendments thereto after the Effective Time except if consented to by the affected party). Notwithstanding any other provision of this Agreement to the Closing Datecontrary, Purchaser (A) the Surviving Corporation shall extend to provide each Business Employee set forth on Schedule 6.3(a) current and former employee of the Company and its Subsidiaries other than such employees covered by collective bargaining agreements (the “Scheduled Company Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by whose employment terminates during the date that is 15 days one-year period following the date hereof Effective Time with severance benefits at the levels and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer pursuant to the terms of employment reviewed by Sellers, the Company’s severance plans and which Sellers have had an opportunity to comment on, providing for a position that is materially the same policies as such employee’s position in effect immediately prior to the Closing Effective Time (including level it being understood that Company Employees whose severance benefits are otherwise addressed in Section 5.5(b)(iv) of responsibilitythe Company Disclosure Schedule will be governed thereby), primary location and (B) during such one-year period following the Effective Time, severance benefits offered to Company Employees shall be determined without taking into account any reduction after the Effective Time in compensation paid to Company Employees. Except as provided in the last sentence of employment and authoritythis Section 5.5(b)(i) on the terms set forth or in Section 5.5(b)(iv) or (v), nothing contained in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein Agreement shall be construed as a representation requiring the Surviving Corporation to establish, maintain or guarantee by continue any Seller specific plans. Furthermore, except as provided in the last sentence of this Section 5.5(b)(i) or in Section 5.5(b)(iv) or (v), no provision of this Agreement shall be construed as prohibiting or limiting the ability of the Surviving Corporation to amend, modify or terminate, any plans, programs, policies, arrangements, agreements or understandings of the Surviving Corporation or the Company. Without limiting the scope of Section 8.10, nothing herein shall confer any rights or remedies of any kind or description upon any current or former employee of the Company and its Subsidiaries or any of other Person other than the ESOP, the Company and their respective Affiliates successors and assigns; provided, however, that any or all Scheduled Employees employed the last sentence of this Section 5.5(b)(i) shall be enforceable by Sellers will accept and on behalf of the Transfer Offerbeneficiaries of the Company’s Transitional Compensation Plan, or that any Transferred Employee will continue as in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closingdate hereof (the “Transitional Compensation Plan”), each Transferred Employee previously employed by Sellers and their respective successors and assigns. Notwithstanding anything to the contrary contained in this Agreement, the Surviving Corporation shall cease honor, fulfill and discharge the Company’s obligations under the Transitional Compensation Plan, without any amendment or change that is adverse to be an employee any beneficiary of each Sellerssuch Transitional Compensation Plan.

Employee Matters. (a) At least 15 Business Days prior to During the period commencing at the Closing Dateand ending on the date which is six (6) months from the Closing (or if earlier, Purchaser the date of the employee’s termination of employment with any Heartland Company), Buyer shall extend and shall cause the Heartland Companies to provide (or cause their Affiliates to provide) each Business Employee set forth on Schedule 6.3(a) employee who remains employed immediately after the Closing (the “Scheduled EmployeesHeartland Company Continuing Employee”) (which Schedule 6.3(a) Purchaser shall provide with employee benefit plans, agreements and arrangements and customary programs and policies for the benefit of each Heartland Company Continuing Employee that are, in the aggregate, reasonably comparable to Sellers by the date those plans, agreements, programs and policies that is 15 days following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity are in effect with respect to comment on, providing for a position that is materially the same as such employee’s position Heartland Company Continuing Employees immediately prior to the Closing, or that are provided to similarly situated employees of Buyer as they may be in effect from time to time (“Buyer Plans”). (b) With respect to any Buyer Plans in which any Heartland Company Continuing Employees will participate effective as of the Closing, Buyer shall, or shall cause the Heartland Companies to, recognize all service of the Heartland Company Continuing Employees with the Heartland Companies, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Plan in which such Heartland Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (including level x) such recognition would result in a duplication of responsibilitybenefits, primary location or (y) such service was not recognized under the corresponding Benefit Plan. (c) This Section 6.08 shall be binding upon and inure solely to the benefit of employment each of the parties to this Agreement, and authority) on nothing in this Section 6.08, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.08. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, 6.08 shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin not create any right in any employee or any other Person to any continued employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller Heartland Companies, Buyer or any of their respective Affiliates that or compensation or benefits of any nature or all Scheduled Employees employed by Sellers kind whatsoever. Nothing contained in this Section 6.08 or any other provision of this Agreement, express or implied, will accept be construed to interfere with or restrict in any way the Transfer Offerrights of Buyer, which rights are hereby expressly reserved, to discharge or terminate the services of any Heartland Company Continuing Employee at any time for any reason whatsoever, with or without cause, or that create a contract of employment with, or for the benefit of, any Transferred Employee will continue in employment with Purchaser following the Closing for employee, or change any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior employee’s status as an employee at will, to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellersextent applicable.

Employee Matters. (a) At least 15 Business Days Buyer shall offer employment to all Seller Employees at no less than the salary or hourly rate then in effect and otherwise on terms comparable to those which they currently enjoy in terms of benefits and incentives, as applicable. Buyer shall continue the employment of Seller Employees pursuant to this Section for the applicable period set forth on Exhibit 12(a) hereto. In the event Buyer terminates the employment of a Seller Employee prior to the Closing Dateexpiration of the noted time period, Purchaser Buyer may discharge its obligations under this Section by paying to the employee a lump sum severance equal to the amount which would have been earned during the remainder of the time period identified on said Exhibit. No payment shall extend be due under this Section with respect to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers an employee whose termination of employment stems from death, total and permanent disability, retirement, voluntary termination by the date employee or termination by Buyer for cause. For these purposes, termination for “cause” shall mean (1) the willful misconduct of such employee that results in material injury to Buyer or the Business or (2) the employee’s willful and continued failure substantially to perform the employee’s duties to Buyer after a written demand for substantial performance has been delivered to the employee by the employee’s supervisor, which specifically identifies the manner in which it is 15 days believed that the employee has not substantially performed his or her duties. In addition, an employee that voluntarily terminates employment for “good reason,” shall be deemed to have been terminated by Buyer. For these purposes, an employee shall be deemed to have “good reason” following the date hereof and which Schedule 6.3(a) shall include at least 900 Business Employees(1) a written offer relocation of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s work location to a location that is not within a reasonable commuting distance from the employee’s current residence, or (2) the re-assignment of such employee to a position other than another position involving the performance of substantially the same duties, responsibilities and compensation as immediately prior to before the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred EmployeesDate.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, and Sellers shall reasonably cooperate in connection therewith. Effective as of the Closing, each Transferred Employee previously employed by Sellers shall cease to be an employee of each Sellers.