Common use of Employment Matters Clause in Contracts

Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.

Employment Matters. (a) The Surviving Company Purchaser shall offer employment have the right to hire any and all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company employees of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any Business as of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither From and after the Surviving Company nor Parent date of this Agreement, Seller shall have any liability assist Purchaser with respect transferring the employees of the Business to any current or former Business Employee Purchaser so that the process is completed on the Closing Date. Seller shall be responsible for providing all notices and other communications to employees of Spoonful working at Seller which may be required under the Company Worker Adjustment and Retraining Act (the "WARN Act") or any other applicable statute, law or regulation in connection with the transaction contemplated hereby. Seller shall terminate all of its Affiliates, including any Transferred Employee, arising from such employees employed by the Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality whom Purchaser shall hire effective as of the foregoingClosing Date. Seller shall pay all obligations, from and after imposed by law or otherwise, to such employees for all periods through the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, obligations for payroll, vacation time, sick time and other obligations in connection with such employees. Seller shall assist Purchaser in continuing the consummation Employee Benefit Plans. Purchaser shall assume all the obligations and liabilities whatsoever in respect of severance, accrued vacation or sick leave, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, FMLA (as hereinafter defined), COBRA (as hereinafter defined) or any other employee or other benefit liabilities in respect of any employees in the transactions contemplated by this Agreement); (ii) the participation Business or in or accrual respect of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and Plans (iii) accrued but unpaid salariesas hereinafter defined), wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitationlimitation any contribution, deferred compensation) relating tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Furtherthe Pension Benefit Guaranty Corporation (the "PBGC"), SBEEG and Spoonfulliability under Section 412 of the Internal Revenue Code of 1986, as applicableamended (the "Code") or Section 302(a)(2) of the Employee Retirement Income Security Act of 1974, shall remain responsible for the payment of any and all retention, change in control, severance as amended ("ERISA") or other similar compensation liability or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation expense of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulSeller.

Employment Matters. (a) The Corixa agrees that all employees of Coulxxx xxx continue employment with Corixa or the Surviving Company Corporation after the Effective Time (the "Continuing Employees") shall offer employment be eligible to all Business Employees who are employed by Spoonful (or, i) continue to participate in the case Corixa or Surviving Corporation's health, vacation and other non-equity based employee benefit plans; provided, however, that (A) nothing in this Section 5.15 or elsewhere in this Agreement shall limit the right of independent contractorsCorixa or the Surviving Corporation to amend or terminate any such health, offer vacation or other employee benefit plan at any time, and (B) if Corixa or the Surviving Corporation terminates any such health, vacation or other employee benefit plan, then, (1) subject to continue to engage such independent contractors any necessary transition period, each Continuing Employee (as defined below) who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business plan participated in such plan shall be eligible to participate in Corixa's health, vacation and other non-equity based employee benefit plans, to substantially the same extent as employees of Corixa in similar positions and at similar grade levels, (2) Corixa shall credit each such Continuing Employee’s employment 's service with Coulxxx, xx the same extent as such service was credited under the similar employee benefit plans of Coulxxx xxxediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting (but not benefit accrual) under, and for purposes of calculating the benefits under, such employee benefit plan of Corixa, and (3) to the extent permitted or engagement required by such employee benefit plan of Corixa and applicable law, Corixa shall waive any pre-existing condition limitations, waiting periods or similar limitations under such employee benefit plan of Corixa and shall provide each such Continuing Employee with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible credit for any co-payments previously made and all Liabilities in respect of the Business Employees any deductibles previously satisfied, and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject Corixa's equity-based plans to the first sentence same extent as similarly situated employees of Corixa. Nothing in this section, nothing Section 5.15 or elsewhere in this Agreement shall obligate Parent be construed to create a right in any employee to employment with Corixa or the Surviving Company Corporation and, subject to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase other binding agreement between an employee and Corixa or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretionCorporation, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any employment with each Continuing Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful"at will" employment.

Employment Matters. (a) The Surviving Company shall offer Buyer will consider its employment needs, and Buyer will, or will cause its affiliates to, make good faith offers of employment prior to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date to certain of Seller’s employees currently employed at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the Facilities. Offers of employment to any such employee will be contingent upon such employee’s meeting the conditions of employment as are given to other similarly-situated applicants for positions with Buyer. Buyer will, or engagement by will cause its affiliates to, take all action necessary to cause such employees who accept offers (“Accepting Employees”) to be covered under the Surviving Company employee benefit plans of Buyer or its affiliates (including without limitation severance plans) and fringe benefit arrangements (and to have salary levels), in each case effective as of the Transferred EmployeesEffective Date, any claims on the same basis as those provided to Buyer’s or rights the Companyits affiliates’ employees in comparable positions. Buyer will, SBEEG or Spoonful may have against the Surviving Company or Parentwill cause its affiliates to, any take all action necessary to give Accepting Employees credit for their period of their respective Affiliates employment recognized by Seller or any such Transferred affiliate thereof for purposes of its comparable employee benefit plan in determining the amount of benefits under any applicable vacation, short-term disability, or severance plan, and for purposes of recognized company service. Buyer represents and warrants that there will be no preexisting condition limitations applicable to Accepting Employees under any non-competitiongroup health plan of Buyer or its affiliates. Except as set forth in this Article 4, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent Buyer shall have any liability relating no obligation to employ or arising out of the offer employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business EmployeeSeller’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closingemployees. Without limiting the generality of Notwithstanding the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent Buyer or its affiliates to maintain any benefit plan, and to the Surviving Company extent permitted by law, Buyer and its affiliates shall have the ability to retain revise, modify, amend or terminate any Transferred Employee benefit plan, policy or practice in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee sole discretion at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretiontimes; provided, change or eliminate any of the planshowever, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plansuch revisions, including modification, amendment, termination or failure to maintain shall not discriminate against any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulAccepting Employees.

Employment Matters. (a) The Surviving Company At all times prior to the Closing Date, the Sellers shall provide the Buyer with all information reasonably requested by the Buyer about the employees engaged in the development, use, operation or maintenance of the Purchased Assets in order for the Buyer to decide whom it will offer employment. No later than twenty (20) Business Days after the date of this Agreement, the Buyer shall identify and provide to the Sellers a written list of such individuals to whom the Buyer will offer employment to all Business Employees who are employed by Spoonful (or, in the case effective as of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing(the “Identified Employees”). The Company and SBEEG hereby consents, and Sellers shall cause Spoonful use their reasonable best efforts to consent, assist the Buyer in its efforts to hire the hiring Identified Employees effective as of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither Except as otherwise provided in this Section 5.3, all offers by the Surviving Company nor Parent Buyer shall have any liability with respect to any current or former Business Employee of Spoonful working at be on terms and conditions as the Company or any of Buyer in its Affiliatessole discretion shall determine; provided, including any Transferred Employee, arising from that such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful terms shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of include (i) a base salary no less than the employment or engagement or base salary being paid by the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure Sellers immediately prior to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) an opportunity to earn a performance bonus in respect of the 2009 calendar year on substantially the terms provided in the Sellers’ Performance Bonus Plan, in each case as set forth in Section 5.3(a) of the Disclosure Schedule. Except as otherwise expressly provided in this Agreement, the Buyer shall not have any Liability or responsibility for, and the Sellers shall have sole Liability and responsibility for, any and all severance pay and other employment termination obligations for the Sellers’ employees regardless of whether such employees become employees of the Buyer; provided, (i) that the Buyer will agree with each Transferred Employee that in the event such Transferred Employee is terminated by the Buyer without cause at any time prior to December 31, 2010, such Transferred Employee will be entitled to receive from the Buyer the amount to which they would be entitled under the severance plan and policies of the Sellers as in effect on the date hereof as set forth in Section 5.3(a) of the Disclosure Schedule (and the Buyer shall be solely responsible for the payment of such amounts without reimbursement from the Sellers), (ii) the Buyer will not hire any Identified Employee who declines an offer of employment from the Buyer pursuant to this Section 5.3(a) and is subsequently terminated by the Sellers until the expiration of the period, if any, for which severance amounts are payable to such Identified Employee in accordance with the severance plan and policies of the Sellers as in effect on the date hereof and (iii) the Buyer shall pay each Transferred Employee who remains employed by the Buyer through December 31, 2009 the performance bonus earned by such Transferred Employee in an amount they would be entitled to receive in respect of the 2009 calendar year if they remained the Sellers’ employees under the Sellers’ Performance Bonus Plan as set forth in Section 5.3(a) of the Disclosure Schedule; provided, that (A) the Purchase Price shall be reduced by an amount equal to the Sellers’ pro rata share of such bonus based on the number of days in 2009 during which the Transferred Employee was an employee of the Sellers (the maximum possible amount of such reduction, the “Outside Bonus Amount”) and (B) the Buyer shall (1) hold back from the consideration to be paid to the Sellers at the Surviving Company’s sole discretionClosing and retain, change for its own account and as general assets free of any pledge, lien, claim or eliminate any other legal or equitable interest of the plansSellers other than as set forth in the immediately following clause (B)(2), policies or arrangements an amount equal to the Outside Bonus Amount and (2) promptly after payment of the Surviving Company applicable such bonuses to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference pay to the date an employee’s employment began Sellers the excess (if any) of the Outside Bonus Amount over the amount of all such bonuses actually paid by the Buyer and attributable to the Sellers’ pro rata share of such bonuses. Nothing herein shall be determined based upon construed to prevent the Buyer from terminating the employment of any employee of the Buyer at any time after the Closing Date for any reason (or no reason). At or prior to Closing, the Sellers shall pay each Transferring Employees original employment date with Transferred Employee the Company or Spoonfulamount such person would receive under the Sellers’ Long Term Retention Bonus Plan if such person remained an employee of the Sellers from Closing until December 31, 2012.

Employment Matters. (a) The Surviving Company Buyer and Seller have agreed that Seller shall offer employment to be solely responsible for all Business Employees who are employed by Spoonful (or, in the case liabilities or obligations of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, any kind with respect to the employment Employees for matters occurring on or engagement by prior to the Surviving Company of the Transferred EmployeesClosing Date, including but not limited to any claims by any Employees related to their employment by Seller or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before of their employment by Seller prior to and as of the Closing Date Effective Time of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoingforegoing sentence, Seller shall be solely responsible for the following matters related to Seller’s employment of the Employees and the termination of such employment: except as provided in Section 8.6(i) hereof, any required compliance before Closing with WARN; any required compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for qualifying events (as defined in Code section 4980B) occurring on or prior to the Effective Time of Closing; and all alleged and actual obligations and claims arising from or relating to any employment agreement, collective bargaining agreement or Employee Benefit Plans, any grievances, arbitrations or unfair labor practice charges and relating to compliance with any applicable state or federal labor or employment law (including but not limited to all laws pertaining to discrimination, workers’ compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, hours or employee benefits) for events occurring on or prior to the Effective Time of Closing. Except as specifically set forth in Sections 8.6(c) and 8.6(d) below, Buyer shall not be obligated under and hereby specifically disclaims any assumption or liability with respect to any collective bargaining agreement, employment contract or Employee Benefit Plan to which Seller is a party or under which any of the Employees are covered. Buyer and Seller have agreed that Buyer shall be solely responsible for all liabilities or obligations of any kind with respect to Continuing Employees for matters occurring after the Closing Date, Spoonful shall retain liability and remain responsible for including but not limited to any and all Liabilities in respect of the Business claims by any Continuing Employees and related to their beneficiaries and dependents relating employment by Buyer or to or arising in connection with or as a result of (i) the employment or engagement or the termination of their employment by Buyer after the Effective Time of Closing. Without limiting the generality of the foregoing sentence, Buyer shall be solely responsible for the following matters related to Buyer’s employment of Continuing Employees and the termination of such employment: except as provided in Section 8.6(i) hereof, any required compliance after Closing with WARN; any required compliance with COBRA for qualifying events (as defined in Code section 4980B) occurring after the Effective Time of Closing; and all alleged and actual obligations and claims arising from or engagement relating to any employment agreement, collective bargaining agreement or Employee Benefit Plans, any grievances, arbitrations or unfair labor practice charges and relating to compliance with any applicable state or federal labor or employment law (including but not limited to all laws pertaining to discrimination, workers’ compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, hours or employee benefits) for events occurring after the Effective Time of Closing. Seller agrees to terminate, as of the Effective Time of Closing, the employment of any such Business Employee by Spoonful or of its Employees to whom it does not intend to offer employment in its other operations. Except as specifically provided in Section 8.6(d) hereof, Seller agrees to satisfy all compensation, severance pay, vacation pay, sick pay and other obligations under applicable Law with respect to its Employees, including any of their Affiliates (including, without limitation, in connection obligation to bargain with the consummation of any union representing its Employees with respect to the transactions contemplated by this Agreement), the effects thereof, and, if required, the decision to enter into this Agreement. Except to the extent specifically set forth in Sections 8.6(c) and 8.6(d) below, Buyer shall have no liability or obligation with respect to the Employees. Buyer agrees to offer employment, as of the Effective Time of Closing, to all persons who are actively employed by Seller immediately prior to the Effective Time of Closing, and to all inactive Employees who are receiving disability or worker’s compensation benefits as of the date such Employee is eligible to return to work; provided, however, that no such Employee shall be offered employment under this provision after six months following the Closing Date and Buyer shall not be required, at Closing or any time thereafter, to offer employment to former employees of Seller who have been laid off by Seller prior to the Effective Time of Closing. Buyer agrees that the offers of employment shall be at wage rates that are at least comparable to Seller’s wage rates in effect on the Closing Date. (iii) With respect to each Continuing Employee, Buyer agrees to offer vacation benefits and sick day and personal day policies to such Continuing Employee that are consistent with those currently offered by Seller, and to recognize such Continuing Employee’s service with Seller for purposes of such policies. Buyer and Seller agree that the participation Initial Statement of Adjusted Working Capital and Final Statement of Adjusted Working Capital shall include accruals for vacation pay, sick days and personal days in or accrual of benefits or compensation under, or accordance with the failure Special Accounting Principles. Buyer agrees that Continuing Employees shall be eligible to participate in or a defined contribution plan that is qualified under Sections 401(a) and 401(k) of the Code and shall recognize, for purposes of eligibility to accrue compensation or benefits underparticipate and vesting purposes, or service with the operation Seller and administration ofAffiliates of the Seller prior to the Closing Date to the extent that such service is recognized under Seller’s Plan. Seller agrees to cause Seller’s Plan to be amended to fully vest each Continuing Employee in his account balances under Seller’s Plan. Subject to the conditions prescribed by the following sentence, Buyer agrees that the Buyer’s Plan will accept rollovers in the form of cash and any outstanding loan (provided that such loan is in good standing as of the date of the rollover) from the Seller’s Plan on behalf of each Continuing Employee Benefit Plan; who directs that a rollover be made. The Buyer’s Plan shall not be required to accept a rollover contribution in accordance with the preceding sentence unless the administrator of the Seller’s Plan certifies with respect to such rollover that (A) the Seller’s Plan has received a favorable determination letter from the Internal Revenue Service covering the Tax Reform Act of 1986, (B) the distribution from the Seller’s Plan is an "eligible rollover distribution" as defined under Section 402(c)(4) of the Code, (C) no part of the distribution from the Seller’s Plan to be rolled over is considered a return of employee after-Tax contributions, (D) the distribution from the Seller’s Plan is not part of a series of periodic payments and (iiiE) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items the distribution is not a "required minimum payment" under Section 401(a)(9) of the Code. Buyer agrees to provide welfare benefit plans (including, without limitation, deferred compensationas defined in Section 3(1) relating of ERISA) (the "Buyer’s Welfare Plans") that provide benefits to Continuing Employees that are at least substantially equivalent to such individual’s engagement with Spoonful or its Affiliates on or before Closingbenefits provided to similarly situated employees of Buyer immediately prior to the Closing Date. FurtherWith respect to such Continuing Employees, SBEEG and Spoonfuland, as applicable, their beneficiaries and dependents, Buyer’s Welfare Plans shall remain responsible not include a waiting or eligibility period or a preexisting condition restriction or limitation (provided that any preexisting condition restriction or limitation under Seller’s corresponding welfare benefit plans has been satisfied subject in all respects to the provision of the Health Insurance Portability and Accountability Act of 1996). To the extent that such Continuing Employees or their dependents or beneficiaries have satisfied any deductibles of the Seller’s Welfare Plans for the year that includes the Closing Date, such amounts will be credited toward the satisfaction of any such requirements under Buyer’s Welfare Plans. Buyer agrees to adopt, with respect to the Continuing Employees only, a severance benefit plan that provides benefits that are identical in form and amount to Seller’s severance benefit program listed on Exhibit 3.13 attached hereto (provided that Buyer’s plan shall provide benefits only to Continuing Employees terminated on or before December 31, 2001), and agrees to keep such severance benefit program in effect until at least December 31, 2001. Subject to Section 8.10 below, Buyer agrees to pay (at Buyer’s sole cost and expense) severance pay and other benefits to Continuing Employees terminated on or before December 31, 2001, under such severance benefit program, in accordance with the terms of such program, and Buyer will recognize service with the Seller and its Affiliates before the Effective Time of Closing for purposes of the payment of any severance pay. Seller agrees that it will perform its obligations, if any, under the Non-Compete and Confidentiality Agreements listed on Exhibit 3.13 attached hereto, in accordance with the terms of such agreements in effect as of the Effective Time of Closing; provided, however, that Buyer agrees to reasonably assist Seller with Seller’s efforts to mitigate its liabilities and obligations under such agreements. Buyer agrees to be solely responsible for, and to indemnify and hold Seller harmless from, all retentionliabilities and obligations, change in controlincluding attorneys’ fees, under WARN or any other Law requiring notice prior to termination of employment or the payment of severance or other similar compensation pay, wages or benefits which are as a result of or may become payable under an Employee Benefit Plan in connection with the consummation of respect to (i) the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent and (ii) layoffs, employment terminations or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase other employment related actions or decrease) and/or the title and duties of any Transferred Employee at any time on or omissions occurring after the Closing Date and (ii) at the Surviving Company’s sole discretion, change whether such actions alone or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date in conjunction with the Company employment related actions by the Seller before Closing give rise to such liabilities or Spoonfulobligations).

Employment Matters. (a) The Surviving Company Immediately after the Closing, each of the Companies and their Subsidiaries shall offer employment continue to employ all Business Employees individuals who are employed by Spoonful (or, in employees of any of the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) Companies or their Subsidiaries on the Closing Date Date, including employees not actively at a salary work due to injury, vacation, military duty, disability or wage other leave of absence (the “Affected Employees”). Until the first anniversary of the Closing Date, Buyer shall provide employee benefits and commission and bonus opportunity at least comparable compensation to Affected Employees that are no less favorable in effect the aggregate than those provided to such persons immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving whether arising under a Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company Plan or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful plan sponsored by Seller or any of its Affiliates on (other than the Companies and their Subsidiaries); provided, however, that Buyer shall not be obligated to provide for equity awards or before Closinggrants, and equity awards or grants or awards made pursuant to the Cendant Corporation 2003 Long Term Incentive Plan prior to the Closing Date shall not be taken into account in determining the compensation and benefits of Affected Employees. Without limiting the generality Periods of employment with any of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and Companies or their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates Subsidiaries (including, without limitation, in connection with the consummation any current or former Affiliate of the transactions contemplated by this AgreementCompanies or any predecessor, to the extent previously recognized under the Company Plans); (ii) the participation in or accrual , shall be taken into account for purposes of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonfuldetermining, as applicable, shall remain responsible the eligibility for the payment participation and vesting of any employee under all employee benefit plans offered by Buyer or a Subsidiary of Buyer to the Affected Employees, including vacation plans or arrangements, 401(k) or other retirement savings plans and all retention, change in control, any severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreementwelfare plans. Subject to the first sentence of this section, nothing in this Agreement Buyer shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties waive any limitation on medical coverage of any Transferred Affected Employees due to pre-existing conditions under the applicable medical plan of Buyer or a Subsidiary of Buyer to the extent such limitation did not apply to the Affected Employee at under the medical employee benefit plan of any time of the Companies or their Subsidiaries or their Affiliates that covered the Affected Employee on or after the Closing Date Date, and (ii) at credit each Affected Employee with all deductible payments and co-payments paid by such employee under the Surviving Company’s sole discretion, change or eliminate any medical employee benefit plan of the plans, policies Companies or arrangements of the Surviving Company applicable their Affiliates prior to the Transferred Employees. Notwithstanding Closing Date during the foregoing, Parent acknowledges year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and agrees that whether he or she has reached the out-of-pocket maximum under any Employee Benefit Plan, including any vacation plan, which provides medical plan of Buyer or a Subsidiary of Buyer for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulsuch year.

Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on From the Closing Date at until the one-year anniversary of Closing (or until the earlier termination of employment of the applicable Company Employee), Parent shall, or shall cause the Surviving Corporation or its Affiliates to, provide to the Company Employees: (i) a base salary or wage and commission and bonus opportunity at least comparable base rate of pay no less favorable than each such Company Employee’s base salary or base rate of pay provided to that such Company Employee immediately prior to the Closing; (ii) target annual cash compensation opportunities (excluding any long-term cash compensation opportunity) no less favorable than each such Company Employee’s target annual cash compensation opportunities in effect immediately prior to the Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued employee benefits substantially comparable in the aggregate to such benefits provided to such Company Employee immediately prior to the Closing (including severance payments and severance benefits, but unpaid salariesexcluding defined benefit pension, wagesnonqualified deferred compensation, bonusesretiree health or welfare benefits, commissionsequity or equity based compensation, and long-term incentive compensation); provided, vacation that, in no event will Parent be required to provide, or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful cause the Surviving Corporation or its Affiliates on to provide, any employee benefits which are greater than those provided to its similarly situated employees of Parent, the Surviving Corporation or before Closing. Further, SBEEG and Spoonfulits Affiliates, as applicable. Notwithstanding anything in the foregoing to the contrary, if any Company Employee terminates employment on or prior to the one-year anniversary of Closing as a result of a Qualifying Termination (as defined in the DJO Global Severance Pay Plan, such Company Employee shall remain responsible for be entitled to (and Parent shall cause the payment of any and all retention, change in control, Surviving Corporation and/or its Affiliates to provide) the severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation as set forth on Section 6.2(a) of the transactions contemplated by this Agreement. Subject Company Disclosure Schedule (the “Company Severance Plan”), subject to the first sentence terms and conditions set forth in the Company Severance Plan and the applicable Company Employee’s timely execution and non-revocation of this sectiona general release of claims in a form to be approved by Parent; provided, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to severance payment or benefit under the date an employee’s employment began Company Severance Plan shall be determined based upon each Transferring Employees original employment date (A) without regard to the requirement set forth in Section 4 of the DJO Global Severance Play Plan providing that employees must be employed for one year or more with the Company to be eligible to receive any severance; and (B) taking into account such Company Employee’s additional service time with Parent, the Surviving Corporation or Spoonfultheir respective Affiliates after the Closing. Parent shall, or shall cause the Surviving Corporation and its Affiliates to, maintain the Company Severance Plan without any amendment, modification or alteration thereto until the date that is the one-year anniversary of Closing.

Employment Matters. (a) The Surviving Company Prior to Closing, Seller shall offer employment from time to all Business Employees who are employed time provide to Purchaser, to the extent permitted by Spoonful applicable Law, an updated Employee Census (or, but in the case of independent contractors, offer no event shall an updated Employee Census be provided more than two (2) times prior to continue Closing as long as an updated Employee Census is provided reasonably close to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at allowing reasonably sufficient time for Purchaser to review), that includes the names of the employees that are primarily involved in the Business (which, for the avoidance of doubt, unless otherwise agreed upon by Seller and Purchaser, shall not include employees of Seller or any of its Subsidiaries or Affiliates that hold positions serving primarily executive or general and administrative functions that are not exclusive to the Business); provided that any Employee Census delivered to Purchaser pursuant to this Section 8.02(a) shall include the Acquired Company that employs such employee, location of employment (city and country), country through which such employee’s payroll is run, status as active or inactive (including layoff status), current annual/hourly rate of salary and target annual bonus/commission, accrued but unused sick and vacation leave or paid time off, whether such employee is a salary temporary employee, whether such employee is an expatriate, whether such employee is full time or wage part time, date of hire, length of service, job title, group and commission function, and bonus opportunity at least comparable business unit (provided that the foregoing information may be adjusted or deleted by Seller to that the extent consistent with local Law requirements or practices or to the extent such information is inapplicable to employees in effect immediately prior to Closinga jurisdiction). The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, Parties acknowledge and agree that neither Seller shall use commercially reasonable efforts to maintain the Surviving Company nor Parent shall have any liability relating to or arising out accuracy of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its AffiliatesCensus, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of employee terminations, transfers (i) the employment or engagement within Seller or the termination Acquired Companies), new hires; provided that the Employee Census shall not be deemed inaccurate for purposes of this Agreement due to inadvertent errors or omissions of non-executive employees which do not, in the aggregate, exceed a de minimis amount, so long as Seller corrects such errors or omissions within a reasonable time after discovery thereof. Purchaser shall use commercially reasonable efforts to cause each employee of the Acquired Companies immediately prior to the Closing to continue in employment or engagement of any such Business Employee by Spoonful or any of their with Purchaser and its Affiliates (includingincluding the Acquired Companies) immediately following the Closing (such employees, the “Continuing Employees”). Following the Closing, Purchaser shall honor and perform in accordance with their terms all Plans, including without limitation, all employment, severance, bonus, transaction incentive and other compensation agreements. Prior to the Closing and no later than the deadline set forth in connection any Plan, the Company shall use commercially reasonable efforts to deliver any and all notices required under any Plan to the Continuing Employees with the consummation of respect to the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.

Employment Matters. (a) The Acquiror agrees that all employees of Target who continue employment with Acquiror or the Surviving Company Corporation after the Effective Time (the "Continuing Employees") shall offer employment be eligible to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to i) continue to engage participate in -------------------- the Acquiror or Surviving Corporation's (as determined by Acquiror) health, vacation and other non-equity based employee benefit plans; provided, however, that (A) nothing in this Section 5.15 or elsewhere in this Agreement shall limit the right of Acquiror or the Surviving Corporation to amend or terminate any such independent contractors health, vacation or other employee benefit plan at any time, and (B) if Acquiror or the Surviving Corporation amends or terminates any such health, vacation or other employee benefit plan, then, (1) subject to any necessary transition period, each Continuing Employee who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business plan participated in such plan shall be eligible to participate in Acquiror's health, vacation and other non-equity based employee benefit plans, to substantially the same extent as employees of Acquiror in similar positions and at similar grade levels, (2) to the extent permitted by such plan, Acquiror shall credit each such Continuing Employee’s employment 's service with Target, to the same extent as such service was credited under the similar employee benefit plans of Target immediately prior to the Effective Time, for purposes of determining eligibility to participate in such employee benefit plan of Acquiror, and (3) to the extent permitted or engagement required by such employee benefit plan of Acquiror and applicable law, Acquiror shall waive any pre- existing condition limitations, waiting periods or similar limitations under such employee benefit plan of Acquiror and shall provide each such Continuing Employee with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible credit for any co-payments previously made and all Liabilities in respect of the Business Employees any deductibles previously satisfied, and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject Acquiror's equity-based plans to the first sentence same extent as similarly situated employees of Acquiror. Nothing in this section, nothing Section 5.15 or elsewhere in this Agreement shall obligate Parent be construed to create a right in any employee to employment with Acquiror or the Surviving Company Corporation and, subject to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase other binding agreement between an employee and Acquiror or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretionCorporation, change or eliminate any the employment with each Continuing Employee shall be "at will" employment. Acquiror shall review the health, vacation and other employee benefit plans of the plans, policies or arrangements of the Surviving Company applicable Target prior to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined Effective Time in connection with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulits obligations under this Section 5.15(a).

Employment Matters. (a) The Surviving Company Because all Hotel employees will be Select employees, the termination of this Agreement may result in a termination of their employment with Select; provided, however, that Select, upon obtaining express written approval from Owner, may make offers of employment to any management personnel then employed at the Hotel for employment at other Hyatt Place Hotels or hotels managed or operated by Select or its Affiliates. If Owner does not provide approval pursuant to this Section 15.1, Owner shall offer make or cause a new manager to make offers of employment to all Business Employees who such management personnel. Select agrees that, immediately upon receiving notice of termination of this Agreement from Owner, Select will take whatever steps are employed by Spoonful necessary, if any, to comply with the WARN Act. In the event (or, in i) Owner gives Select less than 75 (seventy-five) days notice of the case effective date of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consentstermination of this Agreement, and shall cause Spoonful (ii) Owner is terminating this Agreement for some reason other than Select’s breach of this Agreement or Select’s Grossly Negligent Acts or Willful Misconduct, Owner agrees to consentindemnify, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company defend and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEGhold Select, and SBEEG on behalf each of SpoonfulSelect’s shareholders, acknowledge officers, directors, employees and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out agents, completely free and harmless of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect manner of the Business Employees and their beneficiaries and dependents relating to liability, claim, loss, damage or arising in connection with expense of any kind or as a result of (i) the employment or engagement or the nature concerning Hotel employees that arise from Owner’s termination of employment or engagement of any such Business Employee by Spoonful or any this Agreement (notwithstanding the continuation of their Affiliates (employment at the Hotel as employees of Owner or a Successor Manager), including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of accrued payroll, accrued benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation such as vacation pay and administration ofsick days, any Employee Benefit Plan; multi employer withdrawal liability, and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation any liabilities or sick pay or obligations under WARN and other compensation or payroll items (including, without limitation, deferred compensation) relating requirements applicable to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation termination of the transactions contemplated by this Agreement. Subject employment (including severance obligations only to the first sentence extent any severance payments are made consistent with Select’s standard employment policies and such employees are not rehired by Owner or new manager) and other employment liabilities up to and including the date of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time periodtermination of such employee as a Select employee. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable Notwithstanding anything contained herein to the Transferred Employeescontrary, Owner shall not be obligated to make any severance payments for employees rehired by Owner or new manager. Notwithstanding Owner shall take reasonable steps to prevent Select from incurring any foreseeable losses under the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined WARN Act with reference respect to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulHotel employees.

Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company is in compliance with all applicable foreign, federal, state and SBEEG hereby consentslocal Laws, rules, regulations, and shall cause Spoonful to consentordinances respecting employment, to the hiring employment practices, terms and conditions of the Transferred Employees employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of Spoonful working at the Company by the Surviving Company work, and waives in perpetuityeach case, with respect to the employment Employees: (i) has withheld and reported all amounts required by Law or engagement by the Surviving Company agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, bonuses, benefits, severance pay or any Taxes or any penalty for failure to comply with any of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEGforegoing, and SBEEG (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of Spoonfulany Governmental Authority, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to unemployment CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the termination on normal course of business and consistent with past practice). There are no actions, suits, claims, audits, investigations, or before the Closing Date of any employee of Spoonful working at the Business on administrative matters pending, threatened or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at reasonably anticipated against the Company or any of its Affiliates, including Employees relating to any Transferred Employee, arising Employee Agreement or Company Employee Plan. There are no pending or threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The Company is not party to a conciliation agreement, consent decree, or other agreement or order with any Governmental Authority with respect to employment practices. The services provided by the Company’s and its ERISA Affiliates’ Employees is terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate. Section 3.21(l) of the Disclosure Schedule lists all liabilities of the Company to any Employee, that result from the termination by the Company, Buyer or any of its subsidiaries of such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination provision of such Business Employee’s employment or engagement with the Company or Spoonful or any services, a change of its Affiliates on or before Closing. Without limiting the generality control of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation underCompany, or the failure a combination thereof. The Company does not have any material liability with respect to participate in or to accrue compensation or benefits underany misclassification of: (a) any person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or the operation and administration of, (c) any Employee Benefit Plan; and (iii) accrued but unpaid salaries, employee currently or formerly classified as exempt from overtime wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.

Employment Matters. (a) The Surviving Company Upon the Closing Date, the Acquired Companies shall offer employment continue to employ all Business Employees individuals who are employed by Spoonful (or, in the case employees of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) any Acquired Company on the Closing Date Date, including employees not actively at a work due to injury, vacation, military duty, disability or other leave of absence (the “Affected Employees“). Parent shall cause the Acquired Companies to assume, continue and honor the terms of any employment agreement with any Affected Employee. The Parent shall not, and following the Closing shall cause the Company not to, make any Parent Controlled Employee Payment. Until at least twelve months after the Closing Date, Parent shall not reduce any Affected Employee’s base salary or wage and commission and bonus opportunity at least comparable to that incentive compensation opportunity, each as in effect immediately prior to Closing. The Company and SBEEG hereby consentsthe Closing Date (provided, however, that the foregoing shall not restrict Parent’s or the Acquired Companies’ ability to choose the form of such incentive compensation opportunity), and shall cause Spoonful provide employee benefits and compensation (excluding equity-based benefits and compensation) to consentAffected Employees that are no less favorable in the aggregate (excluding, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employeesfor this purpose, any claims or rights compensation arrangements designed for the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any transactions contemplated by this Agreement) than those provided to such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating persons immediately prior to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on whether or before the Closing Datenot arising under a Company Plan. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination Periods of employment or engagement of with any such Business Employee by Spoonful or any of their Affiliates Acquired Company (including, without limitation, in connection with the consummation any current or former Affiliate of the transactions contemplated by this AgreementCompany or any predecessor, to the extent previously recognized under the Company Plans); (ii) the participation in or accrual , shall be taken into account for purposes of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonfuldetermining, as applicable, shall remain responsible the eligibility for participation, vesting and the payment calculation of benefits (including severance) of any employee under all employee benefit plans offered by Parent or an Affiliate of Parent to the Affected Employees, including vacation plans or arrangements, 401(k) or other retirement plans and all retention, change in control, any severance or other similar compensation welfare plans (but excluding for purposes of any defined benefit pension plan or benefits which are or may become payable under an Employee Benefit Plan in connection with post-employment welfare benefit plan). Parent shall cause the consummation of the transactions contemplated by this Agreement. Subject Acquired Companies to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change waive any limitation on medical coverage of Affected Employees due to pre-existing conditions under the salary (either by increase or decrease) and/or applicable medical plan of Parent to the title and duties extent such Affected Employees are currently covered under a medical employee benefit plan of any Transferred Employee at any time on Acquired Company or after the Closing Date their Affiliates and (ii) at credit each Affected Employee with all deductible payments and co-payments paid by such employee under the Surviving Company’s sole discretion, change or eliminate any medical employee benefit plan of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulits Affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any medical plan of Parent or an Affiliate of Parent for such year.

Employment Matters. (a) The Surviving Company Central hereby agrees to honor the Plans in accordance with their terms as in effect on the date hereof, to the same extent that Holdings, Allright and the Subsidiaries would be required to perform them in the event that the Merger were not consummated. This Section 5.10(a) is intended to be for the benefit of the beneficiaries of the Plans. (b) Central shall offer honor, comply with and perform all of the respective terms and all obligations of Holdings, Allright or the Subsidiaries under any severance agreement, retention agreement, employment agreement or any severance or retention provision of any employment agreement set forth on Schedule 5.10. This Section 5.10(b) is intended to all Business Employees be for the benefit of the employees party to such agreements. Central agrees to provide severance to those employees of Allright or any Subsidiary which will be terminated after the Closing Date and which do not have severance agreements or severance provisions in any employment agreements in effect with Holdings, Allright or any Subsidiary as of the Closing Date on terms not less favorable than it would provide to any of its or the Central Subsidiaries' similarly situated employees. (c) Central agrees that individuals who are employed by Spoonful (orHoldings, in Allright or the case of independent contractors, offer Subsidiaries immediately prior to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring remain employees of the Transferred Employees Surviving Corporation immediately following the Closing Date (each such employee, an "Affected Employee"); provided, however, that nothing in this Section 5.10(c) shall limit or otherwise restrict the ability of Spoonful working at the Company by the Surviving Company and waives in perpetuityCorporation to terminate, lay-off or reduce the work hours with respect to the employment of any Affected Employees following their initial continued employment following the Effective Time. (d) Central shall, or engagement shall cause the Central Subsidiaries or the Surviving Corporation to, give Affected Employees full credit, for purposes of eligibility, vesting, benefit accrual and determination of the level of benefits under any employee benefit plans or arrangements maintained by Central or the Central Subsidiaries or the Surviving Corporation, for such Affected Employees' service with Holdings, Allright or the Subsidiaries to the same extent recognized by the Surviving Company Holdings, Allright and the Subsidiaries immediately prior to the Closing Date, provided however that the Affected Employees' eligibility to participate in, and benefits under, such plans and arrangements shall otherwise be determined under the terms of such plans. (e) Central shall, or shall cause the Transferred Employees, any claims Central Subsidiaries or rights the Company, SBEEG or Spoonful may have against the Surviving Company or ParentCorporation to, any of their respective Affiliates or any such Transferred (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree welfare benefit plans that neither the Surviving Company nor Parent shall have any liability relating such employees may be eligible to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and participate in after the Closing Date, Spoonful shall retain liability other than limitations or waiting periods that are already in effect with respect to such employees and remain responsible for any and all Liabilities in respect that have not been satisfied as of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of Closing Date under any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible welfare plan maintained for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject Affected Employees immediately prior to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out- of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. (f) For a period of two years immediately following the Closing Date, the coverage and benefits provided to Affected Employees pursuant to employee benefit plans or arrangements maintained by Central or the Central Subsidiaries or the Surviving Company’s sole discretionCorporation shall be, change or eliminate any in the aggregate, not less favorable than those provided to similarly situated employees of Central and the plans, policies or arrangements of Central Subsidiaries and the Surviving Company applicable to the Transferred EmployeesCorporation. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.Section 5.11

Employment Matters. (a) The Surviving Company Immediately prior to the Closing, the Purchaser shall, or shall cause its applicable Affiliate to, extend, to each Specified Employee, an offer of employment to all Business Employees who (the “Offer Letter”) that, if accepted, would: (i) provide such Specified Employee with compensation, benefits and terms of employment (including job title) that are employed by Spoonful (or, substantially comparable in the case aggregate to the compensation, benefits and terms of independent contractorsemployment provided by the Seller (or any applicable Affiliate of the Seller) to such Specified Employee immediately prior to the Closing (excluding equity based plans, offer defined benefit pension plans, retiree medical programs and severance plans and practices); and (ii) include a consent by each Specified Employee to continue disclosure of the Specified Employee’s personnel file and transfer of such personnel file and other employment records pertaining to engage such independent contractors who are under contract Specified Employee, to perform services for the Company) Purchaser. Effective on the Closing Date at a salary Date, the Seller (or wage the applicable Affiliate of the Seller) shall accept the resignation of, and commission effective as of the Closing Date, the Purchaser will hire each such Specified Employee who accepts and bonus opportunity at least comparable to that in effect executes the Offer Letter (such employees who commence working for the Purchaser (or an Affiliate of the Purchaser) immediately prior to following the Closing, collectively the “Hired Employees”). The Company and SBEEG hereby consents, and shall cause Spoonful to consent, Seller consents to the hiring Purchaser (or an Affiliate of the Transferred Purchaser) contacting such Specified Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the desire of such employees to enter the employ of the Purchaser (or an Affiliate of the Purchaser) and the Seller shall cooperate with the efforts of the Purchaser (or an Affiliate of the Purchaser) to cause such Specified Employees to accept any offers of employment or engagement by the Surviving Company Purchaser (or an Affiliate of the Transferred EmployeesPurchaser) and to execute Offer Letters. Notwithstanding the foregoing, any claims nothing herein shall be construed as to prevent the Purchaser (or rights an Affiliate of the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of Purchaser) from terminating the employment of any Business Hired Employee up at any time after the Closing Date for any reason (or no reason), except as set forth in the Offer Letter of such Specified Employee executed by the Purchaser (or an Affiliate of the Purchaser) pursuant to Closing and with respect this Section 9.1. The Seller shall deliver to the termination Purchaser on or before the Closing Date of any employee of Spoonful working at (or as soon as reasonably practicable after the Business on or before the 45 Closing Date) all personnel files and employment records relating to the Hired Employees. Neither Hired Employees will receive credit for such employees’ period of employment with the Surviving Company nor Parent shall have Seller (or an Affiliate of the Seller) for purposes of calculating severance benefits required under any liability Legal Requirements and benefits under any vacation, entitled leave or severance plan (excluding, for the avoidance of doubt, any 401(k) plan) and the Purchaser’s Offer Letter to Hired Employees in the United States will include a provision that the Purchaser will assume the Seller’s obligation with respect to accrued but untaken vacation entitlements existing as of the Closing Date up to a maximum of 40 hours for any current Hired Employee (collectively, the “Assumed Accrued Vacation”) and the Hired Employee would consent to this in lieu of payment from the Seller for that portion of any accrued vacation entitlement; provided, however, that if a Hired Employee received severance payment in connection with this Transaction or former Business the transfer of such employee’s employment from the Seller (or an Affiliate of the Seller) to the Purchaser (or an Affiliate of the Purchaser) such Hired Employee of Spoonful working at shall not receive credit from the Company Purchaser for such employee’s employment with the Seller (or any of its Affiliates) for purposes of severance benefits; provided, including any Transferred Employeefurther, arising that a Hired Employee shall only be entitled to receive credit from the Purchaser for such Business Employeeemployee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful Seller (or any of its Affiliates on Affiliates) to the extent recognized by the Seller (or before Closingits Affiliates) under the applicable similar Seller Plan, provided that such crediting of service does not result in any duplication of benefits. Without limiting the generality Effective as of the foregoingClosing, from and after the Closing Date, Spoonful Purchaser shall retain liability and remain responsible for any and all Liabilities in assume the Seller’s obligations with respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulAssumed Accrued Vacation.

Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (orBuyer and the Seller agree that, except as specifically set forth in the case of independent contractorsthis Agreement, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring each of the Transferred Employees Seller and CTI shall be solely responsible for all liabilities or obligations of Spoonful working at the Company by the Surviving Company and waives in perpetuity, any kind with respect to the employment or engagement by the Surviving Company Seller or CTI, as the case may be, of any persons prior to the Closing (the “Employees”), including but not limited to any claims by any Employees related to their employment by the Seller or CTI or to the termination of their employment by the Seller or CTI prior to and as of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred EmployeesClosing. The Company Buyer and SBEEGeach of Seller and CTI agree that, and SBEEG on behalf of Spoonfulexcept as specifically set forth in this Agreement, acknowledge and agree that neither the Surviving Company nor Parent Buyer shall have any liability relating to be solely responsible for all liabilities or arising out of the employment obligations of any Business Employee up to Closing and kind with respect to the termination on or before the Closing Date employment by Buyer of any employee of Spoonful working at Eligible Employees after the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect Closing, including but not limited to any current claims by any Eligible Employees related to their employment by Buyer or former Business Employee to the termination of Spoonful working at their employment by the Company or any Buyer after the Closing. Prior to and through the date of its Affiliatesthe Closing, including any Transferred Employee, arising from such Business Employee’s the Seller and CTI shall be solely responsible for the matters related to the employment or engagement with Spoonful or any its Affiliates of their respective Employees or the termination of such Business Employee’s employment or engagement solely with respect to any required compliance with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) Worker Adjustment, Retraining and Notification Act of 1988 (WARN) and any applicable state Laws requiring the giving of notice of terminations, lay-offs, site closings or other comparable events and (ii) any required compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA). After the Closing, the responsibility for any required compliance with respect to WARN and COBRA relating to Eligible Employees shall be the responsibility of the Buyer. The Buyer agrees to reimburse the Seller and CTI for any liability the Seller or CTI may incur under WARN or COBRA if based on the actions or inactions of the Buyer after the Closing. Each of the Seller and CTI shall be responsible for all the matters related to the Seller’s and CTI’s employment or engagement of their respective Employees or the termination of such employment with respect to any required compliance before Closing relating to any alleged and actual obligations and claims arising from or engagement of relating to any such Business Employee by Spoonful employment agreement, collective bargaining agreement or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration ofemployee benefit plans, any Employee Benefit Plan; grievances, arbitrations or unfair labor practice charges and relating to compliance with any applicable state or federal labor or employment Law (iii) accrued including but unpaid salariesnot limited to all Laws pertaining to discrimination, workers’ compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, bonuses, commissions, incentive compensation, vacation hours or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulemployee benefits).

Employment Matters. (a) The Surviving Company shall offer Within seven days after the Execution Date, Sellers will provide Buyer with a list of employees that are associated with the Assets and that may be available to Buyer for employment to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring consideration associated with Buyer's acquisition of the Transferred Employees Assets. For a period of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and 90 days after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect Sellers, upon the specific request of the Business Employees and their beneficiaries and dependents relating Buyer, agree to reasonably cooperate with Buyer's efforts to offer employment to or arising hire any employees on the list of employees which Sellers provide to Buyer pursuant to the preceding sentence, however, Sellers will not be required to incur any out-of-pocket costs in connection with such cooperation. Buyer and its Affiliates are not obligated to hire any of the employees but will have access to the list of employees for employment consideration. The decision whether or as a result not to hire any employee on said list of (i) employees shall be at Buyer's sole discretion and on such terms and conditions designated by Buyer in its sole discretion, subject to the employment following provisions of this Section. Neither Buyer nor its Affiliates is hereby, and at no time hereafter will be, adopting, accepting, or engagement assuming any employee benefit plan or the termination collective bargaining agreement of employment Sellers or engagement their Affiliates relating to any of any such Business Employee by Spoonful their employees or any other agreement, trust, plan, fund, or other arrangement of Sellers or their Affiliates (including, without limitationbut not limited to flexible contribution plans) that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Buyer and its Affiliates shall have no liability or obligation whatsoever under any Employment Arrangement to Sellers or their Affiliates or to any employees of Sellers or their Affiliates, whether or not any of such employees are offered employment by or become employees of Buyer or any Affiliate of Buyer. Neither Buyer nor its Affiliates are obligated to replace any of the Employment Arrangements for any employees who become employees of Buyer or its Affiliates, nor are Buyer or its Affiliates obligated to provide such persons with any similar agreements, plans, or arrangements. The employee benefit plans offered by Buyer or its Affiliates to employees of Sellers or an Affiliate of Sellers who are hired by Buyer or an Affiliate of Buyer in connection with this transaction shall not recognize the consummation services of the transactions contemplated such employees for periods of employment by this Agreement); (ii) the participation in Sellers or an Affiliate of Sellers for any purpose other than accrual of vacation benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick with Buyer. Sellers shall pay or other compensation or payroll items (including, without limitation, deferred compensation) relating cause to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) be paid at the Surviving Company’s sole discretion, change time of employees' termination of employment with Sellers all vacation accrued during employment with Sellers or eliminate any an Affiliate of Sellers so that the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any employees hired by Buyer will commence employment with Buyer without a vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulbalance.

Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (No material labor dispute exists or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring Knowledge of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuityCompany, is imminent with respect to the employment or engagement by the Surviving Company any of the Transferred Employees, employees of the Company or any claims or rights Subsidiary. None of the Company, SBEEG or Spoonful may have against any Subsidiary or, to the Surviving Company or ParentCompany’s Knowledge, any of their respective Affiliates or employees is subject to any such Transferred Employees under any non-competitionnoncompete, nondisclosure, confidentiality, employment, assignment of inventions consulting or similar Contract agreements relating to, affecting or in conflict with the Transferred Employeespresent or proposed business activities of the Company or any Subsidiary. The Company and SBEEG, and SBEEG Except as set forth in Section 3.11 of the Disclosure Schedule or on behalf page 12 of Spoonful, acknowledge and agree that the Company’s Proxy Notice under the heading “Executive Compensation” neither the Surviving Company nor Parent shall any Subsidiary has employment contracts with any of its employees not expressly terminable at will or any collective bargaining agreements covering any of its employees. Further, neither the Company nor any Subsidiary has policies, procedures or handbooks providing for other than at-will employment. Neither the Company nor any Subsidiary is aware that any of their respective employees has plans to terminate his or her employment relationship with the Company or any Subsidiary nor does the Company or any Subsidiary have any liability relating a present intention to or arising out of terminate the employment of any Business Employee up to Closing and with respect to employee. To the termination on or before Company’s Knowledge, none of the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee officers or other key employees of Spoonful working at the Company or any Subsidiary have been arrested or convicted of any felony and no such person has declared bankruptcy nor has any such person been an officer or director of any company or other organization that has declared bankruptcy. Except as contemplated in the Transaction Documents, neither the Company nor any Subsidiary has liabilities to employees arising from deferred compensation. Except as described in Section 3.11 of the Disclosure Schedule, neither the Company nor any Subsidiary contributes to or participates in any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, other than a medical benefit plan with respect to which the Company or any Subsidiary has made all required contributions and has complied with all applicable laws. To the Company’s Knowledge, none of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination Subsidiaries’ current or former officers, directors, consultants or employees is currently, has in the past, or has plans in the future, to engage in a line of such Business Employee’s employment or engagement business which is competitive with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulSubsidiary.

Employment Matters. (a) The Surviving Company Between the date of this Agreement and the Closing Date, Buyer shall offer employment employment, at base salaries comparable to their present base salaries, to all Business Employees persons listed on Schedule 6.10(e) who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) Employees on the Closing Date at none of whom are employees governed by a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consentscollective bargaining agreement, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or except any such Transferred Employees under any nonwho are on lay-competitionoff, confidentialityleave of absence (other than maternity or family leave, employment, assignment of inventions sick leave or similar Contract with the Transferred short-term disability) or long-term disability ("Eligible Employees"). The Company and SBEEG, and SBEEG Such employment would commence on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability , except with respect to any current such Employees on maternity or family leave, sick leave or short-term disability, in which case the employment with Buyer would commence on the date such person returns to work. Those employees of Sellers accepting an offer and commencing employment with Buyer are herein referred to as "Transferred Employees." (b) Sellers shall assume, retain responsibility for and continue to pay, in accordance with the terms of the applicable employer plans, any hospital, medical or other health care, life insurance, short and long term disability, travel accident or other plan benefits and expenses for each employee or former Business Employee employee of Spoonful working at the Company or any of its Affiliates, Sellers (including any each Transferred Employee, arising from ) with respect to claims incurred by such Business Employee’s employment employee or engagement with Spoonful his or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after her covered dependents prior to the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities Date or other costs in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates plan coverage for periods prior to the Closing Date (including, without limitation, any residual deficits due Blue Cross, Blue Shield or otherwise), and, with respect to such employees who are not Transferred Employees (and their covered dependents), claims incurred whether before, on or after the Closing Date to the extent provided under the terms of the applicable plans or by law. Buyer shall be responsible for and pay, in accordance with the terms of any applicable employer plan (to the extent, if any, Buyer maintains any such plans after the Closing Date) any hospital, medical or other health care, life insurance, short and long term disability, travel accident or other plan benefits and expenses for each Transferred Employee with respect to claims incurred by such Transferred Employee or his or her covered dependents on or after the Closing Date. For purposes of this Section 8.11(b), any hospital, medical or other health care or dental claim will be deemed incurred when the services giving rise to the claim are first performed and any other claim will be deemed incurred when the event that is the basis of the claim first occurred. With respect to any employee of Sellers or his or her covered dependent who is on short or long term disability or hospitalized on the Closing Date, Sellers shall assume, retain responsibility for and pay, in accordance with the terms of the applicable plan, all salary continuation benefits and expenses of such person until the end of any such disability and all benefits and expenses incurred by such employee or covered dependent in connection with such hospitalization, as the consummation case may be. Notwithstanding the foregoing provisions of this Section 8.11(b), Sellers shall cooperate upon Buyer's request to provide for Buyer to assume any employer welfare benefit plan (and any underlying insurance policy used to fund such plan) applicable to Transferred Employees as in Buyer's sole discretion it deems appropriate. (c) Sellers shall be liable for any amounts to which any employee of Sellers becomes entitled under any severance policy, plan, agreement, arrangement or program (whether or not covered by ERISA) maintained by Sellers which exists or arises or may be deemed to exist or arise under the terms thereof or any applicable law in respect of the transactions contemplated by this Agreement); (ii) period prior to and on the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before ClosingClosing Date. Further, SBEEG and Spoonful, as applicable, Buyer shall remain be solely responsible for the payment of any severance amounts due to Transferred Employees. (d) Sellers shall assume, retain responsibility for and shall make payments of any vacation or sick pay or compensatory pay in respect of Employees for the period up to and including the Closing Date, whether or not such Employees are Transferred Employees. Specifically, all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with payments for any accrued vacation time for the consummation of the transactions contemplated by this Agreement. Subject Transferred Employees prior to the first sentence of this section, nothing Closing Date shall be satisfied by Sellers prior to the Closing. (e) Nothing in this Agreement shall obligate Parent be construed as creating an express or implied contract of employment or a guarantee of employment with Buyer or any of its affiliates for any period of time after the Surviving Company to retain Closing Date, nor shall anything in this Agreement confer upon any Transferred Employee any right to continue in the employ of Buyer or any of its employ for affiliates after the Closing Date or interfere with, or restrict in any specific time period. The Surviving Company may (i) unilaterally change way, the salary (either by increase or decrease) and/or rights of Buyer, which are hereby expressly reserved, to terminate the title and duties employment of any Transferred Employee employee at any time for any reason whatsoever. (f) Sellers shall be responsible for all obligations and liabilities under the Workers Adjustment and Retirement Notification Act of 1988, as amended, and each similar state law ("WARN"), with respect to Employees by reason of their severance or other termination of employment prior to the Closing Date and Buyer shall be responsible for all such obligations and liabilities under WARN with respect to Employees by reason of their severance or other termination of employment on or after the Closing Date Date. (g) Buyer shall establish medical and dental plans which will, or cause its existing medical and dental plans to, (i) immediately, and without any waiting period, be available to cover each Transferred Employee (and dependents and beneficiaries thereof) as of the Closing Date, and (ii) at the Surviving Company’s sole discretion, change waive any limitation on coverage due to pre- existing conditions for Transferred Employees (and dependents and beneficiaries thereof) who previously participated in Sellers' medical plan or eliminate any of the plans, policies or arrangements of the Surviving Company applicable HMO offered by Sellers. (h) Sellers shall remain obligated to offer COBRA continuation coverage to its covered employees (other than the Transferred Employees. Notwithstanding the foregoing), Parent acknowledges former employees and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference their qualified beneficiaries to the date an employee’s extent required by applicable law, and Sellers agree to jointly and severally indemnify and hold Buyer harmless from any claims for COBRA continuation coverage made by or on behalf of such employees and their qualified beneficiaries who are (i) receiving COBRA continuation coverage at the Closing, or (ii) with respect to whom a qualifying event occurred prior to the Closing and for which the applicable election period for COBRA continuation coverage has not expired as of the Closing Date or (iii) with respect to whom a qualifying event occurs as a result of the Closing of the transaction contemplated by this Agreement; in each case, other than claims for COBRA continuation coverage under Buyer's group health plans arising in connection with any termination of a Transferred Employee's employment began shall be determined based upon each Transferring Employees original employment date with Buyer or its Affiliates after the Company or Spoonful.Closing Date. 8.12

Employment Matters. (a) The Surviving Company Sellers shall offer employment deliver an updated Employee List to all Business Employees who are employed by Spoonful (or, Purchaser in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to event that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment with IHE of any Subject Employee is terminated, or engagement or (ii) any individual who is not listed on the termination Employee List becomes a Subject Employee. Prior to the Platform Closing, Purchaser may, at its sole discretion, extend offers of employment to all or engagement any portion of any the Subject Employees; provided, however, that notwithstanding the foregoing, Purchaser hereby agrees to extend offers of employment to at least twenty-five (25) of the Subject Employees effective as of the Platform Closing. All offers of employment to be made by Purchaser pursuant to this Section 6.04(a) shall be made contingent upon and effective as of the Platform Closing. The individuals who accept such Business offers of employment from Purchaser are hereafter collectively referred to as the “Transferred Employees.” To the extent requested by Purchaser, Sellers shall provide Purchaser with reasonable access to each Subject Employee by Spoonful listed on the Employee List between the date hereof and the Platform Closing Date, and neither IUBT or IHE nor any of their Affiliates (including, without limitationshall directly or indirectly interfere with any attempt by Purchaser to make an offer of employment to any such Subject Employee or otherwise take any action which might reasonably be expected to cause such Subject Employee to disfavor or decline any such offer of employment. The terms of the Transferred Employees’ employment shall be upon such terms and conditions as Purchaser, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicablesole discretion, shall remain responsible for determine. Except as described in the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first next sentence of this sectionSection 6.04(a), nothing in this Agreement shall obligate Parent or the Surviving Company to retain any employment of each Transferred Employee in its employ for with Sellers shall be terminated, and the employment of each such Transferred Employee with Purchaser shall commence, immediately upon the Platform Closing Date. In the case of any specific time periodemployee who is absent from active employment and receiving workers’ compensation benefits or any such individual on short term disability or approved leave of absence, and who accepts Purchaser’s offer of employment prior to the Platform Closing, the employment of such individual with Purchaser shall commence upon the date of his or her return to active work, and such employee shall become a Transferred Employee as of such date. The Surviving Company may (i) unilaterally change In the salary (either by increase or decrease) and/or event that the title and duties employment of any Transferred Employee with the Purchaser is terminated by the Purchaser without cause (other than on account of death or disability) within one (1) year following the Platform Closing Date, Purchaser shall provide such Transferred Employee with an amount at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable least equal to the cash severance that would have been paid to such Transferred Employees. Notwithstanding Employee by the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference Sellers had such termination occurred immediately prior to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulPlatform Closing Date.

Employment Matters. (a) The Surviving Company Employment Matters (1) Between the date hereof and the Closing Date, Fleet shall offer offer, on behalf of the LLC, employment to all Business Employees who are employed by Spoonful (or, in effective as of the case close of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) business on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior all Company Credit Card Business Employees. Company Credit Card Business Employees who accept such offer of employment shall hereinafter be referred to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to as the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the "Transferred Employees." (2) If any Company Credit Card Business Employee who is, any claims or rights on the CompanyClosing Date, SBEEG or Spoonful may have against the Surviving absent on an authorized leave in accordance with Company or Parentpolicies, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, seeks to return to active employment, assignment of inventions or similar Contract with within the Transferred Employees. The period that such Company and SBEEGBusiness Card Employee's reemployment rights are protected by law, and SBEEG Fleet, on behalf of Spoonfulthe LLC, acknowledge and agree shall offer immediate employment to such Company Credit Card Business Employee; provided that neither the Surviving Company nor Parent shall have any liability relating Fleet's obligation to or arising out offer employment on behalf of the employment of LLC to any Company Credit Card Business Employee up to Closing and with respect whose authorized leave was based upon a medical condition of such Company Credit Card Business Employee shall be subject to the termination Company Credit Card Business Employee being medically capable to perform the essential functions of the position occupied immediately before such leave. For purposes of this Section 6.08(a)(2), an authorized leave shall mean short-term disability, maternity, military, family and medical leaves and such other leaves of absence where the opportunity to return to active employment is subject to statutory requirements. Any Company Credit Card Business Employee who accepts the LLC's offer of employment pursuant to this Section 6.08(a)(2) shall thereafter be considered a Transferred Employee for all purposes of this Agreement. (3) Fleet shall not be required to offer employment on behalf of the LLC to any Credit Card Business Employee who is (i) on short-term disability on the date hereof and who thereafter becomes eligible for long term disability benefits without returning to active employment, (ii) on long term disability from Company or before any of its Affiliates on the Closing Date date of any employee of Spoonful working at the Business this Agreement or (iii) eligible to receive long term disability benefits on or before the Closing Date. Neither (4) Nothing in this Agreement shall be deemed to require or guaranty the Surviving employment of any Company nor Parent shall have any liability with respect to any current or former Credit Card Business Employee to be continued by the LLC for any particular period of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and time after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect . Employment of the Transferred Employees by the LLC shall be employment "at will" and nothing herein shall be construed to be an employment agreement for the benefit of any Company Credit Card Business Employees Employee, or to interfere with the right of Fleet or the LLC to terminate the employment of any Company Credit Card Business Employee. (5) The LLC will reimburse the Company and their beneficiaries and dependents relating to or arising the Company Contributors in connection with or as a result any severance costs incurred by any of them with respect to Company Credit Card Business Employees who (i) the are not offered employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection pursuant to this Section 6.08(a) on terms consistent with the consummation Change of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date Control Plans and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s do not accept employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.LLC. (b)

Employment Matters. (a) The Surviving Company At Closing, Crackle shall offer facilitate the transfer and the employment to all Business by the JV Entity of the Employees who are employed by Spoonful Crackle, CPE or another Affiliate thereof that are providing services in connection with the Crackle VOD Business, all of which are set forth on Schedule 5.11(a) (or“Existing Crackle Employees”), in and the case JV Entity shall (i) assume, and thereafter perform, all obligations of independent contractorsCrackle (or its applicable Affiliate) under each Employment Agreement Employee’s employment agreement (each, a “Crackle Employment Agreement”), and (ii) offer to continue each Existing Crackle Employee not party to engage such independent contractors who are under contract to perform services for the Company) on the an employment agreement at Closing Date at a salary or wage (an “Other Employee”), effective as of Closing, terms and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consentsconditions of employment, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, including with respect to the employment or engagement by the Surviving Company of the Transferred Employeeslocation, any claims or rights the Companyrole, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEGposition, and SBEEG on behalf base pay that are substantially equivalent in terms of Spoonfullocation, acknowledge role, position, and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful base pay as was provided by Crackle or any of its Affiliates to Existing Employees immediately prior to Closing (“Substantially Similar Terms”); provided, however, that the JV Entity may offer any such Other Employee terms and conditions of employment which are lesser than Substantially Similar Terms, but in the event that such Other Employee does not accept such employment offer, he or she shall be deemed to have been terminated by the JV Entity without cause (a “JV Terminated Employee”), and the JV Entity shall have the liability for (or reimburse Crackle for, as the case may be) payment of severance (in accordance with the JV Entity Severance Policy) and provision of related benefits to such JV Terminated Employee. The offer of employment required by this Section 5.11(a) shall be delivered to each Other Employee by CSSE on or before behalf of the JV Entity in writing prior to the Closing Date and shall be conditioned upon and effective at Closing. Without limiting Prior to the generality delivery of the foregoingemployment offer to the Other Employees, from CSSE shall provide to Crackle for its reasonable and after timely review a draft of the form of offer of employment to be made to such employees. Each Employment Agreement Employee shall be notified in writing by Crackle of the transfer of his or her Crackle Employment Agreement prior to the Closing Date, Spoonful which transfer shall retain liability be conditioned upon and remain responsible for any effective at Closing. Each Other Employee who accepts the JV Entity’s offer of employment, and all Liabilities in respect of each Employment Agreement Employee whose employment agreement is transferred to the Business Employees and their beneficiaries and dependents relating JV Entity at Closing, shall be referred to or arising in connection with or herein as a result “Transferred Employee.” After the date hereof, CPE and Crackle shall promptly provide to CSSE all information requested by CSSE that is or will be reasonably necessary for the JV Entity to comply with its obligations with respect to the Transferred Employees under this Section 5.11(a) and the other provisions of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (includingthis Section 5.11. Such obligations include, without limitation, those arising under the Older Workers Benefit Protection Act and information that must be supplied when any terminated employees are part of a reduction in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulforce.

Employment Matters. (a) The Surviving Company shall On or before the Closing Date, Buyer may contact and have discussions with any employee of Seller and offer employment to all any such employee, effective as of the Closing Date, as Buyer may elect on terms acceptable to Buyer. Between the date of this Agreement and the Closing, Buyer shall offer conditional employment to each Business Employee. Buyer’s offers of conditional employment to the Business Employees who are employed by Spoonful (or, in shall be “at will” and with responsibilities and duties comparable to the case responsibilities and duties of independent contractors, offer those individuals employment with Seller prior to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at and with base salary and benefits, on a going-forward basis, that are substantially comparable in the aggregate to the base salary or wage and commission benefits provided by Seller prior to the Closing Date, provided that such employees will be eligible to participate in incentive compensation and bonus opportunity at least comparable plans on the same terms as provided to similarly situated employees of Buyer. Any offer of conditional employment by Buyer to a Business Employee shall be contingent on such employee satisfactorily completing Buyer’s ordinary course employee pre-hire process. Seller shall cooperate with and assist Buyer in such efforts, including providing access to the Business Employees as requested by Buyer (any such Business Employee that in effect immediately prior accepts employment with Buyer, a “Transferred Employee”). Seller hereby agrees to Closing. The Company terminate and SBEEG hereby consents, and shall cause Spoonful to consent, consents to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company Buyer and waives in perpetuity, with respect to the employment or engagement by the Surviving Company Buyer of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful Seller may have against the Surviving Company or ParentBuyer, any of their respective its Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees(other than such rights that are assigned to Buyer pursuant to this Agreement). The Company Seller acknowledges and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree agrees that neither the Surviving Company nor Parent Buyer shall not have any liability relating to or arising out of the employment of any Business Employee employee of Seller up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business Seller on or before the Closing Date. Neither the Surviving Company nor Parent Buyer shall not have any liability with respect to any current or former Business Employee employee of Spoonful working at the Company or any of its AffiliatesSeller, including any Transferred Employee, arising from such Business Employeeemployee’s employment or engagement with Spoonful or any its Affiliates Seller or the termination of such Business Employeeemployee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before ClosingSeller. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful Seller shall retain liability and remain responsible for any and all Liabilities liabilities in respect of the Business Employees employees of Seller and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee employee by Spoonful or any of their Affiliates Seller (including, without limitation, including in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s employment by or engagement with Spoonful or its Affiliates on or before ClosingSeller. Further, SBEEG and Spoonful, as applicable, Seller shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing Nothing in this Agreement shall obligate Parent or the Surviving Company Buyer to retain any Transferred Employee in its employ for any specific time period. The Surviving Company Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving CompanyBuyer’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company Buyer applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.

Employment Matters. (a) The Surviving Company shall At the Closing, Purchaser, or an Affiliate thereof, may, in Purchaser’s discretion, offer employment on an at-will basis, to all any Business Employees who that are employed by Spoonful (or, in directly or indirectly providing services related to the case of independent contractors, offer to continue to engage Business immediately before such independent contractors who are under contract to perform services for the Company) date. Such employment shall be on the Closing Date at a salary or wage and commission and bonus opportunity at least terms substantially comparable to that in effect immediately prior to Closingthose of similarly situated employees of Purchaser. The Company and SBEEG hereby consents, and Seller shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract reasonably cooperate with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf efforts of Spoonful, acknowledge and agree that neither Purchaser to cause the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect applicable employees of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination accept any offers of employment or engagement by Pxxxxxxxx and shall not make any competing offer of continued employment to any individual whom Purchaser desires to employ in the Business. Those of such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individualPersons who accept Purchaser’s engagement with Spoonful or its Affiliates on Affiliate’s, as applicable, offer of employment and commence working with Purchaser or before Closing. Further, SBEEG and Spoonfulsuch Affiliate, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreementhereafter be referred to as “Hired Employees”. Subject to the first sentence applicable provisions of this sectionany Employee Plan of Purchaser or its Affiliates and except as would result in a duplication of benefits for the same period of service, for all purposes under the employee benefit plans of Purchaser and its Affiliates providing benefits to any Hired Employees after the Closing, Purchaser shall cause each Hired Employee to receive credit for all service with Seller before the Closing to the extent recognized in any similar Employee Plan in which such Hired Employee participated immediately before the Closing for all purposes, including determining eligibility to participate, level of benefits, vesting, and benefit accruals. On and after the Closing until the two (2) year anniversary of the Closing Date, neither Seller nor any of its Affiliates will, directly or indirectly, solicit or induce, or attempt to solicit or induce, any Hired Employee to terminate his or her employment relationship with Purchaser or its Affiliates or to enter into an employment or similar relationship with any other Person. For the avoidance of doubt, nothing in this Agreement shall be construed to give or vest in any employees of Seller (including the Business Employees and Hired Employees) any right or entitlement to employment, engagement or continued employment or engagement or to a particular level of compensation or benefits with or from either Seller or Purchaser (or any Affiliate thereof) and nothing herein shall obligate Parent Purchaser (or any Affiliate thereof) to provide continued employment to any employee of Seller (or any Hired Employee) for any specified period of time following the Closing or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing, and, subject to Section 4.5(d) below, nothing herein shall limit Purchaser’s (or its Affiliates’) rights to terminate its business relationship with, or the Surviving Company to retain employment of, any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Hired Employee at any time on for any reason or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulno reason without Liability.

Employment Matters. Purchaser (aor any Affiliate of the Purchaser) The Surviving Company shall have the right, but not the obligation, to offer employment on such terms and conditions as Purchaser may determine to any or all Business Employees who are employed by Spoonful of such employees. Purchaser (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring any Affiliate of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent Purchaser) shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination advise Seller as soon as practicable which of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoingemployees, if any, it wishes to employ from and after the Closing Date, Spoonful . Seller shall retain liability and remain responsible for cooperate in any and all Liabilities in respect attempt by Purchaser (or any Affiliate of the Business Employees Purchaser) to employ such employees. Nothing in this Section 5.9 shall obligate Purchaser (or any Affiliate of the Purchaser) to offer employment to an employee in a similar job or with similar responsibilities as such employee was provided by Seller. Seller is retaining and their beneficiaries and dependents shall pay all obligations relating to or arising in connection with or as a result its employees' accrued salaries, wages, compensation and employee benefits of any nature whatsoever. Without limiting the foregoing, Seller shall (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, pay all wages, bonuses, commissions, incentive compensation, and other remuneration payable to or for the benefit of employees with respect to periods prior to the Closing Date; (ii) pay all vacation or sick pay or pay for other compensated absences earned or accrued by all of Seller's employees as of the Closing Date, including any related payroll burden (FICA and other pension or other employee benefit plan contributions and employment taxes) with respect thereto to the appropriate Governmental Authority or other Person, whether or not such pay is vested or has been accrued on the books of Seller as of such date, based upon the remuneration of such employees normally used in computing such vacation pay or pay for other compensated absences; (iii) pay all severance payments (if any) due to all of Seller's employees as a result of the termination of their employment with Seller; (iv) comply with the insurance continuation requirements under COBRA and any similar state law applicable to any of Seller's employees as a result of their termination of employment by Seller; and (v) be responsible for continued medical and disability coverage liability with respect to any such employee who is disabled and not hired by Purchaser. Seller shall also pay or be liable for any worker's compensation claims or payroll items (including, without limitation, deferred compensation) relating amounts payable to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan employees in connection with the consummation of the transactions contemplated by this Agreement. Subject events occurring prior to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at for any liability or costs associated with the Surviving Company’s sole discretion, change or eliminate termination of any of the their employee benefit plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.

Employment Matters. (a) The Surviving Neither the Company shall offer employment nor any of its Subsidiaries is liable for any payment to all Business Employees who are employed by Spoonful any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, workers compensation, social security or other benefits or obligations for employees (or, other than in accordance with Law or routine payments to be made in the case ordinary course of business). Except as set forth in Section 2.11(a) of the Disclosure Schedule,(i) there are no claims pending against the Company or any of its Subsidiaries under any workers’ compensation plan or policy, for unemployment compensation benefits or for long term disability and (ii) there have been no claims (settled or unsettled) for injury or occupational health hazard against the Company or any of its Subsidiaries by any employee or subcontractor. (b) No Liability has been incurred by the Company or any of its Subsidiaries for breach or otherwise accruing from the termination of employment Contracts or consulting or independent contractorscontractor Contracts to which the Company or any of its Subsidiaries is a party. (c) Section 2.11(c) of the Disclosure Schedule sets forth a true, offer to continue to engage such independent contractors who are correct and complete and accurate list of all individuals with (i) severance Contracts (other than severance required under contract to perform services for Law), (ii) employment Contracts not on the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents’s standard form of agreement, and shall cause Spoonful (iii) material consulting or material independent contractor Contracts to consentwhich the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, copies of which Contracts have been previously Made Available to Parent. Neither the Company nor any of its Subsidiaries is presently, nor has it been in the past, a party to or bound by any collective bargaining agreement or other labor union contract. No labor union contract or collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has or ever had, any duty to bargain with any labor organization, and there are no labor organizations representing or purporting to represent any Company employees. To the Knowledge of the Company there have never been any activities or proceedings of any labor union to organize employees of the 32 Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown, concerted refusal to work overtime or work stoppage against the Company or any of its Subsidiaries pending now, that has occurred in the past, or, to the hiring Knowledge of the Transferred Employees Company, threatened that would reasonably be expected to interfere with the business activities of Spoonful working at the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has or is engaged in any unfair labor practice. None of the employees of the Company or any of its Subsidiaries are represented by any works council or other form of collective employee representation. There is no obligation to inform, consult or obtain consent whether in advance or otherwise of any labor union, works council, employee representatives or other representative bodies in order to consummate the Surviving Company Transactions. (d) Section 2.11(d)(i) of the Disclosure Schedule is a true, correct and waives in perpetuitycomplete list, as of January 17, 2014, of the names, positions, date of commencement of employment, engagement, or appointment to office and rates of compensation of all Workers, showing each such person’s name, position, status as exempt or non-exempt (with respect to the employment or engagement by the Surviving Company U.S. Workers), fee salary, bonuses, accrued vacation and stock options, and, except as set forth in Section 2.11(d)(ii) of the Transferred EmployeesDisclosure Schedule, such list has not changed in any claims material respect between January 17, 2014 and the date hereof; provided, however, that, to the extent applicable privacy or rights data protection Laws would prohibit the disclosure of certain personally identifiable information without the individual’s consent, Section 2.11(d)(i) and Section 2.11(d)(ii) of the Disclosure Schedule will specify such legal prohibition and will provide such information in de-identified form in compliance with applicable Laws. “Workers” means officers, managers, directors, employees (regular, temporary, part-time or otherwise), consultants and independent contractors of the Company or any of its Subsidiaries. (e) No Key Employee or Additional Key Employee of the Company or any of its Subsidiaries has given notice to the Company or any of its Subsidiaries of such employee’s intention to terminate employment with the Company or such Subsidiary. To the Knowledge of the Company, SBEEG no such Key Employee or Spoonful may have against Additional Key Employee intends to terminate his or her employment with the Surviving Company or Parentany of its Subsidiaries. Except as set forth in Section 2.11(e) of the Disclosures Schedule, the employment of each of the employees of the Company and each of its Subsidiaries is “at-will,” and neither the Company nor any of its Subsidiaries has any obligation to provide any particular form or period of notice before terminating the employment of any of their respective Affiliates employees, except as may be required under applicable Law. (f) There are no written personnel manuals or handbooks, nor are there any policies, rules or procedures, currently in effect applicable to any employee of the Company or any of its Subsidiaries, other than those set forth in Section 2.11(f) of the Disclosure Schedule, true and complete copies of which have heretofore been Made Available to Parent. There are no oral or implied contracts between the Company or its Subsidiaries and any current or former Worker or any unwritten policies, practices or customs, that could reasonably be expected to entitle any current or former Worker to benefits in addition to what such Transferred Employees Worker is entitled by applicable Law or under the terms of the written agreement with such Worker. (g) Neither the Company nor any non-competitionof its Subsidiaries has any accrued unpaid liabilities relating to its Workers other than for (1) salaries and fringe benefits since the last 33 payroll period, confidentiality(2) accrued but unpaid bonuses and (3) agreed commission or fees in respect of Workers, employmentall of which are identified in Section 2.11(g) of the Disclosure Schedule. (h) Except as set forth in Section 2.11(h) of the Disclosure Schedule, assignment there are no claims, disputes, grievances, or controversies pending against the Company or any of inventions its Subsidiaries involving any Worker or similar Contract with group of Workers, including, without limitation, for discrimination, sexual or other harassment, or retaliation. Except as set forth in Section 2.11(h) of the Transferred Employees. The Disclosure Schedule, (i) there are no charges, investigations, administrative proceedings or formal complaints of discrimination, harassment or retaliation (including but not limited to claims based upon sex, age, marital status, race, national origin, citizenship, sexual orientation, gender identity, genetic information, family care status, military caregiver status, domestic partner status, disability, veteran status or whistleblowing) pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company pertaining to any Worker; and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that (ii) neither the Surviving Company nor Parent shall have its Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or order with any liability relating to federal, state or arising out of the employment of any Business Employee up to Closing and local agency or other Governmental Authority with respect to employment practices. (i) Each Worker is in compliance in all material respects with all applicable immigration laws, including without limitation visa and employment authorization requirements. No visa or employment authorization held by a Worker are scheduled to expire during the termination six month period after the date hereof, unless otherwise renewed in the ordinary course of business. (j) Except as set forth on or before Section 2.11(j) of the Closing Date Disclosure Schedule, the Company and each of any its Subsidiaries is and has been at all times since January 1, 2011 in compliance in all material respects with all applicable federal, state, local and foreign Laws, rules and regulations respecting employment, employment practices, immigration and verification of employment authorization, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, prohibited harassment, prohibited retaliation, leaves of absence, plant closing, privacy rights, long term disability, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of Spoonful working at the Business on or before the Closing Datework. Neither the Surviving Company nor Parent shall have any of its Subsidiaries has any liability with respect to any current misclassification of: (a) any person as an independent contractor rather than as an employee, (b) any Worker leased from another employer, (c) any Worker currently or formerly classified as temporary; or (d) any Worker currently or formerly classified as exempt from overtime wages. (k) The Company and each of its Subsidiaries is in compliance with the Worker Adjustment and Retraining and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority. No terminations prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local law. 34 (l) No Worker is in violation of any term of any non-competition agreement, non-solicitation agreement or any restrictive covenant with a former Business Employee employer relating to the right of Spoonful working at any such employee to be employed by or provide services to the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality Subsidiaries because of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect nature of the Business Employees and their beneficiaries and dependents relating business conducted or presently proposed to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee be conducted by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in it or to accrue compensation the use of trade secrets or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closingproprietary information of others. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.Section 2.12

Employment Matters. (a) The Surviving Company shall offer employment to Purchased Companies are in material compliance with all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect Laws relating to the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding or engagement by Social Security taxes and similar taxes. Neither Purchased Company is a party to any labor or collective bargaining agreement respecting its employees. No labor organization or group of employees has made a pending demand for recognition, there are no representation proceedings pending with a labor relations tribunal and there is no threatened organizing activity respecting the Surviving Company employees of the Transferred EmployeesPurchased Companies. There are no strikes, any work stoppages, slow-downs, lockouts or other labor disputes respecting the employees of the Purchased Companies. There are no complaints, charges, claims or rights the Companygrievances, SBEEG pending or Spoonful may have against the Surviving Company or Parentthreatened, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment relationships respecting the employees or any former employees of any Business Employee up the Purchased Companies. Sellers have heretofore provided to Closing Buyer a complete and with respect to accurate list of the termination on or before the Closing Date of any following information for each employee of Spoonful working at the Business Purchased Companies (including each such employee on leave of absence or before layoff status): name; job title; current compensation; accrued vacation; and service credited for benefit purposes. Except as set forth in the Closing Date. Neither the Surviving Company nor Parent Incentive Payment Agreements, no bonuses or other amounts shall have any liability with respect be payable to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality employees of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, Purchased Companies in connection with the consummation Closing; and as of the transactions contemplated by this Agreement); Closing, the Purchased Companies shall have terminated all of their employees and officers, paid all salaries and bonuses (iiincluding incentive payments and stock bonuses) and obtained waivers of all claims against the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred EmployeesPurchased Companies. Notwithstanding the foregoingabove or any other provision in this Agreement, Parent acknowledges Sellers and agrees WRI represent and warrant that neither WSF nor WRI has any Employee Benefit Planemployees as of the date hereof or the Closing, including any vacation planbut “leases” all employees from Creative Staffing, which provides for benefits determined with reference Inc.; and all such leases of employees shall be terminated at or prior to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulClosing.

Employment Matters. (a) The Subject to Section 4.2(b), Parent presently intends for the Surviving Company to honor the Benefit Plans and employment agreements of the Surviving Company; provided, however, for the avoidance of doubt, (i) Parent reserves the right to cause the Surviving Company to terminate the employment of any “at will” employee at any time, with or without cause, and to exercise all termination rights available to it under any employment agreement, and (ii) should a background check or drug screen regarding any employee of the Surviving Company (regardless of whether such background check or drug screen is conducted before or after the Closing Date) indicate that he or she has been excluded from participation under any Government Program or would for some other reason not be qualified for employment by Parent under its existing policies or applicable Law, Parent, in its sole discretion, shall have the option to cause the Surviving Company to terminate the employment of such employee. With the exception of any payments or liabilities associated with the termination of the Conversion Award Agreements and the Phantom Unit Agreements, which payments are being made pursuant to Section 2.4(a)(v) hereof and which other liabilities, if any, are being accounted for as a liability in the computation of Closing Working Capital, the Surviving Company shall offer employment be solely responsible for all liabilities relating to the amendment, termination or alleged termination of any Benefit Plan occurring at or following the Closing (and no liability or obligation related thereto shall be accounted for as a liability in computing the Closing Working Capital). In addition, the Surviving Company shall be solely responsible for all Business Employees who are employed by Spoonful severance obligations relating to the termination of any employees at or following the Closing (orand no liability or obligation related thereto shall be accounted for as a liability in computing the Closing Working Capital); provided, however, it is understood and agreed that, in the case of independent contractors, offer to continue to engage event any such independent contractors who employees are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company offered continued employment by the Surviving Company at the Closing on substantially the same terms and waives in perpetuityconditions and such employees elect to decline such continued employment, with respect any severance obligations relating to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any termination of their respective Affiliates or any such Transferred Employees under any non-competitionemployment shall be accounted for as a liability in computing the Closing Working Capital. In addition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company it is understood and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree agreed that neither the Surviving Company nor Parent shall have any liability relating to or arising all Sales Bonus Payments are being paid at Closing out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulMerger Consideration.

Employment Matters. (a) The Surviving Company Seller, Parent and their Subsidiaries shall offer terminate employment to of all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) employees listed on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect Schedule 6.2 immediately prior to the Closing, other than the employees identified in Schedule 6.2 who will be primarily responsible for supporting the services provided by CMC Processing under the Processing Agreement (the “Xxxxx Employees”). The Company Seller and SBEEG hereby consents, and Parent shall cause Spoonful CMC Processing to consent, to terminate the hiring employment of the Transferred Xxxxx Employees upon the termination of Spoonful working at the Company by Processing Agreement (the Surviving Company and waives in perpetuity“Lafayette Start Date”). Effective as of Closing or, with respect to the Xxxxx Employees, the Lafayette Start Date, Acquiror (or one of its Affiliates) shall offer employment or engagement by the Surviving Company (except as otherwise set forth below) to each of the Transferred employees of the Business listed on Schedule 6.2, conditioned upon (i) such employee having been terminated by Seller, Parent or their Subsidiaries pursuant to the foregoing sentence, (ii) such employee meeting Acquiror’s standard hiring criteria and (iii) with respect to the Xxxxx Employees, such individual’s agreement to relocate to Lafayette, Mississippi (any claims such employee who accepts an employment offer from Acquiror or rights one of its Affiliates and commences employment with Acquiror or one of its Affiliates following the CompanyClosing pursuant to this Agreement being referred to herein as a “Transferred Employee”). Acquiror (or such Affiliate) shall provide or cause to be provided to each Transferred Employee with (i) a salary or wage level and bonus opportunity substantially similar to the salary or wage level and bonus opportunity for which current employees of Acquiror who have similar job duties are eligible, SBEEG or Spoonful may and (ii) with benefits, perquisites and other terms and conditions of employment that are substantially similar in the aggregate to the benefits, perquisites and other terms and conditions for which current employees of Acquiror who have against similar job duties are eligible. Seller and Parent shall cooperate with Acquiror to facilitate the Surviving Company or Parentmaking of employment offers to potential Transferred Employees if so requested by Acquiror. Notwithstanding the foregoing, any employment offer to a Transferred Employee shall be for “at will” employment and nothing contained herein shall be deemed to guarantee employment for any Transferred Employee for any period of their respective Affiliates time or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating preclude Acquiror’s ability to or arising out of terminate the employment of any Business Transferred Employee up to Closing and with respect for any reason subsequent to the termination on Closing, except as may otherwise be stated in a written agreement of employment between Acquiror or before its Affiliates with a Transferred Employee, if any. Acquiror expressly reserves for itself the Closing Date right to evaluate the performance of any employee all Transferred Employees and the staffing levels of Spoonful working at the Business on immediately following the Closing. For the avoidance of doubt, this Section 6.2 shall not create any rights or before benefits for Parent’s, Seller’s or any of their Affiliates’ employees nor any Liabilities to the Closing DateAcquiror or its Affiliates, it being acknowledged and agreed that no party shall be, nor be deemed to be, a third party beneficiary under this Section 6.2. Neither Notwithstanding the Surviving Company nor Parent shall have any liability foregoing, with respect to any current or former Business Employee employees of Spoonful working at the Company or any of its AffiliatesCMC Belgium Branch, including any Transferred Employee, arising from such Business EmployeeAcquiror’s employment or engagement with Spoonful or any its Affiliates or offer may be conditioned on the termination relocation of such Business Employeeemployee to work at Acquiror’s employment or engagement its Affiliate’s location in Luxembourg and, if such employee is unwilling to accept such offer, Acquiror will offer to enter into a consulting arrangement (in lieu of employment) with the Company or Spoonful or such individual, upon terms mutually acceptable to Acquiror and such individual (any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after such individual that is so engaged by Acquiror to provide consulting services following the Closing Dateshall be referred to herein as a “Consultant”). For avoidance of doubt, Spoonful Parent and Seller shall retain liability and remain be solely responsible for any applicable Change of Control Payments and all Liabilities in respect offering COBRA continuation coverage under its group health Plans to the employees of the Business Employees Parent, Seller and their beneficiaries Subsidiaries (and dependents relating to or arising in connection with or as a result of (itheir eligible dependents) the whose employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (includingwas terminated prior to, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretionby Parent, change Seller or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plantheir Subsidiaries, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Transferred Employees original employment date with the Company or Spoonfuland Consultants.

Employment Matters. (a) The Surviving Company Immediately prior to the Closing, the Purchaser shall, or shall cause its applicable Affiliate to, extend, to each Specified Employee who is not a Remaining Employee, an offer of employment to all Business Employees who (the “Offer Letter”) that, if accepted, would: (i) provide such Specified Employee with compensation, benefits and terms of employment (including job title) that are employed by Spoonful (or, substantially comparable in the case aggregate to the compensation, benefits and terms of independent contractorsemployment provided by the Seller (or any applicable Affiliate of the Seller) to such Specified Employee immediately prior to the Closing (excluding defined benefit pension plans and retiree medical programs); and (ii) include a consent by each Specified Employee to disclosure of the Specified Employee’s personnel file and transfer of such personnel file and other employment records pertaining to such Specified Employee, offer to continue to engage such independent contractors who are under contract to perform services for the Company) Purchaser. Effective on the Closing Date at Date, the Seller (or the applicable Affiliate of the Seller) shall accept the resignation of, and effective as of the Closing Date, the Purchaser will hire each such Specified Employee who is not a salary Remaining Employee and who accepts and executes the Offer Letter (such employees who commence working for the Purchaser (or wage and commission and bonus opportunity at least comparable to that in effect an Affiliate of the Purchaser) immediately prior to following the Closing, collectively the “Hired Employees”). The Company and SBEEG hereby consents, and shall cause Spoonful to consent, Seller consents to the hiring Purchaser (or an Affiliate of the Transferred Purchaser) contacting such Specified Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the desire of such employees to enter the employ of the Purchaser (or an Affiliate of the Purchaser) and the Seller shall cooperate in good faith with and use its commercially reasonable efforts to assist the Purchaser to cause such Specified Employees to accept any offers of employment or engagement by the Surviving Company Purchaser (or an Affiliate of the Transferred EmployeesPurchaser) and to execute Offer Letters. Notwithstanding the foregoing, any claims nothing herein shall be construed as to prevent the Purchaser (or rights an Affiliate of the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of Purchaser) from terminating the employment of any Business Hired Employee up at any time after the Closing Date for any reason (or no reason), except as set forth in the Offer Letter of such Specified Employee executed by the Purchaser (or an Affiliate of the Purchaser) pursuant to Closing and with respect this Section 9.1. The Seller shall deliver to the termination Purchaser on or before the Closing Date of any employee of Spoonful working at the Business on (or before as soon as reasonably practicable after the Closing Date) all personnel files and employment records relating to the Hired Employees. Neither Hired Employees will receive credit for such employees’ period of employment with the Surviving Company nor Parent shall have Seller (or an Affiliate of the Seller) for purposes of calculating severance benefits required under any liability Legal Requirements and benefits under any vacation, entitled leave or severance plan (excluding, for the avoidance of doubt, any 401(k) plan) and the Purchaser’s Offer Letter to Hired Employees in the United States will include a provision that the Purchaser will assume the Seller’s obligation with respect to the Vacation Accrual and the Hired Employee would consent to this in lieu of payment from the Seller for that portion of any current Vacation Accrual; provided, however, that if a Hired Employee received severance payment in connection with this Transaction or former Business the transfer of such employee’s employment from the Seller (or an Affiliate of the Seller) to the Purchaser (or an Affiliate of the Purchaser), such Hired Employee of Spoonful working at shall not receive credit from the Company Purchaser for such employee’s employment with the Seller (or any of its Affiliates) for purposes of severance benefits; provided, including any Transferred Employeefurther, arising that a Hired Employee shall only be entitled to receive credit from the Purchaser for such Business Employeeemployee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful Seller (or any of its Affiliates on Affiliates) to the extent recognized by the Seller (or before Closingits Affiliates) under the applicable similar Seller Plan, provided that such crediting of service does not result in any duplication of benefits and to the extent permitted by the Purchaser’s benefit plans. Without limiting The Purchaser agrees that the generality Hired Employees will be eligible to participate in an equity incentive program of the foregoingPurchaser. In the event the Seller is required by applicable Legal Requirements to pay to any Hired Employee the Vacation Accrual for such Hired Employee, the Purchaser shall promptly (and in any event within ten days of receipt from the Seller of a statement setting forth the Vacation Accrual paid by the Seller and after the applicable Hired Employees) reimburse the Seller for all such amounts. The Seller shall pay at or prior to the Closing all accrued but unpaid vacation, holiday, flexible time off and sick pay of the Specified Employees in Noida, India through the Closing Date (“Noida Accrued Vacation”) to each such employee. The Seller shall deliver to the Purchaser a certificate, signed by a duly authorized officer of the Seller and dated the Closing Date, Spoonful shall retain liability setting forth for each Specified Employee in Noida, India the amount of Noida Accrued Vacation for each such employee and remain responsible for any and all Liabilities in respect stating that such amounts constitute the entire outstanding Noida Accrued Vacation as of the Closing and that all such amounts have been paid to the affected Specified Employees at or prior to the Closing. Promptly (but in no event later than 10 Business Employees Days) after receipt of such certificate, the Purchaser shall reimburse the Seller for the Noida Accrued Vacation paid by the Seller to each such Specified Employee as set forth in the certificate and their beneficiaries and dependents relating such reimbursement shall be treated as an increase to or arising in connection the Purchase Price. Any such Specified Employee that is a Hired Employee shall not receive credit from the Purchaser for such employee’s employment with or as a result of the Seller (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (iiits Affiliates) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment purposes of any and all retention, change in control, severance or other similar compensation or vacation benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ accrued for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an such employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company Seller (or Spoonfulany of its Affiliates).

Employment Matters. (a) The Surviving Section 8.10(a(i)) of the Disclosure Letter sets forth a list of all employees of each Company shall and each Seller and their respective Affiliates (other than the Companies) to whom Buyer or an Affiliate of Buyer will offer employment in accordance with the terms of this Section 8.10(a) (collectively, “In-Scope Employees”). Immediately prior to the Closing, Sellers shall cause the RW Company to transfer the employment of all Business Employees employees who are employed by Spoonful the RW Company to UQF or an Affiliate of UQF (orother than a Company). The Buyers or any of their respective Affiliates shall make an offer of employment to (i) each In-Scope Employee who is in active status as of the Closing Date, and (ii) each inactive In-Scope Employee who returns to service following the Closing Date but on or prior to the Transfer Date, in the case of independent contractorsclauses (i) and (ii), offer to continue to engage such independent contractors who are under contract to perform services for the Companywhich employment would commence on a date no later than ninety (90) on days following the Closing Date at a salary or wage (such date, the “Transfer Date”). The Sellers and commission and bonus opportunity at least comparable their respective Affiliates shall continue to that in effect immediately employ the In-Scope Employees through the day prior to Closing. The Company and SBEEG hereby consentsthe Transfer Date, consistent with the terms of the Transition Services Agreement, and shall not terminate any In-Scope Employee during such period, other than for cause Spoonful to consent, upon one (1) Business Day advance notice to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEGEquity Buyer, and SBEEG on behalf of Spoonful, acknowledge and agree that neither promptly will notify the Surviving Company nor Parent shall have any liability relating to or arising out of the employment Equity Buyer of any Business In-Scope Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after who resigns between the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any Transfer Date. Any In-Scope Employee who is not in active status as of the plans, policies Closing Date or arrangements as of the Surviving Company applicable Transfer Date shall remain employed by the Sellers and their respective Affiliates and the Buyers shall only be required to, or cause their respective Affiliates to, make an offer of employment to an inactive In- Scope Employee if such inactive In-Scope Employee returns to active status on or prior to the Transferred EmployeesTransfer Date. Notwithstanding The parties shall cooperate between the foregoing, Parent acknowledges Closing Date and agrees the Transfer Date to ensure that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference the Equity Buyer has all reasonably requested information needed to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.make offers of employment

Employment Matters. (a) The Surviving Company shall offer employment to all Business Employees who are employed by Spoonful (or, in the case of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring None of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, are subject to any collective bargaining agreement or similar agreement with a labor union or similar employee association with respect to the their employment or engagement by the Surviving Company Assignor TBG Entities or any of their Affiliates, no labor union or similar employee association has been certified by the National Labor Relations Board (the “NLRB”) or any comparable entity as a bargaining representative with respect to any of the Transferred Employees and, to the knowledge of the Assignor TBG Entities, no representation petition respecting any of the Transferred Employees has been filed with the NLRB or any comparable entity. To the knowledge of the Assignor TBG Entities, except as set forth on Schedule 2.6(a) of the Disclosure Schedule, there are no current efforts to organize any of the Transferred Employees into any collective bargaining unit or any solicitation of them to join any labor organization, in each case with respect to their employment by the Assignor TBG Entities or any Affiliate. With respect to the Business, including, without limitation, the Transferred Employees, the Assignor TBG Entities are in material compliance with all applicable laws respecting employment and employment practices, pay equity, occupational safety and health standards, terms and conditions of employment, and wages and hours except for instances of noncompliance that, individually or in the aggregate are not material. Except as set forth on Schedule 2.6(b) of the Disclosure Schedule, there are no outstanding assessments, penalties, fines, liens (other than any claims Existing Encumbrances), charges, surcharges, or rights other amounts, in each case, of a material nature, due or owing pursuant to any workplace safety and insurance/workers’ compensation legislation in respect of the Company, SBEEG or Spoonful may have against Business. Schedule 2.6(c) of the Surviving Company or Parent, any of their respective Affiliates or any such Disclosure Schedule sets forth all wages and other amounts accrued with respect to Transferred Employees under any non-competitionfor all periods ending prior to the Closing Date (the “Employee Payments”), confidentialityand, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG except as set forth on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out Schedule 2.6(d) of the employment of any Business Employee up to Closing Disclosure Schedule and with respect to the termination Assumed Benefits, the Assignor TBG Entities have paid all Employee Payments owing on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference prior to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonfulhereof.

Employment Matters. (a) The Surviving Company Parent or Purchaser, in conjunction with Seller, shall be permitted to meet with and interview all employees of Seller and its Subsidiaries during normal business hours upon reasonable notice. Purchaser shall offer employment to all Business Employees who are employed such employees of Seller as designated by Spoonful Purchaser, not more than three (or, 3) days after entry in the case Bankruptcy Court of independent contractorsthe Approval Order, whom Purchaser desires to employ in connection with the purchase of the Acquired Business, on terms provided by Purchaser; provided that (i) such offers -------- ---- shall be made for positions located in the City of San Francisco, (ii) each such offeree would be offered a similar position in a similar role as such offerees enjoyed with Seller and (iii) the base salary compensation (this excludes benefits, vacation, sick time, personal time, bonuses, commissions and any other remuneration outside of base salary compensation) for each offeree shall be substantially similar to his or her existing base salary compensation with the Seller and provided further that each such offer shall be contingent on -------- ------- completion of the Closing and on the offeree's compliance with the standard hiring practices of Purchaser. A full list of employees whom Purchaser elects to continue employ shall be submitted to engage such independent contractors who are under contract Seller not more than three (3) days after entry in the Bankruptcy Court of the Approval Order. Neither Parent nor Purchaser nor shall any of them permit their respective subsidiaries to, prior to perform services the last day of the Auction, solicit or make offers of employment to any employees of Seller other than (i) with the prior permission of Seller, or (ii) in accordance with a general plan for the Company) on recruitment of employees agreed with Seller. Each such employee who accepts such employment as of the Closing, shall be referred to herein as a "Transferred Employee." Seller shall terminate all Transferred -------------------- Employees as of the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful pay to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competitionall unpaid compensation, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and as well as all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates accrued benefits (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or all sick pay or and personal time pay other compensation or payroll items (includingthan accrued vacation pay, without limitation, deferred compensation) relating to such individual’s engagement with Spoonful or its Affiliates on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after earned through the Closing Date and (ii) at the Surviving Company’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company applicable to the Transferred Employees. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or SpoonfulDate).

Employment Matters. (a) The Surviving Company Employment Offers. Purchaser, in conjunction with Parent, shall be permitted to meet with and interview all senior management of Parent and the Subsidiaries. Purchaser shall offer employment to all Business Employees who are employed by Spoonful (oremployees of Parent or the Subsidiaries, in the case as of independent contractors, offer to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at a salary or wage and commission and bonus opportunity at least comparable to that in effect immediately prior to Closing. The Company and SBEEG hereby consents, and shall cause Spoonful to consent, to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company and waives in perpetuity, with respect to the employment or engagement by the Surviving Company of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful may have against the Surviving Company or Parent, any of their respective Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees. The Company and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree that neither the Surviving Company nor Parent shall have any liability relating to or arising out of the employment of any Business Employee up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business on or before the Closing Date. Neither the Surviving Company nor Parent shall have any liability with respect to any current or former Business Employee of Spoonful working at the Company or any of its Affiliates, including any Transferred Employee, arising from such Business Employee’s employment or engagement with Spoonful or any its Affiliates or the termination of such Business Employee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before Closing. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful shall retain liability and remain responsible for any and all Liabilities in respect of the Business Employees and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee by Spoonful or any of their Affiliates (including, without limitation, in connection with the consummation purchase of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation underAcquired Business, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to with each such individual’s engagement with Spoonful or its Affiliates offer being contingent on or before Closing. Further, SBEEG and Spoonful, as applicable, shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation completion of the transactions contemplated by this Agreement. Subject Closing and subject to Purchaser's ability to terminate the first sentence of this section, nothing in this Agreement shall obligate Parent or the Surviving Company to retain any Transferred Employee in its employ for any specific time period. The Surviving Company may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties employment of any Transferred Employee (as defined below) at any time on or after following the Closing Date Date. Purchaser shall not and shall not permit any of its Affiliates to, prior to the last day of the Auction, solicit any employees of Parent or the Subsidiaries other than (i) with the prior written permission of Parent or (ii) at in accordance with a general plan for the Surviving Company’s sole discretion, change recruitment of employees agreed with Parent and the Subsidiaries. Each employee of Parent or eliminate any the Subsidiaries who accepts Purchaser's offer of employment as of the plansClosing shall be referred to herein as a "Transferred Employee." Parent shall, policies or arrangements shall cause the applicable Subsidiary to, terminate all Transferred Employees as of the Surviving Company applicable Closing Date. In addition to any severance obligations under the terms of the KERP or under any other Contract specified in Schedule 5.5(d) of the Seller Disclosure Letter between any employee and a Seller Party, Purchaser shall pay severance in an amount determined under the terms of the Purchaser's severance pay guidelines and procedures to any employee of Parent or the Subsidiaries who does not become a Transferred Employee and to any Transferred Employee whose employment is terminated without cause (as defined in Purchaser's employment guidelines and procedures) on or prior to the Transferred Employeesfirst anniversary of the Closing Date. Notwithstanding the foregoing, Parent acknowledges and agrees that any Employee Benefit Plan, including any vacation plan, which provides for benefits determined with reference to the date an employee’s employment began shall be determined based upon each Transferring Employees original employment date with the Company or Spoonful.(b)

Employment Matters. (a) The Surviving Company shall On or before the Closing Date, Buyer may contact and have discussions with any employee of Seller and offer employment to all any such employee, effective as of the Closing Date, as Buyer may elect on terms acceptable to Buyer. Between the date of this Agreement and the Closing, Buyer shall offer conditional employment to each Business Employee. Buyer’s offers of conditional employment to the Business Employees who are employed by Spoonful (or, in shall be “at will” and with responsibilities and duties comparable to the case responsibilities and duties of independent contractors, offer those individuals employment with Seller prior to continue to engage such independent contractors who are under contract to perform services for the Company) on the Closing Date at and with base salary and benefits, on a going-forward basis, that are substantially comparable in the aggregate to the base salary or wage and commission benefits provided by Seller prior to the Closing Date, provided that such employees will be eligible to participate in incentive compensation and bonus opportunity at least comparable plans on the same terms as provided to similarly situated employees of Buyer. Any offer of conditional employment by Buyer to a Business Employee shall be contingent on such employee satisfactorily completing Buyer’s ordinary course employee pre-hire process. Seller shall cooperate with and assist Buyer in such efforts, including providing access to the Business Employees as requested by Buyer (any such Business Employee that in effect immediately prior accepts employment with Buyer, a “Transferred Employee”). Seller hereby agrees to Closing. The Company terminate and SBEEG hereby consents, and shall cause Spoonful to consent, consents to the hiring of the Transferred Employees of Spoonful working at the Company by the Surviving Company Buyer and waives in perpetuity, with respect to the employment or engagement by the Surviving Company Buyer of the Transferred Employees, any claims or rights the Company, SBEEG or Spoonful Seller may have against the Surviving Company or ParentBuyer, any of their respective its Affiliates or any such Transferred Employees under any non-competition, confidentiality, employment, assignment of inventions or similar Contract with the Transferred Employees(other than such rights that are assigned to Buyer pursuant to this Agreement). The Company Seller acknowledges and SBEEG, and SBEEG on behalf of Spoonful, acknowledge and agree agrees that neither the Surviving Company nor Parent Buyer shall not have any liability relating to or arising out of the employment of any Business Employee employee of Seller up to Closing and with respect to the termination on or before the Closing Date of any employee of Spoonful working at the Business Seller on or before the Closing Date. Neither the Surviving Company nor Parent Buyer shall not have any liability with respect to any current or former Business Employee employee of Spoonful working at the Company or any of its AffiliatesSeller, including any Transferred Employee, arising from such Business Employeeemployee’s employment or engagement with Spoonful or any its Affiliates Seller or the termination of such Business Employeeemployee’s employment or engagement with the Company or Spoonful or any of its Affiliates on or before ClosingSeller. Without limiting the generality of the foregoing, from and after the Closing Date, Spoonful Seller shall retain liability and remain responsible for any and all Liabilities liabilities in respect of the Business Employees employees of Seller and their beneficiaries and dependents relating to or arising in connection with or as a result of (i) the employment or engagement or the termination of employment or engagement of any such Business Employee employee by Spoonful or any of their Affiliates Seller (including, without limitation, including in connection with the consummation of the transactions contemplated by this Agreement); (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, or the operation and administration of, any Employee Benefit Plan; and (iii) accrued but unpaid salaries, wages, bonuses, commissions, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation) relating to such individual’s employment by or engagement with Spoonful or its Affiliates on or before ClosingSeller. Further, SBEEG and Spoonful, as applicable, Seller shall remain responsible for the payment of any and all retention, change in control, severance or other similar compensation or benefits which are or may become payable under an Employee Benefit Plan in connection with the consummation of the transactions contemplated by this Agreement. Subject to the first sentence of this section, nothing Nothing in this Agreement shall obligate Parent or the Surviving Company Buyer to retain any Transferred Employee in its employ for any specific time period. The Surviving Company Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time on or after the Closing Date and (ii) at the Surviving CompanyBuyer’s sole discretion, change or eliminate any of the plans, policies or arrangements of the Surviving Company Buyer applicable to the Transferred Employees. Notwithstanding (b) Seller shall be responsible for timely compliance with all federal, state and local Laws with respect to the foregoingeffect to any of its employees of the transactions contemplated by this Agreement or by any Related Agreement, Parent acknowledges including the Worker Adjustment and Retraining and Notification Act of 1988, as amended (“WARN”). Seller agrees that it will not take any Employee Benefit Plan, including action that causes the notice provisions of WARN or any vacation plan, which provides for benefits determined with reference state or local analog to WARN to be applicable to the date an employee’s employment began transactions contemplated by this Agreement or by any Related Agreement. (c) Seller and its respective ERISA Affiliates (if any) shall be determined based upon each Transferring Employees original employment date provide COBRA coverage to all “M&A qualified beneficiaries” associated with the Company transactions contemplated by this Agreement in accordance with Treasury Regulation §54.4980B-9. (d) None of the provisions of this Section 6.12 are intended to be for the benefit of, or Spoonful.otherwise enforceable by, any third party, including, without limitation, any employee of Seller, and no employee of Seller (or any dependents of such employees) will be treated as third party beneficiaries in or under this Agreement. 6.13