Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. 6.5.1 Between the date hereof and the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to at least eighty percent (a80%) Schedule 6.3(aof all Property Employees employed at the Property (x) sets forth as of the date hereof or (y) as of the date on which such offers are made, whichever number is less, excluding (i) any Property Employees on leave from employment (including, without limitation, under the name Family and title Medical Leave Act and analogous state and local law and the Uniformed Services Employment and Reemployment Act and analogous state and local law, on short or long term disability leave or workers compensation leave), each of certain Employees employed as whom is separately identified in Part I of Section 6.5.1 of the Execution Date Seller Disclosure Letter (the “Specified Excluded Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee which schedule shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, updated not fewer earlier than five ten Business Days prior to the Closing Date, Buyer shall provide and (ii) any Property Employees named in Part II of Section 6.5.1 of the Seller with a schedule Disclosure Letter (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”). All such offers of employment made by Buyer to Represented Employees shall be on terms and conditions that comply with the terms of the Collective Bargaining Agreements (including, a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following without limitation, the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(aseniority provisions therein). The Property Employees who accept Buyer’s offers of employment of the Continued Employees shall commence employment with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date and are herein collectively referred to as the “Transferred Employees.” Property Employees who (i) are not Transferred Employees, whether or not offered employment by Buyer, (ii) Excluded Employees, or (iii) Specified Employees, are herein referred to as “Retained Employees.” At least one Business Day prior to making offers of employment to Property Employees pursuant to this paragraph, Buyer shall advise Seller, in writing, of the names of the Property Employees to receive such offers. Following the Closing Date, (B) Seller shall provide be responsible for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate of any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeExcluded Employees.

Employee Matters. (a) Schedule 6.3(a) sets forth Employment Offers. Each of the Seller Employees shall be offered employment by Purchaser within an administratively reasonable period of time after the date hereof, to be effective as of the Closing, and with respect to the Indian Employees, such offer of employment shall be effective as of the Second Closing (the "Employment Offer"), which offers may be conditioned upon (i) the name occurrence of the Closing, and title the Second Closing in the case of certain Employees employed the Indian Employees, and (ii) the active employment of such Seller Employee as of the Execution Date Closing Date, and the Second Closing in the case of the Indian Employees, or the absence of such Seller Employee from active employment as of the Closing Date, and the Second Closing in the case of the Indian Employees, by reason of an approved leave of absence (any such absent employee, an "LOA Employee"). Each Employment Offer shall (i) be for a position similar to Seller Employee's current position unless Purchaser determines, in its sole discretion that a different position is more suitable for such Seller Employee in light of Purchaser's plans for the “Specified Employees”operation of the Business and evaluation of Seller Employee's skills and experience (except in the case of International Seller Employees whose employment agreements shall transfer by requirement of the Transfer Regulations, who shall be offered a position similar to such employee's current position), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as be at a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee location that is not a Specified greater than fifty (50) miles from the Seller Employee's current work location or the work location to which such Seller Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject is scheduled to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days move according to workplace consolidation plans announced by Seller prior to the Closing Date, Buyer shall provide Seller with a schedule (and the “Employee Severance Schedule”) Second Closing in the STARBURST ASSET PURCHASE AGREEMENT case of the Specified Employees Indian Employees, and (iii) include an offer to whom Buyer provide base pay that is equal to or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate higher than such Seller Employee's base salary as of the Buyer or date hereof and provide for commercially reasonable employee benefits in the Companies)aggregate, subject including, for some Seller Employees, options to the employment practices and policies purchase shares of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)Purchaser Common Stock; provided, however, in each case that subject to the number following provisions of employees identified as Transitional Employees and Non-Continued Employees on this Section 8.8, the Employee Severance Schedule foregoing shall not materially differ be construed to prevent Purchaser from changing the number position, location, base pay, benefits or any other terms and conditions of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued any Transitioning Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of following the Closing Date, and the Second Closing in the case of the Indian Employees. Seller Employees who accept Employment Offers and actually (Bi) commence employment with Purchaser on the Closing Date, and the Second Closing in the case of the Indian Employees, or (ii) in the case of LOA Employees, actually commence employment with Purchaser upon expiration of their authorized leave of absence (the "Transitioning Employees") shall provide for a substantially comparable pay rate as earned by become employees of Purchaser or one of its Control Affiliates effective on the Continued Closing Date, and the Second Closing in the case of the Indian Employees, and in the case of LOA Employees, effective upon expiration of their authorized leave of absence ("LOA Employee immediately Transition Date") and their employment with Sellers shall cease on the same date. Sellers agree to cooperate in good faith with Purchaser to achieve the acceptance of all of the Employment Offers. Sellers agree to promptly notify Purchaser in the event that, prior to the Closing through December 31, 2016Date, and prior to the Second Closing with respect to the Indian Employees, any Seller Employee who received an Employment Offer (Ci) shall offer such employee continued employment in ceases for any reason to be employed by Sellers, or (ii) notifies Sellers of his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability intention to terminate any employee at any time employment with Sellers or to reject an Employment Offer. Sellers agree that promptly after delivery of the Employment Offers, Sellers will communicate to those Seller Employees who are located in the United States who received the Employment Offers that Sellers do not anticipate having a need for the services of such Seller Employees after the Acquisition of the Business by Purchaser, and for any reason). In additionSellers shall terminate all such Seller Employees who are officers or key managers of a Seller and have a written employment agreement with NAI, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans which termination shall occur on the same basis Closing Date or in the case of such Seller Employee who is an LOA Employee, on the expiration of his or her authorized leave of absence. Notwithstanding the foregoing, International Seller Employees whose employment agreements are listed in Section 8.8(b) of the Seller Disclosure Schedule shall have their employment (including the terms and the same extent as they participated prior conditions of such employment) transferred pursuant to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeTransfer Regulations.

Employee Matters. (a) Schedule 6.3(a) sets forth At the Effective Time, EQBK may, in its sole and absolute discretion, either discontinue the employment of one or more current employees of RBI or any of its Subsidiaries (i) the name and title of certain Employees employed as of the Execution Date (the each a “Specified EmployeesTerminated Employee”), or continue the employment of one or more current employees of RBI or any of its Subsidiaries (iieach a “Continuing Employee”) and provide benefits to such Continuing Employee as described in this Section 7.07. EQBK shall consult with the Employee Obligations that would arise President of RBI with respect to the termination of any such employees in connection with the Closing. Subject to the right of subsequent amendment, modification, replacement or termination in the sole discretion of EQBK, each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Continuing Employee shall be deemed a Continued entitled, as an employee of EQBK or its Subsidiaries, to participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible under such plans and, if required, selected for participation therein under the purposes terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 7.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 6.3. Subject 7.07 shall not be deemed or construed so as to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) duplication of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies)similar benefits but, subject to the employment practices that qualification, EQBK shall, for purposes of vesting and policies any age or period of Buyer and its Affiliates service requirements for commencement of participation with respect to any employee benefit plans in which a Continuing Employee may participate (the “Continued Employees”excluding any defined benefit pension plan), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in credit each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Continuing Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position term of service with RBI or a position with materially comparable duties (subject to Buyer’s, any of its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior Subsidiaries to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute extent such service was recognized under the analogous Employee Plan of RBI or replace such plans, which Buyer may do in any of its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeSubsidiaries.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Prior to the name Effective Time, Seller shall cause to be transferred from the Company and title its Subsidiaries to Seller or one of certain Employees employed as its Subsidiaries those employees of the Execution Date (Company and its Subsidiaries that are listed in Section 5.4(a) of the “Specified Employees”)Seller Disclosure Letter, (iiwith such Section 5.4(a) to be updated based on mutual agreement of Buyer and Seller on the Employee Obligations that would arise in connection with fifteenth Business Day prior to the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued EmployeeClosing Date. In addition, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for prior to the purposes of this Section 6.3. Subject Effective Time, subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days approval by Buyer at least 15 days prior to the Closing Date, Seller shall cause to be transferred (i) from the Company and its Subsidiaries to Seller or one of its Subsidiaries those employees of the Company and its Subsidiaries listed in Section 5.4(a)(i) of the Seller Disclosure Letter and (ii) from Seller and its Subsidiaries (other than the Company) to the Company or one of its Subsidiaries those employees who are listed in Section 5.4(a)(ii) of the Seller Disclosure Letter. Following the Closing, Buyer shall provide may request that certain employees of Seller and its Subsidiaries performing services for Buyer and its Subsidiaries under and pursuant to the Seller-ABS TSA and/or the Seller-Company TSA be hired by Buyer and its Subsidiaries (including the Company) (subject to agreement of Seller with respect to such employees not providing legal services under the Seller-ABS TSA and/or the Seller-Company TSA) not later than 90 days following the Closing Date (“Offer Employees”) and, in order to effect the hiring of such Offer Employees, Buyer or one of its Subsidiaries (including the Company) shall make a schedule written Qualifying Offer (as defined below) to each Offer Employee no later than 90 days following the Closing Date (provided that each such Offer Employee remains employed through the date of such offer), and, upon the acceptance of such an offer by an Offer Employee, Seller and its Subsidiaries shall terminate the employment of such Offer Employee within 5 Business Days of the Offer Employee accepting the offer and such Offer Employee shall, upon termination of employment by Seller and its Subsidiaries, immediately become employed by Buyer or one of its Subsidiaries (including the Company) (such Offer Employees who become so employed by Buyer and its Subsidiaries (including the Company), the “Delayed Hire Employees” and the date on which each such Offer Employee is so hired, the “Delayed Hire Date”). For the purposes of this Section 5.4(a), a “Qualifying Offer” is an offer of immediate employment by Buyer and its Subsidiaries (including the Company) that remains open for no more than 10 days to (A) an Offer Employee who is eligible to participate in Seller’s Executive & Officer Severance Pay Plan (the “Employee E&O Severance SchedulePlan”) of which provides for (x) total annual cash compensation (as such term is used in the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of E&O Severance Plan) that is not less than the Buyer or the Companies), subject Offer Employee’s total annual cash compensation immediately prior to the date that such offer of employment practices is made, (y) other compensation and policies benefits on terms consistent with Section 5.4(b) and (z) a position that does not require relocation and (B) an Offer Employee who is eligible to participate in Seller’s Severance Pay Plan for Nonunion Associates which provides for (x) base pay that is no less than the base pay paid to such employee immediately prior to the date of such employee’s termination of employment, (y) other compensation and benefits on terms consistent with Section 5.4(b) and (z) a position that does not require relocation. The intent of Buyer and Seller is that each Delayed Hire Employee shall be treated consistently with this Section 5.4 as if employed by the Company at the Closing, as described further below. With respect to any Offer Employee who is made an offer that is not a Qualifying Offer, the Company shall be required to reimburse Seller and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment Subsidiaries for the period after actual costs of any severance benefits payable under the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee E&O Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer Plan or the Companies (A) shall be effective or shall continueSeller’s Severance Pay Plan for Nonunion Associates, as applicable, as payable by Seller or any of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior its Subsidiaries to the Closing through December 31, 2016, and (C) shall offer any such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued terminated Offer Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title Seller shall provide to Purchaser a list of certain Employees employed as all of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection Company's employees whose work is primarily associated with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued EmployeeCompany Property. Each Employee that is not a Specified Employee Purchaser shall be deemed a Continued Employee for have the purposes right to interview the Company's employees at any time after the execution of this Section 6.3. Subject to applicable Law Agreement and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) list of the Specified Employees Company's employees which have agreed, prior to whom Buyer Closing, to become an Employee (as defined below). Any employee who, for whatever reason does not become an Employee, shall, prior to Closing, become an employee of Seller or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of Seller. Seller shall be solely responsible for the Buyer payment of any severance or other benefits to employees who are not Employees, should they be entitled to any under existing policies of the Seller or the CompaniesCompany. Notwithstanding any other provision of this Agreement, the parties hereto do not intend to create any third-party beneficiary rights, including without limitation, severance payment rights respecting any of the Company's employees or future employees as a result of the provisions herein and specifically hereby negate any such intention. With respect to those employees who continue employment with the Company after the Closing Date (the "Employees"), Purchaser agrees to provide employee benefits to the Employees that are, in all material respects, no less favorable to such Employees than the employee benefits provided to similarly situated employees of Purchaser (or its Affiliates) under employee benefit plans sponsored by Purchaser provided that such Employees will be subject to the employment practices terms and policies conditions of Buyer and its Affiliates (the “Continued Employees”)applicable employee benefit plan, a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, howeversubject, in each case all cases, to the number provisions of employees identified as Transitional this Section 5.5. However, the Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from be credited with their prior years of service with the number Company for purposes of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer Purchaser's Separation Benefit Plan or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide Purchaser's Separation Benefit Plan for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeSenior Management.

Employee Matters. (a) Schedule 6.3(a) sets forth At the Effective Time, EQBK may, in its sole and absolute discretion, either discontinue the employment of one or more current employees of Prairie or any of its Subsidiaries (i) the name and title of certain Employees employed as of the Execution Date (the each a “Specified EmployeesTerminated Employee”), or continue the employment of one or more current employees of Prairie or any of its Subsidiaries (iieach a “Continuing Employee”) and provide benefits to such Continuing Employee as described in this Section 6.07. EQBK shall consult with the Employee Obligations that would arise President of Prairie with respect to the termination of any such employees in connection with the Closing. Subject to the right of subsequent amendment, modification, replacement or termination in the sole discretion of EQBK, each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Continuing Employee shall be deemed a Continued entitled, as an employee of EQBK or its Subsidiaries, to participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible under such plans and, if required, selected for participation therein under the purposes terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 6.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 6.3. Subject 6.07 shall not be deemed or construed so as to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) duplication of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies)similar benefits but, subject to the employment practices that qualification, EQBK shall, for purposes of vesting and policies any age or period of Buyer and its Affiliates service requirements for commencement of participation with respect to any employee benefit plans in which a Continuing Employee may participate (the “Continued Employees”excluding any defined benefit pension plan), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in credit each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Continuing Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position term of service with Prairie or a position with materially comparable duties (subject to Buyer’s, any of its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior Subsidiaries to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute extent such service was recognized under the analogous Employee Plan of Prairie or replace such plans, which Buyer may do in any of its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeSubsidiaries.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Prior to the name and title of certain Employees employed Closing Date, but effective as of the Execution Date Closing, the Buyer shall make offers of employment to all of the Active Business Employees (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Active Business Employee, upon accepting an offer of employment from the Buyer, a Transitional "Transferred Employee"). For a period of eighteen (18) months following the Closing Date, as Inactive Business Employees are able to return to active employment, the Buyer shall make offers of employment to each such returning Inactive Business Employee, and each such Inactive Business Employee or shall, upon accepting an offer of employment from the Buyer, be a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Transferred Employee for the purposes of this Section 6.3Agreement. Subject to applicable Law The Closing Date and all agreements and other arrangements any such later date upon which a Business Employee accepts employment with the Specified EmployeesBuyer shall be referred to herein as a "Buyer Employment Date." Each such offer of employment required by this Section 5.3(a) shall be communicated in a writing, the form of which shall be mutually agreed to by the Seller and the Buyer and shall include base salary or base wages and a target cash bonus opportunity which are, in the aggregate, and not fewer on an individual basis, no less favorable than five those provided to Transferred Employees prior to the applicable Buyer Employment Date. Nothing in this Agreement shall limit the right of the Buyer to terminate the employment of any Transferred Employee following the applicable Buyer Employment Date. The Buyer shall ho nor any recall rights of any individual whose employment relates primarily to the Business Days in accordance with any applicable policies of the Seller with respect to such individual immediately prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case that the number Buyer shall only be obligated to honor such recall rights with respect to any individual for up to one year after the date that such individual's employment is terminated. Any individual so recalled shall, from and after the date of employees identified as Transitional Employees and Non-Continued Employees on the such recall, be a Transferred Employee Severance Schedule shall not materially differ from the number for purposes of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeethis Agreement.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days Immediately prior to the Closing DateClosing, Buyer Seller shall provide Seller with a schedule terminate the employment of all of the employees identified (the “Employee Severance Schedule”"Employees") of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the attached "Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) Schedule," which schedule shall be effective or shall continue, as applicable, as of the Closing Date, prepared and delivered by Seller to TransWestern at least two (B2) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately business days prior to the Closing through December 31Closing. Immediately after the Closing, 2016, TransWestern will offer employment to the Employees. Nothing in this Agreement shall obligate TransWestern to offer employment to any employee of Seller or any other individual other than the Employees; and (C) nothing in this Agreement shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, limit the Companies’ ability of TransWestern to terminate the employment of any employee Employee at any time and for any reason), including without cause. In additionFrom and after the Closing Date, following Seller shall retain all Liabilities arising under or in connection with any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) or any other employee benefit plan or arrangement at any time maintained or contributed to by Seller, including, but not limited to, those Liabilities arising under Part 6 of Title I of ERISA and Section 4980B of the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretionCode. Seller shall be additionally responsible for all Liabilities (i) relating to compensation (including vacation pay and insurance benefits) of any Employee for periods prior to December 31, 1997 and of any other employee of Seller for any period, (ii) for sales commissions owed with respect to any Prior Edition in excess of $3,000 and/or (iii) arising as a result of the transactions contemplated by this Agreement, including, but not limited to, severance compensation and bonus payments, but not including vacation pay and insurance benefits owed to the Employees for any period (or portion thereof) commencing January 1, 1998, in an amount not to exceed the amount set forth on the Assumed Liability Schedule. 4.3 TransWestern's Post-Closing Collection Obligation. During the period commencing on the Closing Date and terminating on December 31, 1999 (the "TransWestern Collection Period"), in addition to its collection efforts for its own account with respect to any Future Editions, TransWestern shall bill xxx collect (on behalf of Seller) all outstanding trade accounts receivable (including local, foreign and national advertising accounts) associated with the Prior Editions or any editions of the Seller Directories that have publication dates occurring prior to June 30, 1998 (collectively, "Seller Accounts Receivable"). TransWestern shall apply any payments (including interest (if any)) collected by it hereunder with respect to Sellers Accounts Receivable shall be applied to payment of Seller Accounts Receivable on a customer-by-customer basis until either Seller Accounts Receivable are paid in full or the TransWestern Collection Period has terminated. During the TransWestern Collection Period, any payments collected by TransWestern from any customer with respect to accounts receivable arising out of Future Edition Customer Contracts shall first be applied to satisfy amounts owed by such customer under any Seller Accounts Receivable and then shall be for the account of TransWestern. During the TransWestern Collection Period, TransWestern agrees to use collection methods consistent with its commercially past custom and collection practice. TransWestern shall not settle or compromise amounts due under any Seller Account Receivable without providing Seller with seven (7) days prior notice of the proposed settlement or compromise, and TransWestern and Seller shall cooperate and work jointly to reach agreement during such 7-day period with respect to all adjustments, settlements, and write offs to be taken in connection with any such settlement or compromise. Seller agrees to respond to all requests by TransWestern to evaluate any such settlement in a timely manner (and, in any event, shall respond to such notice by TransWestern within 72 hours after receipt thereof). TransWestern agrees that, during the TransWestern Collection Period, it will use all reasonable efforts to assist Buyer adhere to Seller's adjustment guideline policy, which policy includes taking the following actions in connection with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.collecting Seller Accounts Receivable:

Employee Matters. (a) Schedule 6.3(aThe Sellers shall promptly update the list of Employees made available to Purchaser pursuant to Section 5.14(a) sets forth (iand Section 5.14(a) the name and title of certain Employees employed as of the Execution Date (Seller Disclosure Schedule to reflect any and all employment or service hirings or terminations occurring prior to the “Specified Employees”)Closing Date, (ii) the Employee Obligations that would arise in connection with the termination of each final such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject update to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer occur no later than five (5) Business Days prior to the Closing DateDate (it being understood that the Sellers will inform Purchaser in writing of the termination of employment or services of an Employee or Service Provider following the date hereof). In addition, Buyer the Sellers shall provide Seller Purchaser no later than five (5) Business Days following the Closing Date a true, correct and complete list of any and all employment losses (within the meaning of the WARN Act) incurred at the Company during the ninety (90) day period prior to and including the Closing Date. (b) The Sellers shall provide Purchaser, upon execution of this Agreement, with access to the Employees at times and in a schedule manner reasonably acceptable to the Seller, and with information reasonably requested by Purchaser with respect to compensation and benefits of the Employees. Purchaser or one of its Affiliates shall offer employment to the employees of the Sellers as it shall determine in its sole discretion (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Offered Employees”), a list . All Offered Employees who (A) accept the offer of Specified Employees whom Buyer will provide continuing employment during a six month transitional period from Purchaser or one of its Affiliates and (B) commence employment with Purchaser or one of its Affiliates as of immediately following the Closing (shall be referred to herein as the “Transitional Transferred Employees”) and .” Unless a list written acceptance of Specified Employees whom Buyer will not provide continuing an offer of employment for the period after is required by applicable Law, an Offered Employee who is actively at work with Purchaser or one of its Affiliates as of the Closing Date and continues employment shall be deemed to have accepted the offer of employment from Purchaser or one of its Affiliates, unless such Offered Employee specifically declines such offer of employment. (c) The employment of each Transferred Employee with Purchaser or one of its Affiliates shall commence immediately upon the “Non-Continued Employees”)Closing and shall be deemed, for all purposes, consistent with applicable Law and except as otherwise expressly provided herein, to have occurred with no interruption or break in service and no termination of employment; provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the that any Inactive Employee Severance Schedule shall not materially differ -73- be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, Purchaser and its Affiliates shall only be responsible for Liabilities relating to the Inactive Employee from and after the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a)date such Inactive Employee becomes a Transferred Employee. The employment of the Continued Employees any Inactive Employee with Buyer, an Affiliate Purchaser or one of Buyer or the Companies (A) shall be effective or shall continueits Affiliates, as applicable, shall be effective upon his or her return to active work, provided that the Inactive Employee reports to work with Purchaser or one of its Affiliates, as applicable, within fifteen (15) days after the end of any such approved leave and, to the extent permitted by applicable Law, in no event later than one hundred twenty (120) days following the Closing Date, and, as of such date, such Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by Purchaser. (d) The Sellers shall terminate, or shall cause to be terminated, the employment of all Transferred Employees effective as of the Closing or, with respect to any Inactive Employee who becomes a Transferred Employee after the Closing Date in accordance with Section 8.11(c), upon their return to active work with Purchaser or one of its Affiliates, as applicable. Subject to, and effective as of, the Closing, the Sellers hereby waive and release each of the Transferred Employees from any and all contractual, common law or other restrictions enforceable by the Sellers and their respective Affiliates on the employment, activities or other conduct of such individuals after their termination of employment with the Sellers except with respect to obligations related to confidentiality and trade secrets. Prior to the Closing Date, and to the extent necessary to implement this sentence, the Sellers shall cause to be taken all actions as may be reasonably required to amend any Employee Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that severance or separation payments shall not be payable to any Transferred Employee on account of such employee’s termination of employment with the Sellers and its Affiliates. (Be) Pursuant to the “Standard Procedure” provided in section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320, (i) Purchaser and the Sellers shall provide report on a predecessor/successor basis as set forth therein, (ii) the Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees for a substantially comparable pay rate as earned any tax period ending immediately prior to the Closing Date and the tax year including the Closing Date with respect to the portion of such year that such Transferred Employee was employed by the Continued Sellers and their Affiliates, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by the Sellers and their Affiliates. (f) Effective as of the Closing, Purchaser or one of its Affiliates shall assume sponsorship of each of the Employee Benefit Plans listed on Section 8.11(f) of the Seller Disclosure Schedule (the “Transferred Benefit Plans”), and any trusts, -74- insurance policies or third-party administrator contracts related to the Transferred Benefit Plans shall be assigned to Purchaser or one of its Affiliates effective as of the Closing. (g) Purchaser shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred on or after the Closing Date. The Sellers shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred prior to the Closing Date. (h) With respect to any accrued but unused vacation or paid time-off benefits (“Accrued PTO”) to which any Transferred Employee is entitled pursuant to the vacation policy or other arrangement applicable to such Transferred Employee immediately prior to the Closing through December 31as reflected in the list of Employees made available to Purchaser pursuant to Section 5.14(a), 2016Purchaser shall, and or shall cause its Affiliate to, either (CA) allow such Transferred Employee to use such Accrued PTO or (B) to the extent permitted by applicable Law, pay or cause Seller to pay any or all of the value of such Accrued PTO to such Transferred Employee in cash. (i) Nothing herein, express or implied, shall offer such confer upon any other Persons (including any current or former employee of the Seller, Purchaser or any of their respective Affiliates) any rights or remedies hereunder, including any right to employment or continued employment for any specified period or continued participation in his any Employee Benefit Plan or her current position other benefit plan, or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, any nature or kind whatsoever under or by reason of this Agreement. Nothing herein restricts or precludes the Companies’ ability right of Purchaser to terminate the employment of any employee at any time and for any reason)Transferred Employee. In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis Purchaser and the same extent as they participated prior Sellers agree that the provisions contained herein are not intended to be for the Closingbenefit of or otherwise be enforceable by, unless and until Buyer determines to amendany third party, modify, terminate, substitute including any current or replace such plans, which Buyer may do in its discretionformer Employee or Service Provider. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.8.12

Employee Matters. Each person who shall continue as an employee of Parent, the Acquisition Sub or the Company after the Closing shall, after the Closing, be an xx­xxxx employee of Parent, the Acquisition Sub or the Company to the extent permitted by applicable Law (a “Continuing Employee”); provided that each employee employed in the United States shall provide proof of the right to work in the United States as required by law. Following the Closing, each Continuing Employee shall be eligible to receive benefits (at Parent’s discretion) either: (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) under the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee Plans as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject provided to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated immediately prior to the Closing, unless or (b) consistent with Parent’s employment policies (which have been previously disclosed to the Company) or (c) a combination of clauses (a) and until Buyer determines (b). Except with respect to amendpaid time off benefits, modifyeach Continuing Employee who becomes eligible to participate in a Parent benefit plan shall be given credit, terminatefor the purpose of any service requirements for participation eligibility, substitute or replace vesting, for his or her period of continuous coverage under comparable Company benefit plans prior to the Closing to the extent permitted by Parent’s benefit programs and consistent with Parent’s employee benefit plans. No Continuing Employee, or any or his or her eligible dependents, who, at the Closing, are participating in a Company group health plan and who becomes eligible for coverage in a Parent group health plan shall be excluded from such plansParent group plan, which Buyer may do or limited in its discretioncoverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent’s employee benefit plans and the insurance carrier or provider. Seller The terms and provisions of this Section are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third­party beneficiary rights, and this Section does not confer any such rights upon any Continuing Employee. Nothing herein shall use its commercially reasonable efforts be construed to assist Buyer prohibit Parent from amending or terminating any Employee Plans in accordance with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements terms thereof and with any Continued Employeeapplicable Law.

Employee Matters. (a) Schedule 6.3(a) sets forth For a period of one year after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) provide base cash compensation to the name and title of certain Employees employed as employees of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee Company and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) its Subsidiaries who are employees of the Specified Employees to whom Buyer Company or any of its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee Subsidiaries immediately prior to the Closing through December 31, 2016Effective Time (the “Continuing Employees”) that is no less favorable than the base cash compensation in effect immediately prior to the Effective Time, and (Cii) (x) provide employee benefit plans and arrangements and paid time off accrual (including bonus and incentive opportunities (but excluding equity-based compensation) to Continuing Employees that are substantially comparable to those provided to similarly situated employees of Parent and (y) consider Continuing Employees for equity-based compensation grants at the same time and levels as similarly situated employees of Parent; provided, that (1) in no event shall offer any Continuing Employee be eligible to participate in any closed or frozen plan of Parent or any of its Subsidiaries; (2) Continuing Employees shall be eligible to participate in the Parent 401(k) Plan as soon as administratively feasible after the Closing Date; and (3) until such time as Parent shall cause the Continuing Employees to participate in the employee benefit plans and arrangements that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), a Continuing Employee’s continued participation in the employee benefit plans and arrangements of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans and arrangements may commence at different times with respect to each Parent plan and arrangement). Nothing in this Section 5.05(a) is intended to or shall create any right in any employee, consultant or contractor of the Company to continued employment in his by or her current position or a position with materially comparable duties (subject service to Buyer’s, its Affiliate’sParent, the Companies’ Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, or limit the ability of Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, to terminate the employment or service of any employee at any time and employee, consultant or contractor of the Company for any reason. For the avoidance of doubt, notwithstanding the provisions of this Section 5.05(a). In addition, following Parent shall or shall cause its appropriate Subsidiary to honor the Continuing Employee’s accrued paid time off as of the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(aOther than as set forth in Section 5.10(b), not less than twenty one (21) sets forth (i) days prior to the name and title expected Closing Date, Purchaser, or the appropriate Affiliate of certain Employees employed the Purchaser, on behalf of the Transferred Companies, shall make offers of employment to eligible Business Employees, to be effective as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued EmployeeClosing. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for such offer by Purchaser, or the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an appropriate Affiliate of the Buyer or Purchaser, to a Business Employee shall provide the Companies), subject to following terms and 57 conditions: (1) that such offer shall be effective as of the employment practices and policies of Buyer and its Affiliates Closing; (2) that the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period initial work location immediately after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, the same as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent initial job duties of the Business Employee immediately after the Closing shall be substantially similar as they participated immediately prior to the Closing, unless ; (3) that the Business Employee’s total annual cash compensation shall in the aggregate be substantially comparable to pre-Closing levels; (4) that the Business Employee shall be immediately eligible to participate in the fringe and until Buyer determines to amend, modify, terminate, substitute or replace such employee benefit plans, which Buyer may do programs and policies as Purchaser and its Affiliates provides to an eligible employee pursuant to the terms of such plan, program or policy; and (5) that such offer shall be deemed accepted unless affirmatively rejected by the Business Employee (each Business Employee who accepts or is deemed to have accepted such offer of employment (including pursuant to Section 5.10(b)), a “Transferred Employee”). Each such offer shall be subject to the screening procedures of Purchaser set forth in its discretionSection 5.10 of the Purchaser Disclosure Letter (for the avoidance of doubt, references in this Agreement to an “eligible” Business Employee means a Business Employee, subject to such screening procedures). Seller shall use its commercially reasonable efforts provide Purchaser with an updated list of the information described in Section 3.15(a) as reasonably requested by Purchaser in writing to assist Buyer with Buyer’s enable Purchaser to make the offers of employment described in this Section 5.10(a). Notwithstanding the foregoing, an updated Section 3.15(a) of the Seller Disclosure Letter shall be provided to Purchaser no later than three (or 3) Business Days after the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeContract Date and shall include the names of all Business Employees.

Employee Matters. The parties acknowledge and agree that it is their intention and belief that by virtue of the transactions anticipated hereunder, pursuant to the Transfer Regulations (aEuropean Communities (Protection of Employees on Transfer of Undertakings) Schedule 6.3(aRegulations, 2003) sets forth and applicable laws (i) the name applicable law governing transfer of employees in UK, Holland, Germany, France and title other European countries), the contracts of certain employment between the Seller and the Business Employees employed who accept Offer Letters from Buyer shall have effect on and after Closing as if originally made between the Buyer and the Employees. Accordingly, as and from Closing, the Buyer shall continue the employment of such Business Employees on the terms and conditions of employment which applied to such Business Employees prior to Closing. Seller shall indemnify Buyer against any costs, claims, liabilities and expenses in relation to the employment of the Business Employees during the period up to Closing. Buyer shall indemnify Seller against any costs, claims, liabilities and expenses in relation to the employment, or termination of employment, of the Business Employees accepting Offer Letters from the Buyer as and from Closing. Each of Seller and Buyer shall comply with its obligations under Regulation 8 of the Transfer Regulations and applicable laws and shall indemnify the other in respect of any breach of such Regulations and applicable laws. The Buyer ensures that where Business Employees are governed by US employment contracts those Business Employees will be offered terms and conditions no less favourable than those in existence. Exhibits Prior to the Closing Date and subject to Buyer receiving evidence that each such employee has a legal right to work in his or her country of current employment, each Key Employee and other Business Employees shall be given an Offer Letter by Buyer or an affiliate of Buyer. Such Offer Letters will, in addition to the terms identified above, provide that the offers of employment will be conditional on the completion of the transactions contemplated by this Agreement and that such offers of employment will be effective as of the Execution Date (Closing Date. Other than as required by applicable law or as set forth above, Buyer shall not be obligated to recognize or give credit for service or deemed service of the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days Offered Employees prior to the Closing Date, Buyer shall provide . The Seller with a schedule (Group agrees to administer the “accrued benefits under the Employee Severance Schedule”) Plans in respect of the Specified Continuing Employees to whom Buyer or its Affiliate will provide continuing employment materially in accordance with (whether at Buyeri) the terms thereof, an Affiliate (ii) all applicable laws, including, without limiting the generality of the Buyer or foregoing, the Companies), subject to the employment practices applicable pension and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016tax legislation, and (Ciii) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time administrative practices of the applicable pension regulator and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeetax authorities.

Employee Matters. (a) Schedule 6.3(a) sets forth For a period of one year after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) provide base cash compensation to the name and title of certain Employees employed as employees of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee Company and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) its Subsidiaries who are employees of the Specified Employees to whom Buyer Company or any of its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee Subsidiaries immediately prior to the Closing through December 31, 2016Effective Time (the “Continuing Employees”) that is no less favorable than the base cash compensation in effect immediately prior to the Effective Time, and (Cii) (x) provide employee benefit plans and arrangements and paid time off accrual (including bonus and incentive opportunities (but excluding equity-based compensation) to Continuing Employees that are substantially comparable to those provided to similarly situated employees of Parent and (y) consider Continuing Employees for equity-based compensation grants at the same time and levels as similarly situated employees of Parent; provided, that (1) in no event shall offer any Continuing Employee be eligible to participate in any closed or frozen plan of Parent or any of its Subsidiaries; (2) Continuing Employees shall be eligible to participate in the Parent 401(k) Plan as soon as administratively feasible after the Closing Date; and (3) until such time as Parent shall cause the Continuing Employees to participate in the employee benefit plans and arrangements that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), a Continuing Employee’s continued participation in the employee benefit plans and arrangements of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans and arrangements may commence at different times with respect to each Parent plan and arrangement). Nothing in this Section 5.05(a) is intended to or shall create any right in any employee, consultant or contractor of the Company to continued employment in his by or her current position or a position with materially comparable duties (subject service to Buyer’s, its Affiliate’sParent, the Companies’ Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, or limit the ability of Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, to terminate the employment or service of any employee at any time and employee, consultant or contractor of the Company for any reason. For the avoidance of doubt, notwithstanding the provisions of this Section 5.05(a). In addition, following Parent shall or shall cause its appropriate Subsidiary to honor the Continuing Employee’s accrued paid time off as of the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following cause the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicableCompany to continue to employ, as of the Closing Date, each of the employees of the Company who are employed (Bincluding those who are actively employed or absent due to vacation, holiday, layoff, illness, leave, short-term disability, or other permitted absence from employment) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31Date. Employees who (i) continue in such employment with the Company or (ii) who accept such an offer of employment by Buyer or one of its Affiliates (including the Company) are herein referred to as “Continued Employees.” From and after the Closing Date, 2016, any right to reemployment for any Continued Employees who are on long-term disability as of immediately prior to the Closing Date shall be the obligation of Seller and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’sAffiliates and not of Buyer and its Affiliates. Further, the Companies’ ability provisions of this Section 6.9 are for the sole benefit of the parties to terminate this Agreement and nothing herein, expressed or implied, is intended or shall be construed to constitute an amendment to any employee at any time of the compensation and benefit plans maintained for any reason). In addition, following the Closing, or provided to the Continued Employees will continue prior to participate or following the Closing Date, or to confer upon or give to any person (including for the avoidance of doubt any current or former directors, officers, owners, employees, or independent contractors of the Company) any legal or equitable rights or remedies with respect to the matters provided for in this Section 6.9 or any other provision of this Agreement. The Buyer shall be responsible for all severance, termination and other costs arising from or related to the termination by the Buyer or the Company Benefit Plans on after the same basis and Closing of any Continued Employees. Notwithstanding anything herein to the same extent as they participated contrary, the Buyer shall provide each Continued Employee full credit for previous periods of service by such Continued Employee to the Company or its Affiliates prior to the Closing, unless . The Sellers shall be solely responsible to provide severance benefits based on the Sellers’ severance plans and until Buyer determines policies to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts any employees of the Company whose employment is terminated prior to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior Prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) offer employment, effective as of the Specified Employees Closing, in a comparable position, at the same work location and on substantially comparable terms and conditions, to whom each Asset Transfer Employee who is not a member of a bargaining unit governed by a U.S. collective bargaining agreement. Prior to the Closing Date, Buyer or its Affiliate will provide continuing employment (whether at Buyershall offer employment, an Affiliate effective as of the Closing, in a comparable position, at the same work location and on substantially comparable terms and conditions, to each Asset Transfer Employee who is a member of a bargaining unit governed by a U.S. collective bargaining agreement assumed by Buyer or the Companies), pursuant to Section 4.7(g) and subject to the employment practices provisions of Section 4.7(g). Prior to the Closing Date, Buyer shall offer employment, effective as of the Closing, in a comparable position and policies at the same work location, and upon such other terms and conditions which Buyer may establish (provided such employees shall be offered the same base wage rates as immediately prior to the Closing), to each Asset Transfer Employee who is a member of a bargaining unit governed by a U.S. collective bargaining agreement not assumed by Buyer pursuant to Section 4.7(g). Seller and its Affiliates (Affiliates, as the “Continued Employees”)case may be, a list shall terminate its employment relationship with all Asset Transfer Employees effective as of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (Closing. Each of the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees who remains on the Employee Severance Schedule shall not materially differ from the number employment rolls of employees identified a Transferred Subsidiary as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with BuyerClosing, an Affiliate of Buyer whether or the Companies (A) shall be effective or shall continue, as applicable, not actively at work as of the Closing Date, (B) shall provide for a substantially comparable pay rate and each of the Asset Transfer Employees who accepts Buyer’s offer of employment and whose employment is transferred to Buyer or an Affiliate of Buyer as earned by the Continued Employee immediately prior to of the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or be a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued “Transferred Employee.”

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer Not later than five (5) Business Days prior to the Closing Date, Buyer shall provide Seller with agrees to make, or to cause the Company or a schedule Subsidiary or another Affiliate of Buyer (“Employer”) to make, a Qualifying Offer of employment to each of the Employees whose names and positions are set forth in Section 4.15(b) of the Disclosure Schedules, excluding any such Employee who is not actively at work and not on Approved Leave (the “Offered Employees”). For purposes of this Agreement, a “Qualifying Offer” shall (i) be an offer of employment, consistent with the terms of this Section 6.09, to an Offered Employee Severance Schedulefor employment with Employer, (ii) be made on or before the Closing Date and confirmed in a letter (the “Offer Letter”) within a reasonable time thereafter, (iii) be at a base salary or wage rate not less than the base salary or wage rate set forth in Section 4.15(b) of the Specified Employees Disclosure Schedules and in effect for such Offered Employee as an Employee of Seller as of the date of this Agreement, (iv) offer employment at a principal work place no more than 30 miles distant from such Offered Employee’s principal work place as of the date of the Qualifying Offer, (v) provide for bonus opportunities and employee benefits no less favorable in the aggregate than those provided to whom Buyer or its Affiliate will provide continuing employment (whether at similarly-situated employees of Buyer, an Affiliate (vi) provide that such employment will be effective (contingent upon the Closing and the Offered Employee’s timely acceptance of the Buyer or the Companies), subject to the employment practices Qualifying Offer in accordance with its terms and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”conditions) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, and (Bvii) otherwise be consistent with Employer’s standard terms, conditions and policies of employment and the terms hereof; provided that Buyer shall provide for a substantially comparable pay rate as earned be entitled to specify in each Offer Letter that (i) the employment of each Offered Employee is subject to termination at any time by the Continued Employee immediately prior Buyer subsequent to the Closing through December 31, 2016, and (Cii) shall offer such employee continued the base salary or wage rate, bonus opportunities and other terms of employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee may be changed at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior by Buyer subsequent to the Closing, unless in each case consistent with the terms of this Agreement and until Employer’s standard terms, conditions and policies of employment. An Offered Employee who signifies his or her acceptance of a Qualifying Offer, but does not report for work as specified in the Qualifying Offer and does not otherwise satisfy each of the terms and conditions of such Qualifying Offer, shall be deemed not to have accepted the Qualifying Offer. An Offered Employee who accepts and complies with the terms and conditions of a Qualifying Offer shall become an employee of Employer (a “Transferred Employee”) as of the following date and time (the “Employment Date”): (i) in the case of an Offered Employee who is actively at work on the Closing Date, 12:00 a.m. of the day after the Closing Date, (ii) in the case of an Offered Employee who is on Approved Leave on the Closing Date, upon such Offered Employee’s report to his or her assigned work location and the inception of his or her rendering to Employer services for compensation immediately upon the end of the Approved Leave and otherwise in accordance with the terms and conditions of the Qualifying Offer and (iii) in the case of any Offered Employee not actively at work on the Closing Date and not on Approved Leave whom Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do decides in its discretionsole discretion to hire, such date as Employer may determine (subject to the Offered Employee’s satisfaction of the terms and conditions of the Qualifying Offer). Seller In the case of an Offered Employee who is on Approved Leave, acceptance of the Qualifying Offer and employment with Employer shall use its commercially be conditioned upon the Offered Employee’s timely provision of a medical release or other documentation reasonably satisfactory to Employer which evidences the Offered Employee’s ability to perform the essential functions of his or her regular work, with or without reasonable efforts accommodation, and the Offered Employee’s return to assist Buyer active work with Buyer’s (or Employer no later than immediately upon the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeend of the leave of absence.

Employee Matters. (a) Schedule 6.3(aAs soon as practicable after the date of this Agreement and in any event within five (5) sets forth Business Days of the date of this Agreement, Purchaser shall, or shall cause one of its Affiliates to, make offers of employment effective as of the Closing, or with respect to each Business Employee who is a Leased Employee (as defined in the Transition Services Agreement), effective upon the expiration of the Employee Leasing Term (as defined in the Transition Services Agreement), to each Business Employee who is employed or engaged by Seller or an Affiliate thereof (other than the Target Company or one of its Subsidiaries), including any such Business Employee who is not actively at work at the Closing (each an “Inactive Employee”). Each offer of employment by Purchaser or an Affiliate thereof pursuant to this Section 5.10(a) shall be in writing and shall offer employment (i) in a position that is substantially similar (or more senior) to the name and title of certain Employees employed as of position held by such Business Employee immediately prior to the Execution Date (the “Specified Employees”)Closing, (ii) with a title of their position that is substantially similar to the title held by such Business Employee Obligations that would arise in connection with immediately prior to the termination of each such Specified Employee and Closing, (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule same general location of employment as (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, howeverwhich, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule any event, shall not materially differ from the number be more than 25 miles from) such Business Employee’s location of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continueservice, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless (iv) with substantially the same responsibilities as such Business Employee’s responsibilities as of immediately prior to the Closing, and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do (v) in its discretioncompliance with all other covenants set forth in this Section 5.10. Seller shall terminate (x) the employment or service, as applicable, of all Transferred Employees and (y) the participation of all Transferred Employees in the Employee Plans, in each case, effective as of the Closing. Seller and Purchaser intend that the transactions contemplated by this Agreement shall not result in a severance of employment or service, as applicable, of any Transferred Employee for purposes of any Employee Plan and that the Transferred Employees shall have continuous and uninterrupted employment or service, as applicable, immediately before and immediately after the Closing, and Purchaser and Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (ensure the same. Each Inactive Employee shall become a Transferred Employee as of the date such Inactive Employee has been cleared for, and presents himself or herself to Purchaser for, active employment or service on or prior to the date that is six months following the Closing Date and, except as otherwise required by Applicable Law or as otherwise specifically provided in this Agreement, all references in this Agreement to the Closing or the Companies’ immediately following Closing Date in respect of an Inactive Employee shall instead be deemed to refer to the date such Inactive Employee actually commences employment or service with Purchaser or one of its Affiliates. Each Leased Employee shall become a Transferred Employee in accordance with the terms of the Transition Services Agreement and all references in this Agreement to the Closing or the Closing Date in respect of a Leased Employee shall instead be deemed to refer to the date such Leased Employee actually commences employment with Purchaser or one of its Affiliates. If any Transferred Employee requires a visa, work permit or pass or other approval for his or her employment to continue with Purchaser or its Affiliates, Purchaser shall use its reasonable best efforts to see that any necessary applications are promptly made and to secure the necessary visa, permit, pass or other approval. Purchaser shall comply with all Applicable Laws relating to the offers of employment to Business Employees and the continuation of employment or service of the Transferred Employees after the Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed Effective as of the Execution Closing Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee except for the purposes of Company Employee Amounts, as otherwise specified in this Section 6.3. Subject 7.8 or as set forth on the Statement, Seller (or an Affiliate of Seller, at the direction of Seller) shall assume all monetary liabilities and monetary obligations of the Company actually incurred prior to applicable Law the Closing Date and all agreements and other arrangements with relating to the Specified Employees, not fewer than five Business Days period of time prior to the Closing Date, Buyer shall provide Seller with and not otherwise paid out of Cash (other than any such monetary liabilities and monetary obligations arising as a schedule result of actions or omissions on the part of any of Holdco, Purchaser, Ikaria, any Investor or any of their respective Affiliates (the “Employee Severance Schedule”including by virtue of any breach of this Section 7.8 or any amendment or modification to any Contract, Pension Plan, Welfare Plan or other employee benefit plan)) in respect of the Specified Employees employment, termination of employment, compensation or employee benefits of any current employee of the Company, including employees on vacation, disability, or leave of absence (each such employee, a Company Employee), and former employees of the Company, it being agreed and understood that: (i) the Company shall remain responsible for, and Seller shall not assume (nor shall Seller direct any Affiliate to whom Buyer assume), any liabilities or its Affiliate will provide continuing employment obligations related to the Company Employee Amounts and (whether at Buyer, ii) no liability or obligation shall otherwise be assumed by Seller (or an Affiliate of the Buyer or the Companies), subject Seller) hereunder to the employment practices extent that the amounts related to such liability have been included as a deduction in the calculation of the Cash Purchase Price under Section 2.4 and policies the $[**] threshold referred to in Section 2.4(b) has been exceeded. Without limiting the generality of Buyer and its Affiliates the foregoing: (x) any payments to be made by the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following Company pursuant to the Company’s Long Term Incentive Plan the liability for which has not actually been incurred prior to the Closing Date (the “Transitional Employees”) including units that vest and a list of Specified Employees whom Buyer will not provide continuing employment for the period become payable at any time on or after the Closing (Date) shall remain the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees liability and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment obligation of the Continued Company, (y) any employment agreements between the Company and Company Employees with Buyershall remain the liability and obligation of the Company, an Affiliate except to the extent of Buyer or any monetary liability actually incurred under such agreements prior to the Companies Closing Date (Aincluding earned but unpaid salary) shall be effective or shall continue, as applicable, and (z) any liabilities that are not actual liabilities as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior Date but become actual liabilities subsequent to the Closing through December 31Date shall not be included in the first sentence of this Section 7.8(a), 2016, and (C) shall offer notwithstanding the fact that the facts or other matters underlying such employee continued employment in his or her current position or a position with materially comparable duties (subject liability relate to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any period of time and for any reason). In addition, following before the Closing, the Continued Employees will continue to participate in . A list of all Company Benefit Plans on Employees as of a date no more than 30 days before the same basis and the same extent as they participated date hereof has been made available to Purchaser. Seller shall, at least 5 Business Days prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer provide Purchaser with Buyer’s a schedule of the Company Employee Amounts (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeScheduled Company Employee Amounts).

Employee Matters. (a) Schedule 6.3(a4.18(a) sets of the Seller Disclosure ---------------- ---------------- Memorandum lists each material employee benefit plan, arrangement, policy or program that any of the Company and its Subsidiaries maintains or to which any of the Company and its Subsidiaries contributes other than severance and retention plans relating to the transactions contemplated by this Agreement and set forth on Schedule 7.07 of the Seller Disclosure Memorandum (icollectively, ------------- the "Company's Plans"), including each material employee benefit plan within the --------------- meaning of Section 3(3) of ERISA. None of the name Company nor any of its Subsidiaries has any obligation to contribute to, or has any liability or contingent liability with respect to, any "multiemployer plan" (within the meaning of Section 3(37) of ERISA). The value, determined on a termination basis using the actuarial assumptions stated in the plan, of all accrued and title ancillary benefits (whether or not vested) under each Company's Plan that is a defined benefit plan (within the meaning of certain Employees employed Section 414(j) of the Code) did not exceed, as of the Execution Date (the “Specified Employees”)most recent valuation date, (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, exceed as of the Closing Date, the then current fair market value of the assets of the plan. No amount is due or owing to the Pension Benefit Guaranty Corporation (Bother than a liability for premiums under Section 4007 of ERISA). There are no investigations, proceedings or lawsuits, either currently in progress or expected to be instituted in the future, relating to any Company's Plan, by any administrative agency, whether local, state or federal. There are no pending or threatened lawsuits or other claims (other than routine claims for benefits under the plan and qualified domestic relations orders) shall provide against or involving any Company's Plan, or any Fiduciary of such plan (within the meaning of Section 3(21)(A) of ERISA) brought on behalf of any participant, beneficiary or Fiduciary thereunder, nor is there any reasonable basis for any such claim. None of the persons performing services for the Company or any of its Subsidiaries have been improperly classified as independent contractors, leased employees or as being exempt from the payment of wages for overtime other than such improper classifications which in the aggregate would not reasonably be expected to have a substantially comparable pay rate as earned Company Material Adverse Effect. To the extent applicable, the Company has furnished or made available to Purchaser copies of each Company's Plan and any summary plan description relating thereto, a copy of the most recent determination letter issued by the Continued Employee immediately prior IRS with respect to the Closing through December 31, 2016each Company's Plan, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeemost recent Form 5500.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as The Acquired Companies shall continue to employ all of the Execution Date (Continuing Employees after the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued EmployeeClosing Date. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior Prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) or one of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (including the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”Acquired Companies) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, howevershall notify, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyerwriting, individuals who are employed by an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee Acquired Company immediately prior to the Closing through December 31Date whether such individuals will continue in employment with the Buyer or one of its Affiliates (including the Acquired Companies) after the Closing Date either (i) as a “Retained Employee” or (ii) for a limited time period as a “Transition Employee.” Any Continuing Employee that is, 2016for whatever reason, and not designated by Buyer or one of its Affiliates (Cincluding the Acquired Companies) shall offer such employee continued employment in his or her current position as a “Retained Employee” or a position “Transition Employee” shall be considered for purposes of this Agreement a “Retained Employee”. For a period of at least twelve (12) months after the Closing Date, Buyer shall, or shall cause one of its Affiliates (including the Acquired Companies) to, provide the Continuing Employees with materially comparable duties (a level of base pay that is no less than each Continuing Employee’s current salary or wage rate and with benefits and other compensation arrangements generally provided to Buyer’s employees at the time of Closing, subject to Buyer’sthe terms and conditions of this Section 8.4. If a Transition Employee continues his/her employment with Buyer or one of its Affiliates (including the Acquired Companies) and is not terminated at the end of the Transition Period, its Affiliate’sthen, for purposes of this Section 8.4(a), such Transition Employee shall be considered a “Retained Employee” effective as of the Companies’ ability to terminate any employee at any time and for any reason). In addition, following first day after the Closing, end of the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeTransition Period.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, Effective as of the Closing Date, Seller will terminate the employment of all of its Employees. Buyer shall make offers of employment to each Employee, except where any such offer would violate applicable Laws, including U.S. immigration Laws. The terms of Buyer’s offers of employment to Employees pursuant to Section 7.11 shall include compensation and employee benefits as Buyer may determine in its sole discretion; provided that: (Bi) Buyer shall provide not terminate the employment of any Employee who accepts Buyer’s offer of employment (other than for a substantially comparable pay rate as earned by the Continued Employee immediately cause, which shall be determined in Buyer’s sole discretion) prior to the six-month anniversary of the Closing through December 31, 2016, Date; and (Cii) the initial base salary of Employees who accept Buyer’s offer of employment shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on be the same basis and the same extent as they participated in effect immediately prior to the Closing, unless and until employee benefits for Employees who accept Buyer’s offer of employment shall, in the aggregate, have a value comparable to the aggregate value of the employee benefits in effect for such Employees immediately prior to the Closing. Additionally, Buyer determines agrees that it shall provide each Employee who accepts Buyer’s offer of employment with service credit for the full amount of such Employee’s uninterrupted service with Seller prior to amend, modify, terminate, substitute or replace such the Closing Date for purposes of: (i) eligibility and vesting (but not benefit accrual) under Buyer’s employee benefit plans, which and (ii) rights to paid vacation time under Buyer’s vacation policy. Except as expressly set forth herein, nothing in this Section 7.11 or otherwise in this Agreement shall obligate the Buyer may do in its discretionto continue any term or condition of employment or any employee benefit plan, program or arrangement for any period of time or to employ any Employee for any period of time. Seller Buyer shall use its commercially make reasonable efforts to assist cause the health insurance carrier for its employee group health plan to (i) waive any pre-existing condition limitation under any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by the Buyer with in which any Employee who accepts Buyer’s offer of employment and their eligible dependents participate and (ii) provide each such employee and their eligible dependents with credit for any co-payments and deductibles paid by any of them during the relevant portion of the plan year prior to the Closing Date in order to satisfy any applicable deductible or out-of-pocket requirements under any employee welfare benefit plans in which any such employee and their eligible dependents participate after the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeClosing Date. Seller will upon reasonable request by Buyer provide to Buyer all information regarding each Employee as may be necessary for Buyer to satisfy the requirements of this Section 7.11.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”)The parties acknowledge that, (ii) the Employee Obligations that would arise in connection with the termination sale and transfer of the Business hereunder, Buyer shall extend offers of employment, conditional upon the Closing, to each such Specified of Seller’s current employees set forth on Schedule 7.1(a) (the “Business Employees”) concurrently with the execution of this Agreement. Such offers of employment shall be substantially equivalent to the proposed terms set forth Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. in Schedule 7.1(a), and must be accepted or rejected by the respective Business Employee and (iii) on or before the Closing Date. The Business Employees who agree to accept employment with Buyer are referred to herein as the “Transferred Employees.” In all respects Transferred Employees shall be employees “at will” of Buyer’s anticipated categorization . Seller shall terminate the employment of such Specified any Business Employee as who does become a Continued Transferred Employee, a Transitional and, additionally, shall terminate the employment of any Business Employee or a Non-Continued Employeewho rejects Biotage’s offer without the right to severance from Caliper. [***]. Each Transferred Employee that will be given credit by Buyer for his or her years of service with Seller. Additionally, Buyer shall pay severance, in an amount set forth in Schedule 7.1(a), to any Transferred Employee who is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days terminated by Buyer without cause prior to the Closing Date, Buyer shall provide Seller with a schedule twelve (the “Employee Severance Schedule”12) month anniversary of the Specified Employees date of hire of such Transferred Employee by Buyer. Notwithstanding the foregoing, nothing herein shall be construed to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of limit the Buyer or the Companies), subject to the employment practices and policies ability of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee Transferred Employee at any time and for any reason). In addition, following or to change the Closing, terms and conditions of such Transferred Employee’s employment ; provided that no such change shall abridge the Continued benefits to be given to Transferred Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeherein .

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title Purchaser shall, or shall cause one of certain Employees its Affiliates to, provide each individual who is employed as by any of the Execution Acquired Companies on the Closing Date and who continues employment with Purchaser or any of its Affiliates after the Closing Date (the “Specified Continuing Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee position providing base pay that is not a Specified Employee shall be deemed a Continued Employee for at least equal to the purposes of this Section 6.3. Subject base pay provided to such Continuing Employees by the applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days Acquired Company immediately prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided. Nothing in this Section 6.9, however, in each case will limit the number right of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The Purchaser to terminate or suspend employment of any Continuing Employee after the Continued Employees with BuyerClosing, an Affiliate subject only to the provisions of Buyer or the Companies Section 6.10. For a period of at least twelve (A12) shall be effective or shall continue, as applicable, as of months beginning on the Closing Date, (B) the Purchaser shall provide for a provide, or cause to be provided, to Continuing Employees, employee benefits and programs that, in the aggregate, are substantially comparable pay rate as earned similar either to the Employee Benefit Plans maintained or contributed to by the Continued Employee immediately prior Acquired Companies (as the case may be) for employees of the Acquired Companies as of the date of this Agreement or to employee benefit plans and programs provided by the Closing through December 31, 2016, Purchaser to similarly situated employees of the Purchaser. Continuing Employees shall receive service and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate vesting credit under any employee at any time benefit plans and programs of the Purchaser and its controlled group of corporations in which they are eligible to participate for any reason)service with the Acquired Companies. In additionFor the entire calendar year of 2010, following Continuing Employees shall be permitted to take earned but not taken vacation time-off as provided in Seller’s Vacation Time-Off policy. Continuing Employees shall also receive credit under any group health plan of the ClosingPurchaser and its controlled group of corporations in their initial year of eligibility for such plan for any co-payments, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute deductibles or replace other out-of-pocket costs already incurred by such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with employees under any Continued Employeeother group health plan for such period.

Employee Matters. (a) Schedule 6.3(a) sets forth Prior to the Closing, Parent or US Buyer shall offer “at will” employment, contingent on the Closing, by Parent or US Buyer to the Key Employees and Other Employees (i) the name and title of certain Employees employed as of the Execution Date (the each, an “Specified EmployeesOfferee”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee except for the purposes of this Section 6.3Mexican Employees. Subject to applicable Law and all Such “at-will” employment arrangements will supersede any prior employment agreements and other arrangements with the Specified Employees, not fewer than five Business Days such employee in effect prior to the Closing Date(other than any proprietary rights, confidentiality, noncompetition, nonsolicitation and assignment of inventions agreements which, for the avoidance of doubt, shall remain in effect, are assigned to US Buyer under this Agreement and are and shall provide Seller with a schedule be in addition to, and shall not limit or be limited by, the Employee Documentation and any other agreements and restrictions required by Parent and/or US Buyer). Each of the Offerees who executes and delivers his or her acceptance of an offer of employment or employment agreement (in either case, an “Offer Letter”), and associated employment-related documents including US Buyer or Parent’s form of restrictive covenant agreement, confidentiality and proprietary information and inventions assignment agreement and such other agreements and documents as US Buyer or such Affiliate requires (collectively, the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued EmployeesDocumentation”), a list within the reasonable deadline set by the Offer Letter and becomes an employee of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of US Buyer or the Companies (A) Parent shall be effective referred to herein as a “Hired Employee.” Following the delivery of each Offer Letter by US Buyer or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’sParent, the Companies’ ability to terminate any employee at any time Company and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller Subsidiaries shall use its their commercially reasonable efforts to assist Buyer ensure that each Offeree (i) accepts such Offeree’s Offer Letter as soon as possible and (ii) executes and delivers to Parent as soon as possible following such acceptance and delivery of the Employee Documentation, which shall be effective subject to the occurrence of the Closing and satisfaction of the conditions in the Employee Documentation and the satisfaction of a background check. Parent shall not be responsible for any Liability (x) related to the termination of any Employee of the Company or its Subsidiaries or (y) related to any Employee’s employment or other service relationship with Buyer’s (the Company or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeof its Subsidiaries.

Employee Matters. (a) Seller and the Seller Subsidiaries shall cooperate with and use their commercially reasonable efforts to assist Purchaser in its efforts to secure employment arrangements satisfactory to Purchaser with the employees of Seller and the Seller Subsidiaries identified on Schedule 6.3(a) sets forth (i) 7.2(o)-1 and Schedule 7.2(o)-2 hereto. Seller and the name and title Seller Subsidiaries shall not enforce against any such employee any confidentiality, non-compete, non-solicit or similar contractual obligations, or otherwise assert with respect to any such employee or Purchaser or any of certain Employees employed its Affiliates claims that would otherwise prohibit or place conditions on any such employee’s acceptance of an offer of employment by Purchaser or any of its Affiliates, any such employee’s employment by Purchaser or any of its Affiliates, or any actions taken by any such employee as an employee of Purchaser or any of its Affiliates. In furtherance of the Execution Date (foregoing, Seller and the “Specified Employees”), (ii) U.S. Subs shall terminate effective immediately prior to the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and Closing all employment agreements and other arrangements with all employees identified on Schedule 7.2(o)-2 hereto. Nothing contained in this Agreement shall confer upon any employee of Seller or any Seller Subsidiary any right with respect to continuance of employment by Purchaser, nor shall anything herein interfere with the Specified Employees, not fewer than five Business Days prior right of Purchaser to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to terminate the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer any such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time time, with or without cause, or restrict Purchaser in the exercise of its independent business judgment in modifying any of the terms and for any reason). In addition, conditions of the employment of such employees following the Closing. No provision of this Agreement shall create any third party beneficiary rights in any employee of Seller or any Seller Subsidiary, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the Closingcompensation, unless terms and until Buyer determines conditions of employment and benefits that may be provided to amendany such employee by Purchaser or under any benefit plan which Purchaser may maintain, modifyor otherwise. Neither Purchaser nor any of its Affiliates will contribute to any Seller Plan (other than an Iceland Entity Benefit Plan) or other compensation or benefit plan or agreement of Seller or any of the U.S. Subs. Neither Purchaser nor any of its Affiliates will assume sponsorship of, terminatenor will they adopt as a participating company in, substitute any Seller Plan (other than an Iceland Entity Benefit Plan) or replace such plans, which Buyer may do in its discretion. other compensation or benefit plan or agreement of Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeU.S. Sub or any part thereof.

Employee Matters. (a) Schedule 6.3(a) 9.7 sets forth a list of employees and contractors of Seller or its Affiliates who may be considered for employment or consultancy by Buyer (each individually an “Available Employee” and collectively, the “Available Employees”) and for each Available Employee Seller has, prior to the Execution Date, provided Buyer the following information: (i) the name individual’s title or position, hire date, and title of certain Employees employed as of the Execution Date (the “Specified Employees”)compensation, including base cash compensation and any other compensation, (ii) the Employee Obligations that would arise in connection with the termination any Contracts entered into between Seller or any of each its Affiliates and such Specified Employee individual, and (iii) Buyer’s anticipated categorization a description of the fringe benefits provided to each such Specified Employee as a Continued Employeeindividual. From and after the Execution Date, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee Buyer shall be deemed a Continued permitted to meet with and interview each Available Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements in connection with the Specified Employeesprospective employment or consultancy with Buyer and, not fewer no later than five Business Days ten (10) days prior to the Closing Date, may extend an offer of employment or consultancy to any such Available Employee that is conditioned on the occurrence of the Closing and whose employment or engagement with Buyer shall provide Seller with a schedule will become effective as of 12:00 a.m. the date of the Termination Date (as defined in the “Transition Services Agreement) applicable to such Available Employee Severance Schedule”(which in the case of Available Employees providing Operational Services (as defined in the Transition Services Agreement) may be the date contemplated by Section 1.1(c) of the Specified Transition Services Agreement), on terms reasonably determined by Buyer and otherwise not inconsistent with the terms of this Section 9.7. Buyer is responsible for scheduling any meetings or interviews and Seller and its applicable Affiliates shall reasonably assist Buyer with respect to such scheduling. Any meeting or interviews between Buyer and Available Employees shall be scheduled during normal business hours and otherwise at times and places that are not unreasonably inconvenient or disruptive to whom Buyer Seller or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of Affiliates and the Buyer or the Companiesapplicable Available Employee(s), subject with reasonable advance notice being provided to Seller or its Affiliates. It is understood that Buyer shall have no obligation to make an offer of employment or consultancy to or employ or engage any Available Employee. Seller shall (or shall cause its applicable Affiliate to) terminate the employment practices and policies of each Available Employee who accepts an offer of employment with Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”made pursuant to this Section 9.7(a) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing DateTermination Date (as defined in the Transition Services Agreement) applicable to such Available Employee (which in the case of Available Employees providing Operational Services (as defined in the Transition Services Agreement) may be the date contemplated by Section 1.1(c) of the Transition Services Agreement), (B) and, from and after such time, each such Available Employee shall provide be a “Continuing Employee” for a substantially comparable pay rate as earned by the Continued Employee immediately purposes of this Agreement. No such offer of employment or consultancy shall be for employment or consultancy that begins prior to 12:00 am the Closing through December 31date of the Termination Date (as defined in the Transition Services Agreement) applicable to such Continuing Employee (which in the case of Available Employees providing Operational Services (as defined in the Transition Services Agreement) may be the date contemplated by Section 1.1(c) of the Transition Services Agreement). For purposes of this Section 9.7, 2016with respect to an Available Employee for whom Xxxxx makes an offer of employment or consultancy, and (C) shall offer such employee continued employment in his or her current position consultancy may be directly with Buyer or indirectly with Buyer or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time related employer and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller relevant provisions of this Section 9.7 shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeebe construed accordingly.

Employee Matters. (a) As soon as practicable, and in any event no later than five (5) Business Days following the Execution Date, the Contributor Parties shall, to the extent permitted by Law and to the extent not previously delivered, deliver or cause to be delivered to Acquiror all information described on Schedule 6.3(a5.18(a). From the Execution Date until the Closing, the Contributor Parties shall, to the extent permitted by Law, provide Acquiror with reasonable access to the personnel of the Contributor Parties and the Compression Group Entities for purposes of making the offers contemplated by this Section 5.18(a). Subject to the foregoing, no later than ten (10) sets forth days prior to the Closing, Acquiror shall, or shall cause Acquiror Management to, make written offers of employment on Acquiror’s (or Acquiror Management’s standard form of offer letter) to such Operational Employees as Acquiror or Acquiror Management deems necessary to continue to operate the Compression Business following the Closing, with such offers to be effective as of the Closing Date. Each such offer of employment that (i) is no less than the name base compensation and title annual cash bonus opportunity, in the aggregate, provided to similarly situated (including, but not limited to, geography) employees of certain Employees employed Acquiror or Acquiror Management (as of the Execution Date (the “Specified Employees”applicable), (ii) provides for base compensation and an annual cash bonus opportunity that are, in the Employee Obligations that would arise in connection with the termination of each such Specified Employee and aggregate, at least equal to eighty percent (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”80%) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment those in effect for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued such Subject Employee immediately prior to the Closing through December 31, 2016Closing, and (Ciii) provides for a principal place of employment that is no more than fifty (50) miles from such Subject Employee’s principal place of employment as of immediately prior to Closing shall constitute a “Qualifying Offer.” Each Subject Employee who accepts Acquiror’s (or Acquiror Management’s) offer of employment and commences employment with an Acquiror Entity on or after the Closing Date (including any Executive/Sales Employee and any Operational Support Employee who receives and accepts an offer of employment pursuant to Section 5.18(b) or Section 5.18(c) below) shall offer such employee continued be referred to herein as a “Transferred Employee.” Acquiror and the Contributor Parties intend that the transactions contemplated by this Agreement shall not result in a severance of employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, of any Transferred Employee for purposes of any Contributor Employee Benefit Plan and that the Companies’ ability to terminate any employee at any time Transferred Employees shall have continuous and for any reason). In addition, following uninterrupted employment immediately before and immediately after the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and Acquiror and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller Contributor Parties shall use its commercially reasonable efforts to assist Buyer with Buyer’s (ensure the same. For the avoidance of doubt, the prior sentence in no way obligates Acquiror or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeof its Affiliates to employ any Transferred Employee for any length of service.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Immediately following execution of this Agreement, Trican Parent and Seller Companies shall, subject to the name and title of certain restrictions in Section 6.3, provide Buyer Companies access to the Business Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of discussing employment with Buyer or one of its Affiliates. Buyer shall, or Xxxxx Parent shall cause Buyer or one of its Affiliates to, promptly engage in such discussions and make written offers of employment as promptly as practicable after the date hereof and in all cases no later than 45 days after the date of this Section 6.3. Subject Agreement with such offers to applicable Law and all agreements and other arrangements be effective concurrently with the Specified Employeestime of Closing, not fewer than five Business Days prior but subject to the Closing Date, having occurred. Buyer shall provide Seller with a schedule (designate in writing the “Employee Severance Schedule”) of the Specified Business Employees to whom Buyer or one of its Affiliate Affiliates will provide continuing make an offer of employment to Trican Parent as promptly as practicable after the date hereof and in all cases no later than 45 days after the date of this Agreement (whether at Buyer, an Affiliate the “Designated Employees”). Such offers of employment to the Designated Employees shall be made in a manner that complies with applicable Law (including anti-discrimination Laws) and shall include offers of compensation and employee benefits that are comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer Companies. Designated Employees who accept such offer of employment, as of the effective date of their employment with Buyer or one of its Affiliates, shall be referred to as the Companies), subject “Transferred Employees”. Subject to the consummation of the Transaction, with respect to any Business Employee who is not a Designated Employee and whose employment practices and policies of Buyer and its Affiliates is involuntarily terminated in connection with the Transaction (the “Continued Excluded Employees”), Xxxxx Parent shall, or shall cause Buyer to, following receipt of a list written claim from Trican Parent, promptly reimburse Trican Parent, on behalf of Specified Employees whom Buyer will provide continuing employment during a six month transitional period the Seller Companies, for the following the Closing (the “Transitional EmployeesTermination Obligations”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.):

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Each Business Employee who is employed by the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to Target Company upon the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices Date and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period remains so employed immediately after the Closing (the Date shall each become a “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as Continuing Employee.” As of the Closing Date, no Business Employees will perform services for the Target Company from outside the United States. For the one-year period immediately following the Closing Date, or, if earlier, the date of the Continuing Employee’s termination of employment with the Target Company, (Bcollectively, the “Continuation Period”), and provided the Continuing Employee’s duties or employment status as full-time or part-time do not change, Purchaser shall, or shall cause its Affiliates to, provide each Continuing Employee who remains employed during the Continuation Period with (i) shall provide base compensation and annual and long-term incentive compensation opportunities that, in the aggregate, are no less favorable than the base compensation and annual and long-term incentive compensation opportunities as in effect for a substantially comparable pay rate as earned by the Continued each such Continuing Employee immediately prior to the Closing, (ii) health and other welfare and retirement benefits that, in the aggregate, are substantially comparable to and no less favorable than those provided by Purchaser and its Affiliates to their respective similarly situated employees (provided that Purchaser shall be deemed to satisfy its obligations pursuant to this clause (ii) to the extent that the Purchaser causes the Target Benefit Plans to remain in effect following the Closing through December 31, 2016and each Continuing Employee to remain eligible to participate in such Target Benefit Plans to the extent and under the same terms that each such Continuing Employee was eligible to participate in such Target Benefit Plan immediately prior to the Closing), and (Ciii) in the event Purchaser or one of its Affiliates terminates the employment of any Continuing Employee without “cause” (as defined in Section 5.11(a)(i) of Parent’s Disclosure Letter) during the Continuation Period, Purchaser shall offer provide such employee continued employment in his or her current position or a position Continuing Employee with materially comparable duties (subject severance benefits that are on substantially identical terms and no less favorable than the severance benefits provided to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated each such Business Employee immediately prior to the Closing, unless provided that any such termination is not for cause, and, further, that payment of any such severance is conditioned upon receipt of a signed release and until Buyer determines waiver of claims, in any case taking into account all service with Parent, Purchaser and their respective Affiliates (including the Target Company) in determining the amount of severance benefits payable. Parent will assume or retain responsibility for the accelerated incentive awards payable to amend, modify, terminate, substitute Business Employees as a result of the Closing as set forth on Section 5.11(a)(ii) of Parent’s Disclosure Letter. Nothing herein shall require Purchaser or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts Affiliates to assist Buyer with Buyer’s (or continue the Companies’ immediately employment of any Continuing Employee following Closing) entry into employment agreements with any Continued Employeethe Closing Date.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Buyer acknowledges that Seller operates the name and title Business through the services of certain Employees employed as of the Execution Date employees (the “Specified Leased Employees”) leased from a third-party (the “Leasing Company”), (ii) . The parties understand that the Employee Obligations that would arise in connection Leasing Company intends to terminate the leases with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior respect to the Closing Leased Employees at Closing. On the Effective Date, Receiver and Seller shall give notice to the Leased Employees that Buyer has entered into this Agreement to acquire the Plant. During the period between the Effective Date and Closing, Buyer shall provide Seller be afforded an opportunity to meet with a schedule (the “Employee Severance Schedule”) and interview any or all of the Specified Leased Employees during regular Business hours, on dates and at times to whom be coordinated with Seller, to interview the employees for positions with Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject after Closing and to explain Xxxxx’s employee benefit programs to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)employees; provided, however, that Buyer shall have no obligation to offer employment to any of the Leased Employees. Buyer shall notify Seller in each case writing (the number “Employee Notice”) within thirty (30) days after execution of employees identified as Transitional this Agreement of those Leased Employees and Non-Continued Employees to whom Buyer (or an Affiliate of Buyer) will offer employment, contingent on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(aClosing occurring (“Retained Employees”). The employment of Receiver and Seller will be free, at any time after the Continued Employees Employee Notice is given, to terminate the leases with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of respect to any non-Retained Employees. On the Closing Date, (B) Receiver and Seller shall provide terminate the leases with respect to, and obtain the release from employment of, the Retained Employees in order for a substantially comparable pay rate as earned by Buyer to hire and employ the Continued Employee immediately prior to Retained Employees on the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeDate.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) For the name period beginning on the Closing Date and title of certain Employees employed as ending on the first anniversary of the Execution Closing Date (or such earlier date as a Business Employee’s employment with the “Specified Employees”Company Subsidiary and its Affiliates terminates), Purchaser shall provide, or shall cause the Company Subsidiary or one of their Affiliates to provide, the Business Employees with substantially the same terms and conditions of employment, including a rate of base salary, base wages or other base compensation, short-term bonus opportunity (iiincluding any annual cash bonus opportunity, if applicable) the Employee Obligations and aggregate employee benefits (excluding equity, equity-based or other long-term incentive awards) that would arise are, in connection with the termination of each case, no less favorable than that as in effect for each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days employee immediately prior to the Closing Date. Upon a return to active employment with Seller and its Affiliates by any Leave Employee, Buyer Purchaser shall, or shall cause one of its Affiliates to, offer employment to such Leave Employee with substantially the same terms and conditions of employment, including a rate of base salary, base wages or other base compensation, short-term bonus opportunity (including any annual cash bonus opportunity, if applicable) and aggregate employee benefits (excluding equity, equity-based or other long-term incentive awards) that are, in each case, no less favorable than that as in effect for such Leave Employee immediately prior to such Leave Employee’s date of termination with Seller and its Affiliates. The offer of employment to a Leave Employee shall provide for employment commencing as of the date that such Leave Employee returns to active employment. Purchaser shall provide Seller with a schedule (the “opportunity to review and comment upon such employment offers and consider in good faith all such comments. Each Leave Employee Severance Schedule”) who accepts an offer of the Specified Employees to whom Buyer employment with Purchaser or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate one of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as deemed to be a Business Employee for purposes of the Closing Date, this Section 5.9 (Bother than Section 5.9(g)) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in beginning on his or her current position date of hire with Purchaser or a position with materially comparable duties (subject to Buyer’s, one of its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeAffiliates.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Except as otherwise required by applicable Law or the name and title of certain Employees employed as terms of the Execution Date (the “Specified Employees”)applicable Seller Employee Plan, (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) the Employees shall provide for a substantially comparable pay rate cease to be covered as earned active participants by the Continued Seller Employee immediately prior to Plans. Buyer or its Affiliate shall offer employment effective as of the Closing through December 31Date to each Employee in accordance with the terms and conditions set forth in this Section 4.7. The employment of all Employees with Seller shall terminate effective as of the Closing Date. Each such Employee who accepts an offer of employment from Buyer or one of its Affiliates and commences employment with Buyer or one of its Affiliates shall be referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, 2016, and (C) nothing contemplated by this Agreement shall offer such employee continued be construed as requiring either Buyer or any of its Affiliates to be obligated to continue the employment of any Transferred Employee for any period after the Closing Date or in his any way limit Buyer’s or her current position or a position with materially comparable duties (subject to Buyer’s, any of its Affiliate’s, the CompaniesAffiliates’ ability right to terminate the employment of any employee Transferred Employee or change the terms and conditions of employment of any Transferred Employee at any time and following the Closing for any reason (or no reason). In additionSeller shall, following effective as of the ClosingClosing Date, release each of the Continued Transferred Employees will continue from and, if requested by Buyer, assign to participate in all Company Benefit Plans on the same basis Buyer its rights under any non-competition, non-solicitation, confidentiality and the same extent as they participated prior to the Closing, unless similar restrictive covenants or agreements previously entered into between Seller or its Affiliates and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretionTransferred Employees. Seller shall use its commercially reasonable efforts deliver to assist Buyer upon written request, within five (5) Business Days after receipt of such request, written evidence, in form and substance satisfactory to Buyer, of the release and assignment described in the immediately preceding sentence. Seller and xXXxX*s acknowledge and agree that the non-solicitation restrictions in the Confidentiality Agreements do not apply with Buyer’s (or respect to the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeTransferred Employees.

Employee Matters. (a) Schedule 6.3(aFor a period of at least *** after the Closing Date (or, with respect to any Employee, the period from the Closing Date through the date of termination of such Employee's employment with Buyer and its Affiliates, if shorter) sets forth (the “Transition Period”), Buyer shall (i) either (A) assume and maintain for the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination benefit of each Employee the Benefit Plans at compensation and benefit levels substantially comparable in the aggregate to those in effect for such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for on the purposes date of this Section 6.3. Subject Agreement or (B) provide or cause to applicable Law be provided to each Employee compensation and all benefits pursuant to plans, agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued EmployeesBuyer Benefit Plans”)) that, taken as a list whole, are ***, (ii) provide that each Employee shall receive base compensation at a rate ***, and (iii) provide that each Employee shall be eligible for total incentive compensation opportunities that are ***; provided that Buyer shall not be obligated to assume or maintain any Benefit Plan that provides equity-based, change-in-control or other special or non-recurring compensation or benefits (including, for the avoidance of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following doubt, the Stock Option Plan and the Capital Appreciation Rights Plan) and no compensation or benefits provided under any such Benefit Plan prior to the Closing (Date shall be considered in determining whether Buyer has complied with this covenant. Subject to the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for foregoing, nothing herein is intended to limit the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate right of Buyer or the Transferred Companies (Ax) shall be effective or shall continue, as applicable, as to terminate the employment of the Closing Dateany Employee at any time, (By) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such change or modify any incentive compensation or employee continued employment in his benefit plan or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee arrangement at any time and in any manner, or (z) to change or modify the terms or conditions of employment for any reason). In additionof their employees, following and nothing herein shall be construed as an amendment or termination of any Benefit Plan or any of the Closing, the Continued Employees will continue to participate in all Company Buyer Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeePlans.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Between the name date hereof and title the Closing Date, Buyer shall make offers of certain Employees employed employment, effective as of the Execution Date Closing Date, to all Property Employees (with such offers to Nonrepresented Employees being on terms and conditions of employment comparable to the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination terms and conditions of each such Specified Employee employment as those provided to similarly situated employees of Buyer and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days its Affiliates immediately prior to the Closing Date, Buyer shall provide Seller and with a schedule (the “Employee Severance Schedule”such offers to Represented Employees being on terms and conditions of employment identical to the terms and conditions of employment under the Collective Bargaining Agreement in effect as of the Closing Date), other than the Property Employees that are set forth on Section 7.4(a) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)Seller Disclosure Letter; provided, however, that (i) Buyer, in each case its sole discretion, may interview any or all Nonrepresented Employees within the number of employees identified as Transitional Employees thirty (30) day period prior to the Closing Date, and Non-Continued Employees on the Employee Severance Schedule (ii) Buyer, in its sole discretion and consistent with applicable Law, shall not materially differ from be required to make offers of employment to any Nonrepresented Employees that are identified by Buyer and communicated to Seller at least fourteen (14 days) prior to the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a)Closing Date. The Property Employees who accept Buyer’s offers of employment of the Continued Employees shall commence employment with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing DateDate and are hereinafter collectively referred to as the “Transferred Employees.” Property Employees who (i) are not Transferred Employees, whether or not offered employment by Buyer or (Bii) are listed on Section 7.4(a) of the Seller Disclosure Letter are herein referred to as “Retained Employees”. Subject to Section 7.4(f), nothing herein shall provide for a substantially comparable pay rate as earned by restrict Buyer from terminating the Continued Employee immediately prior to the Closing through December 31employment, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, of any Transferred Employee following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeClosing Date.

Employee Matters. (a) As of the Closing, Buyers or one of their Affiliates shall retain the employment of each employee of U.K. Engineered Films other than any employee who shall be offered employment by the Sellers and who is identified on Schedule 6.3(a5.05(a) sets forth (each such employee listed on Schedule 5.05(a), a “U.K. Seller Employee”). For twelve (12) months following the Closing (or such shorter period of time that any Transferred Employee remains an employee of the Business), Buyers shall, or shall cause the Businesses to, (i) provide to each employee identified on Schedule 5.05(b) (each, a “Transferred Employee”) base salary or wages at least equal to those provided to such Transferred Employee immediately prior to the name Closing; provided that notwithstanding the foregoing, nothing in this Agreement shall represent a guarantee of continued employment after Closing; and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) provide Transferred Employees generally, with employee benefits (other than equity-based benefits) that are substantially similar in the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject aggregate to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days either those benefits provided to Transferred Employees immediately prior to the Closing Dateor, Buyer the employee benefits provided by Buyers to similarly situated employees of Buyers, as determined by Buyers. Except as set forth in this Agreement, Sellers shall provide Seller with a schedule (the “Employee Severance Schedule”) be responsible for payment of the Specified all base salary and hourly wages and other compensation earned and accrued for Transferred Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period of time up through the Closing and Buyers shall be responsible for any bonuses for such Transferred Employees. Without limiting the generality of the foregoing, Buyers shall, or shall cause the Businesses to, honor, in accordance with their terms, all rights to vacation, personal and sick days accrued (and unpaid) by Transferred Employees under any plans in effect immediately prior to Closing. Also without limiting the foregoing, Buyers shall, or shall cause the Businesses to, take the following actions with respect to the Transferred Employees under any employee plans other than a Plan for which such employee may become eligible after Closing and in the plan year in which the Closing Date occurs: (x) waive any limitations regarding pre-existing conditions and eligibility waiting periods under any welfare or other employee benefit plan maintained by any of them on and after the Closing and in the plan year in which the Closing Date occurs to the extent such pre-existing condition or waiting period did not apply to the employee under a comparable plan of Sellers immediately prior to the Closing; (y) provide each Transferred Employee with credit for any co-payments and deductibles paid prior to the “Non-Continued Employees”); provided, howeverClosing for the calendar year in which the Closing occurs, in each case satisfying any applicable deductible or out-of-pocket requirements under such welfare plans or other employee benefit plans; and (z) for all purposes (other than for purposes of benefit accruals under any defined benefit pension plan) under all compensation and benefit plans and policies applicable to the number of employees identified Transferred Employees (other than any equity-based plan, and except as Transitional Employees and Non-Continued Employees on otherwise provided in any employment agreement), treat all service by the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Transferred Employees with BuyerSellers before the Closing as service with Exopack, an Affiliate Buyers and any of Buyer or their Subsidiaries to the Companies (A) shall be effective or shall continue, as applicable, same extent such service was recognized under similar Plan as of the Closing Date, ; provided that the foregoing clauses (Bx) through (z) shall not apply to the extent it would result in duplication of benefits. Notwithstanding anything in this Section 5.05 to the contrary, Buyers agree to provide each Transferred Employee who is covered under the terms of a collective bargaining agreement, with compensation and benefits as required under the terms of such collective bargaining agreement. On and after the Closing Date, Buyers shall be responsible for a substantially comparable pay rate as earned by bonuses for Transferred Employees, whether accrued prior to, at or after the Continued Employee immediately Closing. Sellers shall retain responsibility for all long-term disability benefits and workers’ compensation benefits for those Transferred Employees whose disabling injury, event or illness occurs prior to the Closing through December 31, 2016, Date and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeewho are not covered under an insurance Contract that is an Assumed Plan.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) With the name and title exception of certain Employees employed the Selected Employees, each Seller shall, effective as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days day prior to the Closing Date, discharge all Current Employees. Prior to the Closing, Buyer (through and in consultation with Xx Xxxxxx in his capacity as chief executive officer of Buyer) shall offer (or cause a designee of Buyer to offer) to employ those Current Employees (i) to operate the Continuing Stores (once so designated) (provided that such Current Employees will be advised that such offer may be rescinded if the Lease for such Designated Store is rejected), with employment commencing as of the date that such Designated Store becomes a Continuing Store and such Lease is assumed or (ii) to be employed in the Buyer’s head office with employment commencing on the Closing Date. For purposes of this Agreement, each Current Employee who receives such an offer of employment shall be referred to as an “Offeree.” Prior to the Closing Date, Buyer will provide Seller Sellers with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), setting forth a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the names of all Offerees. Each Offeree who accepts such offer prior to the Closing (shall be referred to herein as a “Transferred Employee.” Except to the “Transitional Employees”extent Sellers fail to comply in any material respects with Section 6.4(c)(i) and Section 6.4(c)(iii), Buyer hereby agrees that the offer to an Offeree shall include a list level of Specified Employees whom Buyer will not provide continuing employment for base salary, wages and benefits that are substantially comparable in the period after aggregate to the Closing (the “Non-Continued Employees”); providedbase salary, however, in each case the number of employees identified as Transitional Employees wages and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, benefits provided to such Offeree by Sellers as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. From the date of this Agreement to thirty (a30) Schedule 6.3(a) sets forth (i) days after the name and title of certain Employees employed as termination of the Execution Date Transition Services Agreement (the “Specified Transition Period”), Buyer shall have the opportunity and right, but not the obligation, to interview and/or make offers of employment to any employees of Seller other than those listed on Schedule 18.7 (the “Excluded Employees”), . Buyer shall give notice to Seller at least fifteen (ii15) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) end of the Specified Employees Transition Period of the employees of Seller to whom Buyer has or its Affiliate will provide continuing make offers of employment. Seller shall not discourage any employee of Seller from accepting employment (whether with Buyer. The terms and conditions of employment of any employees hired by Buyer shall be at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its ’s sole discretion. Seller shall use be responsible for all compensation due to Seller’s employees or former employees with respect to their employment with Seller, whether or not hired by Buyer. This Agreement shall not obligate Buyer to be a successor employer or to assume any collective bargaining agreements between Seller and any union representative in effect prior to or as of the end of the Transition Period. Seller shall be responsible for paying or causing to be paid directly to Seller’s current and former employees (including any employees who are hired by Buyer) or their dependents, all benefits to which they are entitled under any past or present employee benefit plans of Seller, and Buyer shall assume no liability for such benefits. No portion of the assets of any plan, fund, program, or arrangement, whether written or unwritten, heretofore sponsored or maintained by Seller (and no amount attributable to any such plan, fund, program, or arrangement) shall be transferred to Buyer, and Buyer shall not be obligated or required to continue any such plan, fund, program, or arrangement after the Closing Date. Seller shall pay all accrued vacation and pay for vacation days not used by its commercially reasonable efforts employees as of the date of any termination of such employees related to assist Buyer with the transaction contemplated by this Agreement, whether or not they become employees of Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Purchaser shall make offers of employment to no less than the name Required Number of active, full-time employees of Seller in the Business and title shall hire all employees who accept such offers of certain Employees employed employment as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3Closing. Subject to applicable Law and all agreements and other arrangements Applicable Law, Seller will provide Purchaser with the Specified Employeesaccess, not fewer than five Business Days upon reasonable prior notice during normal business hours, to the Closing Date, Buyer shall provide Seller with a schedule (Edgefield Facility and the “Employee Severance Schedule”) personnel records of employees of the Specified Employees to whom Buyer or its Affiliate will provide continuing Business for the purpose of preparing for and conducting employment (whether at Buyer, an Affiliate interviews with active and full-time employees of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates Business. At least five (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”5) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated business days prior to the Closing, unless Purchaser will provide Seller with a list of all employees of the Business to whom Purchaser has made offers of employment that have been accepted effective as of the Closing (the "Hired Employees"). Seller will terminate the employment of all Hired Employees, effective immediately prior to the Closing. Purchaser will set its own initial terms and until Buyer determines conditions of employment for the Hired Employees and others it may hire, including work rules, benefits, salary, and wage structure, all as permitted by Applicable Law, except that Purchaser agrees to amendrecognize, modifywith respect to each Hired Employee, such Hired Employee's years of service with the Seller for purposes of determining such Hired Employee's seniority under Purchaser's work rules, benefits, salary, and wage structure. The parties agree that, except as otherwise provided in SECTION 3.6(h), any employment offered by Purchaser to employees of the Business (i) shall not constitute a commitment, contract, or understanding (express or implied) of any obligation by Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (ii) is "at will" and, subject to Applicable Law, may be terminated by Purchaser or by any Hired Employee at any time for any reason. Except as provided in SECTION 3.6(h), nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaser to terminate, substitute reassign, promote, or replace demote any of the Hired Employees after Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or other terms or conditions of employment of such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeHired Employees.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a Sale Entity prior to the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), Closing Date; (ii) the Employee Obligations that would arise Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in connection with the termination of each such Specified Employee and Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina to receive a Post-Closing Offer at least fifteen (iii15) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the completion of individual elements of Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) Offer to any of the Specified Employees remaining TSA Support Employees, which shall be issued at least fifteen (15) Business Days prior to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate the completion of individual elements of the Buyer or the Companies), Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre- employment practices screening processes, including with respect to any applicable background checks and policies drug testing, which screening shall not be applied in a manner that is more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ interfere with any such employment offer or negotiations by Xxxxx and its Affiliates to employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment with the number of employees identified as Transitional Employees and NonPost-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees Closing Employer; provided that with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicablerespect to any Business Employee who, as of the Closing Date, is not active and is receiving wage replacement benefits (Bexcept as provided in Section 5.6(t) with respect to workers’ compensation benefits), such offer of employment shall provide be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of the Business Employees employed with Seller and its Affiliates for a substantially comparable pay rate period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date rather than the end of the leasing period. Buyer shall cause each Business Employee to complete a USCIS Form I-9 at the time of employment with Post-Closing Employer. (b) With respect to Business Employees who are covered by a Collective Bargaining Agreement on the Closing Date (“Union Business Employees”), Buyer will cause the 52 4894-6761-6617 v.11 Post-Closing Employer to assume the Collective Bargaining Agreement as earned of the Closing Date, and to continue to abide by the Continued terms and conditions of the Collective Bargaining Agreement for periods after the Closing Date through the expiration of the term of that Collective Bargaining Agreement with respect to such Union Business Employees. Effective as of the Closing Date, Seller shall cause (i) all benefit liabilities and obligations under the Dominion Energy Ohio Union Pension Plan associated with the Union Business Employees (the “Assumed Union Pension Obligations”) to be spun-off and transferred to a pension plan sponsored by Buyer or one of its Affiliates (the “Buyer Union Pension Plan”) and direct assets held in the Seller master pension trust to be transferred to the tax-qualified trust associated with such plan (the “Buyer Union Pension Trust”) in accordance with section 414(l) of the Code with respect to the Assumed Union Pension Obligations, and (ii) all benefit liabilities and obligations under the Dominion Energy Ohio Union Retiree Health & Welfare Plan associated with the Union Business Employees (the “Assumed Union Retiree Welfare Obligations”) to be spun-off and transferred to a plan sponsored by Buyer or one of its Affiliates (the “Buyer Union Welfare Plan”) and direct assets held in the Dominion Ohio Gas Union VEBA Trust to be transferred to the tax-qualified trust associated with such plan in accordance with the principles of Section 414(l) of the Code with respect to the Assumed Union Retiree Welfare Obligations to fund the Assumed Union Retiree Welfare Obligations. Buyer shall take any and all actions necessary to establish, effective as of the Closing Date, the Buyer Union Pension Plan, Buyer Union Pension Trust, and Buyer Union Welfare Plan, and to assume and to fully perform, pay and discharge, all Assumed Union Pension Obligations and Assumed Union Retiree Welfare Obligations. Buyer shall have the rights to continue, amend, and/or terminate these benefits, to the extent permitted by the applicable Law and pursuant to the terms of the Collective Bargaining Agreement. (c) With respect to Business Employees who are not covered by a Collective Bargaining Agreement as of the Closing Date (“Non-Union Business Employees”), Commencing on the Closing Date and continuing through the date that is twenty-four (24) months following the Closing Date (the “Continuation Period”), and subject to Section 5.6(h) below, Buyer shall cause a Post-Closing Employer to provide to each Non-Union Business Employee who becomes employed by a Post-Closing Employer (i) base pay that is no less than his or her base pay as in effect as of immediately prior to Closing, (ii) target annual cash bonus that is no less than his or her target annual cash bonus in effect as of immediately prior to Closing, , and (iii) (1) various stipends, and all other compensation and benefit plans, including but not limited to 401(k) or other employee savings plan, defined benefit, pension benefits and health and welfare benefits, that, in the aggregate, are no less than his or her various stipends, and all other compensation and benefit plans in effect immediately prior to the Closing through December 31, 2016, Closing; and (C2) shall offer such employee continued employment in at a work location no more than fifty (50) miles from his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent work location as they participated of immediately prior to the Closing, unless and until including those locations set forth in Schedule 5.6(b), except that for those TSA Support Employees with a primary work location immediately prior to Closing that is outside of Ohio, Utah, Wyoming, West Virginia, South Carolina or North Carolina, Buyer determines to amendmay, modify, terminate, substitute or replace such plans, which Buyer may do in its sole discretion, provide employment at any location that it determines appropriate. Seller For the sake of clarity, the aggregate determination under clause (ii)(1) of this Section 5.6 shall use its commercially reasonable efforts be subject to assist Buyer with Buyer’s the remaining provisions of this this Section 5.6 as they pertain to the benefits referenced pursuant to clause (or ii)(1) and further, shall be subject to the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeMirror Plan Period as outlined in Section 5.6(h).

Employee Matters. (a) Schedule 6.3(aFor a period of one year following the Closing Date, but not beyond the date on which the Continuing Employee’s (as defined below) sets forth employment with the Surviving Corporation and its Affiliates (including, following the Closing, the Vandalia Zero Entities) terminates (the “Continuation Period”), the Surviving Corporation shall, or shall cause its Subsidiaries to, provide to each individual employed by the Company or any of its Subsidiaries immediately prior to the Closing (each, a “Continuing Employee”) (i) the name base salary or hourly wages and title of certain Employees employed as of the Execution Date cash bonus opportunities (the “Specified Employees”), (iibut excluding any Excluded Benefits) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, howeverare, in each case case, no less favorable than those provided to the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Continuing Employee immediately prior to the Closing through December 31, 2016, and (Cii) all other employee benefits (other than any Excluded Benefits) that are substantially comparable in the aggregate to the employee benefits provided to the Continuing Employee immediately prior to the Closing. Nothing herein shall offer such employee continued employment in his prevent Parent or her current position or a position with materially comparable duties any of its Affiliates (subject to Buyer’sincluding, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following after the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and its Subsidiaries and the same extent as they participated Vandalia Zero Entities) from terminating the employment of any Continuing Employee during the Continuation Period. Notwithstanding anything to the contrary in this Agreement, and without limiting the generality of the foregoing, the Surviving Corporation shall, or shall cause its Subsidiaries to, provide severance and other termination-related benefits to each Continuing Employee that is terminated after the date hereof and on or prior to the first anniversary of the Closing Date in an amount not less favorable than the amount of severance pay provided to each such Continuing Employee immediately prior to Closing; provided, however, that, for the avoidance of doubt, the foregoing sentence shall not affect Contracts with individual employees of the Company or its Subsidiaries that provide for severance, and the Surviving Corporation shall, and shall cause its Subsidiaries to, comply with such Contracts. The Company shall upon Parent’s request, no less frequently than every 30 days from the date hereof and separately 14 days immediately prior to Closing, unless make available to Parent an unredacted and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do updated employee census containing the information set forth in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeSection 3.12(a).

Employee Matters. (a) Schedule 6.3(a) sets forth From and after the date hereof, Purchaser, in its sole and absolute discretion, may: (i) the name in consultation and title of certain Employees employed as cooperation with Seller (by and through Seller’s senior management personnel), communicate with any of the Execution Date (Business Employees about possible employment with Purchaser after the “Specified Employees”), Closing Date; and/or (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject offer employment to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) any of the Specified Business Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date. Purchaser shall make offers of employment to not less than 75% of the Business Employees for compensation and otherwise on terms and conditions at least comparable to those applicable to similarly situated employees of Purchaser. Those of the Business Employees that accept Purchaser’s offer of employment shall be terminated by Seller, and shall become employed by Purchaser or one of its Affiliates (Breferred to in this Agreement as “Transferred Employees”) as of the Closing Date. All employment offers are subject to the satisfactory completion by Purchaser of its customary employment interview, background checks and drug testing procedures. (b) To the extent that length of employment service is relevant for purposes of eligibility or vesting under any employee benefit plan, program or arrangement established or maintained by Purchaser and provided to the Transferred Employees (excluding any equity-related plan, program or arrangement), Purchaser shall provide credit the Transferred Employees under such plan, program or arrangement for a substantially comparable pay rate as earned by the Continued Employee immediately service on or prior to the Closing through December 31in the manner set forth on Schedule 4.6(b). (c) Seller shall be responsible for any liabilities or obligations (i) arising under the WARN Act, 2016if any, and (Cii) shall offer such employee continued resulting from or precipitated by layoffs, if any, in respect of employees of Seller whose employment in his was terminated on or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless . (d) Purchaser shall assume all liability and until Buyer determines responsibility for any health care continuation coverage (“COBRA Coverage”) required under Section 4980B of the Code and Part 6 of Subtitle B of Title 1 of ERISA with respect to amend, modify, terminate, substitute any Business Employees or replace former employees of Seller. Purchaser shall provide COBRA Coverage to 28 such plans, which Buyer may do in Business Employees and former employees on such terms and at such rates as Purchaser currently provides to its discretionown employees and former employees. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.4.7

Employee Matters. Until December 31, 2012 (aor such earlier date as may be selected by Parent as specified below), unless the Company (or, after the Closing, the Escrow Representative) Schedule 6.3(a) sets forth (i) otherwise agrees in writing, Parent shall cause the name and title of certain Employees employed as Surviving Corporation to provide employees of the Execution Date Surviving Corporation and its Subsidiaries (other than the Key Employees, who will be parties to an offer letter with the Surviving Corporation (each, an “Offer Letter” and collectively, the “Specified EmployeesOffer Letters”)), all of the benefits provided under the current benefit plans of the Company on terms no less favorable than those that are available to employees of a similar job classification, title or pay grade (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject calculating benefits under such plans providing full credit for employee service to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days Company prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) as of the Specified Employees date hereof and, if as of January 1, 2013 (or such earlier date as Parent may elect to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate transfer employees of the Buyer or Surviving Corporation to the Companiesbenefit plans of Parent), Parent elects to provide benefits to such employees under the benefit plans of Parent (subject to the employment practices terms and policies conditions of Buyer and its Affiliates (the “Continued Employees”such benefit plans as may be amended from time to time), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of such employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) benefits shall be effective on terms no less favorable than those of Parent employees of a similar job classification, title or shall continue, as applicable, as pay grade (and for purposes of calculating benefits under such plans providing full credit for employee service to the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately Company prior to the Closing through December 31Date). Nothing in this Agreement, 2016express or implied, and (C) shall offer such employee continued employment in his be construed to prevent Parent from reducing any benefits of or her current position causing termination of, or a position with materially comparable duties (subject to Buyer’sthe Surviving Corporation or any of its Subsidiaries from reducing any benefits of or terminating, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for or Parent from or causing the Surviving Corporation to amend any reason)of its benefit plans. In additionNo covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, following the Closingprogram, policy or arrangement of Parent, the Continued Employees Company, the Surviving Corporation or any of their respective Subsidiaries and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will continue to participate be amended shall be effective only upon the adoption of a written amendment in all accordance with the amendment procedures of such plan, program, policy or arrangement. The provisions of this Section 7.7 are for the sole benefit of the parties hereto and are not enforceable by any employee of the Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior Prior to the Closing Date, Buyer shall provide offer to employ, at and upon Closing, on an at-will basis each non-bargaining unit Existing Employee of any Seller who regularly performs services at the Facility as of the Closing Date, and who is identified, and not noted as excluded, in Section 8.19 of the Sellers Disclosure Schedule or who is hired by any Seller in the Ordinary Course of Business at the Facility (at compensation substantially equivalent to that currently offered by Sellers for comparable positions) after the date hereof, and who executed the release and waiver presented to such employee with respect to the Closing (each, a schedule (“Closing Employee,” and collectively, the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Closing Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case with: (i) substantially the number same responsibilities and duties, (ii) a base salary plus amount of employees identified target bonus or hourly rate applicable to such Closing Employee as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment set forth in Section 8.19 of the Continued Employees with BuyerSellers Disclosure Schedule, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, which is comparable in all material respects and no less favorable than that which is provided by Sellers as of the Closing Date, (Biii) shall provide welfare and retirement benefits which are comparable in all material respects, and no less favorable, in the aggregate to those which are provided by Sellers as of the Closing Date and are indicated with an asterisk on Section 6.19(b) of the Sellers Disclosure Schedule, (iv) a severance pay arrangement which, for a substantially comparable pay rate period of at least two (2) years following the Closing Date, is no less favorable to the Closing Employee than the Sellers’ “Tier Two” severance which is provided by Sellers as earned by of the Continued Employee immediately Closing Date, as set forth in Section 8.19(a) of Sellers Disclosure Schedule, and (v) such employment to commence as of the Closing Date subject to such employee accepting such employment offer prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his Date. Each Existing Employee who becomes employed by Buyer is herein referred to as a “Hired Employee.” With respect to non-bargaining unit Existing Employees who are inactive or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, on an approved leave of absence as of the Companies’ ability to terminate any employee at any time and for any reason). In addition, following date of the Closing, and who become capable of returning to their regular job duties on a full-time basis within six months of the Continued Employees Closing Date at the conclusion of their approved leave of absence if sooner than six months from the Closing Date, or if on military leave within two weeks after the completion of their military leave, Buyer will continue offer employment to participate in all Company Benefit Plans such employees at that time on the same basis and the same extent as they participated prior terms specified above. Sellers hereby agree to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its their commercially reasonable efforts to assist Buyer in making offers and hiring any of the Existing Employees, including providing Buyer with access to such Existing Employees during the period from the Effective Date until Closing, as set forth in Section 8.04, and using commercially reasonable efforts to encourage the Existing Employees to accept employment with Buyer; provided that nothing in this sentence shall require Sellers to expend any sum. Sellers shall not take, and Sellers shall cause each of their Affiliates not to take, any action that would impede, hinder, interfere or otherwise compete with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with effort to hire any Continued EmployeeExisting Employees.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Purchaser shall, within forty-five days following the name date of this Agreement, conduct interviews of the Employees, and title provide Seller a list of certain such Employees employed who Purchaser does not wish to employ as of the Execution Date Closing. Seller shall cause the Company to make its personnel available at reasonable times, upon reasonable advance notice, to allow Purchaser to conduct interviews and gather information reasonably required to provide Seller with its list of Employees that Purchaser does not wish to employ as of the Closing. Such Employees so designated by Purchaser ("Terminated Employees") shall be terminated by Seller on the “Specified Employees”Closing Date, but immediately prior to Closing; provided that, with the prior consent of Purchaser (which will not be unreasonably withheld, delayed or conditioned), (ii) Seller may terminate any Terminated Employee prior to the Employee Obligations Closing Date; provided, further, however, that would arise in connection with it shall not be considered unreasonable for Purchaser to withhold its consent if Purchaser reasonably believes that the termination of each such Specified Terminated Employee and (iii) Buyer’s anticipated categorization before the Closing Date may adversely affect Purchasers' financing of such Specified the transactions contemplated by this Agreement or otherwise adversely affect the conditions to the funding of the financings contemplated by the Financing Commitment. If Seller in good faith believes that it may not legally terminate any Employee designated by Purchaser as a Continued "Terminated Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee ," Seller shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law promptly (and all agreements and other arrangements with the Specified Employees, not fewer than in any event at least five Business Days prior to Closing) notify Purchaser of such legal restriction and the Closing Date, Buyer parties shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject in good faith discuss revisions to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Terminated Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior Subject to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability Purchaser's right to terminate any employee at any time and for any reason). In addition, following the Employee after Closing, the Continued Employees will Purchaser shall continue to participate in employ all Company Benefit Plans on Employees, other than the same basis and Terminated Employees, consistent with the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeprovisions of this Section 4.3.5.

Employee Matters. (a) Schedule 6.3(aFor a period of not less than one (1) sets forth (i) year following the name and title of certain Employees employed as Closing Date, the Purchaser shall, or shall cause the Acquired Companies to, provide all individuals who are employees of the Execution Acquired Companies immediately prior to the Closing so long as they remain employees of the Purchaser, the Acquired Companies or any of their Affiliates (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (taken as a whole, the “Specified Affected Employees”), with (iii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee annual base salary or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior hourly wage rates substantially comparable to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer annual base salary or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment hourly wage rates as in effect for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued such Affected Employee immediately prior to the Closing through December 31, 2016, and (Cii) other employee benefits (whether pursuant to benefit plans maintained by the Purchaser, the Acquired Companies or any other Affiliate of the Purchaser) that are no less favorable, in the aggregate, than the other employee benefits that are provided generally to similarly situated employees of the Purchaser; provided, however, that (x) for purposes of determining “other employee benefits” required to be provided pursuant to clause (ii) above, incentive compensation, change in control bonuses, supplemental executive retirement benefits and any benefits that may result in excise taxes being imposed on the Acquired Companies shall offer such employee be excluded. Nothing contained in this Section 4.5 shall be deemed to grant any Affected Employee any right to continued employment in his or her current position or a position with materially comparable duties (subject after the Closing nor to Buyer’s, its Affiliate’spreclude the Purchaser, the Companies’ ability to terminate Acquired Companies or any employee of their Affiliates from terminating the employment of any Affected Employee for any reason or for no reason at any time and for any reason). In addition, following the Closing. Additionally, nothing contained in this Section 4.5 shall be deemed to grant any Affected Employee any right to any specific type or amount of, or eligibility for, any compensation or benefit under any specific incentive compensation plan or employee benefit plan. [*****] Confidential material redacted and separately filed with the Continued Employees will continue to participate in all Company Benefit Plans on the same basis Securities and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.Exchange Commission 41

Employee Matters. Not later than ten (a10) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide offer, or cause its Affiliates to offer, in writing employment to each Employee, effective as of immediately following the Closing, other than the Employees set forth on Schedule 7.6. Such written offer of employment shall include with respect to each Employee (i) at least the same base salary or wage rate and target cash incentive opportunities (other than any retention or change-of-control incentive opportunities) as were provided to such employee by Seller with a schedule and its Affiliates immediately prior to the Closing Date and (ii) such health, welfare and retirement benefits (including dental and vision benefits) that are at least substantially equivalent to those provided in the “Seller Plans and all other employee benefits, if any, that are offered to similarly situated employees of Buyer under the Buyer Plans. Each Employee Severance Schedule”) who accepts Buyer’s offer of employment shall become as of the Specified Closing Date a transferred employee (“Transferred Employee”). As of the Closing, Seller shall terminate the employment of each Transferred Employee, and release, from and following the Closing, each Transferred Employee from any non-competition or non-solicitation obligation, or any confidentiality obligation with respect to any confidential information of the Business, owed to Seller or any of its Affiliates (other than the Acquired Companies) (whether under Seller’s Senior Officer Severance Plan or under any other Contract, plan or policy). Effective as of the Closing Date, the Transferred Employees shall cease participation in any and all employee benefit plans provided by Seller and its Affiliates immediately before the Closing Date (other than the Retention Plans) (“Seller Plans”), and all employee benefits provided to whom the Transferred Employees shall be provided to the Transferred Employees under employee benefit plans sponsored, maintained or otherwise provided by Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued EmployeesBuyer Plans”). Each Transferred Employee shall be eligible to participate, a list effective as of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (Date, and without any waiting time, in any and all Buyer Plans to the “Transitional Employees”) extent coverage under such Buyer Plan replaces coverage under a comparable Seller Plan in which such Transferred Employee participated immediately before the Closing. Buyer shall, or shall cause its Affiliates to, credit Transferred Employees for service earned on and a list prior to the Closing Date with Seller and its Affiliates, and any of Specified Employees whom their respective predecessors, in addition to service earned with Buyer will not provide continuing employment for the period and its Affiliates on or after the Closing (Date, to the “Non-Continued Employees”); providedextent that service is relevant for purposes of eligibility, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer vesting or the Companies calculation of vacation, sick days, severance, layoff and other benefits (Abut not for purposes of defined benefit pension benefit accruals or of benefits under any post-retirement or post-employment welfare plan) under any Buyer Plan. On the Closing Date, prior to the Closing, Seller shall be effective pay to each Transferred Employee an amount equal to the value of any vacation, Paid Personal Leave or shall continue, other paid time (as applicable) accrued by such Transferred Employee under the applicable policy of Seller, but unused, as of the Closing Date. For purposes of each Buyer Plan, (B) Buyer shall cause all preexisting condition exclusions of such Buyer Plan to be waived for such employee and his or her covered dependents to the extent waived under the Seller Plans. Exhibit 2.1 Seller will be responsible for any severance or termination-related liabilities and any liability incurred under the WARN Act, in each case with respect to any Service Provider who does not become a Transferred Employee. Buyer will be responsible for any severance or termination-related liabilities and any liability incurred under the WARN Act that is incurred or accrued following the Closing, in each case with respect to any Transferred Employee. On or before the Closing Date, Seller shall provide for Buyer with a substantially comparable pay rate true and complete list, by date and location, of employees who have experienced or will experience an employment loss or layoff (as earned by defined under the Continued Employee immediately WARN Act) within the ninety (90) days prior to the Closing through December 31, 2016Date at any site owned or leased by Seller or any Acquired Company where Transferred Employees will be located after the Closing. The provisions of this Section 7.6 are for the benefit of Buyer and Seller only, and (C) no employee or other Service Provider of Seller or any Acquired Company shall offer such have any rights under this Section 7.6. Nothing herein expressed or implied shall be deemed an amendment of any employee benefit plan, constitute the establishment of any other employee benefit plan, or otherwise confer upon any employee of Seller or any Acquired Company, or any legal representatives or beneficiaries thereof, any rights or remedies, including any right to employment or continued employment in his for any specified period or her current position to be covered under or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate by any employee benefit plan or arrangement, or shall cause the employment status of any employee to be other than terminable at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeewill.

Employee Matters. (a) On or prior to Closing, Buyer or one of its Affiliates shall offer to employ each of the Employees listed on the updated Schedule 6.3(a) sets forth 5.16 delivered to Buyer by Sellers and the Company pursuant to Section 8.8. Such employment shall be (i) the name and title of certain Employees employed effective as of the Execution Date (the “Specified Employees”)Effective Date, (ii) at a level of salary or hourly compensation (as applicable) that is no less than the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization level of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject compensation being paid to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified such Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, by an Affiliate of the Buyer or the Companies)Company immediately prior to Closing, subject (iii) with bonus compensation that is reasonably comparable to the employment practices bonus compensation being provided to such Employees by an Affiliate of the Company immediately prior to Closing, and policies (iv) with benefits that are reasonably comparable, in the aggregate, to the benefits being provided to such Employees by an Affiliate of the Company immediately prior to Closing. Nothing in this Section 9.11 shall affect the right of Buyer and its Affiliates (to terminate the “Continued Employees”), a list employment of Specified Employees whom Buyer will provide continuing or alter the employment during a six month transitional period terms of an Employee following the Closing (Closing. Following the “Transitional Employees”) Closing, the Employees shall be eligible, as of the Effective Date, to participate in the applicable Employee Benefit Plans in which similarly situated employees of Buyer and a list its Affiliates participate, to the same extent as similarly situated employees of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)and its Affiliates; provided, however, that the foregoing shall in each case no event obligate the number of employees identified as Transitional Employees and Non-Continued Employees on Company to continue the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of such persons for any period following the Closing Date. With respect to each Buyer Employee Benefit Plan that is an “employee benefit plan,” as defined in ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits (B) but not for purposes of benefit accrual), service with the Company shall provide for a substantially comparable pay rate be treated as earned by the Continued Employee immediately prior service with Buyer to the Closing through December 31extent permitted by Law; provided, 2016however, and (C) that such service shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior not be recognized to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace extent that such plans, which Buyer may do recognition would result in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeea duplication of benefits.

Employee Matters. (a) Schedule 6.3(aBuyer shall ensure that all persons who were employed by the Company immediately preceding the Closing, including those on vacation, leave of absence or disability and those laid off (but only, in the case of laid off employees, to the extent a collective bargaining agreement providing for recall rights is applicable to such employees) sets forth will be employed by Buyer or any Affiliate of Buyer (iincluding but not limited to the Company) the name on and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to after the Closing Date, except as otherwise provided in this Section 7.4. Buyer shall provide Seller with not, at any time prior to sixty (60) days after the Closing Date, effectuate a schedule "plant closing" or "mass layoff" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “Employee Severance Schedule”) "WARN"), affecting in whole or in part any facility, site of employment, operating unit or employee of the Specified Employees Company without complying fully with the requirements of WARN. Without limiting Buyer's obligations under Article 11, and except as to whom matters with respect to which Seller is obligated to indemnify Buyer or its Affiliate will provide continuing employment (whether at Buyerunder the next following paragraph, an Affiliate of the Buyer or the Companies), subject hereby agrees to the employment practices and policies of Buyer indemnify Seller and its Affiliates and to defend and hold Seller and its Affiliates harmless from and against any and all claims, losses, damages, expenses, obligations and liabilities (the “Continued Employees”)including but not limited to reasonable costs of collection, a list attorney's fees (whether or not incurred by Seller or any Affiliate of Specified Employees whom Seller in connection with any action, suit, proceeding or claim against Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”hereunder) and a list other costs of Specified defense) arising out of or with respect to claims asserted by Active Employees whom Buyer will not provide continuing employment for the period with respect to events arising on or after the Closing Date, including but not limited to (the “Non-Continued Employees”); provided, however, in each case the number i) termination by Buyer or any of employees identified as Transitional Employees and Non-Continued Employees on the its Affiliates of any Active Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer Company on or the Companies (A) shall be effective or shall continue, as applicable, as of after the Closing Date, (Bii) shall provide failure of Buyer or any of its Affiliates to continue the employment of any Active Employee on substantially the same terms as said employee presently enjoys, (iii) any claim made by any Active Employee for severance pay arising upon, or at any time following, the Closing Date or (iv) any suit or claim of violation brought against Seller or any Affiliate of Seller under WARN based upon any actions taken by Buyer or any of its applicable Affiliates. Without limiting Seller's obligations under Article 11, Seller hereby agrees to defend, indemnify and hold harmless the Buyer and the Company from and against any and all claims, losses, damages, expenses, obligations and liabilities (including but not limited to reasonable costs of collection, attorney's fees and other costs of defense) to the extent arising out of or with respect to a substantially comparable pay rate as earned by the Continued Employee immediately claim based on events which occur prior to the Closing through December 31, 2016, and Date asserted by a Company Employee alleging (Ci) shall offer breach of an employment agreement between such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis Employee and the same extent as they participated Company, entered into prior to the ClosingClosing Date or (ii) the Company's failure prior to the Closing Date to pay such an Employee pursuant to such Employee's appropriate grade level for work performed prior to the Closing Date or (iii) breach of a duty owed by an employer to an employee or employee applicant under applicable federal and state statutes or regulations enacted for the purpose of protecting employees as a class, unless or (iv) a claim for wrongful termination, intentional infliction of emotional distress, defamation, invasion of privacy, negligent hiring, retention, supervision and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeconstructive discharge.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Parent shall, or shall cause the name and title of certain Employees applicable Parent Subsidiary to, provide to each individual who is employed as of by the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee Company or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days its Subsidiaries immediately prior to the Closing Date, Buyer shall provide Seller Effective Time and who remains employed with a schedule the Surviving Corporation or any of Parent’s Subsidiaries (the an “Employee Severance ScheduleAffected Employee”) (including an Affected Employee who is party to a written employment agreement with the Company providing for less than six (6) months of severance pay) severance pay equal to such Affected Employee’s monthly base salary immediately prior to such termination (which shall not be less than such Affected Employee’s monthly base salary immediately prior to the Specified Employees to whom Buyer or its Affiliate will provide continuing Effective Time) for an aggregate period of six (6) months (inclusive of any contractually required severance under an employment (whether at Buyer, an Affiliate of the Buyer or the Companies), agreement and subject to Section 6.15(b)) following any involuntary termination of such Affected Employee’s employment without cause within the employment practices and policies of Buyer and its Affiliates twelve (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional 12)-month period following the Closing (the “Transitional Employees”) Effective Date, and a list subject to such Affected Employee’s execution and delivery of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)an enforceable release of claims against Parent and its Subsidiaries and their respective Affiliates, in such form as is provided by Parent; provided, however, that any such Affected Employee who is a party to a written employment agreement with the Company providing for six (6) months of severance pay shall receive severance benefits in each case accordance with such employment agreement and not in accordance with this sentence; provided, further, that any Affected Employee without an employment agreement will be deemed to have been involuntarily terminated for purposes of this Section 6.15(a) if the number of employees identified as Transitional Employees and Non-Continued Employees on the Affected Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The terminates employment of the Continued Employees with Buyer, an Affiliate of Buyer because Parent or the Companies Surviving Corporation requires that the Affected Employee relocate his principal place of business with the Surviving Corporation more than fifty (A50) shall be effective or shall continuemiles from Denver, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeColorado.

Employee Matters. (a) Schedule 6.3(aFor a period of not less than one year following the Closing, Buyers shall, or shall cause one of their Affiliates or Subsidiaries (including the Companies) sets forth to, provide (iI) each employee of a Company who remains employed by the name and title of certain Employees employed Companies as of immediately after the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee Closing and (iiiII) Buyer’s anticipated categorization each Parent Employee who accepts an offer of such Specified Employee as a Continued Employeeemployment from, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employeescommences employment with, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies one of Buyer and its Affiliates (including the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”Companies) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date(each, a “Continuing Employee”), to the extent such Continuing Employee remains employed, with (Bi) shall provide for base salary or wages and a substantially comparable pay rate as earned by target annual cash bonus opportunity (if any) that are no less favorable than the Continued base salary or wages and target annual cash bonus opportunity such Continuing Employee was receiving immediately prior to the Closing through December 31, 2016, (if any); and (Cii) other employee benefit opportunities that are substantially similar in the aggregate to those provided to similarly situated employees of Buyers (excluding for this purpose any equity-based, retention or defined benefit pension plan benefits) when applying the same eligibility criteria that apply in the normal course to Buyers’ employees. Notwithstanding anything to the contrary set forth herein, (1) nothing herein shall offer such employee continued preclude or limit the right of Buyers or their applicable Affiliate(s) from terminating the employment in his or her current position or a position with materially comparable duties of any Continuing Employee (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee x) at any time and for any reason). In addition, reason following the Closingninetieth (90th) day following Closing (the “Continuation Period”) or (y) for cause or due to any misconduct, gross negligence or performance reasons during the Continued Employees Continuation Period and (2) nothing herein requires the provision of any particular compensation element or benefit for any particular length of time. Further, nothing herein is intended to alter the at-will continue employment status of any Continuing Employee. With respect to participate offers of employment made by the Buyer to any Parent Employee, such offer of employment shall not obligate Parent or any Seller Party to pay any severance or similar benefits to such Parent Employee in all Company Benefit Plans on connection with such Parent Employee’s decision to accept such offer of employment from the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in one of its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s Affiliates (or including the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee).

Employee Matters. (a) Schedule 6.3(aOther than with respect to any Transferred Entity Plan, and, except as otherwise provided by this Section 6.04 or payments to be made by the Company pursuant to the Company Transition Services Agreement, neither the assets nor the liabilities of any Employee Plans or any other employee benefit plan, arrangement, policy or program sponsored, maintained or contributed to by IAC or its Subsidiaries (other than any Transferred Entity) sets forth (i) collectively with the name and title of certain Employees employed as of the Execution Date (Employee Plans, other than any Transferred Entity Plan, the “Specified Employees”), (iiIAC Plans,” it being understood that “IAC Plans” does not include any Transferred Entity Plan) the Employee Obligations that would arise shall be transferred to or assumed by any Transferred Entity pursuant to or in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee Transactions. Except as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for otherwise provided in the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicableCompany Transition Services Agreement, as of the Closing Date, (B) each of the Transferred Entities shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue cease to participate in all any of the IAC Plans and each Transferred Employee shall cease active participation in the IAC Plans. Except as otherwise provided by this Section 6.04 or payments to be made by the Company Benefit Plans on the same basis and the same extent as they participated prior pursuant to the ClosingCompany Transition Services Agreement, IAC or its Subsidiaries (other than the Transferred Entities) shall be responsible for all Liabilities associated with the IAC Plans and shall retain and satisfy all such Liabilities, and such Liabilities shall not be the responsibility of Liberty or any of the Transferred Entities. For the avoidance of doubt, unless expressly allocated to Liberty or the Transferred Entities pursuant to Sections 6.04(b)-(i) of this Agreement or in the case of payments to be made by the Company pursuant to the Company Transition Services Agreement, all Liabilities arising under the IAC Plans from or related to employees or employee benefits and until Buyer determines to amendarising, modifyin whole or in part, terminateas a result of the execution of this Agreement or the consummation of the Transactions, substitute shall be the responsibility of IAC or replace such plansits Subsidiaries (other than the Transferred Entities), which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (retain and satisfy all such Liabilities, and shall not be the responsibility of Liberty or any of the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeTransferred Entities.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Beginning on the name date of this Agreement and title of certain Employees employed as continuing throughout the term of the Execution Date (the “Specified Employees”)Transition Services Agreement, (ii) the Employee Obligations that would arise in connection with the termination of Seller shall make available to Buyer each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Subject Employees to whom discuss potential employment with Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer. A Subject Employee who receives an offer of employment from Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer pursuant to this Section 7.13 is referred to herein as an “Offered Employee”. For purposes of clarification and avoidance of doubt, Xxxxx has no obligation to hire any Subject Employee. The offers of employment pursuant to this Section 7.13 may be made by Buyer or an Affiliate of Buyer, in its sole and absolute discretion, commencing, as determined by Buyer, no earlier than the Companies (A) Closing Date and no later than the first day immediately following the last day of the Transition Services Agreement, except regarding any Offered Employee who is on an approved leave of absence, in which case the offer shall be effective or shall continue, as applicable, for employment commencing as of the Closing Date, date on which such Offered Employee is eligible to return to work (Bprovided that such return occurs within one hundred eighty (180) shall provide for a substantially comparable pay rate days after the intended employment commencement date as earned set forth in the employment offer or such later time as may be required by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reasonapplicable Law). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts not discourage any Subject Employee listed on Schedule 7.13 of the Seller Disclosure Schedule from accepting employment with Buyer or an Affiliate of Buyer. Seller shall (i) accept the resignation of each Offered Employee who accepts an offer of employment from Buyer or an Affiliate of Buyer immediately preceding such employee’s Hire Date (as defined below) and (ii) waive any restrictive covenants or other obligations to assist Buyer which any Offered Employee may be subject pursuant to an agreement with Buyer’s (Seller or the Companies’ immediately following ClosingAcquired Company that would interfere with such employee’s employment with Buyer or an Affiliate of Buyer. An Offered Employee who accepts an offer of employment from Buyer and timely commences employment with Buyer shall be a “Hired Employee” and the date on which such Hired Employee commences employment with Buyer shall be the “Hire Date.” (b) entry into Subject to the terms of the Transition Services Agreement, Seller shall be responsible for payment of all obligations required or committed to the Hired Employees with respect to periods of employment agreements with Seller and its Affiliates, including salaries, wages, payroll taxes, retirement, vacation pay, and any Continued Employee.other obligations and expenses of any kind arising out of the employment by, or termination from the employment of, Seller or its Affiliates of such employees. Buyer shall be responsible for payment of all obligations required or committed to the Hired Employees with respect to periods of employment with Buyer and its Affiliates, including

Employee Matters. (a) The Buyer agrees to offer, in writing, employment, commencing as of 12:01 a.m. on the Initial Closing Date, for a period of at least twelve (12) months (the "Minimum Employment Period") from such date, to all employees of NAESCO who are represented by the Local and who were employed in represented positions in the operation of the Acquired Assets at any time during the three-month period prior to the Initial Closing, as set forth in Schedule 6.3(a5.7(a) sets forth (i) the name "Represented Plant Employees"). Those employees who accept, in writing, such offer of employment are hereinafter referred to as the "Represented Employees." All such offers of employment shall be made in accordance with all applicable Laws and title of certain Employees employed regulations and the Collective Bargaining Agreement. Effective as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Initial Closing Date, the Buyer shall provide Seller with a schedule (agree to be bound by the “Employee Severance Schedule”) terms of the Specified Collective Bargaining Agreement with respect to the Represented Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of as if the Buyer or were the Companies)Seller for purposes of such Collective Bargaining Agreement, and to thereafter comply with all applicable obligations thereunder, subject to the employment practices changes negotiated with and policies of acceptable to the Local. The Buyer and its Affiliates (shall take, or cause to be taken, all actions, or do, or cause to be done, all things necessary, proper or advisable with respect to the “Continued Employees”)Collective Bargaining Agreement as the Sellers shall reasonably request, including becoming a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following party to the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment Collective Bargaining Agreement for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number duration of employees identified its term as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior it relates to the Closing through December 31, 2016Represented Employees, and (C) the Buyer shall offer such employee continued employment in his or her current position or a position comply with materially comparable duties (subject to Buyer’s, its Affiliate’s, all applicable obligations under the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeCollective Bargaining Agreement.

Employee Matters. (a) Section 8.04 of the Seller Disclosure Schedule 6.3(a) lists each Business Employee with a current annual base compensation rate in excess of $100,000 per year as of the date hereof, and sets forth for each individual the following: (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), name; (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and title or position (including whether full or part time); (iii) Buyer’s anticipated categorization hire date; (iv) current annual base compensation rate or hourly rate and description of any increase in compensation after the Most Recent Balance Sheet Date; (v) commission, bonus or other incentive-based compensation to which such Specified Business Employee as is entitled; (vi) accrued paid time off (PTO); and (vii) a Continued Employee, a Transitional Employee or a Non-Continued Employeedescription of the fringe benefits provided to each such individual. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for Seller will promptly provide written notice and an updated Section 8.04 of the purposes Seller Disclosure Schedule to Purchaser in the event of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days any changes thereto prior to the Closing Date, Buyer provided that any such changes shall provide be limited to the matters permitted under this Section 8.04(a) or Section 6.03(xii), voluntary terminations of employment of Business Employees and changes otherwise agreed to in writing by Purchaser. Prior to Closing, Purchaser shall advise Seller with a schedule (the “Employee Severance Schedule”) of the Specified Business Employees to whom Buyer Purchaser or its Affiliate will provide continuing intends to make offers of employment (whether at Buyerwhich group shall include all Business Employees who are in the bargaining unit covered by the CBAs, an Affiliate as that term is defined below, other than those Business Employees who Seller (in consultation with Purchaser), in coordination with the Unions (as defined below) to the extent necessary), identifies as being allocated to a manufacturing facility, and who will be removed from Section 8.04 of the Buyer or the Companies), subject Seller Disclosure Schedule prior to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Target Employees”); provided, however, in each case the number with such offers of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall to be effective or shall continue, as applicable, as of the Closing Date, unless such Business Employee is on a leave of absence on the Closing Date, in which case, Seller shall, or shall cause their Affiliates to, retain the employment of such Business Employees until, and such employment offer will be effective as of when, the Business Employee is available to return to active employment if such availability to return occurs within six months following the Closing Date (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior or any later date to the extent such Target Employee has reinstatement, re-hire or similar rights under applicable Law on such later date). Each such Target Employee who accepts such offer of employment from and commences employment with Purchaser or its Affiliate is referred to herein as a “Transferred Employee.” Except as otherwise specifically provided in this Section 8.04, or as required by applicable Law, effective as of the Closing through December 31Date, 2016the employment of the Transferred Employees with Seller shall terminate and the Transferred Employees shall cease all active participation in and accrual of benefits under any applicable Seller Employee Plan, except as required by either of the CBAs or by Section 8.08. Seller and their Affiliates shall bear any costs related to any claims made by any Business Employee for any severance payments, payment of earned and unused paid leave, wages, and (C) shall offer such employee continued benefits arising out of or in connection with Purchaser’s decision not to make offers of employment to any Business Employee in his or her current position or a position accordance with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeethis Agreement.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five At least 15 Business Days prior to the Closing Date, Buyer Purchaser shall provide Seller with a schedule extend to each Business Employee set forth on Schedule 6.3(a) (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Scheduled Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on which Schedule 6.3(a). The employment of the Continued Employees with Buyer) Purchaser shall provide to Sellers by December 20, an Affiliate of Buyer or the Companies (A2023 and which Schedule 6.3(a) shall be effective or shall continueinclude at least 900 Business Employees) a written offer of employment reviewed by Sellers, as applicableand which Sellers have had an opportunity to comment on, as of the Closing Date, (B) shall provide providing for a substantially comparable pay rate position that is materially the same as earned by the Continued Employee such employee’s position immediately prior to the Closing through December 31(including level of responsibility, 2016primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Transfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall notify Sellers in a reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and (C) Sellers shall offer such employee continued reasonably cooperate with Purchaser, to effect the timely employment in his by Purchaser or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, applicable Affiliate of each Transferred Employee immediately following the Closing, the Continued Employees will continue to participate and Sellers shall reasonably cooperate in all Company Benefit Plans on the same basis and the same extent connection therewith. Effective as they participated prior to of the Closing, unless and until Buyer determines each Transferred Employee previously employed by Sellers shall cease to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeebe an employee of each Sellers.

Employee Matters. (a) Schedule 6.3(aSeller will terminate employment of all of the Business Employees, effective as of the Closing, and Buyer shall offer employment, effective as of the Closing, to substantially all of such Business Employees. Seller will use its best efforts to assist Buyer in hiring the Business Employees that Buyer wishes to hire. The terms of employment of any of the Business Employees hired by Buyer (a "Transferred Employee") sets forth shall be determined in Buyer's sole discretion; provided, however, that Buyer will provide Transferred Employees with employee benefit plans which, as of the Closing, are substantially similar, in the aggregate, to the employee benefit plans provided to employees of Buyer's subsidiary, Regal Manufacturing Company, Inc., other than 401(k)/profit sharing and vacation pay, incentive pay and other payroll practices, and that Buyer will provide full past service and seniority credit to the Transferred Employees for their service with Seller for purposes of the Transferred Employees' coverage under any employee benefit plans and policies which Buyer may provide to Transferred Employees. Nothing in this Agreement shall, or shall be construed to, limit Buyer's ability to terminate the employment of any employee or to amend or terminate any employee benefit plan. Except for Current Liabilities attributable to Transferred Employees, to the extent accrued and provided for in the calculation of Closing Net Worth, as finally 23 28 determined ("Assumed Employee Liabilities"), Buyer shall not assume any obligation or liability relating to or arising from any Benefit Plan, commitment, undertaking, act or omission of Seller, any Affiliate of Seller or any of their respective Representatives with respect to the Business's Employees or any occupational injury or disease of any of Seller's employees occurring or existing on or prior to the Closing Date (collectively, other than the Assumed Employee Liabilities, "Employee Claims"). Seller shall pay directly to each of its employees that portion of all benefits that has been accrued on behalf of that employee as of the Closing Date, including obligations with respect to accrued bonuses, incentive pay, and travel and entertainment expense reimbursement. (b) Seller and Buyer will treat the Buyer as a "successor employer" and Seller as "predecessor," within the meaning of sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of Taxes imposed under the United States Federal Unemployment Tax Act ("FUTA") or the United States Federal Insurance Contributions Act ("FICA"). At the request of the Buyer with respect to any particular applicable Tax law relating to employment, unemployment insurance, social security, disability, workers' compensation, payroll, health care or other similar Tax other than Taxes imposed under FICA and FUTA, Seller and Buyer will (i) treat Buyer as a successor employer and Seller as a predecessor employer, within the name meaning of the relevant provisions of such Tax law, with respect to Transferred Employees and title (ii) cooperate with each other to avoid, to the extent possible, the filing of certain Employees employed more than one individual information reporting form pursuant to each such Tax law with respect to each such Transferred Employee for the calendar year within which the Closing Date occurs. (c) Buyer shall be responsible for compliance with the WARN Act with respect to the transactions contemplated by this Section 7.13 to occur as of the Execution Date Closing and for actions taken by Buyer subsequent to the Closing, provided that if the representation and warranty set forth in Section 4.9(b) is not correct and there is a failure to comply with the WARN Act attributable thereto, then Seller shall be responsible for any consequences of such failure to comply with the WARN Act by Buyer. (d) Effective as of the “Specified Employees”Closing, Seller shall terminate the participation of the Transferred Employees in the NFA Corp. 401(k) Savings and Protection Plan ("Seller's Savings Plan") and shall amend Seller's Savings Plan, if necessary, to cause all of the Transferred Employees who are participants in Seller's Savings Plan to become 100% vested in their account balances under such plan and to permit Transferred Employees to receive a distribution of their account balances under Seller's Savings Plan within a reasonable period of time following the Closing Date. After Seller provides Buyer with a copy of a favorable IRS determination letter with respect to Seller's Savings Plan (or such other evidence as to the qualified status of Seller's Savings Plan as Buyer may require), The Worldtex, Inc. Profit Sharing and Retirement Savings Plan (ii"Buyer's Savings Plan") shall accept direct rollovers of distributions to Transferred Employees from Seller's Savings Plan in cash and promissory notes representing participant loans to the extent permitted by Sections 401(a)(31) and 402 of the Code and Buyer's Savings Plan. (e) With respect to any Business Employee Obligations that would arise in connection with who is hospitalized as of the termination of each Closing on an inpatient basis, Seller shall be responsible for all health care claims incurred by such Specified Employee and (iii) Buyer’s anticipated categorization employee during the continuous period of such Specified Employee as a Continued Employee, a Transitional hospitalization. (f) Seller shall be responsible for providing continuation of group health coverage required by Section 4980B of the Code or Sections 601 through 608 of ERISA ("COBRA") with respect to any current or former Business Employee or any "qualified beneficiary" (within the meaning of Section 4980B of the Code) of any such current or former employee who has incurred a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for "qualifying event" (within the purposes meaning of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with 4980B of the Specified Employees, not fewer than five Business Days Code) on or prior to the Closing Date, Buyer shall provide Seller with including any "qualifying event" which is incurred as a schedule (the “Employee Severance Schedule”) result of the Specified Employees transactions contemplated by this Section 7.13 to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, occur as of the Closing Date. Buyer shall be responsible for providing COBRA coverage with respect to any Transferred Employee or any "qualified beneficiary" of a Transferred Employee who incurs a "qualifying event" after the Closing Date. Buyer shall credit the service of Transferred Employees with Seller for purposes of any waiting period under any medical plan Buyer provides to Transferred Employees and shall credit all covered expenses of Transferred Employees and their eligible family members under Seller's medical plan incurred from January 1, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior 1997 to the Closing through December 31for purposes of annual deductibles and out-of-pocket limits under Buyer's medical plan. 24 29 (g) Notwithstanding any possible inference to the contrary, 2016none of the parties to this Agreement intends for this Section 7.13 to create any right or obligation except as between the parties to this Agreement, and (C) no past, present or future employees of Seller or Buyer shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason)be treated as third-party beneficiaries of this Section 7.13. In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.7.14

Employee Matters. (a) Schedule 6.3(aAs promptly as practicable after the execution of this Agreement, representatives of Buyer and Seller shall meet to identify employees of the Seller or any of its Affiliates (other than the Company or the LLC) sets forth who are not Business Employees and to whom Buyer and Seller agree that Buyer, the Company or any Affiliate of Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). Buyer, the Company or any other Affiliate of Buyer (i) the name and title of certain Employees employed shall offer employment effective as of the Execution Closing Date (the “Specified Employees”)to each Business Employee, and (ii) may offer employment effective as of the Employee Obligations Closing Date to each Additional Employee, in each case on such terms and conditions as Buyer may determine in its discretion, provided, however, that would arise such terms and conditions shall be reasonable in connection with relation to the termination terms and conditions upon which similarly situated employees of each Buyer or one or more of its Affiliates are employed. Business Employees and Additional Employees who accept such Specified Employee offer of employment effective as of the Closing Date shall be referred to as "TRANSFERRED EMPLOYEES." The total number of Business Employees and (iii) Additional Employees that Seller will make available to Buyer for employment will be no less than 492, and Buyer’s anticipated categorization , the Company or any other Affiliate of Buyer will make offers to no fewer than 458 of such Specified Employee as a Continued EmployeePersons. Buyer shall not initiate any contact with any of Seller, a Transitional Employee Company or a Non-Continued EmployeeLLC employees except for Business or Additional Employees. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for After the purposes of this Section 6.3. Subject to applicable Law date hereof and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to Closing, Seller shall afford, and shall cause the Closing DateCompany and the LLC and Seller's other Affiliates to afford, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject Affiliates reasonable access to the employment practices and policies Additional Employees for the purpose of enabling Buyer and its Affiliates (the “Continued Employees”), a list to determine to which of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list such employees it desires to extend offers of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeemployment.

Employee Matters. (a) Parent or Buyer shall offer at-will employment to all employees currently employed by Seller listed on Schedule 6.3(a) sets forth (i) 7.2 attached hereto. Seller will use commercially reasonable efforts to assist the name and title Buyer Parties in the hiring of certain Employees employed such employees. Upon execution of this Agreement, Seller shall notify each employee listed on Schedule 7.2 in writing that, by reason of the sale of the Business, their employment with Seller is terminated as of the Execution Closing Date and that Parent or Buyer is offering such employees employment. Any such employees actually employed by Parent or Buyer or their Affiliates immediately following the Closing, other than Xxx Xxxxx, Xxxx XxXxxxx, Xxx Xxxxxxxxx and Xxxx Xxxxxxxx (the each, a “Specified EmployeesKey Employee”), are referred to in this Agreement as “Hired Employees.” To the extent that service is relevant for purposes of eligibility and vesting (iiand, in order to calculate the amount of any sick days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) the Employee Obligations that would arise in connection with the termination under any retirement plan, employee benefit plan, program or arrangement established or maintained by Parent, Buyer or any of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee their Affiliates for the purposes benefit of this Section 6.3. Subject employees, such plan, program or arrangement, shall, to applicable Law the extent permitted by the terms and all agreements conditions thereof, credit such Hired Employees for service earned on and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing DateDate with Seller, in addition to service earned with Parent, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) or any of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its their Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (Date. In addition to the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicableforegoing, as of the Closing Date, (B) the Buyer Parties shall provide for each Hired Employee, at the time of hiring, with initial compensation (but excluding benefits and any incentive or equity-based compensation) at least as favorable as the compensation (but excluding benefits and any incentive or equity-based compensation) provided to such employees by Seller as of the date of this Agreement. Seller shall issue to each terminated employee (including all Hired Employees) a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing final paycheck in accordance with Seller’s regular payroll schedule, containing their salary through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis accrued, unused paid time off, and the same extent as they participated any other wages, overtime, severance pay, bonuses, change-in-control payment, other incentive compensation, commissions, expense reimbursement, or any other compensation that was earned, accrued, or payable prior to or as a result of the Closing, unless and until Closing (excluding any amounts to be paid by Buyer determines as Assumed Liabilities pursuant to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following ClosingSection 2.2(d)) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) From and after the name Effective Time, the Surviving Corporation shall honor all Company Benefit Plans and title compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time (without giving effect to any amendments thereto after the Effective Time except if consented to by the affected party). Notwithstanding any other provision of certain Employees employed as this Agreement to the contrary, (A) the Surviving Corporation shall provide each current and former employee of the Execution Date Company and its Subsidiaries other than such employees covered by collective bargaining agreements (the “Specified Company Employees”) whose employment terminates during the one-year period following the Effective Time with severance benefits at the levels and pursuant to the terms of the Company’s severance plans and policies as in effect immediately prior to the Effective Time (it being understood that Company Employees whose severance benefits are otherwise addressed in Section 5.5(b)(iv) of the Company Disclosure Schedule will be governed thereby), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iiiB) Buyer’s anticipated categorization of during such Specified Employee as a Continued Employeeone-year period following the Effective Time, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee severance benefits offered to Company Employees shall be deemed a Continued Employee for determined without taking into account any reduction after the purposes Effective Time in compensation paid to Company Employees. Except as provided in the last sentence of this Section 6.35.5(b)(i) or in Section 5.5(b)(iv) or (v), nothing contained in this Agreement shall be construed as requiring the Surviving Corporation to establish, maintain or continue any specific plans. Subject to applicable Law and all agreements and other arrangements with Furthermore, except as provided in the Specified Employeeslast sentence of this Section 5.5(b)(i) or in Section 5.5(b)(iv) or (v), not fewer than five Business Days prior to no provision of this Agreement shall be construed as prohibiting or limiting the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) ability of the Specified Employees Surviving Corporation to whom Buyer amend, modify or its Affiliate will provide continuing employment (whether at Buyerterminate, an Affiliate any plans, programs, policies, arrangements, agreements or understandings of the Buyer Surviving Corporation or the Companies)Company. Without limiting the scope of Section 8.10, subject to nothing herein shall confer any rights or remedies of any kind or description upon any current or former employee of the employment practices and policies of Buyer Company and its Affiliates (Subsidiaries or any other Person other than the “Continued Employees”)ESOP, a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) Company and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)their respective successors and assigns; provided, however, in each case that the number last sentence of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (Athis Section 5.5(b)(i) shall be effective or shall continueenforceable by and on behalf of the beneficiaries of the Company’s Transitional Compensation Plan, as applicable, in effect as of the Closing Datedate hereof (the “Transitional Compensation Plan”), (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior and their respective successors and assigns. Notwithstanding anything to the Closing through December 31, 2016, and (C) shall offer such employee continued employment contrary contained in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’sthis Agreement, the Companies’ ability Surviving Corporation shall honor, fulfill and discharge the Company’s obligations under the Transitional Compensation Plan, without any amendment or change that is adverse to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace beneficiary of such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeTransitional Compensation Plan.

Employee Matters. (a) Schedule 6.3(aUnless in connection with the transactions contemplated by this Agreement a Person employed by a Seller transfers automatically to the Purchaser under applicable Law, the Purchaser (or one of its Affiliates) sets forth shall, effective as of the Closing Date (if permitted by applicable Law, otherwise as soon as possible after the Closing Date), offer employment to each Transferred Employee (other than those employed by a Transferred Subsidiary) and/or accept the transfer of his or her employment contract or agreement. Each Transferred Employee (i) the name and title of certain Employees who is employed as of the Execution Date (the “Specified Employees”)by a Transferred Subsidiary, (ii) (x) whose employment is automatically transferred to the Purchaser under applicable Law and (y) who does not object to such automatic transfer in accordance with applicable Law (provided that applicable Law gives such Transferred Employee Obligations that would arise in connection with the termination of each such Specified Employee and right to object), or (iii) Buyer’s anticipated categorization who accepts an offer of employment by the Purchaser (or one of its Affiliates) and commences work for the Purchaser (or one of its Affiliates) on the Closing Date, shall become an employee of the Purchaser (or one of its Affiliates (including the Transferred Subsidiaries)) on the Closing Date (or any later date required by Law) and is referred to herein as a “Hired Employee.” For a minimum of one year following the Closing Date or any longer period required by applicable Law, the Purchaser shall (i) pay the same cash compensation payable by the applicable Seller or Transferred Subsidiary to such Specified Hired Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days immediately prior to the Closing Date, Buyer shall provide (ii) maintain the same employee benefits delivered by the applicable Seller with a schedule (the “or Transferred Subsidiary to such Hired Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016Date, and (Ciii) shall offer maintain Hired Employees’ positions and working conditions applicable to each such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent Hired Employee as they participated of immediately prior to the ClosingClosing Date. The Purchaser and its Affiliates shall recognize all service of such Hired Employees at the applicable Seller or Transferred Subsidiary as if such service had been performed for the Purchaser and its Affiliates; provided that such recognition of service will not operate to duplicate any benefits with respect to any Hired Employee. The Purchaser or its Affiliate shall, unless and until Buyer determines to amendfor at least 90 days following the Closing Date, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with not terminate any Continued EmployeeHired Employee other than “for cause.”

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Buyer will cause the name and title Transferred Entities to continue the employment of certain the Transferred Entities’ Business Employees employed as of the Execution Closing Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination and make offers of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days employment prior to the Closing Date, Buyer shall provide Seller with a schedule Date (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date) to each of the other Business Employees, in each case, under employment terms that provide for, if accepted (Bin the case of offerees) shall provide (i) for a substantially comparable pay rate period of at least 12 months after the Closing Date (or such longer period as earned by is required under applicable Laws), the Continued positions, duties, responsibilities, base salaries, together with bonus and long-term incentive compensation opportunities and other benefits that, in each case, are reasonably similar to that which each Business Employee was subject immediately prior to the Closing through December 31, 2016, and (Cii) shall in the case of the offerees listed on Schedule 6.2(a), a termination and release of such offeree’s employment agreement with Seller or its Affiliate; provided that if any applicable Law requires Buyer to offer (or continue employment of a Business Employee on) more favorable terms to any Business Employee, Buyer will comply with such employee continued Law and will make offers (or continue employment of a Business Employee) on such terms. Buyer will communicate offers of employment in his accordance with applicable Law and in a form determined by Buyer, which form shall be acceptable to Seller. Each Business Employee who accepts Buyer’s offer of employment or her current position otherwise commences or continues employment or is deemed to commence or continue employment with Buyer (including, without limitation, as a position result of the operation of Law in any jurisdiction) on or after the Closing Date shall be referred to as a “Buyer Employee” for purposes of this Agreement. Additionally, with materially comparable duties respect to each Business Contractor, Buyer will (subject to Buyer’s, its Affiliate’s, i) either assume the Companies’ ability to terminate any employee at any time and for any reason). In addition, following relevant independent contractor arrangement from Seller or otherwise offer each such Business Contractor a continued service arrangement as of the Closing, Closing Date under similar terms as provided by Seller or the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated Transferred Entities immediately prior to the Closing Date and (ii) assume any termination or other Liabilities arising on, in connection with or after the Closing. Buyer shall indemnify, unless defend and until hold harmless Seller or its Affiliates from any and all payments, Losses or other costs that are incurred by Seller and its Affiliates with respect to Liabilities assumed by Buyer determines pursuant to amendSection 2.2(a), modifyincluding payments, terminate, substitute Losses or replace such plans, which Buyer may do other costs arising from or in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements connection with any Continued Employee.failure to inform or consult any Business Employees. 36

Employee Matters. (a) Schedule 6.3(aAt least twenty (20) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days days prior to the Closing Date, Buyer shall provide deliver to Seller with a schedule (the “Employee Severance Schedule”) of the Specified Company Employees that Seller desires to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate be employed by the Company as of the Buyer or Closing Date (each, a “Transferred Employee”). To the Companies), subject to the employment practices and policies of Buyer and its Affiliates extent that a Company Employee is not a Transferred Employee (the a “Continued EmployeesNon-Transferred Employee”), Seller shall, at its discretion, either (i) re-assign the employment of such Non-Transferred Employee to another entity or division within Seller such that the Non-Transferred Employee is not a list Company Employee as of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing Date, or (the “Transitional Employees”ii) and a list of Specified Employees whom Buyer will not provide continuing cause such Non-Transferred Employee’s employment for the period after to terminate immediately prior to the Closing (Date. Buyer agrees that it shall promptly reimburse Seller for all Severance Benefits incurred by Seller or its Affiliates in connection with the “termination of employment of all Non-Continued Employees”)Transferred Employees (other than those Non-Transferred Employees whose employment with the Company terminates (or who receives notice of such termination) prior to the date on which the schedule referenced in this Section 5.7(a) is delivered to Seller) in an amount not to exceed $2,000,000; provided, however, in each case the number of employees identified as Transitional Employees and that Buyer shall have no obligation to reimburse Seller for any severance obligations incurred by Seller or its Affiliates after December 31, 2005, with respect to any Non-Continued Employees Transferred Employee whose employment is reassigned pursuant to clause (i) above, and, provided, further, that Buyer’s obligation to reimburse Seller for severance obligations incurred with respect to any Non-Transferred Employee whose employment is reassigned pursuant to clause (i) above shall be based on the Employee Severance Schedule shall not materially differ from the number lesser of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) the employee’s base salary as in effect on the date such employee’s employment with the Company terminates and (B) the employee’s base salary as of the date the employee’s employment with Seller or any of its Affiliates terminates. In the event that Buyer or its Affiliates (including but not limited to the Company) shall be effective employ (or shall continuere-employ, as applicablethe case may be) a Non-Transferred Employee for whom Seller has not been reimbursed for Severance Benefits due to the dollar limitation set forth in the previous sentence, within twelve (12) months following the Closing Date, Buyer shall reimburse Seller for the amount of Severance Benefits paid by Seller with respect to such Non-Transferred Employee. Except as may be specifically provided in this Agreement, as of the Closing Date, the active participation in each Seller Benefit Plan of all Transferred Employees will cease and no additional benefits will be accrued thereunder for such employees with respect to their service on or after the Closing Date. Except as may be specifically provided in this Agreement, prior to the Closing, Seller will take or cause to be taken all necessary action, including amending any Seller Benefit Plan as required, to properly terminate the active participation of the Company and the Transferred Employees in each Seller Benefit Plan effective as of the Closing Date. Until the first anniversary of the Closing Date, Buyer shall provide, or shall cause to be provided, to the Transferred Employees compensation and employee benefits that are not less favorable to the Transferred Employees, in the aggregate, than those provided to the Transferred Employees immediately before the Closing (B) including pursuant to Seller Benefit Plans); provided, however, that, with respect to severance, Buyer shall provide for provide, or cause to be provided, Severance Benefits to Transferred Employees who are terminated from their employment through January 1, 2006 at a substantially comparable pay rate level that is at least as earned by favorable to such Transferred Employees as was applicable to such Transferred Employees on the Continued Employee day immediately prior to the Closing through December 31, 2016Date, and (C) after such period, any severance paid to Transferred Employees shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent be as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with determined under Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeseverance practice.

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

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as The Buyer shall cause an Affiliate of the Execution Date Buyer to make at-will offers of employment to the Current Employees set forth on Section 5.7(a) of the Buyer’s Disclosure Schedule (the “Specified Offered Employees”), (ii) which offers shall provide for base wages or salaries and target bonus opportunities of not less than the Employee Obligations that would arise in connection with the termination of respective base wages or salaries and target bonus opportunities specified for each such Specified Employee employee as in effect immediately prior to the Closing Date (and as previously provided in the employee information described in Section 3.22(a) and made available to the Buyer as of the date hereof), and benefits (iiiexcluding equity and equity-based compensation) Buyer’s anticipated categorization of that are substantially comparable in the aggregate to those benefits in effect for such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days employees immediately prior to the Closing Date, Buyer . Such offers shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an be made by such Affiliate of the Buyer or the Companies), subject to the Offered Employees not later than thirty (30) days after the date of this Agreement, shall be conditioned upon the Closing, and shall be for employment practices and policies of Buyer and its Affiliates commencing at 12:01 a.m., New York, New York time, on the Closing Date (such time, the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued EmployeesOffer Effective Time”); provided, howeverthat, in each the case the number of employees identified as Transitional Employees and Non-Continued Employees an employee (i) who is on the Employee Severance Schedule shall not materially differ from the number short term disability leave, workers’ compensation leave, or other authorized leave of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, absence as of the Closing Date, the offer of employment shall be for employment effective immediately after the date that such employee is first able to return to active employment or (ii) who continues employment with the Seller Parties or any of their Affiliates (other than the Acquired Companies) following the Offer Effective Time as mutually agreed between the Seller Parties and the Buyer, the offer of employment shall be effective as of such employee’s last day of work with the Seller Parties or any of their Affiliates (other than the Acquired Companies) as mutually agreed between the Seller Parties and the Buyer (such date, in each case, the “Delayed Transfer Date”). The offer to each Offered Employee shall be conditioned upon such Offered Employee (A) passing a background check in accordance with the standard employment practices of the Buyer and its Affiliates as described to the Seller prior to the date hereof and (B) shall provide for a substantially comparable pay rate as earned remaining employed by the Continued Employee immediately prior Seller Parties or any of their Affiliates (other than the Acquired Companies) through the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be. Subject to the Closing foregoing, those Offered Employees who accept an offer of employment as described above and become so employed as of the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be, shall be referred to herein as “Transferred Employees”. To the extent that an Offered Employee has accepted an offer of employment effective as of the Delayed Transfer Date, the Buyer shall promptly upon written request after the applicable Delayed Transfer Date reimburse the Seller on an after-Tax basis for the expense of employment continuation from the Offer Effective Time through December 31, 2016the applicable Delayed Transfer Date in accordance with the base wages or salaries specified for such Offered Employee in the employee information described in Section 3.22(a) and made available to the Buyer as of the date hereof. The Seller Parties shall be liable for, and shall indemnify and hold harmless the Buyer and its Affiliates (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, including the Companies’ ability to terminate any employee at any time and for any reason). In addition, Acquired Companies following the Closing) from and against (i) all Liabilities under the Benefit Plans, whenever arising, (ii) all Liabilities related to Employees that do not become employees of the Continued Buyer or its Affiliates and (iii) all Liabilities related to the Transferred Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated for periods prior to their commencement of employment with the Closing, unless Buyer and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeAffiliates.

Employee Matters. (a) Schedule 6.3(aFrom and after the Closing Date, Parent shall honor all Employee Benefit Plans and Employment Agreements in accordance with their terms as in effect immediately before the Closing Date, unless such plans, agreements or arrangements were adopted, entered into or amended in violation of Section 6.4. For a period of one (1) sets forth year following the Closing Date, Parent shall provide, or to cause to be provided, to each current and former employee of the Company and its Subsidiaries (the “Company Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Employee under the applicable Employee Benefit Plan immediately before the Closing Date; provided that, except as may be required under any Employee Benefit Plan or Employment Agreement, such compensation and benefits shall not be more favorable than those provided to similarly situated employees of Parent; provided further, that, neither Parent nor any of its Subsidiaries shall have any obligation under this Section 6.14(a) to issue, or adopt any plans or arrangements providing for either (i) the name and title issuance of, shares of certain Employees employed as share capital, warrants, options, stock appreciation rights or other rights in respect of the Execution Date any shares of share capital of any entity, including Quiver Inc., or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements (the collectively, “Specified EmployeesEquity Plans”), or (ii) amounts payable pursuant to any compensatory plan or arrangement established or maintained by any entity other than the Company and its Subsidiaries, including Quiver Inc.; provided, further, that no such Equity Plans or compensatory plans or arrangements. shall be taken into account in determining whether employee benefits are no less favorable in the aggregate. For a period of one (1) year following the Closing Date, Parent shall provide, or to cause to be provided, to each Company Employee Obligations that would arise who suffers a termination of employment severance benefits in connection accordance with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employeeapplicable severance plans, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all programs, agreements and other arrangements with of the Specified EmployeesCompany or its Subsidiaries, not fewer than five Business Days as applicable, as in effect immediately prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Buyer shall offer employment to all Seller Employees at no less than the name salary or hourly rate then in effect and title otherwise on terms comparable to those which they currently enjoy in terms of certain benefits and incentives, as applicable. Buyer shall continue the employment of Seller Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee pursuant to this Section for the purposes applicable period set forth on Exhibit 12(a) hereto. In the event Buyer terminates the employment of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days a Seller Employee prior to the Closing Dateexpiration of the noted time period, Buyer shall provide Seller with may discharge its obligations under this Section by paying to the employee a schedule (lump sum severance equal to the “Employee Severance Schedule”) amount which would have been earned during the remainder of the Specified Employees time period identified on said Exhibit. No payment shall be due under this Section with respect to whom an employee whose termination of employment stems from death, total and permanent disability, retirement, voluntary termination by the employee or termination by Buyer or its Affiliate will provide continuing employment for cause. For these purposes, termination for “cause” shall mean (whether at Buyer, an Affiliate 1) the willful misconduct of the such employee that results in material injury to Buyer or the Companies), subject Business or (2) the employee’s willful and continued failure substantially to perform the employee’s duties to Buyer after a written demand for substantial performance has been delivered to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned employee by the Continued Employee immediately prior to employee’s supervisor, which specifically identifies the Closing through December 31, 2016, and (C) shall offer such manner in which it is believed that the employee continued employment in has not substantially performed his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason)duties. In addition, an employee that voluntarily terminates employment for “good reason,” shall be deemed to have been terminated by Buyer. For these purposes, an employee shall be deemed to have “good reason” following (1) a relocation of such employee’s work location to a location that is not within a reasonable commuting distance from the Closingemployee’s current residence, or (2) the Continued Employees will continue re-assignment of such employee to participate in all Company Benefit Plans on a position other than another position involving the performance of substantially the same basis duties, responsibilities and compensation as immediately before the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeClosing Date.

Employee Matters. 73. No later than ten (a10) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days days prior to the Closing Date, Buyer Seller shall provide Seller with a schedule (the “Employee Severance Schedule”) to Purchaser an updated, current copy of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”Schedule 1.01(a) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Business Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) Information which information shall be effective or shall continue, as applicable, considered to be final as of the Closing Date for all purposes under this Section 7.07. Prior to the Closing Date, Purchaser shall, or shall cause any applicable Affiliates or its designee to make offers of employment (Beach, an “Employment Offer”) to each of the Business Employees, including employees hired after the Effective Date who otherwise meet the definition of Business Employee. Each such Employment Offer shall provide be (i) for a substantially position having comparable pay rate job duties and the same primary work location as earned held by the Continued applicable Business Employee as of immediately prior to the Closing through December 31, 2016Date, and (Cii) for employment commencing immediately following the Closing and shall advise the recipient that by accepting the offer such employee continued employment in and commencing employment, he or she is agreeing that his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees personnel records will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior be transferred to the Closingemploying entity. The Business Employees who timely accept the terms and conditions of such Employment Offer and who are employed by Purchaser or any of its Affiliates or its designee in accordance with such Employment Offers are hereinafter referred to as the “Continuing Employees.” Prior to the Closing Date, unless and until Buyer determines Purchaser may, or may cause any applicable Affiliates or its designee, to amendmake offers of employment, modify, terminate, substitute or replace such plans, which Buyer may do in its sole and absolute discretion (and on terms and conditions which are determined in its sole and absolute discretion) and with the prior written consent of Seller, to other employees or service providers of Seller who are involved in the Business; Purchaser shall not, and shall cause its Affiliates or designee not to, directly or indirectly, solicit for employment any such other employee or service providers of Seller absent the prior written consent of Seller. Any such other employee or service provider of Seller who accepts the terms and conditions of such offer of employment, and who is employed by Purchaser or any of its Affiliates or its designee in accordance with such offer, is hereinafter referred to as an “Optional Employee.” Seller shall use its commercially reasonable efforts release each Continuing Employee and each Optional Employee from any confidentiality agreement or other agreement solely as it applies to assist Buyer Purchaser and solely with Buyer’s (respect to matters relating to the Business, any Holdco, any Project Company, or the Companies’ immediately following Closing) entry into sale of the Facilities that may interfere with such Continuing Employee’s or Optional Employee’s employment agreements with any Continued EmployeePurchaser or such Affiliate or designee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Buyer shall have the name right, but not the obligation, to, or to cause one of its Affiliates to, make offers of employment to each of the Employees except Xxx Xxxxx and title Xxxxxxx Xxxxxx. Seller has delivered to Buyer a true and correct list of certain Employees employed the annualized salary, wage rate and other compensation payable to each Employee as of the Execution Date (and bonus paid or payable for the “Specified Employees”)2011 year with respect to each Employee; save and except bonuses which Seller has paid or may pay to employees upon consummation of this or other transactions and which shall not be an obligation of the Company, (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee but shall be deemed a Continued Employee Company Transaction Expense. Upon request of Buyer, the Company will provide Buyer and its Affiliates with reasonable access to the Employees for the purposes purpose of this Section 6.3conducting employment interviews before the Closing Date. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to At least ten (10) days before the Closing Date, Buyer or one of its Affiliates shall issue written offers of employment to any Employee it desires to hire. Such employment offers shall be conditioned on the Closing and effective from and after the Closing Date (or, if any Employee is on a leave of absence (other than vacation), effective from and after the date such Employee returns to active employment) and shall provide for terms and conditions of employment (including without limitation position, title, duties, responsibilities, base compensation, insurance and other employee benefits, bonus opportunity, vacation, sick, or other paid leave) that are materially consistent with those provided to employees seconded to Buyer or its Affiliates in Lycoming and Wyoming Counties, Pennsylvania. Seller and its Affiliates shall not interfere with any such offers or negotiations by Buyer or any of its Affiliates to employ any Employee or discourage any Employee from accepting employment with Buyer or any of its Affiliates and, without limiting the foregoing, shall not, and shall not offer to, increase the salary, benefits or other compensation of any Employee other than as part of a schedule company-wide increase in salary, benefits or other compensation. Buyer shall notify Seller in writing and Buyer and Seller shall confer at least two (2) days before the Closing Date as to the identities of such Employees who have accepted Buyer’s or one of its Affiliate’s offers of employment (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Hired Employees”), a list . Seller or the Affiliate of Specified Seller that employs the Employees whom Buyer will provide continuing employment during a six month transitional period following accept the resignation of the Hired Employees effective as of the time immediately before the Closing Date (the “Transitional Employees”) and or such later time with respect to an Employee on a list leave of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, absence other than vacation as of the Closing Date) and shall waive and release, as it pertains to employment by Buyer or any of its Affiliates, any noncompetition, non-disclosure and similar agreements between Seller or such Affiliate and any of the Hired Employees (B) shall provide except for a substantially comparable pay rate as earned by the Continued Employee immediately prior any nondisclosure obligations relating to proprietary or confidential non-public information that is not related to the Closing through December 31, 2016Properties). Buyer shall be responsible, and shall indemnify Seller and its directors, officers, employees, Affiliates, agents and assigns, for any costs, losses or liabilities incurred by Seller or any of the Company’s Affiliate(s) to the extent arising out of the actions or omissions of Buyer or its Affiliates on or following the Closing with respect to the Hired Employees, including without limitation the terms and conditions of employment of the Hired Employees with Buyer or its Affiliate and Buyer’s failure to comply with its obligations under this Section 7.10. The provisions of this Section 7.10 are intended to benefit the parties to this Agreement and the Company’s Affiliate(s) referenced in this Section 7.10 and nothing in this Agreement, express or implied, is intended or shall be construed to (Ca) shall offer such employee continued employment in his confer upon or her current position or a position with materially comparable duties give to any other Person (subject including for the avoidance of doubt any Employees) other than the parties to Buyer’s, its Affiliate’sthis Agreement, the Companies’ ability to terminate Company’s Affiliate(s) referenced in this Section 7.10, and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement or (b) amend any employee at benefit plan of Seller, Buyer or any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeof their respective Affiliates.

Employee Matters. (a) Schedule 6.3(aBuyer shall, on or before the Closing Date, offer to employ Kevin Lunau, Christopher Pixxxx xxx xx lexxx xxxxxxx-xxxx percent (75%) sets forth (i) the name and title of certain Employees employed as of the Execution remaining employees of Seller, excluding any employees of TMI or USORTHO, and excluding John Saringer and Jean-Pierrx Xxxxxxxxxxx, empxxxxx xx xxx Xxxxxxx Date (the “Specified "Retained Employees”)") on terms and conditions of employment including without limitation, salary, benefits, position and responsibilities, which are no less favorable than those paid to and/or enjoyed by such Retained Employees on the 14 Closing Date. Without limiting the generality of the foregoing, the Buyer will not offer employment to either John Saringer or Jean-Pierrx Xxxxxxxxxxr. Txx Xxxxx xxxxx xxxxxxx, within fifteen (ii15) days after the date of signing of this Agreement, to the Seller a list identifying the Retained Employees, failing which the Retained Employees shall consist of all employees of the Seller employed on the Closing Date. Buyer shall recognize the period of employment of the Retained Employees who accept the Buyer's offer of employment (the "Accepting Employees") with Seller up to the Closing Date for all purposes as if such service had occurred with Buyer. Buyer agrees to assume all liabilities associated with the Retained Employees including, without limitation, payment of any Accrued Employee Obligations that would arise Benefits (as hereinafter defined) and all costs incurred in connection with the termination or lay-off of each any such Specified Employee employee, and (iii) Buyer’s anticipated categorization Buyer shall indemnify and save harmless Seller in respect of such Specified assumed liabilities. Seller and Buyer shall cooperate to provide an orderly transfer for accrued employee vacation and sick leave benefits (the "Accrued Employee Benefits") from Seller to Buyer in order to preserve the benefits available to the Retained Employees. Seller shall prepare a comprehensive list of such Accrued Employee Benefits by employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for of the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days date ten (10) days prior to the Closing Date, shall value such Accrued Employee Benefits at the rates of pay in effect as of such date, and shall pay Buyer shall provide Seller with a schedule (at the “Closing cash equal to the value of such Accrued Employee Severance Schedule”) Benefits, for that portion of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of Accrued Employee Benefits not already provided for in the Buyer December 1996 Statements or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeBusiness Plan.

Employee Matters. (a) Buyer shall offer equivalent employment at the Auctioned Assets to those employees of Seller regularly assigned by Seller to work at the Auctioned Assets on the Closing Date in the job titles and facilities listed in Schedule 6.3(a9.01(a) sets forth (i) all such employees described above and those individuals described in the name and title of certain following sentence being hereinafter referred to as "Affected Employees"). Affected Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of include each such Specified Employee and (iii) Buyer’s anticipated categorization 64 57 employee of such Specified Employee Seller who is not actively at work on the Closing Date due solely to a temporary short-term absence, whether paid or unpaid, in accordance with applicable policies of Seller, including as a Continued Employeeresult of vacation, a Transitional Employee holiday, personal time, leave of absence, union leave, short- or a Nonlong-Continued Employeeterm disability leave, military leave or jury duty. Each Employee that is Affected Employees whether or not a Specified Employee they accept an offer of employment from Buyer shall cease to be deemed a Continued Employee for employees of Seller on the purposes Closing Date and, to the extent they accept an offer of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employeesemployment from Buyer, not fewer than five Business Days prior to their period of employment by Buyer shall begin on the Closing Date. Seller shall be responsible for any obligation to provide employee benefits to an Affected Employee prior to such employee's period of employment by Buyer. All such offers of employment will be made (x) in accordance with all applicable laws and regulations, Buyer shall provide Seller with a schedule and (the “Employee Severance Schedule”y) for employees represented by Utility Workers' Union of the Specified Employees to whom Buyer or America AFL-CIO and its Affiliate will provide continuing employment Local Union 1-2 (whether at Buyer, an Affiliate of the Buyer or the Companies"Local 1-2"), subject in accordance with the Local 1-2 Collective Bargaining Agreement (as defined in Schedule 9.01(b)). Each Affected Employee who becomes employed by Buyer pursuant to this Section 9.01(a) shall be referred to herein as a "Continued Employee". Buyer may commence discussions concerning offers for employment beginning on the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Closing Date to Affected Employees whom Buyer will provide continuing employment during a six month transitional period at any time following the Closing (the “Transitional Employees”) date of this Agreement. Seller acknowledges and a list agrees that Buyer may discharge any of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)its obligations under this Article IX through one of its Affiliates; provided, however, that Buyer shall in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ no event be relieved from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis full liabilities and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeefull financial responsibility under this Article IX.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title For a period of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to one year following the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicableindividuals who, as of the Closing Date, (B) are employees of the Company or any of the Company Subsidiaries, with compensation and benefits that are substantially similar in the aggregate to the compensation and benefits provided by the Buyer and its Affiliates to similarly situated employees of Buyer and its Affiliates; provided, that no equity-based compensation, defined benefit plan, retention or sale bonuses or severance shall provide be taken into account for purposes of determining similarity of benefits hereunder; provided, further, that nothing contained in this Section 4.08 shall limit Buyer’s right to terminate the employment of any employee under such employee benefit plans or arrangements following the Closing Date. Notwithstanding the foregoing, Buyer shall maintain for a substantially comparable pay rate period of no less than six months following the Closing Date the Insight Communications Company, Inc. Executive Severance Pay Plan, the Insight Communications Company, Inc. Severance Pay Plan for Management and Non-Management Exempt Employees and the Insight Communications Company, Inc. Severance Pay Plan for Non-Exempt Employees, as earned in effect on the date hereof (the “Insight Severance Plans”). Buyer shall, and shall cause the Company to, treat, and cause the applicable benefit plans (other than any equity compensation plan, defined benefit pension plan or retiree medical plan (to the extent permitted by applicable Law)) to treat, the service of Business Employees that are employed by the Continued Company, the Buyer or any of their respective Affiliates, after the closing, with the Company or the Company Subsidiaries (or their predecessor entities) attributable to any period before the Effective Time as service rendered to Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits, including applicability of minimum waiting periods for participation. Nothing contained herein, express or implied, is intended to confer upon any employee of the Company or any of the Company’s Subsidiaries any right to continued employment for any period, nor shall it constitute an amendment to or any other modification of any Employee immediately prior to the Closing through December 31, 2016Plan or Compensation Arrangement. This Section 4.08 is not intended, and (C) shall offer such employee continued not be deemed, to confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at or to otherwise create any time and for third party beneficiary hereunder, or to be interpreted as an amendment to any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Plan of Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with any Affiliate of Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee Solely for the purposes of this Section 6.36.9, references to “Employees” shall include both Employees and Transition Employees who accept offers of employment made by Purchaser, a Target Company or any Affiliate. Subject to applicable Law For a period commencing on the Closing and all agreements ending on the one (1)-year anniversary of the Closing Date (or until the termination of the relevant Employee if sooner), the Purchaser shall provide the Employees with (i) base salary or wage rate and bonus (cash or equity) and other arrangements cash compensation opportunities that are substantially comparable, in the aggregate, to the base salary or wage rate and bonus and other cash compensation opportunities as in effect with the Specified Employees, not fewer than five Business Days respect to each such Employee immediately prior to the Closing Dateand (ii) employee benefits that are, Buyer shall provide Seller with a schedule (in the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyeraggregate, an Affiliate of the Buyer or the Companies), subject no less favorable than those provided to the employment practices and policies of Buyer and its Affiliates (Employees under the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Employee Plans immediately prior to Closing (including severance benefits that are no less favorable than those provided under the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”Employee Plans immediately prior to Closing); provided, however, in each case the number of employees identified as Transitional Employees and Nonthat no defined benefit pension, post-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Nonretirement medical, nonqualified deferred compensation, retention, change-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer in-control or the Companies (A) shall be effective other special or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately non-recurring compensation or benefits provided prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject be taken into account for purposes of Purchaser’s obligations under this Section 6.9. Notwithstanding anything herein to Buyer’s, its Affiliate’sthe contrary, the Companies’ ability to terminate any employee at any time and Purchaser shall be responsible for any reason). In addition, following severance payable for the Closing, the Continued Employees will continue to participate in all Company Benefit Plans termination of any Employee on the same basis Closing Date or thereafter and Seller shall be responsible for any severance payable for the same extent as they participated termination of any Employee prior to the ClosingClosing Date. Except as otherwise set forth in this Section 6.9 or as may be specifically required by this Agreement, unless and until Buyer determines any CBA or by applicable Law, the Purchaser shall not be obligated to amend, modify, terminate, substitute continue to provide any particular type of employee benefits or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts compensation to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. For a period of not less than one year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries on the Closing Date (aan “Employee”), while employed by the Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (other than equity based compensation, benefits and opportunities) Schedule 6.3(a) sets forth (i) which are substantially comparable in the name and title of certain aggregate to those provided to such Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise date of this Agreement. Nothing contained in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee this Section 5.08 shall be deemed a Continued to grant any such Employee any right to continued employment after the Closing Date. Each such Employee shall receive credit for purposes of eligibility and vesting (but not for the purposes of this Section 6.3. Subject determining the amount of any benefits with respect to applicable Law and all agreements and other arrangements with any employee benefit plan established after the Specified EmployeesClosing Date) under any employee benefit plan, not fewer than five Business Days program or arrangement established or maintained by the Surviving Corporation or its subsidiaries under which each Employee may be eligible to participate on or after the Closing Date to the same extent recognized by the Company or any of the Subsidiaries under comparable plans immediately prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number that such crediting of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule service shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer operate to duplicate any benefit or the Companies funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by the Surviving Corporation after the Closing Date (Aeach a “Surviving Corporation Welfare Benefit Plan”) shall be effective or waived, to the extent it would have been waived under the corresponding Employee Plan for the Employees (other than pre-existing conditions that are already in effect with respect to the Employees, to the extent permitted by Law). Subject to the preceding sentence, nothing in this Agreement shall continue, be interpreted as applicable, as limiting the power of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior Surviving Corporation to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his amend or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any particular Surviving Corporation Welfare Benefit Plan or any other particular employee at benefit plan, program, agreement or policy, or as requiring the Surviving Corporation to offer to continue the employment of any time and employee of the Company or its Subsidiaries for any reason). In addition, following the Closing, the Continued Employees will period of time or to offer to continue to participate in all Company Benefit Plans on the same basis and the same extent (other than as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in required by its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closingwritten terms) entry into employment agreements with any Continued EmployeeEmployee Plan.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer No later than five Business Days prior to (5) business days after the Closing DateClosing, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”A) offer employment on an at-will basis, to those persons listed in Section 6(g)(A) of the Specified Employees Disclosure Schedule, such offer of employment to whom Buyer or its Affiliate will provide continuing employment (whether at Buyerbe on terms that are comparable to those upon which such persons were, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless employed by Seller including, without limitation, as to compensation and until benefits (it being understood and agreed that the provisions of this Section 6(g) are not for the benefit of any of the persons listed in Section 6(g)(A) of the Disclosure Schedule and shall not, and shall not be construed to, give or vest in any of such persons any right or entitlement to employment or continued employment or to a particular level of compensation or benefits with or from either Seller or Buyer) and (B) make appropriate arrangements to transition those persons set forth on Section 6(g)(A) and Section 6(g)(B) of the Disclosure Schedule who have been offered and accepted employment with the Buyer determines to amendthe payroll accounting and other human resources systems of Buyer and to Buyer’s benefit plans. Seller agrees that, modifyafter Closing, terminateBuyer may, substitute but shall not be required to, offer employment, on an at-will basis, to those persons listed in Section 6(g)(B) of the Disclosure Schedule. Buyer acknowledges and agrees that, in the event that Buyer does not, for any reason, offer employment to any of the persons listed in Section 6(g)(A) or replace Section 6(g)(B) of the Disclosure Schedule, Seller may, but shall not be required to, retain any of such planspersons as employees of Seller and utilize any of such persons to provide services to Buyer pursuant to the Transition Services Agreement, including, without limitation, services set forth on Exhibit A thereto, in which event Buyer shall pay to Seller the consideration provided for in, and in the manner provided in, Section 4.1 of the Transition Services Agreement, which Buyer may do consideration shall be in its discretionaddition to the consideration specified in Exhibit A to the Transition Services Agreement and shall be calculated taking into account stay bonuses or other incentives, if any, paid or provided by Seller to any or all of such persons so retained. Seller shall use its commercially reasonable efforts agrees that any such stay bonuses or other incentives, if any, will be calculated and determined in a manner consistent with the manner in which stay bonuses currently set forth on Exhibit A to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeTransition Services Agreement were determined.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) After the name and title of certain Employees employed as end of the Execution Date (Inspection Period, Purchaser may conduct private interviews with the “Specified Employees”)individuals who are employed on site by Seller, (ii) the Employee Obligations that would arise any affiliates of Seller or any property manager in connection with the termination operation of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule Property (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Property Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule that any such interviews shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer unreasonably disrupt or the Companies disturb (A) shall be effective or shall continue, as applicable, as the on-going operation of the Closing DateProperty, (B) any services to the Property, or (C) the quiet possession of any tenants under the Leases. Purchaser may consider directly and/or indirectly making, but shall provide for a substantially comparable pay rate not be obligated to make, offers of employment to any of the Property Employees, such offers to be effective as earned of and contingent upon the Closing and on such terms and conditions as may be determined by Purchaser in its sole discretion. As between Purchaser and Seller, (A) all amounts and benefits payable to the Continued Employee immediately Property Employees providing services to the Property (including any accrued or vested benefits) prior to the Closing through December 31, 2016Date will not be prorated between the parties and shall remain the sole responsibility of Seller, and (CB) shall offer if and to the extent that Purchaser directly and/or indirectly hires any such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’sProperty Employees, its Affiliate’s, the Companies’ ability to terminate any employee at any time and Purchaser will be responsible for any reason)amounts and benefits earned by such employees on and after the Closing Date. In additionIf and to the extent that Purchaser or its affiliate directly and/or indirectly makes an offer to hire any such Property Employees (each, a “Purchaser Employee”) and the Purchaser Employee accepts such employment, then for a period beginning upon each such Purchaser Employee’s acceptance of employment with Purchaser’s affiliate and continuing until ninety (90) days following the Closing, neither Seller, nor its affiliated property manager nor any of their respective affiliates shall solicit or persuade, or attempt to solicit or persuade, any such Purchaser Employee to terminate or modify his or her employment relationship, whether or not pursuant to a written agreement, with Purchaser, Purchaser’s management company or their respective affiliates unless such employee first independently declines in writing the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the offer from Purchaser or its affiliate or is first terminated from employment with Purchaser or its affiliate. The terms of this Section 5.8 shall survive Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Purchaser shall make an offer of employment commencing as of the Closing Date to each Employee of Sellers (other than those Employees set forth on Schedule 6.3(a7.1(a)(i)) sets forth who is employed in connection with the Business (including any such employee who is absent due to vacation, holiday, illness, leave of absence or disability) (each a “Business Employee”) (i) in the name same or substantially similar job or position and title location as in effect immediately prior to the Closing Date, (ii) at a salary or wage level and bonus opportunity reasonably comparable to the salary or wage level and bonus opportunity to which they were entitled immediately prior to the Closing Date and (iii) with benefits and other terms and conditions of certain Employees employed employment that are reasonably comparable to the benefits and other terms and conditions received by comparable employees of Purchaser (excluding any equity-based compensation plans). Each such Business Employee who accepts such an offer of employment and signs a restrictive covenant agreement in substantially the form heretofore provided to Sellers by Purchaser shall become an employee of Purchaser on the Closing Date and is referred to as a “Transferred Employee.” If any Transferred Employee is subsequently terminated by Purchaser within the six (6) month period after the Closing Date, then 42 Purchaser shall make severance payments to such Transferred Employee in an amount that is not less than the amount of severance that such Transferred Employee would have been entitled to receive from Sellers (if such Transferred Employee had been terminated by Sellers as of the Execution Date Closing Date); provided, however, that with respect to each Business Employee set forth on Schedule 7.1(a)(ii) (the “Specified Employees”), the Sellers shall remain liable (iiand the Purchaser shall not be liable) for the Employee Obligations that would arise in connection with the termination of each severance obligations owed to such Specified Employee and (iii) Buyer’s anticipated categorization Employees in the event that the Purchaser terminates any of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule Employees within sixty (the “Employee Severance Schedule”60) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as days of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(aSubject to the exclusions set forth in this Section, Buyer may communicate (after consulting with management of ITG) sets forth (i) the name directly with any employees of any Seller and title of certain Employees employed may offer, or cause its Affiliates to offer, to employ as of the Execution Closing Date any active employees of any Seller working at the Business on the Closing Date. Buyer, within its sole discretion, shall determine which, if any, such employees of Sellers shall be offered employment. It is the intent of Buyer to make offers of employment to operating and administrative employees of Sellers listed on Schedule 5.04 on terms and conditions which are generally comparable to similarly situated employees of Buyer. Subject to approval of the Retention Plan, Buyer will grant each Hired Employee, upon and subject to such employee becoming a Hired Employee, one (1) week's paid vacation. Buyer will not be responsible for any termination, severance, salary or other benefits owed to the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee Hired Employees as a Continued Employeeresult of their employment by any Seller prior to the Closing Date. Sellers acknowledge that all employment offers are subject to the satisfactory completion by Buyer of its customary employee background checks, a Transitional Employee including, if applicable, pre-employment drug and alcohol screening. Nothing contained in this Section 5.04 or a Non-Continued Employee. Each Employee that is not a Specified Employee elsewhere in this Agreement shall be deemed a Continued Employee to limit or otherwise affect in any manner the right of Buyer or any Affiliate of Buyer to terminate at will the employment of any Hired Employee. Except as provided in this Agreement, Sellers shall be solely responsible for the purposes of this Section 6.3. Subject to applicable Law and pay any and all agreements and other arrangements with liabilities or obligations arising under the Specified EmployeesWARN Act, not fewer than five Business Days if any, arising out of or resulting from layoffs of employees on or prior to the Closing Date, or in connection with or resulting from the consummation of the Transaction, and Sellers shall remain liable for any and all costs and expenses associated with continued employment, or termination and severance, of all employees of Sellers other than the Hired Employees, including any obligation imposed on Sellers or Buyer to provide such employees with continued health, disability, life or other retirement benefits (whether covered by insurance or not). Sellers hereby, jointly and severally, indemnify, defend and hold Buyer harmless from and against any COBRA liability with respect to any current or former employee of any Seller, or qualified beneficiary of such employee, other than the Hired Employees and their qualified beneficiaries. Buyer shall provide Seller with a schedule not, at any time prior to ninety (the “Employee Severance Schedule”90) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period days after the Closing Date, without complying fully with the notice and other requirements of the WARN Act, effectuate (i) a "plant closing," as defined in the “Non-Continued Employees”)WARN Act, affecting any site of employment or one or more facilities or operating units within any site of employment of the Business; or (ii) a "mass layoff," as defined in the WARN Act, affecting any site of employment of the Business; or any similar action under applicable state or foreign law requiring notice to employees in the event of a plant closing or layoff; provided, however, that Sellers remain solely liable for any WARN or similar liabilities arising as a result of the termination of its or their employees at or before Closing as a result of the Transaction, or arising out of any other event on or before Closing or any other Seller action. To the extent (but only to the extent) that the assets of Sellers' 401(k) plan with respect to the employees of the Business are not directly transferred to Buyer's 401(k) plan by a Code section 414(l) asset transfer, Seller shall one hundred percent (100%) vest the accounts of all participants in each case Seller's 401(k) plan who are employees of the number of employees identified as Transitional Employees and Non-Continued Employees Business on the Employee Severance Schedule shall Closing Date and who and whose accounts are not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject directly transferred to Buyer’s's 401(k) plan by a Code section 414(l) transfer; provided, its Affiliate’showever, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate transfers may only be made in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do respect of participants in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following ClosingSellers' 401(k) entry into employment agreements with any Continued Employeeplan who become Hired Employees.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior Prior to the Closing Date, Buyer Parent shall provide Seller with a schedule (contingent on the Closing) offer employment at the Surviving Corporation to the Key Employees and the Company Employees set forth on Schedule 7.3(l), and, promptly following the Closing, Parent shall offer employment at the Surviving Corporation to substantially all Company Employees, which offers of employment shall be made on such terms and conditions as determined by Parent and subject to Parent’s standard new hire procedures, which, at Parent’s option, may include standard background checks and releases of claims against the Company and its Subsidiaries (such Company Employees that receive offers, the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Offered Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in that each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) such offer shall provide for a substantially comparable pay rate as earned by the Continued Employee (x) base compensation that is no less favorable than such Offered Employee’s base compensation immediately prior to the Closing through December 31, 2016, and (Cy) shall offer a target cash incentive compensation that is no less favorable than such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated Offered Employee’s target cash incentive compensation immediately prior to the Closing. Each Company Employee who accepts Parent’s offer of employment pursuant to this Section 5.12 (the “Continuing Employees”) shall be entitled to participate in the employee benefit plans of Parent (each a “Parent Plan”) on the same terms and conditions as similarly situated employees of Parent and its Subsidiaries. Effective as of, unless and until Buyer determines to amendfollowing, modifythe Closing, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller Parent shall use its commercially reasonable efforts to assist Buyer with Buyer’s provide (or cause its applicable subsidiary or affiliate to use commercially reasonable efforts to provide) credit for each Continuing Employee’s length of service with the Companies’ immediately following ClosingCompany for all purposes of eligibility, vesting and vacation entitlement under each Parent Plan, but such prior service credit will not be required (i) entry into employment agreements with respect to accrual of benefits under any Continued Employeedefined benefit plan, (ii) to the extent that it results in a duplication of benefits, or (iii) with respect to the vesting of awards under Parent’s equity compensation plans, if any.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed Effective as of the Execution Date Closing Date, Buyer shall (the “Specified Employees”or shall cause one of its Affiliates to), as the case may be, (iix) the employ each Seller Business Employee Obligations whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law on terms and conditions that would arise comply in connection all material respects with the termination of each such Specified Employee and Applicable Law, or (iiiy) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer later than five Business Days seven days prior to the Closing Date, make an offer of employment to each Seller Business Employee whose employment does not continue with Buyer or any of its Affiliates by operation of Applicable Law (other than any such employee who is then on long-term disability, unless under Applicable Law such offer is required to be made to such employee at such time), in each case, such offer to be contingent on, and effective as of, the Closing. If a Seller Business Employee to whom Buyer did not offer employment under the foregoing clause (y) solely due to such employee’s being on long-term disability returns to active service with Seller or one of its Affiliates within six months following the Closing Date (or such later date as is required by Applicable Law), Buyer shall (or shall cause one of its Affiliates to) make an offer of employment to such Seller Business Employee not later than the later of seven days prior to the date that such employee is scheduled to return to active service with Seller or one of its Affiliates or seven days following the date Seller notifies Buyer of such scheduled return to active service, provided that Seller shall notify Buyer as soon as practicable prior to such scheduled return to active service (such scheduled return date, the “Leave Return Date”). To the extent permitted under Applicable Law, such offers of employment shall provide that any Seller Business Employee who does not expressly reject such offer in writing shall be deemed to accept such offer as of the Closing Date or the Leave Return Date, as the case may be. Seller and Buyer shall (or shall cause one of their respective Affiliates to) provide to the Seller Business Employees all information required under Applicable Law in connection with any offers of employment or transfers of employment by operation of Applicable Law contemplated by this Section 9.01(a). Any offer of employment required to be made by Buyer (or one of its Affiliates) pursuant to this Section 9.01(a) shall be on terms that are in compliance in all material respects with this Section 9.01(a) and Applicable Law. Buyer shall provide Seller with a schedule reasonable advance opportunity to review the forms of employment offers which Buyer makes under this Section 9.01(a) and shall consider in good faith any comments of Seller to such forms. Each Seller Business Employee (the “Employee Severance Schedule”1) who accepts (or is deemed to accept) such offer of the Specified Employees to whom employment with Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate one of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”)and, a list where required by Applicable Law, executes all documents necessary to effectuate such transfer of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”employment) and a list of Specified Employees whom Buyer will not provide continuing commences such employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies one of its Affiliates or (A2) shall be effective whose employment continues with Buyer or shall continue, any of its Affiliates by operation of Applicable Law and who does not object to such continuation of employment in accordance with Applicable Law is referred to herein as applicable, as a “Continuing Employee”. For a period of 12 months following the Closing Date, Buyer shall, and shall cause its Affiliates to, provide to each Continuing Employee who remains employed by Buyer or one of its Affiliates (Bi) shall provide for a substantially comparable pay base salary or wage rate as earned by that is not less than that provided to such Continuing Employee immediately prior to the Continued Closing, (ii) severance benefits that are no less favorable than those provided to such Continuing Employee immediately prior to the Closing through December 31, 2016, Date and (Ciii) shall offer other compensation and benefits that are substantially comparable in the aggregate to those provided by Seller and its Affiliates to such employee continued employment Continuing Employee immediately prior to the Closing Date (excluding equity or equity-based compensation, deferred compensation, retiree health or welfare benefits and participation in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reasondefined benefit pension plan). In additionExcept as prohibited by Applicable Law (it being understood that Buyer shall have no liability to Seller or its Affiliates hereunder for Damages incurred as a result of Buyer’s failure to perform its obligations under this Section 9.01(a) due to Seller’s failure or refusal to provide Buyer with all information reasonably necessary to permit Buyer to perform such obligations), Seller shall provide Buyer with all information reasonably necessary to permit Buyer to perform its obligations under this Section 9.01(a), including such information as may be reasonably requested by Buyer following the Closing, and Seller’s agreement to provide such information shall survive the Continued Closing for so long as Buyer remains obligated to perform under this Article 9. Except as otherwise provided in this Agreement, Buyer shall, and shall cause its Affiliates to, cause any employee benefit plans, arrangements or policies (including, without limitation, any plan, arrangement or policy required by or maintained pursuant to any Applicable Law) in which any of the Continuing Employees will continue participate following the Closing Date (collectively, the “Buyer Plans”) to participate in all Company Benefit Plans on recognize the same basis service of each Continuing Employee for purposes of vesting, eligibility and benefit entitlement to the same extent such service was recognized by an Employee Plan as they participated of immediately prior to the ClosingClosing (other than (i) for purposes of benefit accrual under any defined benefit pension plan or retiree health or welfare benefit plan, unless and until Buyer determines except to amendthe extent that such benefit accrual is required to be recognized under Applicable Law, modify, terminate, substitute or replace (ii) to the extent such plans, which Buyer may do service credit would result in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeea duplication of benefits).

Employee Matters. (a) Prior to the Closing, Purchaser intends to make offers of employment to employees of Seller listed on Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as 4.3, but is not obligated to hire any of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination employees of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)Seller; provided, however, that such offers may be contingent upon such Employees satisfying Purchaser’s hiring requirements with respect to compliance with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. With respect to each of the Employee Benefit Plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of any Employee shown on Schedule 4.3, effective as of the Closing, Purchaser shall, or shall cause its Affiliate to, recognize all service of the Employees with Seller, as if such service were with Purchaser, for vesting and eligibility (but not for accrual) purposes; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Employee Benefit Plan of Seller. Seller will use reasonable efforts to encourage each case the number employee to whom an offer of employment is made by Purchaser to accept such offer of employment. Prior to Closing, Purchaser will provide Seller with a list of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number to whom Purchaser has made an offer of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(aemployment that has been accepted (“Hired Employees”). The employment Hired Employees will become employees of Purchaser commencing (i) in the Continued Employees with Buyer, case of an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of employee who is actively at work on the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to upon the Closing through December 31, 2016Date, and (Cii) shall offer in the case of an employee who is on approved leave on the Closing Date, upon such employee continued employment in reporting to his or her current position assigned work location and the inception of rendering services for compensation immediately at the end of the approved leave, and Seller will terminate the employment of all the Hired Employees on the Closing Date. It is understood and agreed that (x) Purchaser’s expressed intention to extend offers of employment as set forth in this Section 4.3 shall not constitute any commitment, Contract, or understanding (expressed or implied) on the part of Purchaser to a position with materially comparable duties post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any y) employment offered by Purchaser is “at will” and may be terminated by Purchaser or by an employee at any time and for any reasonreason (subject in each case to any written commitments to the contrary made by Xxxxxxxxx and to any Laws). In addition, following Nothing in this Agreement shall be deemed to prevent or restrict in any way the Closing, the Continued Employees will continue right of Purchaser to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute reassign, promote or replace demote any of the Hired Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment of such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeHired Employees.

Employee Matters. (a) Schedule 6.3(aSubject to the terms of any applicable collective bargaining agreement, for a period of not less than one (1) sets forth (i) year following the name and title of certain Employees employed as Effective Time, the Surviving Corporation shall provide all individuals who are employees of the Execution Date Company and the Subsidiaries (the “Specified Employees”)including employees who are not actively at work on account of illness, (iidisability or leave of absence) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31Effective Time (the "Affected Employees") with compensation and benefits which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement; provided that neither Buyer nor the Surviving Corporation shall have any obligation to issue, 2016or adopt any plans or arrangements providing for the issuance of, and (C) shares of capital stock, warrants, options or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided, further, that no plans or arrangements of the Company or any of the Subsidiaries providing for such issuance shall offer be taken into account in determining whether employee benefits are substantially comparable in the aggregate. With respect to each employee benefit plan, program or policy of the Surviving Corporation or Buyer or any of its affiliates, each Affected Employee shall be given credit under such employee continued employment in his plan for all service with the Company or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated Subsidiary prior to the ClosingEffective Time for all purposes under such plan. Such prior service shall also apply for purposes of satisfying any waiting periods, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (evidence of insurability requirements or the Companies’ immediately following Closing) entry into application of any preexisting condition limitations. Subject to the terms and conditions of this Agreement, with respect to any severance protection agreement or arrangement, or employment letter or agreement, providing for compensation or benefits to an employee of the Company after termination of employment, the Surviving Corporation shall confirm in writing that it shall pay and perform all of the obligations of the Company pursuant to such agreements with any Continued Employeeand arrangements.

Employee Matters. (a) Schedule 6.3(a) sets forth Unless otherwise agreed between Provident and the Continuing Employee (i) as defined below), Provident, as the name Surviving Corporation, shall provide the employees of Lakeland and title of certain Employees employed its Subsidiaries as of the Execution Date Effective Time (the “Specified Continuing Employees”), (ii) during the Employee Obligations that would arise in connection with period commencing at the termination of each such Specified Employee Effective Time and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for ending on the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule first anniversary thereof (the “Employee Severance ScheduleContinuation Period”), for so long as such Continuing Employees are employed with the Surviving Corporation following the Effective Time, with the following: (i) except as set forth in Section 6.7(a) of the Specified Employees to whom Buyer Lakeland Disclosure Schedule, (x) each such Continuing Employee’s annual base salary or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continuewages, as applicable, that is no less than that provided to such Continuing Employee as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31and (y) cash incentive opportunities that are, 2016when aggregated together with such Continuing Employee’s annual base salary or wages, as applicable, substantially comparable in the aggregate to the aggregate base salary or wages, as applicable, and (C) shall offer cash compensation opportunities provided to such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent Continuing Employee as they participated of immediately prior to the Closing; and (ii) (x) all employee statutory entitlements; and (y) all employee benefits (other than severance which will be provided as set forth in the last sentence of this Section 6.7(a)) and other compensation (including long-term incentive compensation opportunities) that are substantially comparable in the aggregate to those provided to similarly situated employees of Provident and its Subsidiaries; provided, unless that, Continuing Employees shall not be eligible to participate in the Provident ESOP; and provided, further, that, with respect to clause (ii), until Buyer determines to amend, modify, terminate, substitute or replace such time as Provident fully integrates the Continuing Employees into its plans, which Buyer participation in the Lakeland Benefit Plans (other than severance) shall be deemed to satisfy the foregoing standards, it being understood that the Continuing Employees may do commence participating in the plans of Provident and its discretionSubsidiaries on different dates following the Effective Time with respect to different plans. Seller During the Continuation Period, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall use its commercially reasonable efforts be provided severance benefits set forth in Section 6.7(a) of the Lakeland Disclosure Schedule, subject to assist Buyer with Buyersuch employee’s execution (or and non-revocation) of a release of claims. Prior to the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeEffective Time, Provident and Lakeland shall cooperate in reviewing, evaluating and analyzing the Provident Benefit Plans and Lakeland Benefit Plans.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) the name and title The parties hereto intend that there shall be continuity of certain Employees employed as employment with respect to all of the Execution Date (employees of the “Specified Employees”)Business. Purchaser shall offer employment, (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to commencing on the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companiesall employees listed on Schedule 9.01(a), subject including those on vacation, leave of absence, disability or layoff, who were employed by the Business immediately prior to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional "Offered Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”"); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified same terms (including salary, fringe benefits, job responsibility and location as Transitional Employees and Non-Continued Employees described on Schedule 6.3(a9.01(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned those provided to such employees by the Continued Employee Sellers immediately prior to Closing. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing through December 31Date shall hereafter be referred to as "Transferred Employees." Prior to, 2016or in connection with, the Closing, Purchaser shall take no action to cause the Sellers or the Business to terminate the employment of any employee of the Business, and (C) neither any Seller nor the Business shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability be under any obligation to terminate any employee at any time and of the Business prior to or on the Closing Date. Purchaser shall be liable for any reason). In additionamounts to which any employee of the Business becomes entitled under any benefit or severance policy, following the Closingplan, agreement, arrangement or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of, or in connection with, the Continued sale of the Business hereunder. Purchaser shall (i) assume any and all liabilities and obligations of Sellers and its affiliates under any employment agreements (the "Employment Agreements") between Sellers or any of their affiliates and any of the Offered Employees, except those liabilities and obligations arising out of any defaults by Sellers under such Employment Agreements and (ii) indemnify Sellers for any and all liabilities and obligations relating to the Employment Agreements, except those liabilities and obligations arising out of any defaults by Sellers under such Employment Agreements. Each Transferred Employees will shall continue to participate in all Company Benefit Plans on of the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such benefit plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or programs and policies under the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeHealth Plan.

Employee Matters. (a) Schedule 6.3(a) sets forth From Closing through May 31, 2024 (i) the name and title of certain Employees “Transition End Date”), the Company agrees to continue to employ each person employed by the Company or a Company Subsidiary as of the Execution Closing Date who is not identified on Schedule 8.4(a)(i) (the “Specified Employees”each identified on Schedule 8.4(a)(i), (iia “Transferred Employee”, and each person excluded from Schedule 8.4(a)(i) who is employed by the Employee Obligations that would arise in connection with Company or a Company Subsidiary as of the termination of each such Specified Employee Closing Date and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employeelisted on Schedule 8.4(a)(ii), a Transitional Employee or a Non-Continued “Company Operational Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices terms and policies conditions of Buyer the Employee Leasing Arrangement, entered into by the Company and its Affiliates Purchaser, dated as of the date hereof (the “Continued EmployeesEmployee Leasing Agreement”). Prior to the Transition End Date, Parent (or a Subsidiary thereof) shall make offers of employment, effective as of the day following the Transition End Date, to all Transferred Employees employed by the Company or a Company Subsidiary as of the Transition End Date. From the day following the Transition End Date through the first anniversary of the Closing Date, Parent shall provide, or shall cause one of its Subsidiaries to provide, to each Transferred Employee who accepts such offer of employment (each, a “Continuing Employee”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following (i) salary (or hourly base wage rate) that is no less favorable than was provided to the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified applicable Continuing Employee as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with BuyerTransition End Date, an Affiliate (ii) severance benefit protections for each Continuing Employee that are no less favorable than, at Parent’s election, (x) the severance benefit protections that such Continuing Employee would be eligible to receive under the Plan in which such Continuing Employee participates as of Buyer the Effective Time or (y) the Companies (A) shall be effective severance benefit protections provided by Parent or shall continueits Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, as of the Closing Datedate of the Transferred Employee’s termination, (Biii) shall provide for a substantially comparable pay rate annual target cash bonus opportunities as earned determined by the Continued Employee immediately prior to Parent Board or management of Parent (as applicable) following the Closing through December 31, 2016Transition End Date, and (Civ) other health and welfare employee benefits that are substantially comparable in the aggregate to, at Parent’s election, (x) the health and welfare benefits such Continuing Employee would be eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time or (y) the health and welfare benefits provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, from time to time. In connection with the Option Closing (as defined in the Option Agreement), Parent will determine in good faith whether any Company Operational Employee shall be offered employment by Parent or one of its Subsidiaries; provided, that Parent shall be under no obligation to make any such offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’sof employment; provided, its Affiliate’showever, the Companies’ ability to terminate any employee at any time and that Parent shall be solely responsible for any reasonseverance or similar termination payments or benefits that may become payable to any Company Operational Employee who does not receive an offer of employment from Parent or one of its Subsidiaries pursuant to this Section 8.4(a). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Seller has provided to Buyer an accurate list of all current employees of Company together with a description of the name terms and title conditions of certain Employees employed their respective employment and their duties as of the Execution Date date of this Agreement. Seller shall promptly notify Buyer of any changes that occur prior to Closing with respect to such information. (b) Buyer may extend offers of employment to all employees of Seller (such employees as accept such offers of employment are hereinafter referred to as the “Specified "Hired Employees”"), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee which offers shall be deemed a Continued Employee for on terms and conditions that Buyer shall determine in its sole discretion. Seller waives any claims against Buyer or any of the purposes of this Section 6.3Hired Employees arising from such employment, including without limitation any claims arising from any employment agreement or non-compete agreement. Subject Seller shall cooperate with, and use its best efforts to applicable Law and all agreements and other assist, Buyer in its efforts to secure satisfactory employment arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Hired Employees to whom Buyer or its Affiliate will provide continuing makes offers of employment. (c) Nothing contained in this Agreement shall confer upon any employee of Company any right with respect to continued employment (whether at by Buyer, an Affiliate nor shall anything herein interfere with the right of Buyer to terminate the employment of any of the Hired Employees at any time, with or without cause or restrict Buyer or in the Companies), subject to exercise of its independent business judgment in modifying any of the employment practices terms and policies conditions of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies Hired Employees. (Ad) Seller shall be effective or shall continue, as applicable, as solely responsible for all of the Closing DateEmployee Plans and all obligations and liabilities thereunder. Buyer shall not assume any of the Employee Plans or any obligation or liability thereunder. Nonetheless, (B) Buyer shall provide accord each Hired Employee full credit for a substantially comparable pay rate as earned the time such Hired Employee was continuously employed by the Continued Employee immediately Seller prior to the Closing through December 31Closing. (e) No provision of this Agreement shall create any third party beneficiary rights in any Hired Employee, 2016any beneficiary or dependent thereof, and (C) shall offer such employee continued employment in his or her current position or a position any collective bargaining representative thereof, with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.respect to

Employee Matters. (a) Schedule 6.3(aAs of the Closing, Purchaser and/or Southeast Texas Cardiology Associates, L.L.P. (SETCA") sets forth shall offer continued employment to each of the current employees of RTPS and the Affiliate in such employee's present position, or in a comparable position with the Raytel Management Business. Every employee of RTPS and the Affiliate is deemed to be an employee "at-will" except for the Physicians described in Section 1.22, and the other physicians employed by Southeast Texas Cardiology Associates, or its successors and assigns. Each such employee (ia "New Purchaser Employee") shall have salary or other compensation arrangements substantially equivalent to those in effect immediately prior to the name and title of certain Employees employed Closing. For a one-year period following the Closing, Purchaser and/or SETCA shall maintain in effect for each New Purchaser Employee a severance policy no less favorable than Xxxxxx's severance policy as currently in effect. (b) Effective as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination close of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to business on the Closing Date, Buyer the New Purchaser Employees shall provide Seller cease to accrue benefits under Xxxxxx's pension and profit-sharing plans. Benefits of such plans, accrued as of such time, shall be payable to such new Purchaser Employees in accordance with a schedule (the “Employee Severance Schedule”) terms of the Specified Employees applicable plan. There shall be no transfer of any assets of any such plan to whom Buyer Purchaser except to the extent a New Purchaser Employee may be permitted, under such plan and applicable laws and regulations, to transfer his or its Affiliate will provide continuing employment her vested account balance to a plan of Purchaser. -16- <PAGE> 18 (whether at Buyer, an Affiliate c) Effective as of the Buyer or close of business on the Companies)Closing Date, the New Purchaser Employees shall cease to be covered on an ongoing basis by Xxxxxx's plans and policies which provide medical and dental coverage, life and accident insurance, disability coverage and vacation and severance pay. The New Purchaser Employees will be eligible to participate in all fringe benefit plans and policies currently offered by Purchaser to its employees, subject to the employment practices terms and policies conditions of Buyer such plans and its Affiliates policies, copies of which have been provided by Purchaser to Raytel. (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”d) From and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); providedClosing, however, in Purchaser shall give each case the number of employees identified as Transitional Employees New Purchase Employee full credit for all vacation time and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, sick leave accrued by such employee as of the Closing Date, Closing. (Be) shall provide for a substantially comparable pay rate Effective as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following of the Closing, the Continued Purchaser shall, for all purposes, credit New Purchaser Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in for their past service with Raytel and/or any of its discretionsubsidiaries. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.6.7

Employee Matters. Beginning after a date mutually agreed by SELLER and the BANK but not later than thirty (a30) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days days prior to the Closing Date, Buyer the BANK shall provide Seller have the right to discuss with a schedule any or all employees of the Branch Offices the possibility of their employment by the BANK after the Closing Date. On or before the Closing Date, SELLER shall notify in writing all employees of the Branch Offices (the “Employee Severance Schedule”"Employees") that the business of the Specified Employees to whom Buyer SELLER has been or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject be transferred to the employment practices BANK and policies of Buyer and its Affiliates (that the “Continued Employees”)BANK may offer to employ, a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period effective on the day following the Closing (Date, such Employees as it at its sole discretion so elects on terms and conditions of employment established by the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a)BANK. The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as As of the Closing Date, (B) all Employees that the BANK elects to hire shall provide for a substantially comparable pay rate as earned be discharged by the Continued Employee immediately SELLER. SELLER shall be solely responsible for its obligations to all discharged Employees, whether or not such discharged Employees are hired by the BANK. Nothing contained herein shall preclude SELLER from permitting an employee who declines employment with the BANK from accepting another position with SELLER provided that SELLER has not encouraged such employee to decline to accept such position with the BANK or to seek another position with the SELLER. SELLER covenants with the BANK that prior to closing, SELLER shall not, without the Closing through December 31BANK's prior consent (i) increase the aggregate full-time equivalent size of the work force at the Branch Offices above the level existing at the date hereof or alter the composition of the work force at the Branch Offices from the composition existing at the date hereof, 2016(ii) encourage any Employee to refuse an offer of employment by the BANK, and (Ciii) shall offer such employee continued enter into any employment contract with any Employee, or (iv) increase the gross annual compensation of any Employee pursuant to any evaluation other than in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate normal course of business. Notice of any employee at any time and increase in compensation for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior Employee shall be given to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeBANK as soon as possible.

Employee Matters. (a) No less than 30 calendar days prior to the expected Closing Date, or such later date as shall be mutually agreed in writing between Buyer and Seller, Buyer shall extend a written offer of employment to those certain Business Employees set forth on Schedule 6.3(a5.08(a). Buyer may update Schedule 5.08(a) sets forth at any time up to 60 calendar days prior to the expected Closing Date, or such later date as shall be mutually agreed in writing between Buyer and Seller, by providing written notice to Seller; provided that, Schedule 5.08(a) may be further amended by Buyer after such time to remove any Business Employee who ceases to be an employee of Seller or a Seller Subsidiary prior to the Closing Date and Buyer may add up to an equal number, or such greater number as to which Seller consents in writing, of additional Business Employees to Schedule 5.08(a) to replace the individuals so removed (i) except for individuals so removed who have become employees or contractors of Buyer or a Buyer Subsidiary, unless otherwise consented to by Seller in writing). Each such written offer of employment shall include compensation and benefits substantially similar and no less favorable in the name and title of certain Employees employed aggregate as provided to such Business Employee by Seller or its Subsidiaries as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days immediately prior to the Closing Date. Unless otherwise agreed to in writing by Buyer and Seller, each such offer shall as a condition to acceptance provide that the Business Employee who accepts an offer of employment from Buyer in accordance with this Section 5.08(a) shall provide resign his or her employment with Seller with a schedule or Seller Affiliate (the “Employee Severance Schedule”as applicable) as of the Specified Employees Closing Date and commence his or her employment with Buyer the following day. With respect to whom Buyer any Business Employee (i) who does not become a Transferred Employee, and (ii) whose employment by Seller or its Affiliate will provide continuing employment Subsidiaries is terminated within 90 calendar days following the Closing Date (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Severed Business Employees”), Buyer shall reimburse Seller for the Severance Costs. After Seller has paid all Severance Costs, Seller shall deliver to Buyer an invoice for such Severance Costs, which invoice shall include (i) the Severance Cost applicable to each Severed Business Employee, (ii) a list certification that such Severance Costs were actually paid to the Severed Business Employees, and (iii) a certification that the employment by Seller or its Subsidiaries of Specified such Severed Business Employees whom Buyer will provide continuing employment during a six month transitional period was actually terminated within 90 calendar days following the Closing (Date. Buyer shall make such payment of Severance Costs to Seller within 30 calendar days of Buyer’s receipt of an invoice that reasonably complies with the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment requirements of the Continued preceding sentence. With respect to each Business Employee other than Transferred Employees with Buyeror Severed Business Employees, an Affiliate of Buyer or the Companies (A) Seller shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016liable for, and (C) Buyer shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’shave no liability for, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeseverance costs.

Employee Matters. (a) Schedule 6.3(aNo later than twenty-seven (27) sets forth days following the date hereof (which period will be extended for any Excluded Member Employee and any Dedicated Employees to the extent that Buyer is not given reasonable access to interview such Business Employees in accordance with this Section 8.3(a)), Buyer shall deliver to Seller a written notice identifying (x) the Excluded Member Employees and (y) the Dedicated Employees whom (1) Buyer desires to be employed by an entity in the Company Group at Closing (the “Included Dedicated Employees”) and (2) Buyer does not desire to be employed by an entity in the Company Group at Closing (the “Excluded Dedicated Employees”). Seller and its Affiliates shall, prior to the Closing, (i) transfer to Leiserv (or such other Person as may be designated by Buyer) the name and title employment of certain all Included Dedicated Employees employed who are not as of the Execution Date (the “Specified Employees”)such date already employed by Leiserv, (ii) maintain or transfer the Employee Obligations that would arise in connection employment of all Excluded Dedicated Employees with the termination or to Seller or an Affiliate of each such Specified Employee Seller (other than a Member), and (iii) Buyer’s anticipated categorization transfer the employment of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Excluded Member Employees to whom Buyer Seller or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of Seller (other than a Member). Following the Buyer or date of this Agreement, Seller shall allow the Companies), subject to the employment practices and policies of Buyer and its Affiliates (reasonable access, during normal business hours and upon reasonable advance notice, to meet with and interview the “Continued Employees”), a list of Specified Dedicated Employees whom and potential Excluded Member Employees to facilitate the determinations by Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”)contemplated in this Section 8.3; provided, however, in each case that such access shall not unduly interfere with the number conduct of employees identified the Business prior to the Closing. All Business Employees who are employed by a Member (including Leiserv) as Transitional of immediately prior to the Closing (but, for the avoidance of doubt, excluding any Excluded Dedicated Employees and Non-Continued Employees on Excluded Member Employees) shall continue in the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Member, Buyer, the Company Group or their Affiliates (determined following the Closing) immediately after the Closing (such employees, the “Transferred Employees”). Each Transferred Employee shall cease to be an employee of Seller or its Affiliate of Buyer or (determined following the Companies (A) shall be effective or shall continueClosing), as applicable, as of the Closing. Seller hereby agrees to waive any condition or restriction that it may have the contractual right to impose on the hiring and employment by Buyer and its Affiliates of any Transferred Employee, effective as of the Closing Date. For the avoidance of doubt, (B) shall provide for no person who would otherwise meet the definition of Transferred Employee but who is receiving long-term disability benefits under a substantially comparable pay rate long-term disability plan of Seller and its Affiliates as earned by the Continued Employee immediately prior to of the Closing through December 31, 2016, Date shall become a Transferred Employee unless agreed to by Buyer and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeSeller.

Employee Matters. (a) Schedule 6.3(aThe Buyer shall take such action as may be necessary so that on and after the Closing, and for one (1) sets forth (i) the name year thereafter, officers and title of certain Employees employed as employees of the Execution Date (Company and its Subsidiaries who remain after the “Specified Employees”)Closing in the employ of the Company or its Subsidiaries are, (ii) as the Employee Obligations that would arise Buyer may determine from time to time, provided employee benefits which, in connection with the termination aggregate, are substantially similar to those made available by the Buyer to officers and employees of each such Specified Employee the Buyer and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employeeits Subsidiaries having similar responsibilities and positions. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the For purposes of this Section 6.3. Subject eligibility to applicable Law participate and all agreements vesting in benefits provided by the Buyer to such officers and other arrangements with employees, the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (that the “Employee Severance Schedule”) officers and employees of the Specified Employees Company and its Subsidiaries will be credited with their years of service with the Company and its Subsidiaries and any predecessors thereof to whom the extent service with the Buyer and its Subsidiaries and any predecessors thereof is taken into account under the plans of the Buyer and its Subsidiaries. The eligibility of any officer or employee of the Company and its Subsidiaries to participate in any welfare benefit plan or program of the Buyer shall not be subject to any exclusions for any pre-existing conditions if such individual has met the participation requirements of similar benefit plans and programs of the Company and its Subsidiaries. The Buyer shall provide that all individuals eligible to participate in any plan or arrangement contemplated above shall be immediately eligible to participate in the similar plan or arrangement maintained by the Buyer or its Affiliate will Subsidiaries (or the same plan or arrangement if still maintained). The Buyer shall provide continuing employment (whether at Buyerthat amounts paid before the Closing by officers and employees of the Company and its Subsidiaries under any health plans of the Company or its Subsidiaries shall, an Affiliate after the Closing, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, provided as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to if such amounts had been paid under such health plans of the ClosingBuyer. Nothing contained in this Section 5.2(a) shall create any rights in any officer or employee or former officer or employee (including any beneficiary or dependent thereof) of the Company, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in any of its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (Subsidiaries or the Companies’ immediately following Closing) entry into Surviving Corporation in respect of continued employment agreements with for any Continued Employeespecified period of any nature or kind whatsoever.

Employee Matters. (a) Schedule 6.3(a) sets forth (i) Subject to the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes remainder of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees5.07(a), not fewer than five Business Days prior to Buyer shall, on the Closing Date, Buyer shall provide Seller with a schedule offer continued at-will employment, to all employees of one or both of the Companies, on the same terms as they are currently employed by the Companies (or as otherwise provided in an Employment Agreement) (the “Employee Severance ScheduleAffected Employees”). Buyer shall, under all employee benefit plans (as such term is defined under Section 3(3) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at BuyerERISA) and all other employee-related agreements, an Affiliate of the Buyer or the Companies)programs, subject to the employment practices plans, arrangements and policies of Buyer and its Affiliates (the “Continued EmployeesBuyer’s Plans”), a list give each of Specified the Affected Employees whom Buyer credit for purposes of eligibility, benefit accrual and vesting for all service with each Company (and credit for service credited by each Company), to the same extent as such service was credited for such purpose by each Company pursuant to each of the Benefit Plans, insofar as permitted under the terms of the applicable plans and applicable Law. The Buyer’s Plans (that are in existence or will be in existence no later than the Closing Date) will provide continuing employment during a six month transitional period following the Closing each Affected Employee (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”his or her beneficiaries and dependents); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of immediately upon the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior with coverage and benefits that are no less generous than those provided to the Closing through December 31, 2016Affected Employees under the Benefit Plans. Buyer shall cause the Buyer’s Plans to (i) waive all limitations as to preexisting conditions and waiting periods with respect to participation and coverage requirements that otherwise may be applicable to the Affected Employees (and their beneficiaries and dependents) under any and all of the Buyer’s Plans that are welfare benefit plans (as such term is defined under Section 3(1) of ERISA), and (Cii) shall offer such employee continued employment in provide each Affected Employee (and his or her current position or a position beneficiaries and dependents) with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and credit for any reason). In additionco-payments, following deductibles or other “out-of-pocket” expenses paid pursuant to each Benefit Plan during the Closing, plan year of such Benefit Plan in which the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeClosing Date occurs.

Employee Matters. (a) Purchaser shall extend to those employees of the Business set forth on Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise an offer of employment in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee position that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject comparable to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee such Employee’s position immediately prior to the Closing through December 31(including level of responsibility, 2016primary location of employment, and authority) on the terms set forth in this Section 6.3 (C“Transfer Offer”) that, if accepted, shall become effective immediately upon the Closing. Employees who accept such Transfer Offers and begin employment with Purchaser in accordance with this Section 6.3(a) shall be referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by Seller or any of its Affiliates that any or all of the Employees will accept the offer of employment from Purchaser or will continue in employment with Purchaser following the Closing. Purchaser shall carry out all actions necessary under applicable Law to effect the transfer of employment to it of each such Transferred Employee who has accepted that offer. Effective as of the Closing, each Transferred Employee shall cease to be an employee continued of Seller and its Affiliates and shall cease to be an active participant in any Seller Plan. Seller intends that for purposes of any Seller Plan providing severance or termination benefits, or any comparable plan, program, policy, agreement or arrangement of Seller or any of its Affiliates, the transactions contemplated by this Agreement shall not constitute a termination of employment of any Transferred Employee prior to or upon the consummation of such transactions. For a period of one (1) year from and after the Closing Date, Purchaser shall provide each Transferred Employee with (i) base compensation/wage rate that is no lower than that provided to such Transferred Employee as of the date hereof; (ii) short-term cash bonus opportunity that is no less favorable than that provided to such Transferred Employee as of the date hereof; and (iii) other employee benefits (other than equity incentive, retention or change in control arrangements) that are substantially comparable in the aggregate to those provided under the Seller Plans as of the date hereof. For purposes of eligibility, determining level of benefits, vacation and paid time off accrual, and vesting (other than vesting of future equity awards) under the benefit plans and programs maintained by Purchaser or any of its Affiliates and providing compensation or benefits to Transferred Employees after the Closing Date (the “Purchaser Plans”), each Transferred Employee shall be credited with his or her current position or a position years of service with materially comparable duties (subject to Buyer’sSeller and its Affiliates before the Closing Date, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior except to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace extent such plans, which Buyer may do credit would result in its discretiona duplication of benefits. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or Without limiting the Companies’ immediately following Closing) entry into employment agreements with generality of any Continued Employee.other provision of this Agreement:

Employee Matters. (a) Schedule 6.3(a) sets Buyer shall determine and provide terms and conditions of employment for each Employee from and after the Closing Date. Notwithstanding anything set forth below or in this Agreement to the contrary: (i) nothing in this Agreement shall create any obligation on the name and title part of certain Employees employed as Buyer or the Company to hire any Employee or continue the employment of any Employee for any definite period following the Execution Date (the “Specified Employees”)Closing, (ii) nothing in this Agreement shall preclude Buyer or the Company from changing or modifying the compensation paid to any Employee Obligations that would arise in connection with or any other terms and conditions relating to the termination employment of each such Specified Employee Employees at any time following the Closing, and (iii) Buyer’s anticipated categorization nothing in this Agreement shall preclude Buyer or the Company from altering, amending, or terminating any Buyer Plan, or the participation of any of its employees in such Specified Employee as a Continued Employeeplans, a Transitional Employee or a Non-Continued Employeeat any time following the Closing. Each Notwithstanding anything contained herein to the contrary, Seller shall retain any liability under any Company Employment Agreement unless Buyer elects, at the Closing, to hire an Employee that is subject to an Employment Agreement. If Buyer elects not a Specified to hire an Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject that is subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to an Employment Agreement at the Closing Dateand notwithstanding Section 6.16(a) hereof, Seller shall have the right to hire such Employee; provided however, that if Buyer elects to hire an Employee subject to an Employment Agreement at any time before the expiration of nine (9) months from the Closing, Buyer shall provide reimburse Seller with a schedule (the “for any amounts paid to such Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject as termination fees pursuant to the employment practices and policies terms of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeEmployment Agreement.

Employee Matters. (a) Buyer shall, or Buyer shall cause one of its Affiliates to, extend offers of employment to Seller’s employees set forth on Schedule 6.3(a7.2(a) sets (the “Target Employees”) (and such offers to Target Employees, the “Transfer Offers”) that, if accepted, shall become effective on the Closing Date. Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to accept the Transfer Offers. The Transfer Offers shall set forth (i) the name proposed terms of employment for the Target Employees, including salary, incentive compensation opportunities and title of certain Employees employed benefits, with base salary no less than to what is paid to such Target Employee by Seller as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection date hereof and incentive compensation opportunity which shall be at least commensurate with the termination terms of each such Specified Employee and (iii) employment of a similarly situated employee currently employed by Buyer’s anticipated categorization of such Specified Employee as . Employment pursuant to a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee Transfer Offer shall be deemed a Continued contingent, among other requirements stated in the Transfer Offer, upon such Target Employee for remaining continuously employed by Seller until the purposes end of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days day prior to the Closing Date, Buyer shall provide Seller Closing. Target Employees who commence employment with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) pursuant to a Transfer Offer shall be effective referred to herein as “Transferred Employees.” Nothing in this Section 7.2 or elsewhere in this Agreement shall continuebe construed to create a right in any Target Employee, as applicableor in any other employee of Seller, as to employment with Buyer or any Affiliate of the Closing DateBuyer. All compensation, including base salary or wages, unused Accrued PTO (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior except to the Closing through December 31extent assumed by Buyer or its Affiliates), 2016commissions, bonuses and (C) shall offer such employee continued employment in his benefits payable by Seller to or her current position on behalf of each Transferred Employee for services performed on or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless shall be vested and until Buyer determines to amendpaid or otherwise discharged in full by Seller. Effective as of the Closing, modify, terminate, substitute or replace such plans, which Buyer may do the Transferred Employees shall cease all active participation in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or and accrual of benefits under the Companies’ immediately following Closing) entry into employment agreements with any Continued EmployeeEmployee Plans.

Employee Matters. All employees engaged in Operations (a) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Project Employees”), (ii) whether full or part time, may, in the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) discretion of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at BuyerManager, be employees of General Moly, the Manager, an Affiliate of the Buyer Manager and/or the Company; provided, that the Manager shall use commercially reasonable best efforts to cause wages paid with respect to Operations to Project Employees (other than Project Employees with a title of General Manager or above) to be treated as “W-2 wages” of the Company for purposes of Section 199 of the Code and the related Treasury Regulations (including establishing reporting relationships, policies and procedures and making reasonable amendments to benefit plans) to the extent the Manager can do so without causing General Moly, the Manager, any Affiliate of the Manager or the Companies)Company to incur significant additional administrative, subject operational or other costs or liabilities, unless POS-Minerals agrees to make a capital contribution to the Company to fund the additional administrative, operational or other costs or liabilities incurred by reason of such action. A majority of the Project Employees shall devote all of their time to the Project. The Manager shall establish all guidelines pertaining to the employment practices of the Project Employees, including guidelines pertaining to the term of office or employment, resignation, removal and policies compensation of Buyer and its Affiliates (the “Continued such Project Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); provided, howeverthat, unless otherwise approved by the Representatives of the other Member, the salaries and wages of the Project Employees included in Employee Costs shall be reasonably customary for the industry, taking into account the duties to be performed by the Project Employee, the seniority of the Project Employee, and the location where Operations are to be performed by such Project Employee. The Manager shall recruit, select, employ, promote, terminate, supervise, direct, train and assign the duties of all Project Employees, and may change or replace any such Project Employee at any time, in each case in the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment sole discretion of the Continued Employees with BuyerManager. EXHIBIT B TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.LLC; ACCOUNTING PROCEDURE – Page 1

Employee Matters. (a) Schedule 6.3(aFirst Banks shall provide the benefits described in this Section 5.04 with respect to each person who remains an employee of Coast or a Coast Subsidiary following the Closing Date (each a “Continued Employee”). Subject to First Banks’ ongoing right to adopt subsequent amendments or modifications of any plan referred to in this Section 5.04 or to terminate any such plan, in First Banks’ sole discretion, each Continued Employee shall be entitled, as a new employee of a subsidiary of First Banks, to participate in such employee benefit plans, as defined in Section 3(3) sets forth (i) the name and title of certain Employees employed ERISA, or any non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs as may be in effect generally for employees of the Execution Date all of First Banks’ subsidiaries (the “Specified EmployeesFirst Banks Plans”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee if and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed eligible and, if required, selected for participation therein under the terms thereof and otherwise shall not be participating in a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days prior to the Closing Date, Buyer shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period similar plan which is maintained by Coast after the Closing (the “Non-Continued Employees”); provided, however, in each case the number of Effective Time. Coast employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31, 2016, and (C) shall offer such employee continued employment in his or her current position or a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans therein on the same basis and the same extent as they participated prior similarly situated employees of other subsidiaries of First Banks. All such participation shall be subject to the Closingterms of such plans as may be in effect from time to time, unless and until Buyer determines this Section 5.04 shall not give Continued Employees any rights or privileges superior to amendthose of other employees of subsidiaries of First Banks. First Banks may terminate or modify all Employee Plans, modifyand First Banks’ obligation under this Section 5.04 shall not be deemed or construed so as to provide duplication of similar benefits but, terminatesubject to that qualification, substitute First Banks shall credit each Continued Employee with his or replace such plansher term of service with Coast, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any First Banks Plan in which Buyer Continued Employees may do participate. Nothing in its discretion. Seller this Agreement shall use its commercially reasonable efforts obligate First Banks, Coast or any other entity to assist Buyer with Buyer’s (employ any person or the Companies’ immediately following Closing) entry into employment agreements with to continue to employ any Continued Employeeperson for any period of time.

Employee Matters. As soon as reasonably practicable and in any event not later than twenty (a20) Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not fewer than five Business Days days prior to the Closing Date, Buyer the Transferee shall provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees identity those employees it desires to whom Buyer or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and a list of Specified Employees whom Buyer will not provide continuing employment for the period hire after the Closing Date (the “Non-Continued "REHIRED EMPLOYEES") and shall extend offers of employment to each of the Rehired Employees”); provided, howeverwhich offers shall be on terms and conditions which Transferee shall determine in its sole discretion. Immediately prior to the Closing, each of the TCR Parties shall terminate the employment of each employee, if any, designated by the Transferee as Rehired Employees pursuant to this Article 18 and shall cooperate ---------- with and use its best efforts to assist Transferee in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule its efforts to secure satisfactory employment arrangements with those Rehired Employees. The Transferee shall not materially differ from assume any of the number TCR Parties' or their affiliates' employee benefit plans or any obligation or liability thereunder. Nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to continuance of employees identified as Transitional employment by the Transferee, nor shall anything herein interfere with the right of the Transferee to terminate the employment of any of the Rehired Employees at any time, with or without cause, or restrict the Transferee in the exercise of its independent business judgment in modifying any of the terms and Non-Continued Employees on Schedule 6.3(a). The conditions of the employment of the Continued Employees Rehired Employees. No provision of this Agreement shall create any third party beneficiary rights in any Rehired Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with Buyerrespect to the compensation, an Affiliate terms and conditions of Buyer employment and benefits that may be provided to any Rehired Employee by the Transferee or under any benefit plan which the Companies (A) shall be effective or shall continueTransferee may maintain. For a period of two years following the Closing, as applicable, as none of the Closing DateTCR Parties nor any of their affiliates shall, (B) shall provide for a substantially comparable pay rate as earned by directly or indirectly, hire or offer employment to, or seek to hire or offer employment to any Rehired Employee who is listed on Schedule 18 or any other Rehired Employee who exercised significant ----------- responsibility relating to the Continued Employee construction, development, marketing or management of residential properties on behalf of the TCR Parties immediately prior to the Closing through December 31, 2016, and whose name is added to Schedule 18 by the Transferee no ----------- less than five (C5) shall offer such employee continued employment in his or her current position or Business Days prior to Closing. For a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). In addition, period of one year following the Closing, none of the Continued TCR Parties nor any of their affiliates shall, directly or indirectly, hire or offer employment to any other employee of the Transferee (the "OTHER EMPLOYEES") except for incidental contacts of Other Employees will continue not made as part of a plan or attempt to participate in all Company Benefit Plans on hire three or more Other Employees, or any successor or affiliate of the same basis and the same extent as they participated prior to the ClosingTransferee, unless and until Buyer determines in either case the Transferee first terminates the employment of such employee or gives its written consent to amend, modify, terminate, substitute such employment or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employeeoffer of employment.

Employee Matters. (a) Purchaser will have reasonable access to the facilities of the Company for the purpose of conducting employment interviews with the individuals designated as the “Business Employees” and “Retained Employee” on Section 5.6(a) of the Seller Disclosure Schedule 6.3(a) sets forth and will conduct the interviews as expeditiously as possible prior to Closing. Purchaser shall make offers of employment with Purchaser or one of its Affiliates, contingent on the Closing, to the Business Employees, in its sole discretion. Purchaser shall inform Seller of the identities of those Business Employees to whom Purchaser will not make an offer of employment. Unless and until Purchaser has informed Seller in writing that a particular Business Employee will not receive any employment offer from Purchaser, neither Seller nor any of its Affiliates shall (i) terminate the name and title employment of certain Employees employed as of the Execution Date (the “Specified Employees”)any Business Employee except for cause, (ii) encourage or facilitate the Employee Obligations that would arise in connection with the voluntary termination of each such Specified employment by any Business Employee and or (iii) Buyersolicit, encourage or facilitate the continued employment of any Business Employee in a manner that could have the effect of discouraging such Business Employee from accepting employment by Purchaser. In the event that the Retained Employee’s anticipated categorization of or a Business Employee’s employment is terminated by such Specified Employee as a Continued Employee, a Transitional Retained Employee or Business Employee or Seller or any of its Affiliates prior to Closing, then Seller shall, or shall cause its Affiliates to, enforce the covenants set forth in any employment agreement or similar agreement to which such terminated Retained Employee or Business Employee is a Non-Continued Employeeparty to as of the date hereof. Each such Business Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of this Section 6.3. Subject to applicable Law and all agreements and other arrangements who (w) accepts Purchaser’s offer, (x) voluntarily terminates his or her employment with the Specified EmployeesSeller, not fewer than five Business Days prior to the Company or the applicable Affiliate thereof that employs him or her, if requested by Purchaser, (y) executes and delivers either a confidentiality and non-solicitation agreement or an employment agreement, in either case, if required by Purchaser, and (z) actually performs services for Purchaser or one of its Affiliates on the first business day following the Closing Date, Buyer shall provide be deemed to be a “Hired Business Employee.” Seller shall be responsible for all employment-related obligations with a schedule (the “Employee Severance Schedule”) respect to all employees of the Specified Employees to whom Buyer Seller or its Affiliate will provide continuing employment (whether at Buyer, an Affiliate any of the Buyer or the Companies), subject to the employment practices and policies of Buyer and its Affiliates (other than the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) Retained Employee and a list of Specified Employees whom Buyer will not provide continuing employment for the period after the Closing (the “Non-Continued Employees”); Hired Business Employee, provided, however, in each case the number of employees identified as Transitional Employees and NonSeller shall remain responsible for all employment-Continued Employees on the related obligations to a Hired Business Employee Severance Schedule shall not materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee immediately prior to the Closing through December 31extent such obligations arise with respect to a termination of such Hired Business Employee of employment with Seller or any of its Affiliates. For the avoidance of doubt, 2016under no circumstances shall any employee of Seller or any of its Affiliates (other than the Retained Employee and a Hired Business Employee) be considered an employee of Purchaser for any purpose, and Purchaser shall have no Liability whatsoever with respect to any employees of Seller or any of its Affiliates (C) shall offer such employee continued employment in his or her current position or other than the Retained Employee and a position with materially comparable duties (subject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reasonHired Business Employee). In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the same basis and the same extent as they participated prior to the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee.