Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not Buyer shall extend offers of employment to the Property Employees whom it desires to hire; provided, that Buyer shall be required to make offers to 90% of the Property Employees as of the Closing. Buyer shall provide the Partnership with a list of the Property Employees to whom it desires to make offers of employment not less than thirty (30) Business Days days prior to the Closing. All Property Employees who accept Buyer’s offer of employment shall commence employment with the Partnership immediately prior to the Closing and are hereinafter referred to as the “Transferred Employees.” (b) Immediately prior to the Closing, Sellers shall, or shall cause ▇▇▇▇▇▇’▇ Shreveport Management Company, LLC, a Nevada limited liability company (“Management Company”), to transfer the employment of the Transferred Employees to the Partnership and terminate the employment of the Property Employees, other than the Transferred Employees, and shall cooperate with and use its reasonable efforts to assist Buyer in its efforts to secure satisfactory employment arrangements with the Transferred Employees. (c) Buyer shall provide the Transferred Employees with base compensation, bonus opportunity and annual and long-term incentive compensation that are in the aggregate, on an employee by employee basis, substantially similar to those provided to similarly situated employees of a Subsidiary of Buyer Parent. (d) Buyer shall, pursuant to plans and arrangements established or maintained by Buyer (the “Buyer Benefit Plans”), provide the Transferred Employees with pension, health and welfare benefits which are substantially similar to those provided to similarly situated employees of a Subsidiary of Buyer Parent. With respect to each Buyer Benefit Plan in which the Transferred Employees participate, for purposes of determining eligibility, vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Partnership, the Management Company and their Affiliates (or predecessor employers to the extent the Partnership, the Management Company and their Affiliates provide past service credit) shall be treated as service with Buyer. (e) Effective immediately after the Closing, Buyer shall cause the Transferred Employees to be covered by one or more medical benefit plans (“Buyer’s Medical Plans”) which shall provide benefits to the Transferred Employees and their dependents which in the aggregate are substantially similar to the benefits provided to similarly situated employees of a Subsidiary of Buyer Parent. Buyer’s Medical Plans shall not contain any “pre-existing conditions” exclusions or limitations or “actively at work” requirements which would cause any of the Transferred Employees or their dependents to be excluded from Buyer’s Medical Plans immediately after the Closing. Buyer shall give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar plans maintained by the Partnership for their benefit immediately prior to the Closing Date, Buyer may offer employment, commencing . (f) Effective as of the Closing Date, to such individuals identified on Buyer shall establish or designate a defined contribution retirement plan which is qualified or eligible for qualification under Section 5.6(a401(a) of the Seller Disclosure Letter Code (the “Schedule 5.6(aBuyer’s 401(k) EmployeesPlan”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior which is substantially similar to the Closing Date▇▇▇▇▇▇’▇ 401(k) Plan. Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, Buyer shall notify Seller each Transferred Employee who satisfies the eligibility requirements of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After 401(k) Plan shall become eligible to participate in Buyer’s 401(k) Plan on the date hereof he or she becomes an employee of Buyer and prior to the Closing Date, Seller shall provide Buyer be credited with access, during reasonable business hours eligibility service and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations vesting service for all periods of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together service with the continuing employees of Partnership, the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation Management Company or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of other entity if so credited with such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations service under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.▇▇▇▇▇▇’▇ 401(k)

Employee Matters. (a) Not less than thirty (30) Business Days Immediately prior to the Closing DateSecond Closing, Seller shall (i) cause the Retained Employees to be employed by Seller or an Affiliate of Seller other than any Acquired Company or Subsidiary of an Acquired Company and (ii) cause the Acquired Companies or their Subsidiaries to, terminate or assign and transfer to an Affiliate of Seller other than any Acquired Company or Subsidiary of an Acquired Company each Acquired Company Benefit Plan and all assets thereof, other than any Acquired Company Benefit Plan listed on Section 6.5(a) of the Seller Disclosure Letter (each such listed plan an “Assumed Benefit Plan”). (b) On or following the First Closing, Buyer may shall, or shall cause one if its Affiliates to, make an offer employment, commencing as of employment to each of the Closing Date, to such individuals identified on employees listed in Section 5.6(a6.5(b) of the Seller Disclosure Letter (the “Schedule 5.6(a) Designated Employees”) as it may determine in its discretion. Buyer ), which employment, with respect to each Designated Employee, shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty be effective upon such Designated Employee’s acceptance of such offer (20) Business Days or another date prior to the Second Closing Date, as designated by Buyer). Seller shall reasonably cooperate with Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s and any such Designated Employee that accepts such offer of employmentemployment with regard to the termination of such Designated Employee’s employment with an Acquired Company or any Subsidiary of an Acquired Company. After In the date hereof and event that this Agreement terminates prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each consummation of the Schedule 5.6 Second Closing, (ai) Employees who commences any such offers of employment that have not been accepted by a Designated Employee, or under which a Designated Employee has not yet commenced employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material SubsidiariesBuyer, shall be referred to herein as “Transferred Employees,” revoked and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated byrescinded, and received severance compensation fromupon such revocation and rescission, such offers shall have no further force or effect; and (ii) Buyer shall cause the employment of any Designated Employee hired and employed by Buyer or one of its Affiliates to be terminated effective upon the termination of this Agreement, and Seller unless and until Buyer reimburses Seller for a reasonable portion shall cause the Acquired Company or Subsidiary of an Acquired Company that previously employed such severance compensationDesignated Employee to offer employment to such Designated Employee upon the same terms as applied to such Designated Employee prior to the First Closing. (c) Following From and after the Closing for Second Closing, any individual who remains employed with an Acquired Company or any Subsidiary of an Acquired Company as of the Second Closing, and from and after the date a period Designated Employee begins employment with Buyer or one of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(awith respect to those Designated Employees to whom an offer was made in accordance with Section 6.5(b) Employee and accepted (such employees collectively, the “Business Employees”) will participate and be covered or (ii) of Energy or its Affiliates without be offered participation and coverage, as applicable, under the applicable Buyer Benefit Plans; provided, that continued participation and coverage following the Second Closing under any Assumed Benefit Plan as in effect immediately prior written consent of Seller, which may not to the Second Closing shall be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller deemed to retain such employee for a reasonable time and purposesatisfy the obligations under this sentence. (d) BuyerBuyer shall cause each Buyer Benefit Plan in which Business Employees are eligible to participate to take into account for purposes of eligibility, Generation vesting and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations benefit accruals under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions Buyer Benefit Plans (other than benefit accruals under any of Buyer, Generation ’s tax-qualified and non-qualified defined benefit pension plans) the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach service of such responsibility Business Employees with the Acquired Companies and Buyer’s indemnification their Subsidiaries (and any predecessor entities) to the same extent as such service was credited for such purpose by the Acquired Companies and their Subsidiaries under a comparable Acquired Company Benefit Plan; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of Seller in this regard specifically includes any Claim by benefits with respect to the same period of service or with respect to newly implemented plans for which prior service is not taken into account or with respect to plans for which participation, service and/or benefit accrual is frozen. Nothing herein shall limit the ability of Buyer to amend or terminate any of the Transferred Employees for back pay, front pay, benefits Assumed Benefit Plans or compensatory or punitive damages, Buyer Benefit Plans in accordance with their terms at any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimstime. (e) At and following the Second Closing, Buyer will honor the accrued and vested obligations of the Acquired Companies and their Subsidiaries as of the Second Closing under the provisions of the Assumed Benefit Plans, provided, that this provision shall not prevent Buyer from amending, suspending or terminating any such plans or agreements to the extent permitted by the respective terms of such plans or agreements. Nothing contained in this Agreement shall constitute or be deemed to be an amendment to any Acquired Company Benefit Plan (including any Assumed Benefit Plan), Buyer Benefit Plan or any other compensation or benefit plan, program or arrangement of Buyer, Seller, the Acquired Companies and their respective Subsidiaries. (f) If Business Employees become eligible to participate in a medical, dental or other health care insurance plan of Buyer, Buyer shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of Buyer, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Second Closing for the year in which the Second Closing or participation in such medical, dental or other health care insurance plan of Buyer, as applicable, occurs, in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous medical, dental or other health care insurance plan of Seller, the Acquired Companies and their respective Subsidiaries prior to the Second Closing for the year in which the Second Closing or participation in such medical, dental or health care insurance plan of Buyer, as applicable, occurs. (g) To the extent any employee of an Acquired Company or a Subsidiary of an Acquired Company (including any Designated Employee), other than a Retained Employee, does not become a Business Employee, Buyer shall be solely responsible for, and Seller shall cooperate have no responsibility, liability or obligation for, any and all cash severance amounts payable to such employees in connection with their termination of employment from an Acquired Company or Affiliate of an Acquired Company, as reasonably necessary applicable, other than amounts payable with respect to implement the provisions termination or accelerated vesting of any equity-related rights (i.e., restricted stock) held by such employees as of the date of termination. (h) Without limiting the generality of Section 10.9, this Section 6.5 shall be binding upon and inure solely to the benefit of each party to this Agreement, and nothing in this Section 6.5, express or implied, is intended to confer upon any other Person, including any current or former director, officer or employee the Acquired Companies and their respective Subsidiaries, any rights or remedies of any nature whatsoever under or by reason of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.66.5.

Employee Matters. (a) Not Edge has heretofore furnished to Parent a listing of all current employees of Edge and its subsidiaries, including each employee’s (i) name, (ii) title, position or job description, (iii) current salary or hourly rate, (iv) the location where such employee generally performs services for Edge or an Edge subsidiary, and (v) the date such employee was employed by Edge or an Edge subsidiary (collectively, the “Eligible Employees”). Parent shall have the right to contact the Eligible Employees to discuss their continued employment following the Closing and Parent’s employee policies and procedures, which include pre-employment drug testing. As soon as reasonably practicable following the execution of this Agreement, but in no event less than thirty ten (3010) Business Days business days prior to the Closing, Parent shall notify Edge of each Eligible Employee whose employment with the Surviving Entity (or with Parent or a Parent subsidiary) will be continued beyond the Closing (each a “Continuing Employee”). Although Continuing Employees will be employed on an at-will basis, for a period of at least one year beginning on the Closing Date, Buyer may offer employment, commencing Parent shall cause each Continuing Employee: (i) to continue in the employ of Surviving Entity or by Parent or a Parent subsidiary in substantially the same position with similar job responsibilities as of the Closing Date, such employee’s current position with Edge or an Edge subsidiary (subject to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine employee’s desire to continue in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions such position during such period and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior subject to the Closing Date, Buyer shall notify Seller satisfactory performance by such employee of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable noticehis/her assigned duties, to the Schedule 5.6 same extent required of Parent’s and Parent’s subsidiaries’ similarly situated employees); (aii) Employeesto receive salary of not less than such Continuing Employee’s current salary from Edge or an Edge subsidiary; and (iii) to receive the same benefits (including annual bonuses) on substantially the same basis as that provided by Parent and Parent’s subsidiaries to its similarly situated employees; provided, that this sentence shall not affect any severance agreement between Edge or an Edge subsidiary and Buyer agrees that it an employee of Edge or such subsidiary. This Section 5.9 shall use its best efforts not be construed to conduct its hiring processlimit the ability of Parent and the Surviving Entity to terminate any such at-will employees at any time and Parent and the Surviving Entity shall have no obligations to continue employing such Continuing Employees for any length of time thereafter except as required by law or pursuant to any agreements, during reasonable business hours and upon reasonable noticeincluding severance agreements, in a manner that causes minimum disruption to the operations of Seller. Each disclosed on Section 2.11 of the Edge Schedule 5.6 or in the Edge SEC Reports (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) collectively, the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired EmployeeEmployment Agreements”).” (b) Following Edge and its subsidiaries shall terminate all Eligible Employees who are not Continuing Employees immediately preceding the Closing for a period of one Effective Time (1) yearcollectively, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated bythe “Terminated Employees”), and received severance compensation fromshall cause all amounts due and owning to Terminated Employees to be paid to Terminated Employees effective as of the time of termination. For purposes of their entitlement to termination payments or benefits, Seller unless Terminated Employees will be treated as if they were involuntarily terminated immediately following a “Change of Control” as that term is defined in the applicable Employment Agreements. Edge shall take any and until Buyer reimburses Seller for a reasonable portion all actions necessary, including the amendment of such severance compensationany Employment Agreements of Terminated Employees, to permit the termination payments contemplated by this Section 5.9(b). (c) Following Parent shall cause the Closing for Surviving Entity to perform, as of the Effective Time, each severance agreement between Edge or an Edge subsidiary and an employee of Edge or such subsidiary that becomes a Continuing Employee, and Parent and the Surviving Entity agree that the Continuing Employee may enforce such agreement against either Parent or the Surviving Entity as of the Effective Time. Parent shall deem, and shall cause the Surviving Entity to deem, the period of one employment with Edge and its subsidiaries (1and with predecessor employers with respect to which Edge and its subsidiaries shall have granted service credit) yearto have been employment and service with Parent and the Surviving Entity for benefit plan eligibility and vesting purposes for all of Parent’s and the Surviving Entity’s employee benefit plans, none of Buyerprograms, Generation policies or their Affiliates shall directly arrangements to the extent service with Parent or indirectly solicit the employment Surviving Entity is recognized under any such plan, program, policy or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposearrangement. (d) BuyerFor purposes of any Parent Employee Benefit Plan covering any Continuing Employee, Generation and to the Subsidiaries of Generation extent applicable, there shall be responsible waived, and Parent or the Surviving Entity shall use its reasonable best efforts to cause the relevant insurance carriers and other third parties to waive, all restrictions and limitations for all Liabilities any medical condition existing as of the Effective Time of any of such employees and obligations their eligible dependents for the purpose of any such plans other than restrictions and limitations that are already in effect with respect to such individuals and that have not been satisfied as of the Effective Time under any similar welfare benefit plan maintained by Edge and its subsidiaries immediately prior to the Effective Time, but only to the extent that such condition would be covered by the relevant Edge Employee Benefit Plan if it were not a pre-existing condition and only to the extent of comparable coverage in effect immediately prior to the Effective Time. With respect to any Parent Employee Benefit Plan, Parent or Surviving Entity shall credit each Continuing Employee for any deductibles already incurred during the year in which the Effective Time occurs under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsrelevant Edge Employee Benefit Plan. (e) Buyer On or before March 15, 2009, Parent shall pay to each Continuing Employee who on such date is employed by Parent or its subsidiaries and Seller shall cooperate as reasonably necessary who was a full-time employee of and provided services to implement Edge or one of its subsidiaries in 2008, an amount equal to any annual incentive bonus award that Parent determines, in accordance with the provisions terms of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6a 2008 Annual Incentive Bonus Award Program.

Employee Matters. The following provisions shall be for the exclusive benefit of the parties to this Agreement and not for the benefit of any other person or entity: (ai) Not less than thirty Effective as of the applicable Effective Time, (30but subject to rescission if the applicable Closing does not occur), with respect to each Station, except with respect to employees retained by Seller under any applicable TBA ("Retained Employees"), Buyer (A) Business Days prior shall assume the Assumed Contracts listed on Schedule 3.12 and (B) may, in its sole discretion, but shall not be obligated to, offer employment to the any of Seller's other employees with respect to such Station and (ii) (1) effective as of any applicable Closing Date, Buyer (A) shall assume any Retained Employee's Assumed Contracts listed on Schedule 3.12 that are not assumed at the Effective Time and (B) may, in its sole discretion, but shall not be obligated to, offer employment to any of the other Retained Employees (collectively, those employees to whom Buyer elects to offer employment and who are employed pursuant to Assumed Contracts, the "Assumed Employees"). Except as otherwise provided in any Assumed Contract, Buyer may offer employment, commencing as of employment to the Closing Date, to such individuals identified Assumed Employees on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine any terms and conditions that are determined by Buyer in its sole discretion, including with respect to the provision of retirement and health care benefits. Buyer shall take all steps necessary to ensure that its hiring decisions assume the contracts of employment of the Assumed Employees and practices notwithstanding anything in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior the foregoing to the Closing Datecontrary, to the extent such employment contracts assumed hereunder provide for terms and conditions in addition to those referenced in the preceding sentence, Buyer shall notify Seller of assume the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeeterms thereof.” (b) Following To the Closing extent the Purchase Price is reduced pursuant to Section 2.5 in respect thereof, Buyer shall grant Assumed Employees credit for a period and shall assume and be responsible for any liabilities with respect to sick leave and personal days accrued but unused by any Assumed Employees as of one (1) yearthe applicable Effective Time, none of Buyerand, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion to the extent of such severance compensationPurchase Price reduction, shall grant Assumed Employees credit for and shall assume and be responsible for any liabilities with respect to any accrued but unused vacation for such employees as of such Effective Time. No such credit shall exceed the number of sick, personal and vacation days listed on Schedule 3.12. (c) Following Buyer agrees that Seller may inform its employees that Buyer has agreed that the Closing for a period of one (1) yearAssumed Employees will be offered employment as provided in this Section 6.7; provided, none of Buyerhowever, Generation or their Affiliates that Buyer shall directly or indirectly solicit have the employment or services of, or hire right to approve any written statement to be made by Seller in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeconnection therewith. (d) Buyer, Generation and Seller shall comply with the Subsidiaries provisions of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining and Notification Act (the "WARN Act") and similar foreignlaws and regulations, state if applicable, and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless shall be solely responsible for any breach and all liabilities, penalties, fines, or other sanctions that may be assessed or otherwise due under such applicable laws and regulations on account of such responsibility and Buyer’s indemnification the dismissal or termination of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) employees of any of the Stations by Seller prior to the applicable Effective Time or Closing Date, as the case may be. Buyer shall employ at least that proportion of the employees of each Station as shall be necessary to prevent a "mass layoff" or a "plant closing or mass layoff occurring after closing" as such terms are defined in the Closing Date WARN Act and Buyer shall comply with all applicable laws and regulations applicable in connection with Buyer's exercise of discretion in offering employment to employees of Seller’s costs, including reasonable attorney’s feesincluding, in defending any such Claimswithout limitation, those relating to employment discrimination. (e) Buyer and With respect to any Assumed Employees, within a reasonable period of time after the related Effective Time or within a reasonable period of time after the related Closing Date, as the case may be, Seller shall cooperate transfer from the Paxs▇▇ ▇▇▇munications 401(k) Profit Sharing Plan (the "Seller 401(k) Plan") to the 401(k) Plan maintained by the Guarantor or its Affiliates for the benefit of the employees of the Buyer ("Buyer's 401(k) Plan") an amount, in cash, equal to the aggregate account balances held in the Seller 401(k) Plan as reasonably necessary of the date of transfer with respect to implement all Assumed Employees hired by the provisions Buyer as of this Section 5.6 and agree to provide each other with such records and information Effective Time or such Closing Date, as the case may be necessary and appropriate to carry out their respective obligations be; provided, however, that Buyer shall have no obligation under this Section 5.66.7(e) if Buyer reasonably believes such transfer shall cause Buyer's 401(k) Plan to not be qualified under the Code. Prior to the date of any such transfer, and as preconditions thereto: (i) Buyer shall use commercially reasonable efforts to deliver to Seller a copy of the most recently issued Internal Revenue Service ("IRS") determination letter (or other proof reasonably satisfactory to counsel for Seller) that Buyer's 401(k) Plan is qualified under the Code, and (ii) Seller shall use commercially reasonable efforts to deliver to Buyer a copy of the most recently issued IRS determination letter (or other proof reasonably satisfactory to counsel for the Buyer) that the Seller 401(k) Plan is qualified under the Code. Seller and Buyer agree to cooperate with respect to any government filing, including, but not limited to, the filing of IRS Forms 5310-A, if necessary, to effect the transfer of assets contemplated by this Section 6.7(e).

Employee Matters. (a) Not less than thirty The Parent agrees to provide any required notice under WARN and any other applicable Law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (30as defined in WARN) Business Days prior or any similar triggering event under any other applicable Law occurring on or after the Closing or arising as a result of the transactions contemplated hereby. In addition, except as provided in the definition of Company Transaction Fees, the Parent further agrees to be solely responsible for all terminations and severance benefits, costs, charges and liabilities of any nature incurred with respect to any employee of the Surviving Company (“Company Employee”) arising after the Closing, including, without limitation, any claims arising out of or relating to any Company Plan or any plant closing, mass layoff, termination or similar event under applicable Law occurring after the Closing. (b) Prior to the Closing Date, Buyer may offer employment, commencing Holdings shall submit to a stockholder vote the right of any “disqualified individual” (as of the Closing Date, to such individuals identified on defined in Section 5.6(a280G(c) of the Seller Disclosure Letter Code) to receive any and all payments (or other benefits) contingent on the “Schedule 5.6(aconsummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) Employees”of the Code) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller extent necessary so that no payment received by such “disqualified individual” would be an “excess parachute payment” under Section 280G(b) of the Schedule 5.6 Code (adetermined without regard to Section 280G(b)(4) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable noticeCode), in a manner that causes minimum disruption satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. Such vote shall establish the “disqualified individual’s” right to the operations payment or other compensation. In addition, before the vote is submitted to stockholders, Holdings shall provide adequate disclosure to the stockholders of Seller. Each Holdings of all material facts concerning all payments that, but for such vote, could be deemed “excess parachute payments” to a “disqualified individual” under Section 280G of the Schedule 5.6 (aCode in a manner that satisfies Section 280G(b)(5)(B)(ii) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, Code and regulations promulgated thereunder. The Parent shall have the right to review and comment on all documents to be referred delivered to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who Holdings’ stockholders in connection with such vote but the Company shall have the right to reject such comments if in the opinion of its outside counsel such disclosure is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement comply with the provisions disclosure requirements of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.68.10(b).

Employee Matters. (a) Not less Sellers have terminated the employment of all Employees of the Business located at the Plants and the Depots, other than thirty (30) any such Employees necessary for purposes of providing the cleaning and other Plant closing activities at such Plants provided for in Section 8.13. Sellers shall terminate the employment of such other Employees of the Business Days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretionClosing. Buyer shall take all steps necessary to ensure that its hiring decisions Sellers will retain and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be solely responsible for all Liabilities and obligations that relate to any Employee’s employment with any Seller Entity and, if applicable, their termination of employment from any Seller Entity, including all such Liability arising under the Worker Adjustment WARN Act, any CBAs, the Employee Benefit Plans or the Multiemployer Plans or otherwise and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting including any such Liabilities to Employees arising from the effect of, or in any way related to, the sale of the Purchased Assets on Employees. Without limiting the generality of the foregoing, Purchaser will have no Liability whatsoever under the WARN Act based on actions of Buyertaken at or before the Closing, Generation and any CBA, the Subsidiaries of Generation after Employee Benefit Plans or the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless Multiemployer Plans (including for any breach of such responsibility and Buyer’s indemnification of Seller unpaid contributions or withdrawal Liability in this regard specifically includes any Claim by connection with any of the Transferred Employees for back payforgoing whether such Liability arises before or after the Closing), front paynor will Purchaser become a participating employer in, benefits or compensatory or punitive damagesmake contributions to, any Claim by such Employee Benefit Plans or the Multiemployer Plans. Purchaser will have no obligation to employ or to consider employing any Governmental Authority for penalties regarding any issue of prior notification (Employee on or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costsClosing. If any Employees are hired by Purchaser, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree Purchaser will not be obligated to provide each other with any particular level of compensation or benefits to such records and information Employees except as Purchaser may be necessary and appropriate to carry out their respective obligations under this Section 5.6otherwise agree.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a7.6(a) of the Seller Disclosure Letter Schedules lists the employees of the Companies who will remain employed by the Companies after the Closing (the “Schedule 5.6(a) Continuing Employees”) as it may determine subject to the unilateral right of the Purchaser or the Companies to terminate their employment after the Closing in its their sole discretion. Buyer Notwithstanding the foregoing, the individuals listed on Section 7.6(a) of the Seller Disclosure Schedule that are on a leave of absence as of the Closing will not remain employees of the Companies, but will instead be transferred by the Seller to Affiliates of the Seller other than the Companies. The Purchaser shall take all steps necessary have no Liabilities or obligations with respect to ensure such employees on such leaves of absence unless and until such employee returns from his or her respective leave of absence and is hired by the Purchaser or one of its Subsidiaries after Closing at the Purchaser’s sole discretion; provided, however, that its hiring decisions such individual will not become a Continuing Employee if the individual is not cleared for work and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior presents himself or herself to the Closing DatePurchaser or one of its Subsidiaries for active employment within 180 days following the date hereof. Before the Closing, Buyer the Seller shall notify Seller terminate or transfer to Affiliates of the Schedule 5.6 (a) Seller other than the Companies those employees who are not Continuing Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption consistent with all applicable contractual, legal and other requirements. The Seller shall retain any and all liabilities relating to the operations of Seller. Each of the Schedule 5.6 (a) Employees employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Dateare not Continuing Employees, together with the continuing employees of the Material Subsidiaries, shall be referred all liabilities pursuant to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions all liabilities related to employees on a leave of Buyer, Generation and the Subsidiaries absence as of Generation after the Closing Date. Buyer agrees . (b) The Continuing Employees shall continue to indemnify participate in the Seller Plans that are group health, dental, and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any vision plans (but not disability insurance plans), including health reimbursement account plans, through the end of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after month in which the Closing Date occurs. The Continuing Employees will be eligible to participate in Purchaser group health, dental, and Seller’s costsvision plans, subject to the terms thereof, as of the first day of the month following the month in which the Closing Date occurs. (c) Before the Closing Date, the Seller shall take all actions necessary, including reasonable attorneyadopting amendments to its 401(k) plan, to provide that the Continuing Employees shall be fully vested in their accounts in the 401(k) plan and the Companies shall terminate participation in the 401(k) plan, each effective as of the day before the Closing Date, and outstanding participant loans shall be eligible for rollover to another tax-qualified plan that will accept such rollovers. (d) The Seller shall pay each employee of the Companies who are not Continuing Employees, and employees on a leave of absence as of the Closing Date, all accrued wages, salary, commission, bonus, vacation pay, paid time off, and other employee compensation and benefits related to employment with the Seller and its Affiliates (including the Companies) for all periods through the date of termination of each such employee’s feesemployment with the Seller and its Affiliates (including the Companies) in a timely fashion through its ordinary course payroll systems, in defending and not later than the date such payment is required by law or the provisions of any benefit plan or contract under which such Claimscompensation is or becomes duly payable. (e) Buyer The Purchaser shall honor each Continuing Employee’s elections for the 2013 calendar year with respect to each Seller Plan that is a healthcare spending account and dependent care spending account plan (the “Spending Accounts”). In the event that the aggregate amount withheld from the Continuing Employees’ compensation with respect to the Spending Accounts exceeds the amount reimbursed to the Continuing Employees, the Seller shall cooperate remit such excess amount to the Purchaser. In the event that the aggregate amount withheld from the Continuing Employees’ compensation with respect to the Spending Accounts is less than the amount reimbursed to the Continuing Employees, Purchaser shall remit to the Seller the amount of the unfunded reimbursements. (f) For a period of six months after the Closing Date, unless the Seller otherwise agrees in writing and subject to the foregoing, the Purchaser shall cause the Companies or an Affiliate of the Companies to provide salaries and/or hourly wages (but not bonus opportunities) to the Continuing Employees on comparable terms, in the aggregate, applicable to such Continuing Employees immediately prior to the Closing. Nothing herein shall be construed to prohibit the Purchaser from causing or the Companies from terminating any Continuing Employee as reasonably necessary a result of integrating or relocating any facility of the Companies or otherwise. Upon the expiration of such six month period, nothing in this Agreement, express or implied, shall be construed to implement prevent the provisions Purchaser from causing or the Companies from modifying the salary and/or hourly wage of any Continuing Employee. No Continuing Employee shall be a third party beneficiary of this Section 5.6 Agreement. No covenant or other undertaking in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and agree any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement. Neither the Purchaser nor the Companies shall have any liability or obligation with respect to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6the Seller Plans after the Closing.

Employee Matters. (a) Not less than thirty Buyer shall extend offers of employment to those of Seller's employees whom it desires to hire (30) Business Days prior such employees are hereinafter referred to as the Closing Date"Rehired Employees"), which offers shall be on terms and conditions which ----------------- Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may shall determine in its sole discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer cooperate with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct assist Buyer in its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption efforts to secure satisfactory employment arrangements with those employees of Seller to whom Buyer makes offers of employment. Seller shall terminate the employment of all Rehired Employees immediately prior to the operations Closing whether or not such Rehired Employees have accepted offers of Selleremployment from Buyer. Each of the Schedule 5.6 (a) Employees As to employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Dateare not Rehired Employees, together with the continuing employees of the Material Subsidiaries, Seller shall be referred free to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred offer or make available to herein as a “Non-Hired Employeeany such employee positions with Seller in any of its other divisions or businesses.” (b) Following Seller shall be solely responsible for all of the Closing for a period ERISA Plans and all obligations and liabilities thereunder. Buyer shall not assume any of one (1) year, none of Buyer, Generation the ERISA Plans or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor obligation or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationliability thereunder. (c) Following the Closing for a period Nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to continuance of one (1) year, none of employment by Buyer, Generation or their Affiliates nor shall directly or indirectly solicit anything herein interfere with the right of Buyer to terminate the employment of any of the Rehired Employees at any time, with or services ofwithout cause, or hire restrict Buyer in the exercise of its independent business judgment in modifying any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) the terms and conditions of Energy or its Affiliates without the prior written consent employment of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposethe Rehired Employees. (d) Buyer, Generation and the Subsidiaries No provision of Generation this Agreement shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for create any breach of such responsibility and Buyer’s indemnification of Seller third party beneficiary rights in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damagesRehired Employee, any Claim beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Rehired Employee by Buyer or under any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsbenefit plan which Buyer may maintain. (e) Buyer and Seller shall cooperate as reasonably necessary not, directly or indirectly, hire or offer employment to implement any employee of Seller whose employment is continued by Buyer after the provisions Closing Date or any employee of this Section 5.6 and agree Buyer or any successor or affiliate of Buyer which is engaged in the Business, unless Buyer first terminates the employment of such employee or gives its written consent to provide each other such employment or offer of employment. (f) Seller agrees that Buyer has no COBRA obligation with such records and information as may be necessary and appropriate respect to carry out their respective obligations under this Section 5.6any employees of Seller not hired by Buyer.

Employee Matters. (a) Not less than thirty five (305) Business Days prior to Closing, Stayton shall deliver to Purchaser an updated schedule of the Facility Employees and Corporate Employees including the information required pursuant to Section 4.1(aa). Within five (5) Business Days following the Sale Approval Order, Purchaser shall submit to Stayton a list of the Corporate Employees, from which list Purchaser shall select in writing within ten (10) Business Days prior to the Closing Date, Buyer may which Corporate Employees it will agree to offer employmentemployment to on the Closing Date in accordance with this Section 9.2 (each such selected Corporate Employees, commencing a “Designated Corporate Employee”). (b) On the Closing Date, (i) Stayton (or, if applicable, one of its Affiliates) shall terminate the employment of those individuals who are Facility Employees as of the Closing DateDate (if not previously terminated) and (ii) Purchaser shall cause one of its Affiliates or another Person, which may include Purchaser's Manager, to offer employment to such individuals identified on Section 5.6(aFacility Employees as of the Closing Date at a base salary (or other wage or rate of pay) and bonus opportunity (if applicable) consistent with the updated Schedule 4.1(aa) of the Seller Disclosure Letter (Schedule and upon such additional terms and conditions of employment as Purchaser or the “Schedule 5.6(a) Employees”) as it may determine in its discretionapplicable employer shall determine. Buyer shall take all steps necessary to ensure that its hiring decisions Any such Facility Employee who accepts such employment and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to commences work after the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, Date shall be referred to herein as “a "Transferred Employees,” and each Schedule 5.6 (a) Facility Employee". Any Facility Employee who is not a Transferred Facility Employee shall be referred to herein as a “Non-Hired Transferred Facility Employee.” (b) Following . The parties do not believe the Closing for provisions of the WARN Act apply to this transaction and do not expect to incur any such liability as a period result of one (1) year, none of Buyer, Generation actions taken or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the taken prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty Parent shall, and shall cause the Selling Subsidiaries to, request each Manager to contine to employ, and not to give any termination notices under the WARN Act to, any Employees or Governmental Authorities. Buyers shall (30or shall cause each Manager to) Business Days employ a sufficient number of Employees on sufficient terms and conditions to avoid applicability of the WARN Act to the transactions contemplated by this Agreement, and if any notice obligations under the WARN Act arise after the Closing, shall require each Manager to comply with all applicable Employment Laws and Obligations, including, if applicable, any obligations to provide any notice required by the WARN Act. Each Buyer shall indemnify, defend and hold harmless the Parent Indemnified Parties from and against any Losses that may be incurred by, or asserted against, any such Parent Indemnified Party arising out of or relating to any Buyer’s failure to comply with the WARN Act in connection with the transactions contemplated by this Agreement, except to the extent such Losses arise prior to the Closing Date, Buyer may offer employment, commencing (other than as a result of any Buyer’s failure to employ a sufficient number of Employees on sufficient terms and conditions to avoid applicability of the WARN Act to the transactions contemplated by this Agreement). Parent shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Losses that may be incurred by, or asserted against, any such Buyer Indemnified Party arising out of or relating to Parent’s, the Selling Subisidaries’ and the Managers’ failure to comply with the WARN Act in connection with the transactions contemplated by this Agreement, except to the extent such Losses first arise after Closing Date, or otherwise related to such individuals identified any Buyer’s failure to employ a sufficient number of Employees on Section 5.6(a) sufficient terms and conditions to avoid applicability of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior WARN Act to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective transactions contemplated by this Agreement as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeerequired by this Section 6.8(a).” (b) Following Prior to the Closing for a period Closing, no Buyer shall communicate with any Employees except with Parent’s and the applicable Manager’s prior consent. Parent shall cooperate (and, subject to the terms of one (1the Management Agreements, direct the Managers to cooperate) year, none with Buyers in such manner as Buyers may reasonably request to enable Buyers to meet with the Employees regarding the sale of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion the Hotel Assets to Buyers. None of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services ofParent, or hire in any capacity (whether as an employeeSelling Subsidiary or any Manager shall have any liability whatsoever with respect to any act or omission on the part of any Buyer with respect to such Buyer’s conduct of employment interviews or employee screening. In particular, consultantBuyers are advised that applicable Law may limit the scope and manner of drug screening of prospective employees. Each Buyer shall indemnify, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for the Parent Indemnified Parties from and against any breach Losses that may be incurred by, or asserted against, any such Parent Indemnified Party arising out of such responsibility and or relating to any Buyer’s indemnification conducting of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits employment interviews or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsemployee screening. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less Prior to the Closing, Purchaser shall offer to enter into a severance agreement with ▇▇▇▇▇ ▇. ▇▇▇▇▇ to become effective upon the commencement of his employment with Purchaser, which agreement shall be on the same terms and conditions as offered by Purchaser to its executive officers of a similar level. (b) Section 5.10 of the Disclosure Schedule, which Purchaser shall deliver not later than thirty (30) the Business Days Day prior to the Closing DateClosing, Buyer may offer shall set forth the list of the employees of Seller that are expected to become employees of Purchaser or one of its Affiliates (the “Designated Employees”). Seller shall terminate the employment of all Designated Employees to whom Purchaser or one of its Affiliates offers employment immediately prior to the Closing, and Seller shall cooperate with and use commercially reasonable efforts to assist Purchaser and its Affiliates in their respective efforts to secure satisfactory employment arrangements with the Designated Employees, including providing Purchaser with access to the Designated Employees for purposes of negotiating terms of employment. Nothing contained in this Agreement shall confer upon any Designated Employee any right with respect to employment, commencing or continuance thereof, with Purchaser or one of its Affiliates, nor shall anything herein interfere with the right of Purchaser and its Affiliates to terminate the employment of any of the Designated Employees at any time, with our without cause and with or without prior notice, or restrict Purchaser or its Affiliates in the exercise of their independent business judgment in modifying any of the terms and conditions of the employment of the Designated Employees. Purchaser shall have no obligation with respect to claims by any employee of Seller, including any Designated Employee, whether under any Employee Plan or for severance, unpaid wages, unpaid accrued time off, unpaid bonuses, credit for prior service, unpaid commissions or otherwise, except, from and after the Closing, with respect to (i) the Assumed Liabilities specified in Section 2.2(c)(iii) and (ii) obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Seller shall be responsible for any and all Liability under the WARN Act or other Legal Requirements that arises out of or results from any termination of employment by Seller on or before the Closing Date, to such individuals identified on Section 5.6(a) . Promptly following the filing of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing DatePetition, Seller shall provide Buyer all notices required to be provided in order to comply with access, during reasonable business hours the WARN Act. Seller shall provide a valid and upon reasonable notice, complete WARN Act notice to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use each of its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable noticeemployees as soon as practicable and, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Dateany event, together with the continuing employees of the Material Subsidiariesno later than November 24, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee2006.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty The Endo Companies shall update the Employee Census as of five (305) Business Days days prior to the Closing Date. Within ten (10) days prior to the anticipated Closing Date, Buyer may offer employment, commencing the Endo Companies shall provide the Buyers with a list of any applicable individuals (on a no-name basis where required by applicable Law) who are expected to be Qualified Leave Recipients as of the Closing Date, including the Qualified Leave Recipient’s employee identification number, type of leave and their respective expected date of return, if known, and shall update that list from time to time through the Closing Date as necessary. (b) Prior to the Closing, the Buyers shall provide (or cause one of their Affiliates to provide) to each Offer Employee an offer of employment for such individuals identified position and with such responsibilities that are no less favorable than each Offer Employee’s current position and current responsibilities with the Endo Companies and such other terms as set forth in Section 5.4(h), in each case to commence on Section 5.6(a) the Closing Date; provided, however, that the Buyers shall assume the Collective Bargaining Agreement and, to the extent any Offer Employee is subject to the Collective Bargaining Agreement, the terms and conditions of employment of any Offer Employee subject to the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer Collective Bargaining Agreement shall take all steps necessary to ensure that its hiring decisions and practices in this regard are be in accordance with Applicable Lawthe Collective Bargaining Agreement. Not fewer than twenty (20) Business Days Each Offer Employee who accepts an offer of employment made pursuant to this Section 5.4 and who does not terminate employment with the Endo Companies prior to the Closing Date, Buyer Date shall notify Seller be an “Offer and Acceptance Employee”. Each offer of employment made pursuant to this Section 5.4 shall be contingent upon the Closing and the issuance of the Schedule 5.6 Confirmation Order. The Endo Companies and the Buyers anticipate that the Automatic Transfer Employees will transfer by operation of Law under Canadian Labor Laws, and, subject to any specific exemptions under applicable local Laws, the contracts of employment of the Automatic Transfer Employees shall have effect from the Closing Date as if originally made between the Buyers (aor an Affiliate of the Buyers as the case may be) and the Automatic Transfer Employee; provided, however, that with respect to all Automatic Transfer Employees who have accepted Buyer’s offer employed in Canada, their transfer and continued employment as of and from the Closing Date with the Buyers or an Affiliate of the Buyers, including all terms and conditions of employment. After the date hereof , will be in accordance with Canadian Labor Laws and in any event no less favorable than currently in place and as in effect immediately prior to the Closing DateClosing. The Buyers and their Affiliates as applicable agree to perform, Seller shall provide Buyer discharge and fulfil their obligations as successor employer as required by applicable Canadian Labor Laws with access, during reasonable business hours and upon reasonable notice, respect to the Schedule 5.6 (a) Employees, Automatic Transfer Employees in Canada whose employment is transferred by operation of Canadian Labor Laws on Closing. The Buyers and Buyer agrees that it their Affiliates as applicable shall use its best efforts to conduct its hiring process, during reasonable business hours recognize the periods of employment of all Transferred Employees for all purposes on the same basis and upon reasonable notice, in a manner that causes minimum disruption to the operations of Sellersame extent as recognized by the Sellers. Each of the Schedule 5.6 (a) Endo Companies shall procure the delivery to the Automatic Transfer Employees who commences employment with Buyer effective of such information as of (or who is on approved leave of absence on) required to notify the Closing Date, together with the continuing employees Automatic Transfer Employees of the Material Subsidiariestransfer of their employment in accordance with Canadian Labor Laws. The Buyers shall provide reasonable cooperation to the Endo Companies to facilitate the discharge of their obligations in the preceding sentence, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee Party shall be referred provide the other Party with such information as such Party may request to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or allow them to perform their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsCanadian Labor Laws. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After Following the date hereof and prior to the Closing Date, Seller Regency shall, or shall provide Buyer with accesscause the Acquired Companies or another Affiliate of Regency to offer to employ as a direct employee of Regency, during reasonable business hours the Acquired Companies or another Affiliate of Regency each employee of Contributor (i) who is assigned to, and upon reasonable noticedevotes substantially all of his or her time to, providing services to the Acquired Companies, each of whom shall be identified by Contributor in a list to be provided to Regency within thirty (30) days after the Execution Date (collectively, the “Dedicated Employees”), which list shall include the name, title, business location and annual compensation of each Dedicated Employee, (ii) who devotes some, but less than substantially all, of his or her time to providing services to the Acquired Companies, each of whom Contributor and Regency shall identify by mutual agreement prior to the Closing Date (collectively, the “Shared Employees”), and (iii) who, without regard to whether he or she is a Dedicated Employee or a Shared Employee, is listed in Schedule 5.6 5.18(a)(iii) of the Contributor Disclosure Schedule (a) collectively, the “Listed Employees”, and together with the Dedicated Employees and Shared Employees, the “Offered Employees”). Such offers shall be for employment with substantially the same title and Buyer agrees that it shall use its best efforts to conduct its hiring processposition, during reasonable business hours and upon reasonable notice, in with (i) a manner that causes minimum disruption base pay or salary rate at least equal to the operations base pay or salary rate as in effect with respect to each such Offered Employee immediately prior to the Closing Date and (ii) bonus opportunities and employee benefits no less favorable in the aggregate than the bonus opportunities and employee benefits offered or provided to similarly situated employees of SellerRegency and its Affiliates. Each Both the offers from Regency or its Affiliates and any acceptances thereof by the Offered Employees shall be contingent upon the consummation of the Schedule 5.6 (a) Employees who commences employment with Buyer transaction contemplated in this Agreement and effective as of (or who is on approved leave of absence on) upon the Closing Date, together with the continuing employees . Offered Employees who accept such offers of the Material Subsidiaries, shall be employment from Regency or its Affiliates are referred to herein as “Transferred Employees,.” and each Schedule 5.6 Such employment of Transferred Employees as direct employees of Regency, the Acquired Companies or another Affiliate of Regency (aas applicable) Employee who is not a Transferred Employee shall be referred to herein commence effective as a “Non-Hired Employeeof the Closing Date.” (b) Following the Closing for For a period of one at least 12 months following the Closing Date, Regency shall, or shall cause the Acquired Companies or another Affiliate of Regency to, provide each Transferred Employee with (1i) yeara base pay or salary rate at least equal to the base pay or salary rate as in effect with respect to such Transferred Employee immediately prior to the Closing Date and (ii) bonus opportunities and employee benefits no less favorable in the aggregate than the bonus opportunities and employee benefits offered or provided to similarly situated employees of Regency and its Affiliates. The Transferred Employees shall receive credit for all periods of employment and/or service with Contributor and its Affiliates prior to the Closing Date for purposes of eligibility, none vesting and benefit accrual under all plans, programs and arrangements made available to such Transferred Employees, except for purposes of Buyerbenefit accruals under defined benefit pension plans unless required by Applicable Law. For the calendar year in which the Closing Date occurs, Generation or their each Transferred Employee will accrue an amount of vacation time equal to that which a similarly situated employee of Regency and its Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion with tenure that includes all of such severance compensationTransferred Employee’s periods of employment and/or service with Contributor and its Affiliates prior to the Closing Date) would accrue under the policies of Regency and its Affiliates. (c) Following Regency shall be responsible for all continuation coverage under Section 601 et seq. of ERISA (“COBRA Obligations”) and any state continuation coverage requirements accrued after the Closing Date with respect to the Transferred Employees and their beneficiaries, provided such Transferred Employees enroll in a group health plan sponsored by Regency or one of its Affiliates. Contributor agrees that it shall retain responsibility for COBRA Obligations to all employees and their beneficiaries who are not Transferred Employees for whom a period of one (1) year, none of Buyer, Generation “qualifying event” under COBRA occurs or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposehas occurred. (d) BuyerRegency shall not assume or otherwise be responsible for any liability, Generation claim, loss, severance, bonus or benefit accrued or owed under any Company Benefit Plan or otherwise with respect to any employee that (1) does not become a Transferred Employee, irrespective of the date of accrual of such liability, or (2) becomes a Transferred Employee, only to the extent such liability, claim, loss, severance, bonus or benefit has accrued on or prior to the Closing Date. Contributor and the Subsidiaries of Generation not Regency shall be responsible for all Liabilities and obligations any severance payments that become due under any Company Benefit Plan of Contributor or its Affiliates to an employee whose employment with Contributor or its Affiliates is terminated in conjunction with the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller transaction contemplated in this regard specifically includes any Claim by any Agreement either because (1) the employee is not an Offered Employee and, as such, does not receive an offer of employment from Regency the Transferred Employees for back payAcquired Companies or another Affiliate of Regency or (2) the Offered Employee receives an offer of employment from Regency, front paythe Acquired Companies or another Affiliate of Regency, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any but elects not to accept such Claimsoffer. (e) Buyer and Seller In the event that any Transferred Employee is required to forfeit equity in Contributor or one of Contributor’s Affiliates in order to accept an offer of employment from Regency, Regency shall cooperate as reasonably necessary use commercially reasonable best efforts to implement the provisions ensure that such Transferred Employee(s), receives equity in Regency or one of its Affiliates of substantially equal value. (f) Nothing herein express or implied by this Agreement shall (i) confer upon any employee, including but not limited to any Offered Employee or Transferred Employee, or legal representative thereof, any rights or remedies, including any right to employment or benefits for any specified period, of any nature or kind whatsoever, under or by reason of this Section 5.6 and agree Agreement, or (ii) be deemed to provide each other with such records and information as may be necessary and appropriate to carry out amend any employee benefit plan of Contributor, Regency or any of their respective obligations under this Section 5.6Affiliates.

Employee Matters. (a) Not less than thirty (30) Business Days At Buyer’s election, prior to the Closing Dateor following a Pharmacy’s Closing, Buyer may make an offer of employment to any employee of Seller employed in such Pharmacy for employment with Buyer in a manner determined by Buyer in its sole discretion and subject to Buyer’s standard onboarding procedures, and Seller shall use commercially reasonable efforts to (i) provide Buyer with written documentation and information regarding the Pharmacy’s employees as reasonably requested by Buyer, to the extent permitted under applicable Law, including any validated service crediting information and any agreements between Seller or any of its Affiliates and any Employee that contain confidentiality, nondisclosure, noncompetition, nonsolicitation, non-disparagement or other similar agreements, and (ii) assist Buyer in delivering any applicable offer to such Offered Employees, as reasonably requested by Buyer; provided, all interviews and other employee screening activities shall be conducted outside of the employees’ applicable working hours. For a period of one year following an acceptance of an offer of employment, commencing as Buyer shall provide each Offered Employee, or shall cause to be provided, compensation and employee benefits which are no less favorable, in the aggregate, than the compensation and benefits provided by Buyer to similarly situated employees of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in Buyer and its discretionAffiliates. Buyer shall take be solely responsible for any obligations or liability arising out of or related to Buyers’ interview or evaluation of any Seller employee (including the decision to offer employment to such employees), any offer of employment to any Seller employee (any such employee, an “Offered Employee”), and the employment of Offered Employees by Buyer or its Affiliates (“Buyer Employee Liabilities”). Seller shall be solely responsible for, and shall indemnify Buyer from, all steps necessary obligations and Liabilities arising out of, accruing, relating to, or in connection with the employment by Seller or Seller’s Affiliates of any employee of Seller or Seller’s Affiliates or services of any employee of, or service provider to, Seller or Seller’s Affiliates, or the termination of such employment or services, including any compensation, bonuses, incentives, benefits, vacation or severance payable with respect to ensure that such employment or services, including any obligations or Liabilities arising under WARN, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any plan, policy or agreement maintained by Seller or its hiring decisions Affiliates or to which Seller or its Affiliates is a party. Promptly following the date hereof, Seller shall implement a retention program more fully described on Schedule 5.4(i) and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior subject to the Closing Datelength of service and performance requirements and other terms and conditions set forth in the applicable retention agreements. Without limiting the obligations of each party under Section 5.6, Seller shall be entitled to communicate the terms of such retention program orally and in writing to applicable employees at the Pharmacies so long as such communications have been previously approved by Buyer in its reasonable discretion. Seller shall bear the cost of all severance or other obligations relating to any Employee’s employment or termination of employment with Seller or any of its Seller’s Affiliates and the costs of the foregoing retention program; provided, that, Buyer shall notify Seller bear the cost of the retention bonuses paid to Employees at Pharmacies set forth on Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee5.4(ii).” (b) Following During the Closing for a period beginning as of the date of this Agreement and ending on the date that is one (1) yearyear from the Initial Closing Date (the “Restricted Period”), none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, solicit, or otherwise attempt to induce any Offered Employee, who is offered employment not later than 30 days after a Pharmacy’s Closing, who accepted his or her employment offer with Buyer pursuant to Section 5.4(a) to terminate his or her employment with Buyer nor induce any Offered Employees to reject such offer; provided, however, that nothing in this Section 5.4 shall prohibit Seller or any of its Subsidiaries from taking the following actions: (i) advertising for employees in newspapers, trade publications, or other media, or engaging recruiters to conduct general employee search activities, in either case not targeted specifically at the Offered Employees; (ii) hiring or communicating with any Offered Employee who applies for employment with Seller or its Affiliates who is Subsidiaries, whether or not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyerwas involuntarily terminated, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify so long as such employee was not solicited by Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by or any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, its Subsidiaries in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions violation of this Section 5.4(b); or (iii) subject to Section 5.6 and agree Section 5.7, continuing to provide each other with or offering to employ any person who is an employee of a Pharmacy and either does not receive an employment offer from Buyer or rejects an offer from Buyer (provided that Seller did not induce such records and information as may be necessary and appropriate Offered Employee to carry out their respective obligations under reject such employment offer in violation of this Section 5.65.4(b)).

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing DateUnless Seller or Seller Parent otherwise consent in writing, Buyer may shall, or shall cause an Affiliate to, offer employment, commencing effective as of the applicable Hire Date to those Business Employees (i) who are specifically identified on Schedule 5.1 or (ii) with the job categories or titles set forth on Schedule 5.1, which identifies the intended Hire Date for such Business Employees who are employed by Seller or Seller Parent as of the Closing Dateand whom Buyer reasonably determines, in its sole discretion, meet the standards of employment applicable to such individuals identified on Section 5.6(aBuyer’s employees generally (each, a “Scheduled Employee”) which schedule may be amended upon mutual agreement of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretionParties. Buyer shall take all steps necessary to ensure that its hiring decisions Any Scheduled Employee who accepts and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences active employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee applicable Hire Date shall be referred to herein as a “Non-Hired Employee”, with such employment to be conditioned upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that with respect to any Scheduled Employee who is not actively employed at the time such offers are made because such employee is on a leave of absence (other than regularly scheduled vacation) (the “Leave of Absence Employees”), Buyer shall be under no obligation to make an offer to any such Leave of Absence Employees unless and until such Leave of Absence Employee returns to active employment on or within three (3) months following the applicable Hire Date; and provided, further, that, notwithstanding anything in this Agreement to the contrary, Buyer shall have no Liability with respect to any Leave of Absence Employee unless such employee returns to active employment on or within three (3) months of the applicable Hire Date and accepts Buyer’s offer of employment within such time; and provided, further, that Buyer shall not use any such leave of absence as cause to modify, alter, or change any proposed offer of employment to the detriment of such Leave of Absence Employee. All Scheduled Employees, other than Leave of Absence Employees, shall be employed on a substantially uninterrupted basis by ▇▇▇▇▇ as of the Hire Date set forth on Schedule 5.1.” (b) Following As of the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-applicable Hire Date each Hired Employee who has been terminated byis actively at work as of the applicable Hire Date shall receive from Buyer, until the first anniversary of the applicable Hire Date, salary, bonus, severance and received employee benefit plan opportunities that are substantially comparable to the salary, bonus, severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion employee benefits provided to similarly situated employees of such severance compensationBuyer. (c) Following the Closing for a period of one (1) yearSubject to Information Privacy and Security Laws and other applicable Laws, none of Seller will make available to Buyer, Generation or their Affiliates shall directly or indirectly solicit at least six (6) weeks prior to the employment or services ofClosing, or hire in any capacity (whether as an employeethe following true, consultantaccurate, independent contractor or otherwise) any employee and complete information regarding each Scheduled Employee: (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or name, (ii) employing entity, (iii) salary or other rate of Energy base pay, if applicable, (iv) other compensation (including bonus target, incentive compensation target, deferred compensation, and commissions arrangements), (v) severance and employee benefit plan opportunities, (vi) status as an exempt or its Affiliates without non-exempt under the prior Fair Labor Standards Act and any similar wage and hour law, (vii) status as a full-or part-time employee, (viii) job title or position, (ix) status as an active or inactive employee (and, if on leave, the nature of the leave and the expected return date, if known), (x) work authorization, if not a citizen or permanent resident, (xi) address, and (xii) whether such Business Employee is primarily or exclusively working for the Business. Unless Buyer otherwise consents in writing, each week following the delivery of the information pursuant to the preceding sentence Seller shall provide Buyer with written consent notice of Seller, which may not any updates to the Scheduled Employee information provided pursuant to the preceding sentence and Buyer and Seller shall in good faith mutually agree upon the form of a written communication to be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller provided by Buyer to retain such employee for a reasonable time and purposethe applicable Scheduled Employees describing the offer process. (d) Seller, Seller Parent and ▇▇▇▇▇ intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Hired Employee for purposes of any benefit plan maintained by Seller or Seller Parent (“Seller Plans”), that the Hired Employees shall have continuous and uninterrupted employment immediately before, on, and immediately after the applicable Hire Date, and Buyer, Generation Seller and Seller Parent shall use reasonable efforts to ensure the Subsidiaries of Generation same. Any severance or other payments that might become payable to any Business Employee whether or not such individual becomes a Hired Employee shall be responsible the sole responsibility of the Seller Parties. For purposes of eligibility to participate, vesting, benefit accruals and level of benefits (except as otherwise specifically provided below) under any benefit plan maintained by Buyer and/or its Affiliates providing benefits to any Hired Employee after the Hire Date, each Hired Employee shall be credited with his or her years of service with Seller and its Affiliates (and any predecessors) prior to the applicable Hire Date, to the same extent as such Hired Employee was (or would have been) entitled, before the Agreement Date, to credit for all Liabilities such service under Seller Plans; provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan (including any cash balance plan or employee stock purchase plan of Buyer or its Affiliates), (iii) to the extent not recognized by Seller or Seller Parent for similar purposes, (iv) for purposes of any plan, program or arrangement (A) under which similarly situated employees of Buyer and obligations its Affiliates do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation, or (v) discretionary contributions under Buyer’s employees’ retirement savings plan. To the extent that Buyer maintains a similar Employee Benefit Plan providing health and welfare benefits, for each Hired Employee, Buyer and/or its Affiliates shall take commercially reasonable steps to (x) waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements (y) subject to each Hired Employee providing a copy of their explanation of benefits, statement, provide full credit to each Hired Employee or spouse or dependent thereof for any copayments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Hired Employee or spouse or dependent thereof under the Worker Adjustment comparable Seller Parent Benefit Plan during the relevant plan year up to and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after including the Closing Dateas if such amounts had been paid under such Buyer’s health and welfare plans. The Seller Parties shall be solely responsible, and Buyer agrees shall have no obligations whatsoever for, any amounts accrued or payable to indemnify Seller and to defend and hold Seller harmless any current or former employees (including Hired Employees), including accrued vacation for which Buyer is not providing credit for any breach of such responsibility and Buyer’s indemnification of period relating to the service with Seller in this regard specifically includes or Seller Parent, as applicable, at any Claim time on or prior to the applicable Hire Date or due to termination by any of either Seller Party or its Affiliates on or prior to the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsapplicable Hire Date. (e) If, as a result of the transactions contemplated by this Agreement, Seller or any of its Affiliates are required before, on or after the Closing to provide notice of any employment loss to any Business Employee or other Person under the WARN Act or any applicable foreign, state or local laws, regulations or ordinances related to plant closings, relocations, mass layoffs or employment losses, the Seller Parties shall provide, or arrange for the provision of, all such required notices and make any required payments within the time periods required by applicable Law (collectively, “WARN Laws”). The Seller Parties shall provide Buyer with a reasonable opportunity to review and comment upon all such notices before the notices required by WARN Laws are provided to affected employees, governmental agencies or other Persons. Seller shall cooperate as reasonably necessary bear any and all obligations and Liability under the WARN Laws resulting from employment losses arising in connection with the transactions contemplated in this Agreement, including without limitation the provision or failure to implement provide notice requirements, including any required notices to Hired Employees, and make any required payments under the WARN Laws. Buyer shall be responsible for compliance with WARN Laws with respect to the Hired Employees following the Closing. (f) The provisions of this Section 5.6 5.1 are solely for the benefit of the Parties, and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under no provision of this Section 5.65.1 is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise, or result in any current or former director, employee, consultant of Seller or Seller Parent or any other individual associated therewith being regarded for any purposes as a third party beneficiary of this Agreement or have the right to enforce the provisions hereof.

Employee Matters. (a) Not less than thirty Prior to the Closing, the Purchaser may offer to employ each current Seller Employee that Purchaser selects in its sole discretion to become an employee of Purchaser commencing as of the Closing. Offers of employment to Seller Employees who are not subject to, or otherwise covered by, a Labor Agreement, shall be on an “at-will” basis; provided, that, any such “at-will” employment offers will (30i) Business Days be contingent on the Closing occurring; (ii) be subject to and in compliance with the Purchaser’s standard human resources, ethics and compliance policies and procedures; (iii) supersede any prior employment agreements and (iv) be contingent on each Seller Employee (A) completing, in a manner reasonably satisfactory to the Purchaser, an employment application (including work status verification), (B) passing a standard background check of the Purchaser, and (C) signing such covenants and other contractual provisions as the Purchaser may in its discretion require in the ordinary course of its business; provided, further, that nothing in this Section 5.9(a) requires the Purchaser to employ any Seller Employee for any period of time after the Closing. For purposes of this Agreement, each Seller Employee who receives such an offer of employment shall be referred to as an “Offeree”. Each Offeree who accepts such offer prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Transferred Employee”. The Sellers hereby agree to waive any condition or restriction that they may have the contractual right to impose on the hiring and employment by Purchaser of any Seller Employee, effective as of the Closing Date (other than any such covenants not to disclose confidential information of any Seller to any Person other than Purchaser or any Affiliate thereof). Following the date of this Agreement, the Sellers shall allow the Purchaser reasonable access upon reasonable advance notice to meet with and interview Seller Employees, whom Purchaser has identified as potential Offerees, during normal business hours; provided, however, that such access shall not unduly interfere with the conduct of the Auction or the maintenance or Stabilization of the Purchased Assets or the Project prior to the Closing.” (b) Following Sellers shall be responsible for providing any notice to all Seller Employees required pursuant to the WARN Act with respect to any layoff or plant closing that occurs prior to or on the Closing for a period of one (1) year, none of Buyer, Generation Date and to each Excluded Employee required pursuant to the WARN Act with respect to any layoff or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated byplant closing that occurs after the Closing Date, and received severance compensation from, Seller unless and until Buyer reimburses Seller Sellers shall be solely liable for all Liabilities with respect to the WARN Act or the failure to provide any such notice in a reasonable portion of such severance compensationtimely manner. (c) Following Sellers agree and acknowledge that the Sellers shall continue to offer or otherwise ensure access to coverage under a U.S. group health plan to any Seller Employee, or their qualified beneficiaries under COBRA (“COBRA Beneficiaries”), after the Closing Date and for a any period of one (1) yearnecessary in order to fulfill Seller’s health care continuation coverage obligations, if any, under COBRA. Sellers shall ensure none of BuyerPurchaser or its Affiliates, Generation nor their respective Seller Benefits Plans, are required to provide such COBRA continuation coverage or any alternative coverage, nor have any Liability under COBRA, arising on or before the Closing Date, with respect to any COBRA Beneficiary subsequently covered or required to be covered under a U.S. group health plan maintained by Purchaser. Sellers shall be solely responsible for providing COBRA continuation coverage, including to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement, in accordance with Applicable Law, regardless of when their Affiliates shall directly or indirectly solicit qualifying event occurs, for the employment or services ofduration of the period during which such individuals are eligible for such coverage, or hire otherwise providing alternative coverage as permitted under Applicable Law in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) lieu of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeCOBRA continuation coverage. (d) Buyer, Generation and Nothing in this Agreement shall affect the Subsidiaries Purchaser’s right to terminate the employment of Generation its employees. Nothing in this Agreement shall be responsible for all Liabilities construed to grant any employee of any Seller a right to continued employment by, or to receive any payment or benefits from, any Seller or Purchaser or through any Seller Benefit Plan or other benefit plan. This Agreement shall not limit Purchaser’s or its Affiliates’ ability or right to amend or terminate any benefit or compensation plan or program of Purchaser or its Affiliates and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions nothing contained herein shall be construed as an amendment to or modification of Buyer, Generation and the Subsidiaries of Generation after the Closing Dateany such plan. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller Nothing contained in this regard specifically includes Section 5.9, express or implied, shall constitute an amendment to any Claim Seller Benefit Plan or other plan, create any third party beneficiary rights or inure to the benefit of or be enforceable by any employee of the Transferred Employees for back pay, front pay, benefits Purchaser or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing Seller, or mass layoff occurring after any Person representing the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending interest of any such Claimsemployees. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not Attached hereto as Schedule 7.3 is a list of all of the employees of the Seller as of the Closing Date (collectively, the “Employees” and each an “Employee”). Effective upon the Closing, the Buyer shall (i) offer employment to each Employee and (ii), subject to such offeree executing a confidentiality agreement (or employment agreement containing confidentiality obligations) in favor of the Buyer, hire each Employee on terms and conditions of employment that, subject to this Section 7.3, are no less favorable, in all material respects, than thirty (30) Business Days the terms and conditions of employment that apply to such Employees immediately prior to the Closing Date, Buyer may offer employmentincluding salary, commencing as of the Closing Datewages, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretionother cash compensation and employee benefits. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s accept the offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 employment (aincluding those who enter into separate employment agreements) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, Buyer shall be referred to herein collectively as the “Transferred Employees,.” Subject to Section 2.5 and each Schedule 5.6Applicable Law, the Seller will provide the Buyer access to employee personnel files and information on medical and workmen’s compensation claims with respect to the Transferred Employees promptly after the Closing. Effective upon the Closing, the Seller shall terminate the employment of all Employees other than the Shareholders. (ab) Employee who is not a Each Transferred Employee shall be referred eligible to herein participate in the Buyer’s employee benefit plans and programs on terms at least as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none favorable as those applicable to all of Buyer’s current employees, Generation including equity-based compensation plans. For purposes of determining seniority or time of service with the Buyer, the Transferred Employees will be given full credit for their Affiliates shall hire respective periods of employment with the Seller. Within ten (10) days after the Closing, the Buyer will grant options to purchase shares of the Buyer’s Class B Common Stock to the persons and in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationthe amounts set forth on Schedule 7.3. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation The Buyer and the Subsidiaries of Generation Seller shall complete and furnish to each other such other employee data as shall be responsible reasonably required from time to time for all Liabilities each party to perform and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective fulfill its obligations under this Section 5.67.3.

Employee Matters. (a) Not The Purchaser shall offer employment to no less than thirty sixty percent (3060%) of the employees of the Business; provided, however, that the Purchaser retains the right to alter any terms and conditions of employment (including, without limitation, the levels of compensation and benefits) in the future or to discontinue to employ any such employee after the Closing Date. At least five (5) Business Days prior to the Closing Date, Buyer may offer employment, commencing the Purchaser will advise the Seller of those employees of the Seller who will be hired by the Purchaser. Purchaser (so long as Seller has not laid off or terminated more than ten (10) employees during the 90-day period preceding the Closing Date) hereby agrees to indemnify and hold harmless Seller and the Shareholder from any claim under the WARN Act arising from Purchaser's refusal to hire employees of Seller effective as of the Closing Date, or the Purchaser's layoff or termination of any Continuing Employee after the Closing. (b) The Purchaser shall not be deemed to such individuals identified on Section 5.6(a) be a successor employer with respect to the employment of any Continuing Employees or with respect to any Benefit Plans. In the event any employee of the Seller Disclosure Letter (Business shall be deemed to have been terminated by reason of the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, all steps necessary liability for any severance and other similar benefits to ensure that its hiring decisions and practices in this regard are in accordance any such employee with Applicable Law. Not fewer than twenty (20) Business Days respect to employment prior to the Closing Date, Buyer shall notify Seller be the sole responsibility of the Schedule 5.6 Seller. An individual who was previously employed by the Seller who is hired by the Purchaser shall be deemed a new employee of the Purchaser (aa "Continuing Employee"). The Purchaser shall not have any liability, obligation or responsibility to any employee of the Seller (including any Continuing Employee(s)) Employees who have accepted Buyer’s offer of employment. After the date hereof and which liability, obligation or responsibility arose or accrued on or prior to the Closing Date, Date (except for the Accrued Vacation Liability). The Seller shall provide Buyer with accessnot have any liability, during reasonable business hours and upon reasonable notice, obligation or responsibility to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (any Continuing Employee which arises or who is accrues on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees In addition, the Seller shall be responsible solely for any obligations with respect to indemnify COBRA health care continuation and disability insurance for all former employees of the Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any employees of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsSeller who are not Continuing Employees. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less From and after the date of this Agreement, the Sellers shall provide the Buyer with reasonable access, during business hours, to Business Employees, and independent contractors or consultants of the Business, for purposes of the Buyer’s communications therewith concerning potential employment or retention by the Buyer and the terms and conditions of employment, employee benefits, consulting terms or fees, retention arrangements (if any), and other transitional matters. (b) With respect to the UK Employees, Section 7.4 shall apply in full and shall take precedence over this Section 7.3. (c) Contemporaneous with the date of this Agreement, Buyer Parent has delivered to Seller Parent a letter identifying those Business Employees who will not be receiving an offer of continuing employment with Buyer (“Non-Transferring Employee Letter”). Subject to the limitations and conditions set forth in the Non-Transferring Employee Letter, Buyer shall offer all other Business Employees disclosed to Buyer on Schedule 3.7(a) as of the date of this Agreement continuing employment on an “at will” basis (to the extent applicable under local Law), subject to the terms and conditions of employment as the Buyer shall choose (other than thirty the UK Employees as to which Section 7.4 shall apply). The UK Employees and those employees who accept employment with the Buyer or an Affiliate of the Buyer shall be referred to as “Transferring Employees.” Nothing in this Agreement is intended to or shall be interpreted to require the Buyer to continue the employment of any Transferring Employee for any period of time following the Closing Date or to prevent the Buyer from making future changes in the terms and conditions of employment (30including the compensation) of any Transferring Employee, subject to applicable Law. (d) The Sellers shall be solely responsible for any notice, consultation, information or other obligations required prior to the Closing Date pursuant to any Labor Laws or collective bargaining or similar agreement covering the Business Days Employees or the Business, and the Buyer will cooperate and provide the Sellers with true and complete information reasonably requested by the Sellers that is necessary for the Sellers to perform any notification, information or consultation obligations. (e) With the exception of its defined benefit pension plan and retiree medical plans, the Buyer will cause each of its pension and welfare benefit plans to recognize all of the service that the Transferring Employees completed with the Sellers for purposes of determining their eligibility to participate in, the amount of, and vesting in their benefits under such plans. As of the Closing Date, the Transferring Employees and their eligible family members shall cease to participate in the Employee Plans except as otherwise required by Law; provided, however, that the Sellers and the Employee Plans will remain responsible to such Transferring Employees and their eligible family members for all benefits accrued or payable under such plans on or prior to the Closing Date, Buyer may offer employmentexcept as provided in Section 7.3(f) below. Except as provided in Section 7.3(f), commencing as no portion of the Closing Date, to such individuals identified on Section 5.6(a) assets of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior any Employee Plan will be transferred to the Closing DateBuyer, and the Buyer shall notify Seller of assumes no liability or obligation with respect to the Schedule 5.6Employee Plans. (af) Employees who have accepted Buyer’s offer of employment. After the date hereof and On or prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours Parent will cause the unvested accrued benefits of all Business Employees under its defined benefit pension plan (the “Seller Pension Plan”) and upon reasonable notice, defined contribution pension plan (the “Seller 401(k) Plan”) to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Sellerbecome fully vested. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective As soon as of (or who is on approved leave of absence on) reasonably practical following the Closing Date, together with Seller Parent will cause the continuing employees accounts of each Transferring Employee under the Seller 401(k) Plan to be transferred to the qualified 401(k) plan of the Material SubsidiariesBuyer (the “Buyer 401(k) Plan”). Such transfer will include a transfer of the corresponding assets from the trust forming part of the Seller 401(k) Plan to the trust forming part of the Buyer 401(k) Plan, which shall be referred consist of cash and, to herein as “Transferred Employees,” the extent permitted by the plan, any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to the Transferring Employees who are participants in such Seller 401(k) Plan. On the transfer date of such accounts and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred assets, Seller Parent will deliver to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer all information related to such transfer reasonably requested by Buyer, Generation or their Affiliates shall hire in including the amounts of the account balances of the Transferring Employees and the details of any capacity (whether as an employee, consultant, independent contractor or otherwiseoutstanding plan loans from the Seller 401(k) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of Plan to such severance compensationTransferring Employees. (cg) Following Seller Parent will ensure that the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time COBRA continuation coverage requirements are met on and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date with respect to all current and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsformer Business Employees (and their eligible family members) who experience a “qualifying event” on or prior to the Closing Date. (eh) Seller Parent shall cause the sale of the Assets described in this Agreement to be treated as a “Divestiture of a Business Segment” for all purposes under its 2005 Executive Incentive Compensation Plan as applied to all outstanding grants and awards made pursuant thereto to any Transferring Employees, so that any outstanding unvested stock options or restricted stock units granted to such Transferring Employees will become fully vested and (with respect to stock options) exercisable in accordance with their terms on the Closing Date. (i) Seller Parent shall pay to any Business Employee owed a bonus, incentive, payment, or other benefit or acceleration pursuant to a Sale Bonus Agreement the full amount of any such bonus, incentive, payment, or other benefit or acceleration due under such agreement in accordance with the applicable terms of each such Sale Bonus Agreement. (j) On or immediately following the Closing Date, Seller Parent will provide Buyer with a list of the Transferring Employees and Seller shall cooperate as reasonably necessary to implement the provisions amount of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6Transferring Employee’s unused vacation benefits included in the Current Liabilities set forth in the Preliminary Statement.

Employee Matters. (a) Not less than thirty (30) Business Days prior to Falcon shall terminate, effective as of the Closing DateAdjustment Time, Buyer may offer employment, commencing the employment of each Headquarters Employee who remains in employment as of the Closing Date, other than those Headquarters Employees designated in a written notice delivered by Buyer to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer Sellers not later than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After 60 days after the date hereof and prior to the Closing Date, of this Agreement. Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) affected Headquarters Employees, and Buyer agrees that it shall use its best efforts other parties entitled to conduct its hiring process, during reasonable business hours and upon reasonable receive notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective such notice as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall may be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations required under the Worker Adjustment and Retraining Notification Act promptly following receipt of written notice from Buyer described in the preceding sentence. Buyer shall indemnify and similar foreign, state hold harmless Sellers from and local rules, statutes against any and ordinances resulting from the actions all liability arising out of either Buyer, Generation and the Subsidiaries of Generation 's failure to provide such notice not later than 60 days after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach date of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any Agreement or the termination of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) employment of any plant closing or mass layoff occurring after Headquarters Employee, except for the Closing Date payment of compensation and Seller’s costsseverance benefits, including reasonable attorney’s fees, as provided in defending any such ClaimsSection 6.9(b) below. (eb) Buyer On or prior to Closing, Falcon shall pay any and Seller shall cooperate all compensation owing to Headquarters Employees for any time period prior to and including the Closing, including any wages, salaries, bonuses and payments under any Compensation Arrangement owing to such employees. On or prior to the Closing, subject to the adjustment provided in 2.4(b)(viii), Falcon will pay each of the Headquarters Employees (including Headquarters Employees who decline continued employment with Buyer), other than (i) those employees identified on Schedule 6.9 and (ii) those Headquarters Employees whose employment will not be terminated in accordance with Section 6.9(a) above (the "Transferred Headquarters Employees"), severance pay on such terms and in such amounts as reasonably necessary Falcon may determine in its sole discretion. On or prior to implement the provisions Closing, Falcon will terminate the Falcon Communications, L.P. 1993 Incentive Performance Plan and provide for the payment of this Section 5.6 all benefits due under the terms of such plan and agree to provide each other with for the payment of any amounts due under the Falcon Communications, L.P. Key Executive Equity Program and any such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6program sponsored by any Falcon Company.

Employee Matters. (a) Not less than thirty (30) Business Days Purchaser shall notify Seller prior to the Bid Deadline which Employees of Seller to whom Purchaser intends to make offers of employment, which Employees shall include at least the Employees required to implement the business plan embodied in the Wafer Budget (such Employees who accept such offer are hereinafter referred to as the “Transferred Employees”). Any such offers shall be on terms that include the same salary or hourly pay as currently being paid and with a severance program at least as favorable as the current program summarized in Section 5.14(e) of the Seller Disclosure Schedule and with other benefits that are comparable (in the aggregate) to the employee’s current benefits as of the Execution Date, and on such other terms and conditions as Purchaser shall in its sole discretion deem appropriate. The employment offer will be timed with the intention of making the Transferred Employee’s first day of employment effective as of the Closing Date. Transferred Employees’ employment with the Purchaser or any of its Affiliates will be “at will” and nothing contained in this Agreement or any other communication shall constitute a contract of employment and the Transferred Employees shall not be a third party beneficiary of this Agreement. Seller will reasonably cooperate with the Purchaser in any offer of employment that Purchaser may extend and Seller shall terminate the employment of each Transferred Employee on the Closing Date. (b) All Liabilities to, Buyer may offer employmentor relating to, commencing the Benefit Plans, and all Liabilities to, or relating to, any such Service Provider shall be Retained Liabilities, and Purchaser shall have no obligation or liability with respect to such Benefit Plans, arrangements or agreements. Purchaser and Seller shall take all actions necessary to cause the retention by Seller of all such Benefit Plans with effect as of the Closing Date, any Subsidiary that has Service Providers that participate in any Benefit Plan of Seller shall cease to be a participating employer in any such individuals identified on Section 5.6(a) of the Plans and Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps actions necessary to ensure effectuate the foregoing. (c) All Liabilities in respect of each Transferred Employee have or shall have been paid by Seller prior to the date upon which the Transferred Employee commences employment with Purchaser, including premium contributions, remittance and assessments for unemployment insurance, employer health tax, income tax, workers’ compensation and any other employment related legislation, accrued wages, taxes, salaries, commissions and employee benefit plan payments. There are no outstanding, pending, threatened or anticipated assessments, actions, causes of action, claims, complaints, demands, orders, prosecutions or suits against Seller or its or their respective directors, officers or agents pursuant to or under any Applicable Laws, unemployment insurance, income tax, employer health tax, employment standards, labor relations, occupational health and safety, human rights, workers’ compensation and pay equity. Seller have no obligation to re-instate any Employees in connection with the Wafer Business. (d) To the extent that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days any obligations might arise under WARN or under any similar provision of any United States federal, state, regional, non-United States or local law, rule or regulation as a consequence of the Transactions, Seller shall be responsible for therefor to the extent arising as a result of any employment losses to Employees of Seller occurring prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary cooperate, to implement the provisions extent permitted by law, with the Purchaser’s attempt to obtain information relating to the Transferred Employees, including making available to Purchaser Service Providers’ personnel files and performance evaluations. Any such information of this Section 5.6 and agree to provide each other with such records and information as may the Transferred Employees shall be necessary and appropriate to carry out their respective obligations under this Section 5.6an Acquired Asset.

Employee Matters. (a) Not less than thirty Except as specifically provided in this Section 5.14: (30i) Purchaser shall not adopt, become a sponsoring employer of, or have any liabilities or obligations under or with respect to the Employee Plans, and Seller shall be solely responsible for any and all such liabilities and obligations that have been incurred or may be incurred; (ii) Seller shall be solely responsible for any and all liabilities under any Employee Plan arising out of the employment of Specified Business Days Employees who do not become Transferring Employees (as defined below), whether such liabilities arise before, on or after the Closing Date; and (iii) Seller shall be solely responsible for any and all liabilities incurred prior to the Closing Date under any Employee Plan arising out of or relating to the employment of any Transferring Employee. (b) Notwithstanding the foregoing and subject to Seller’s obligations under the Transition Services Agreement, Purchaser will have no obligation to continue the employment of any Specified Business Employee, and Purchaser may, in its sole discretion, extend offers of employment to up to 18 of the Specified Business Employees at any time prior to the Closing Date (and such Specified Business Employees who are hired by Purchaser are referred to as the “Transferring Employees”). Such offer by Purchaser to each such Specified Business Employee will contain (i) [*]. Seller: (1) shall cooperate with and use its [*] to assist Purchaser in its efforts to secure satisfactory employment arrangements with those Specified Business Employees of Seller to whom Purchaser makes offers of employment, (2) shall terminate the employment of the Transferring Employees, effective as of the date of such Transferring Employee’s start date of employment with Purchaser and (3) shall not, in any event, provide any Specified Business Employees to whom Purchaser extends offers of employment pursuant to this Section 5.14(b) with severance or other compensation in connection with such Specified Business Employees’ separation from employment with Seller (excluding, for the avoidance of doubt, any severance, compensation, or other benefits legally required to be paid). Subject to the foregoing, with respect to Transferring Employees only, Purchaser will be solely responsible for all wages, salaries, any bonuses or incentive compensation, employment taxes, withholding taxes, and any and all vacation days, sick days, paid time off, and personal days and any other employment benefits, if applicable, accruing after the Closing Date by virtue of such Transferred Employee’s employment by Purchaser. (c) Seller shall comply with the requirements of the WARN Act or any similar state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in the WARN Act or such other applicable law, which may result from Seller’s termination of the employment of any of its employees in connection with the transactions contemplated hereby through the Closing Date. (d) Following the Closing Date, Buyer may offer employmentPurchaser shall, commencing pursuant to plans and arrangements established or maintained by Purchaser and/or its Affiliates (the “Purchaser Welfare Plans”), provide the Transferring Employees with health and welfare benefits [*]. Purchaser and its Affiliates shall, to the extent permitted by the applicable contract, use its best efforts to [*] (e) For purposes of determining eligibility to participate, vesting and determination of the level of benefits (but not accrual or entitlement to benefits other than severance benefit accrual where length of service is relevant) for Transferring Employees under all employee benefit plans and arrangements of Purchaser, Purchaser shall [*] (f) Effective as of the Closing Date, Purchaser shall establish or designate a defined contribution retirement plan eligible for qualification under Section 401(a) of the Code (the “Purchaser 401(k) Plan”). Each Transferring Employee who satisfies the eligibility requirements of the Purchaser 401(k) Plan shall become eligible to participate in the Purchaser 401(k) Plan [*]. To the extent permitted by the Purchaser 401(k) Plan, Purchaser shall use reasonable best efforts [*]. Seller shall continue to administer the Seller 401(k) Plan with respect to employees and former employees of Seller other than the Transferring Employees, and shall take all appropriate actions to make distributions under the Seller 401(k) Plan to such individuals identified on Section 5.6(a) in accordance with the terms of the Seller Disclosure Letter (401(k) Plan and the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller applicable provisions of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationCode. (cg) Following the Closing for a period of one (1) yearNothing contained in this Agreement shall create any third party beneficiary rights in any Transferring Employee, none of Buyer, Generation any beneficiary or their Affiliates shall directly or indirectly solicit the employment or services ofdependents thereof, or hire in any capacity (whether as an employeecollective bargaining representative thereof, consultantwith respect to the compensation, independent contractor terms and conditions of employment and benefits that may be provided to any Transferring Employee by Purchaser or otherwise) under any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which benefit plan that Purchaser may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposemaintain. (dh) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller Nothing contained in this regard specifically includes Agreement shall confer upon any Claim Transferring Employee any right with respect to continued employment by Purchaser, nor shall anything herein interfere with the right of Purchaser to terminate the employment of any Transferring Employee at any time, with or without cause, following the effective date of his or her employment with Purchaser, or restrict Purchaser in the exercise of its independent business judgment in modifying any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue terms and conditions of prior notification (or lack thereof) the employment of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsTransferring Employees. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty Section 8.04 of the Seller Disclosure Schedule 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: (30i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate or hourly rate and description of any increase in compensation after the Most Recent Balance Sheet Date; (v) commission, bonus or other incentive-based compensation to which such Business Days Employee is entitled; (vi) accrued paid time off (PTO); and (vii) a description of the fringe benefits provided to each such individual. Seller will promptly provide written notice and an updated Section 8.04 of the Seller Disclosure Schedule to Purchaser in the event of any changes thereto prior to the Closing Date, Buyer may offer employmentprovided that any such changes shall be limited to the matters permitted under this Section 8.04(a) or Section 6.03(xii), commencing voluntary terminations of employment of Business Employees and changes otherwise agreed to in writing by Purchaser. Prior to Closing, Purchaser shall advise Seller of the Business Employees to whom Purchaser or its Affiliate intends to make offers of employment (which group shall include all Business Employees who are in the bargaining unit covered by the CBAs, 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 Seller Disclosure Schedule prior to the Closing (the “Target Employees”), with such offers of employment to be effective as of the Closing Date, to unless such individuals identified Business Employee is on Section 5.6(a) a leave of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to absence on the Closing Date, Buyer in which case, Seller shall, or shall notify Seller cause their Affiliates to, retain the employment of such Business Employees until, and such employment offer will be effective as of when, the Schedule 5.6 Business Employee is available to return to active employment if such availability to return occurs within six months following the Closing Date (a) Employees 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 have accepted Buyer’s accepts such offer of employment. After the date hereof employment from and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (Purchaser or who its Affiliate is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Transferred Employee.”” Except as otherwise specifically provided in this Section 8.04, or as required by applicable Law, effective as of the Closing Date, the 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 benefits arising out of or in connection with Purchaser’s decision not to make offers of employment to any Business Employee in accordance with this Agreement. (b) Following Effective as of the Closing, Purchaser will assume, and will be bound by, the terms and obligations of (i) the collective bargaining agreement dated February 17, 2021, between TCC Pennwest and the Pennwest Union (the “Pennwest CBA”) or (ii) the collective bargaining agreement dated May 1, 2018, by and among Commodore, TCC Clarion and the Commodore Union (the “Commodore CBA” and together with the Pennwest CBA, each a “CBA” and collectively, the “CBAs”) with respect to the Transferred Employees who were covered by either CBA while employed by Seller or any of its Affiliates (the “Transferred Union Employees”). The Parties will cooperate as necessary to facilitate the assumption of the CBAs by Purchaser. Purchaser agrees to recognize the Pennwest Union and the Commodore Union (each a “Union” and collectively, the “Unions”) as the representative of the Transferred Union Employees as of the Closing, and (unless a Union and Purchaser or its Affiliate otherwise agree) to recognize and honor the seniority of each Transferred Union Employee to the extent recognized by Seller or its Affiliate as of the Closing for a period under the CBAs or any of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationpredecessor agreements. (c) Following Notwithstanding any contrary provision of this Agreement, Seller shall be responsible and liable for providing, or continuing to provide, health care continuation coverage as required under COBRA with respect to any individual who experienced a COBRA “qualifying event” on or prior to the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in Date under any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller Plan subject to retain such employee for a reasonable time and purposeCOBRA. (d) BuyerFor purposes of payroll taxes with respect to Transferred Employees, Generation Seller and Purchaser, and their respective Affiliates, shall use commercially reasonable efforts to treat the transaction contemplated by this Agreement as a transaction described in Treasury Regulation Sections 31.3121(a)(1)-1(b)(2) and 31.3306(b)(1)-1(b)(2), and the Subsidiaries Parties further agree to implement this treatment by utilizing Section 4 of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreignRevenue Procedure 2004-53, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsSTANDARD PROCEDURE FOR PREDECESSORS AND SUCCESSORS. (e) Buyer Seller’s management shall be made available to Purchaser to assist/consult with issues with customers, sellers, former employees and government agencies for three (3) years following Closing. (f) This Section 8.04 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 8.04, express or implied, shall confer upon any Business Employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 8.04, express or implied, shall be deemed to establish or amend any plan providing benefits to any Business Employee or as altering the at-will nature of any Transferred Employee’s employment. (g) For a period of ninety (90) days after the Closing, Purchaser shall not take any action with respect to the Transferred Employees which would reasonably be expected to trigger any liability under the WARN Act, unless Purchaser gives Seller shall cooperate notice of its intentions to undertake such post-Closing actions, with such notice given within a reasonable time before the Closing such that Seller could reasonably take such actions as reasonably are necessary to implement the provisions of this Section 5.6 and agree to provide each other comply with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6its resulting WARN Act obligations.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing Effective as of the Closing Date, Buyer, shall, or shall cause the Buyer Subsidiaries and the Clairol Entities to, assume and be responsible for all employment and employee benefit- related matters, obligations and liabilities that are payable on or after the Closing Date, regardless of whether such liabilities arise before, on or after the Closing Date, with respect to such individuals identified on Section 5.6(a) all persons who are employees of the Seller Disclosure Letter Acquired Business immediately before the Closing Date, including active employees, employees on leave of absence or vacation, employees on short-term or long-term disability, employees represented by bargaining unit representatives and persons employed within and outside the United States (collectively, the “Schedule 5.6(a) Employees”) "EMPLOYEES"), except as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices specifically provided otherwise in this regard are Article IX. From and after the Closing Date, (i) Buyer and the Clairol Entities shall assume and have all responsibilities, liabilities and obligations with respect to the Employees and their beneficiaries, including any claims incurred at any time, and (ii) Seller and its Affiliates shall have no responsibilities, liabilities or obligations with respect to the Employees and their beneficiaries, except as specifically provided otherwise in accordance with Applicable Lawthis Article IX. (b) The provisions of this Article IX shall apply to all Employees, including Employees based in locations outside the United States. Not fewer The term "Employee" includes all employees of the CMO, other than twenty BMS Retained Employees (20as defined in the CMO Transitional Services Agreement). (c) Business Days prior In addition to the foregoing, effective as of the Closing Date, Buyer shall, or shall notify cause the Buyer Subsidiaries to, assume all contracts, obligations and liabilities with respect to independent contractors of Seller, the Seller Entities and the Clairol Entities that relate primarily to the Acquired Business (including any sales agents and other independent contractors who are not Employees). (d) Seller has provided to Buyer a list (by name or by category and number) of all Employees of the Schedule 5.6 (a) Acquired Business who are employees of the Clairol Entities, as well as all Employees who have accepted Buyer’s offer are not employees of employment. After the date hereof Clairol Entities, and prior all independent contractors of Seller, the Seller Entities and the Clairol Entities that relate primarily to the Closing Date, Acquired Business. Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is an updated list on approved leave of absence on) the Closing Date, together which shall reflect any employment terminations and new hires in the ordinary course of business consistent with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeethis Agreement.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days prior Neither Buyer nor any Affiliate thereof shall be required or under any obligation to offer employment to any employee of Seller. If and to the Closing Dateextent that Buyer or one of its Affiliates shall offer employment (on terms and conditions determined by Buyer in its sole discretion), Buyer may offer employment, commencing effective as of the Closing Date, to such individuals identified on Section 5.6(a) employees of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) who are actively at work as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to of the Closing Date, such employees of Seller who accept an offer of employment from Buyer shall notify Seller or such Affiliate of Buyer as of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior Closing Date shall hereinafter be referred to the Closing Date, as "ACQUIRED EMPLOYEES." Seller shall provide Buyer with access, during reasonable business hours access to Seller employees and/or their representatives between the execution of this Agreement and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees for purposes of the Material Subsidiariescommunicating and discussing such offers of employment, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeeif any.” (b) Following In accordance with Section 2.3, Seller shall be liable for all Liabilities arising on or prior to the Closing for a period Date under, pursuant to or in connection with any Collective Bargaining Agreement or any other collective bargaining agreement, regardless of one (1) yearwhether such other collective bargaining agreement is disclosed on the Disclosure Schedule. Nothing in this Agreement shall obligate Buyer to assume, none and shall not constitute the assumption of, any collective bargaining agreement of Seller or any Liability thereunder. Seller shall make no express or implied representations or statements to any person or persons, including, but not limited to, labor unions and Personnel, that Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employeeof its successors or Affiliates, consultantis adopting or assuming, independent contractor or otherwise) intends to adopt or assume, all or any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationany collective bargaining agreement of Seller or any Liability thereunder. (c) Following Seller shall make all contributions due through the Closing for a period Date under all Employee Plans on behalf of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent all employees of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) BuyerNo provision of this Section 6.8 shall create any third-party beneficiary rights in any Acquired Employee or Seller Employee, Generation and any beneficiary or dependent thereof, or any collective bargaining representative thereof, including, without limitation, any right to employment by Buyer as of the Subsidiaries Closing Date or continued employment for any specified period of Generation shall be responsible for all Liabilities and obligations under time after the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation Closing Date or employment in any particular position with Buyer after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach No provision of such responsibility and this Section 6.8 shall restrict Buyer’s indemnification , in the exercise of Seller in this regard specifically includes any Claim by its independent business judgement, from modifying any of the Transferred Employees for back pay, front pay, benefits terms or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue conditions of prior notification (or lack thereof) the employment of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsAcquired Employees. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as As of the Closing Date, Purchaser shall, or shall cause one of Purchaser’s Affiliates to, offer employment to such individuals each Seller Employee identified on in Section 5.6(a5.5(a) of the Seller Disclosure Letter Letter, which Purchaser will deliver to Sellers prior to Closing (those who accept such offer of employment and commence employment with Purchaser or its Affiliate, the “Schedule 5.6(a) Transferred Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices ), on the terms described in this regard are in accordance with Applicable LawSection 5.5. Not fewer than twenty Such employment offers may be conditioned upon (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence oni) the Closing Dateand (ii) the employment offer recipient completing Purchaser’s pre-employment screening process to Purchaser’s satisfaction prior to employment commencement. Sellers shall bear responsibility for all Liabilities arising out of, together relating to, or with respect to the employment or termination of employment with the continuing employees Sellers and their Affiliates of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” , including any compensation and employee benefits relating thereto, arising on or prior to such Transferred Employee’s commencement of employment with Purchaser or its Affiliate and shall pay such Liabilities in the ordinary course of business. Additionally, Sellers shall bear responsibility for all Liabilities arising out of, relating to, or with respect to the employment or termination of employment with the Sellers and their Affiliates of the Seller Employees who are not Transferred Employees, including any compensation and employee benefits relating thereto, and shall pay such Liabilities in the ordinary course of business. For the avoidance of doubt, (i) Sellers shall bear responsibility for any severance liabilities for which any Seller Employee becomes entitled in connection with the transactions contemplated under this Agreement, and (ii) Purchaser shall bear responsibility for all Liabilities arising out of, relating to, or with respect to the employment or termination of employment with Purchaser of each Schedule 5.6 (a) Employee who is not a of the Transferred Employee shall be referred to herein as a “Non-Hired Employees, including any compensation and employee benefits relating thereto, on or after such Transferred Employee’s commencement of employment with Purchaser or its Affiliate.” (b) Following the Closing for a period of one (1) yearSellers and RMST shall, none of Buyer, Generation or and shall cause their Affiliates shall hire in to, provide reasonable cooperation and information to Purchaser or its relevant Representative as reasonably requested by Purchaser or such Representative with respect to its determination of appropriate terms and conditions of employment for any capacity (whether as an employeeSeller Employee, consultantincluding, independent contractor or otherwise) any Non-Hired Employee who has been terminated bya list of all Seller Employees, and received severance compensation fromwith respect to each Seller Employee, Seller unless and until Buyer reimburses Seller for a reasonable (A) date of hire, (B) position, (C) annual base salary (or wages) (including any portion of his or her annual salary that the Seller Employee may have elected with the Seller or RMST to defer in exchange for equity compensation of the Sellers or RMST), (D) 2017 annual incentive opportunity (and 2017 annual incentive paid), (E) the entity for whom such severance compensationSeller Employee performs services, (F) the location where such Seller Employee performs services for the applicable Seller or RMST, and (G) status as full-time or part-time. (c) Following the Closing for a period date of one (1) yearthis Agreement, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) Sellers and RMST shall, and shall cause their Affiliates to, allow Purchaser or any of its Representatives reasonable access upon reasonable advance notice to meet with and interview the Seller or its Affiliates who is Employees during normal business hours; provided, however, that such access shall not a Schedule 5.6(a) Employee or unduly interfere with the operation of the Business prior to the Closing; and (ii) Sellers shall not, nor shall any Seller authorize or direct or give express permission to any Affiliate, officer, director or employee of Energy any Seller or any Affiliate, to (A) interfere with Purchaser’s or its Affiliates without the prior written consent Representatives rights under Section 5.5 to make offers to Seller Employees, or (B) solicit or encourage any Seller Employee who received an offer pursuant to Section 5.5 not to accept, or to reject, any such offer of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeemployment. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the The provisions of this Section 5.6 5.5 are solely for the benefit of the Parties to this Agreement, and agree nothing in this Agreement, whether express or implied, is intended to, or shall, (i) constitute the establishment or adoption of or an amendment to provide each any employee benefit plan for purposes of ERISA or otherwise be treated as an amendment or modification of any Benefit Plan or other with such records and information as may be necessary and appropriate to carry out benefit plan, agreement or arrangement, (ii) limit the right of Purchaser, the Sellers or their respective obligations under this Section 5.6Subsidiaries to amend, terminate or otherwise modify any Benefit Plan or other benefit plan, agreement or arrangement following the Closing, (iii) create any third-party beneficiary or other right (including, but not limited to, a right to employment) in any Person, including any current or former employee of a Seller or RMST, any participant in any Benefit Plan or other benefit plan, agreement or arrangement (or any dependent or beneficiary thereof) or (iv) guarantee employment for any period of time for, or preclude the ability of Purchaser, the Sellers, RMST or any of their respective Subsidiaries to terminate any Transferred Employee for any reason.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days On or prior to the Closing Date, Buyer shall notify Seller extend offers of the Schedule 5.6 (a) employment to all of each Seller’s Property Employees who have accepted are employed at the Property on the date such offer is extended, other than each Seller’s Reserved Employees. Each Property Employee who accepts Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller employment shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences commence employment with Buyer effective as of (or who is on approved leave of absence on) the Closing DateClosing, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) except that any Property Employee who is not actively at work on the Closing Date (other than due to a Transferred short-term absence (e.g., vacation, holiday, jury duty, maternity leave, paternity leave or bereavement leave, illness or injury of shorter duration than would provide for coverage under each of Seller’s long-term disability leave policies) in compliance with applicable policies of the applicable Seller) shall commence employment with Buyer effective as of the date such employee presents himself or herself to Buyer for active employment following the Closing Date. Each Property Employee who so commences employment with Buyer shall hereinafter be referred to herein as a “NonTransferred Employee” as of the day each commences employment with Buyer. To the knowledge of each Seller, following the Closing, each of its Transferred Employees shall be at-Hired Employeewill employees, other than those employees covered by a collective bargaining agreement or whose employment agreements are set forth on Section 8.4(a) of the applicable Seller Disclosure Letter.” (b) Following Effective as of the Closing for a period Closing, Buyer shall assume the employment agreements set forth in Section 8.4(a) of one (1) year, none the Seller Disclosure Letter to the extent in effect as of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationthe Closing. (c) Following Subject to the Closing terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, (x) for a period of at least one (1) yearyear immediately following the Closing Date, none Buyer shall provide each Transferred Employee with base compensation which is not less than the base compensation of Buyersuch Transferred Employee immediately prior to the Closing and (y) for a period of at least one (1) year immediately following the Closing Date, Generation Buyer shall provide the Transferred Employees with bonus opportunity and annual and long-term incentive compensation (other than equity-based compensation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (iSeller Benefit Plan containing similar benefits to those plans set forth on Section 8.4(c) of the Buyer Disclosure Letter) that are in the aggregate, on an employee by employee basis, no less favorable than those which the Transferred Employees were provided by the applicable Seller or its Affiliates who is not a Schedule 5.6(aimmediately prior to the Closing; provided, however, that the Transferred Employees that are parties to the employment agreements which are assumed pursuant to Section 8.4(b) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may hereof shall not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller entitled to retain such employee for a reasonable time and purposeany rights under this Section 8.4(c). (d) BuyerSubject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, Generation for a period of at least one (1) year immediately following the Closing Date, Buyer shall, pursuant to plans and arrangements established or maintained by Buyer (the Subsidiaries of Generation shall be responsible for all Liabilities “Buyer Benefit Plans”), provide the Transferred Employees with pension, health and obligations welfare benefits which in the aggregate are substantially comparable to those which the Transferred Employees were provided under the Worker Adjustment Seller Benefit Plans (with the exception of equity-based Seller Benefit Plans , those plans set forth on Section 8.4(c) of the Buyer Disclosure Letter and Retraining Notification Act any other Seller Benefit Plans that contains similar benefits to those set forth on Section 8.4(c) of the Buyer Disclosure Letter) immediately prior to the Closing. Buyer shall ensure that the Buyer Benefit Plans treat employment with any of the Sellers or their respective Affiliates prior to the Closing the same as employment with any of Buyer and similar foreign, state its Affiliates from and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Date for purposes of eligibility, vesting, and benefit accrual under the Buyer agrees Benefit Plans (except (x) to indemnify Seller the extent giving such credit would result in duplication of benefits, (y) with respect to the benefits accruals under any defined benefit plan (whether or not tax qualified) and (z) any Buyer Benefit Plan which provides severance benefits). (e) Effective immediately after the Closing, Buyer shall cause the Transferred Employees to defend and hold Seller harmless for any breach of such responsibility and be covered by one or more medical benefit plans (“Buyer’s indemnification of Seller Medical Plans”) which shall provide benefits to the Transferred Employees and their dependents which in this regard specifically includes the aggregate are substantially comparable to the benefits which were provided to the Transferred Employees and their dependents by the applicable Seller’s medical plans. Buyer’s Medical Plans shall not contain any Claim by “pre-existing conditions” exclusions or limitations or “actively at work” requirements which would cause any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring their dependents to be excluded from Buyer’s Medical Plans immediately after the Closing Date and Seller’s costs, including reasonable attorney’s feesClosing. Buyer shall give effect, in defending determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Claimsemployees for the calendar year in which the Closing occurs under any welfare benefit plans maintained or contributed to by the applicable Seller for their benefit immediately prior to the Closing Date. (ef) Effective as of the Closing Date, Buyer shall establish or designate a defined contribution retirement plan which is qualified or eligible for qualification under Section 401(a) of the Code (“Buyer’s 401(k) Plan”). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, each Transferred Employee who participates in the ▇▇▇▇▇▇’▇ Entertainment, Inc. Savings and Retirement Plan, the Grand Casinos 401(k) Savings Plan or the Restated Park Place Entertainment Corporation 401(k) Savings Plan, as applicable (the applicable plan for each Seller, the “Seller 401(k) Plan”) who satisfies the eligibility requirements of Buyer’s 401(k) Plan shall become eligible to participate in Buyer’s 401(k) Plan on the date he or she becomes an employee of Buyer and shall be credited with eligibility service and vesting service for all periods of service with the applicable Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each or any other entity if so credited with such records and information as may be necessary and appropriate to carry out their respective obligations service under this Section 5.6.the Seller 401(k)

Employee Matters. (a) Not less It is the intent of the Parties that, prior to the Scheduled Closing Date, Buyer shall review its employee requirements and conduct interviews (to the extent, in its sole discretion, it so desires) of the Affected Employees with a view to offering employment to a significant number of the Affected Employees. Without limiting the generality of the foregoing, the Parties acknowledge that if the Approval and Vesting Order of the Court does not provide for a stay of proceedings that stays the rights of Third Parties to terminate, change, or otherwise replace the operator, or otherwise prevent the assignment of such operatorship from the operator to its designated assignee, such that Buyer is not guaranteed to be appointed or to have its designee appointed as the successor operator of those Oil and Gas Assets that Seller currently operates, then Buyer’s employee requirements (together with its offers of employment to Affected Employees) will be materially reduced. Seller shall provide Buyer with reasonable access to meet the Affected Employees. Such access shall be provided at the offices of Seller, or such other reasonable location as may be specified by Seller and agreed by Buyer, during normal business hours. (b) No later than thirty twelve (3012) days prior to the Scheduled Closing Date, Buyer shall make the offers of employment contemplated in Section 8.5(a). Buyer shall provide Seller with a form of offer it will use at least two (2) Business Days prior to the offers being delivered to any Affected Employees. All offers of employment shall be made in accordance with the following: (i) each offer of employment shall be conditional on Closing Date, Buyer may offer employment, commencing as of occurring and shall be effective at 12:01 a.m. on the day following the Closing Date; (ii) each offer of employment shall be open for acceptance for at least seven (7) days, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter and shall expire not later than four (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (204) Business Days prior to the Scheduled Closing Date; (iii) Buyer's offer of employment shall include provision for compensation, and benefits, including responsibilities, hours of work, location and shift scheduling, that, with respect to each such employee, are in the aggregate substantially similar to the compensation, benefits and other work terms in effect for such employee immediately prior to the Closing Date; and (iv) Buyer's offer of employment shall also indicate that, for the purposes of common law pay in lieu of notice on termination of employment with Buyer and for purposes of eligibility for participation in Buyer’s employee group insured benefits arrangements, as applicable, the period of employment of an Employee who accepts an offer from Buyer shall notify be deemed to include the period of employment with Seller as set out in the Employee List; provided, in each case that, certain of the Schedule 5.6offers of employment may (at the sole discretion of Buyer) be conditional on the Approval and Vesting Order of the Court providing for a stay of proceedings that stays the rights of Third Parties to terminate, change, or otherwise replace the operator, or otherwise prevent the assignment of such operatorship from the operator to its designated assignee, such that Buyer is guaranteed to be appointed or to have its designee appointed as the successor operator of those Oil and Gas Assets that Seller currently operates. (ac) Not later than three (3) Business Days prior to the Scheduled Closing Date Buyer shall provide Seller with a complete list of Affected Employees who have accepted Buyer’s offers of employment from Buyer (each a "Transferring Employee") and a complete list of Affected Employees who rejected ▇▇▇▇▇'s offer of employment. After Notwithstanding the foregoing, in respect of any Transferring Employee on short term disability, long term disability or any other approved leave of absence, at the Closing Date, the effective date of such employment shall not be the Closing Date, but, rather, the terms of Buyer's offer of employment to any such individuals shall specify that the offer is conditional upon the Transferring Employee being capable of returning to work with proper accommodation and the date hereof and on which such Transferring Employee returns to work shall be the effective date of employment. (d) Seller shall terminate the employment of each Transferring Employee effective the end of the day on which Closing occurs, except those Transferring Employees who, prior to the Closing Date, Seller shall provide Buyer are terminated for cause, retire, voluntarily resign or, with access▇▇▇▇▇'s consent, during reasonable business hours and upon reasonable noticeare terminated without cause. If, to within the Schedule 5.6 six (a6) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) month period commencing at the Closing Date, together with the continuing employees Buyer employs, or hires as a contractor, any of the Material SubsidiariesAffected Employees who, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following at the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee Date (i) of Seller or its Affiliates who is had not a Schedule 5.6(a) Employee or accepted an offer from Buyer, and (ii) of Energy or its Affiliates without the prior written consent of was terminated by Seller as a result thereof, then Buyer shall promptly so notify Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for and shall reimburse Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and severance, termination or similar foreignamounts, state and local rulesif any, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees paid to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim Affected Employee by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Seller and Buyer and Seller shall cooperate as reasonably necessary to implement at Closing enter into the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6TSA.

Employee Matters. (a) Not less than thirty (30) Each Seller shall terminate the employment of all Business Days prior to Employees with the applicable Seller, effective upon the Closing Date, and simultaneous therewith Buyer shall offer employment to each Business Employee (or with respect to Business Consultants shall offer the opportunity to continue to provide consulting services to the business) effective upon the Closing Date on an “at will” basis at the same salary or hourly wage rate and upon substantially similar terms and conditions of employment or consultancy, as the case may be, as those applicable to each Business Employee or Business Consultant immediately prior to the Closing; provided, however, that Buyer may amend or modify such terms and conditions of employment or consultancy after the Closing as it shall determine in its sole discretion. (b) Notwithstanding the foregoing, with respect to each Business Employee identified on Schedule 5.6 who is on a leave of absence from the Business at the time of the Closing, such Business Employee shall remain an employee of the applicable Seller, unless and until such time as such Business Employee returns from such approved leave of absence, at which time such Seller shall terminate the employment of such Business Employee and Buyer shall offer employmentemployment to each Business Employee on an “at will” basis at the same salary or hourly wage rate and upon substantially similar terms and conditions of employment as those applicable to such Business Employee immediately prior to the Closing; provided, commencing however, that Buyer may amend or modify such terms and conditions of employment after the Closing as of it shall determine in its sole discretion. (c) Effective on the Closing Date, each Seller shall, and hereby does, release all Business Employees from any employment, non-compete and/or confidentiality agreement previously entered into between such Seller and such Business Employees to the extent necessary to allow such individuals identified on Section 5.6(aBusiness Employees to serve Buyer. (d) Parent and Buyer agree as follows with respect to the transitional matters concerning tax-qualified 401(k) plans for the benefit of the Seller Disclosure Letter Business Employees: (the “Schedule 5.6(ai) Employees”) As soon as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to administratively practicable after the Closing Date, Buyer shall notify Seller adopt and implement a tax-qualified 401(k) plan for the benefit of the Schedule 5.6Business Employees (“Buyer’s 401(k) Plan”). (aii) Employees who have accepted As soon as administratively practicable after the adoption of Buyer’s offer 401(k) Plan, Parent shall cause the account balances of employment. After each Business Employee who participates in Parent’s 401(k) Plan, valued as of the date hereof and of transfer (the “Transfer Date”), to be transferred from the trust maintained under Parent’s 401(k) Plan (the “Parent 401(k) Trust”) to the trust maintained under Buyer’s 401(k) Plan (the “Buyer 401(k) Trust”), in accordance with Section 414(l) of the Code. Any shares of Seller or Parent stock held in a Business Employee’s account under Parent’s 401(k) Plan shall be sold prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours Transfer Date and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, cash proceeds from such sale shall be referred transferred to herein as “Transferred Employees,” and each Schedule 5.6 (aBuyer 401(k) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following Trust and, unless the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller 401(k) Plan provides otherwise, initially invested in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Sellerdefault investment fund maintained under Buyer’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.401(k)

Employee Matters. (a) Not less than thirty (30) Business Days prior Prior to Closing Seller shall take or cause each of the Companies to take the following actions with respect to the Closing Date, Buyer may offer employment, commencing as Company Employees: (i) terminate or transfer the employment of each of the Closing Date, to such individuals identified Company Employees listed on Section 5.6(aSchedule 5.20(a)(i) of the Seller Disclosure Letter (the “Schedule 5.6(a) Corporate Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller out of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer Companies to Seller or an Affiliate of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable noticeSeller, in a manner that causes minimum disruption will not result in any Liability to the operations Companies for severance or payment of Seller. Each unpaid, accrued PTO other than Liability reflected in the determination of Net Working Capital; (ii) terminate, pay or otherwise assign liability in such a manner that none of the Schedule 5.6 Companies shall have any Liability, for any stay bonus or change of control payments owed to a Company Employee as a result of this Agreement or the Closing, or change in control agreements applicable to Company Employees (a) the “Change in Control Payments”); the Continuing Employees who commences employment with Buyer effective as are recipients of (or who is all such potential Change in Control Payments are identified on approved leave of absence onSchedule 5.20(a)(ii) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeehereto.” (b) Following To the Closing extent not included in the determination of Net Working Capital, Seller will be responsible for a period paying, or reimbursing Purchaser if Purchaser has paid or is responsible for payment of one any (1i) yearChange in Control Payments, none (ii) severance or PTO with respect to the Corporate Employees, or (iii) the employer portion of Buyerany employment taxes incurred upon payment of the amounts referred to in clauses (i) and (ii) (collectively the amounts under (i), Generation or their Affiliates shall hire in any capacity (whether as an ii) and (iii) above with respect to each employee, consultantthe “Reimbursed Amount”). The Reimbursed Amount shall be payable as soon as practicable following receipt of notice from Purchaser to Seller. At Seller’s request, independent contractor Purchaser will make Change in Control Payments on behalf of Seller, provided Seller pre-funds or otherwise) any Non-Hired Employee who has been terminated by, otherwise makes arrangements satisfactory to Purchaser to cover the amount of such Change in Control Payments and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable the employer portion of any employment taxes incurred upon payment of such severance compensationChange in Control Payments. (c) Following Notwithstanding anything in this Agreement to the Closing for a period of one (1) yearcontrary, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation Purchaser shall be responsible for all Liabilities and obligations under ensuring that the termination of any Continuing Employees on or after the Closing, combined with termination of Company Employees by the Companies prior to the Closing, complies with the Worker Adjustment and Retraining Notification Act and any similar foreignor related state Law (collectively, state and local rules“WARN”). At Closing, statutes and ordinances resulting from Seller shall provide Purchaser with a list of Company Employees terminated within the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees 90 day period prior to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsClosing. (ed) Buyer Following the Closing, Purchaser shall honor the terms of all employment agreements applicable to Continuing Employees, and shall otherwise continue to employ the Company Employees who do not have employment agreements at a monetary compensation (consisting of base salary, commission rate and normal bonus opportunity) and on other terms and conditions that are at least as favorable in the aggregate as those provided to similarly situated employees of Purchaser. For a period of not less than twelve (12) months following the Closing, Purchaser shall provide severance benefits to each Continuing Employee (including any Continuing Employee who became eligible for such severance benefits after the date of the Original Agreement as a result of the reduction of the eligibility requirement from thirty-five to thirty hours per week (any such Continuing Employee, a “Newly Eligible Continuing Employee”) and including any Back to Back Employee) who does not remain employed by Purchaser on terms at least as favorable as the terms under the severance policies of Seller shall cooperate as reasonably necessary in effect immediately prior to implement the provisions date of the Original Agreement; provided, however, that if Purchaser pays severance to any Newly Eligible Continuing Employee in accordance with the requirements of this Section 5.6 and agree sentence, Seller promptly shall reimburse Purchaser for an amount equal to provide each other with the excess, if any, of the amount required by this sentence over the amount that would have been payable to such records and information as may be necessary and appropriate to carry out their respective obligations Newly Eligible Continuing Employee under Purchaser’s applicable severance policies in effect on the date of termination. Nothing contained in this Section 5.65.20(d) shall limit Purchaser’s ability to terminate any Continuing Employee following the Closing.

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) Not Regulations, 2003) and applicable laws (the applicable law governing transfer of employees in UK, Holland, Germany, France and other European countries), the contracts of employment between the Seller and the Business Employees who accept Offer Letters from Buyer shall have effect on and after Closing as if originally made between the Buyer and the Employees. Accordingly, as and from Closing, the Buyer shall continue the employment of such Business Employees on the terms and conditions of employment which applied to such Business Employees prior to Closing. Seller shall indemnify Buyer against any costs, claims, liabilities and expenses in relation to the employment of the Business Employees during the period up to Closing. Buyer shall indemnify Seller against any costs, claims, liabilities and expenses in relation to the employment, or termination of employment, of the Business Employees accepting Offer Letters from the Buyer as and from Closing. Each of Seller and Buyer shall comply with its obligations under Regulation 8 of the Transfer Regulations and applicable laws and shall indemnify the other in respect of any breach of such Regulations and applicable laws. The Buyer ensures that where Business Employees are governed by US employment contracts those Business Employees will be offered terms and conditions no less favourable than thirty (30) those in existence. 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 Days Employees shall be given an Offer Letter by Buyer or an affiliate of Buyer. Such Offer Letters will, in addition to the terms identified above, provide that the offers of employment will be conditional on the completion of the transactions contemplated by this Agreement and that such offers of employment will be effective as of the Closing Date. Other than as required by applicable law or as set forth above, Buyer shall not be obligated to recognize or give credit for service or deemed service of the Offered Employees prior to the Closing Date, Buyer may offer employment, commencing as . The Seller Group agrees to administer the accrued benefits under the Employee Plans in respect of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are Continuing Employees materially in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or the terms thereof, (ii) of Energy or its Affiliates all applicable laws, including, without limiting the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any generality of the Transferred Employees for back payforegoing, front paythe applicable pension and tax legislation, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue and (iii) the administrative practices of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date applicable pension regulator and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimstax authorities. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty At least ten (3010) Business Days prior to the Closing Date, Buyer Acquiror or the Post-Closing Employer, as applicable, shall make offers of employment to those Business Employees it determines in its sole discretion, whose names are set forth on Section 5.12(a) of the Acquiror Disclosure Schedules, as may be updated by Acquiror or the Post-Closing Employer, as applicable, prior to the tenth Business Day preceding the Closing Date (the “Offered Employees”), with all such offers of employment subject to the satisfaction of Acquiror’s drug testing, background check and other customary pre-employment requirements (collectively, “pre-employment requirements”). Each Offered Employee shall have at least three (3) Business Days from the receipt of such an offer to accept or reject the offer of employment, commencing subject to the pre-employment requirements. Offered Employees who accept Acquiror’s offer of employment (and satisfy the pre-employment requirements) shall become employees of Acquiror or the Post-Closing Employer as of the Closing Date, Date or such later return to active employment (with such individuals identified on Section 5.6(a) hired Offered Employees referred to herein as the “Transferred Employees” as of the Seller Disclosure Letter (Closing Date or such later return to active employment and subsequent hire date). The Company and its Affiliates shall not attempt to influence any such Business Employee not to accept his or her offer of employment from Acquiror, provided that neither the “Schedule 5.6(a) Employees”) as it may determine in Company nor any of its discretionAffiliated will be required to tell a Business Employee that if the Business Employee does not accept his or her offer of employment from Acquiror, he or she will not continue to be employed by Parent or a Subsidiary. Buyer The Company and the Member shall take all steps necessary permit Acquiror to ensure that its hiring decisions and practices in this regard are in accordance meet with Applicable Law. Not fewer than twenty (20) Business Days the Offered Employees to discuss the offers of employment prior to the Closing DateDate at such times and dates that are mutually agreeable to the Company and Acquiror. Nothing in this Agreement shall affect Acquiror’s or the Post-Closing Employer’s right to terminate the employment of any Transferred Employee at any time on or after the date he or she becomes a Transferred Employee, Buyer shall notify Seller with or without cause or advance notice. Except as provided in this Section 5.12(a), it is understood and agreed that (i) Acquiror’s intention to extend offers of employment (or have the Schedule 5.6 (a) Employees who have accepted Buyer’s offer Post-Closing Employer extend offers of employment. After ) to Offered Employees shall not constitute any commitment, contract, or understanding (expressed or implied) of any obligation on the date hereof and prior to part of Acquiror or the Post-Closing DateEmployer, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable noticeas applicable, to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Acquiror or the Schedule 5.6 (a) Post-Closing Employer may establish with particular Transferred Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process(ii) unless otherwise agreed upon between Acquiror or Post-Closing Employer and particular Transferred Employees, during reasonable business hours and upon reasonable noticeemployment offered by Acquiror or the Post-Closing Employer, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiariesapplicable, shall be referred to herein as “Transferred Employees,at will.” and each Schedule 5.6 (a) Employee who is not a Transferred Employee Nothing in this Agreement shall be referred deemed to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation prevent or their Affiliates shall hire restrict in any capacity (whether way the right of Acquiror or the Post-Closing Employer, as an employeeapplicable, consultantto terminate, independent contractor or otherwise) any Non-Hired Employee who has been terminated byreassign, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services ofpromote, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by demote any of the Transferred 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 employees. At the request of Member, Acquiror or Post-Closing Employer will condition each offer of employment to a Business Employee or any other employee of Parent or a Subsidiary upon the employee’s waiving any right the employee might have to receive severance payments from Parent or a Subsidiary. For the avoidance of doubt, none of Acquiror or the Post-Closing Employer or the Company shall be responsible for back pay, front pay, benefits any severance amounts paid or compensatory payable by Parent or punitive damages, its Affiliates in connection with termination of employment from the Parent or any Claim by any Governmental Authority for penalties regarding any issue of prior notification its Affiliates in connection with this transaction or otherwise. (or lack thereofb) of any plant closing or mass layoff occurring after For the period commencing on the Closing Date and Seller’s costscontinuing through the date that is three (3) months following the Closing Date, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller Acquiror shall cooperate as reasonably necessary to implement or shall cause the provisions of this Section 5.6 and agree Post-Closing Employer to provide each other with such records to eligible Transferred Employees: (i) severance payments upon termination of employment by Acquiror or Post-Closing Employer no less favorable than as provided in Acquiror’s or its Affiliate’s severance guidelines set forth on Section 5.12(b) of the Acquiror Disclosure Schedule and information (ii) annual vacation and paid time off accruals no less favorable than as may be necessary provided in Acquiror’s or its Affiliate’s vacation and appropriate to carry out their respective obligations under this Section 5.6paid time off guidelines set forth on Schedule 5.12(b) of the Acquiror Disclosure Schedule.

Employee Matters. Purchaser shall extend to those employees of the Business set forth on Schedule 6.3(a) (a) Not less than thirty (30) Business Days the “Employees”), an offer of employment in a position that is comparable to such Employee’s position immediately prior to the Closing Date(including level of responsibility, Buyer may offer primary location of employment, commencing as of and authority) on the Closing Date, to such individuals identified on terms set forth in this Section 5.6(a) of the Seller Disclosure Letter 6.3 (the “Schedule 5.6(a) EmployeesTransfer Offer”) as it may determine in its discretionthat, if accepted, shall become effective immediately upon the Closing. Buyer shall take all steps necessary to ensure that its hiring decisions Employees who accept such Transfer Offers and practices in this regard are begin employment with Purchaser in accordance with Applicable Law. Not fewer than twenty (20this Section 6.3(a) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,.” and 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 Schedule 5.6 (a) such Transferred Employee who is not a has accepted that offer. Effective as of the Closing, each Transferred Employee shall cease to be referred an employee of Seller and its Affiliates and shall cease to herein as 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 “Non-Hired Employee.” (b) Following termination of employment of any Transferred Employee prior to or upon the Closing for consummation of such transactions. For a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, year from and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following after the Closing for a period of one (1) yearDate, none of Buyer, Generation or their Affiliates Purchaser shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee 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 years of service with Seller and its Affiliates before the Closing Date, except to the extent such credit would result in a duplication of benefits. Without limiting the generality of any other provision of this Agreement: (i) each Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all Purchaser Plans; (ii) for purposes of each Purchaser Plan providing welfare benefits, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Plan to be waived for such Transferred Employee and his or her covered dependents (unless such exclusions or requirements were applicable under the corresponding Seller Plans); and (iii) Purchaser shall cause any co-payments, deductible and other eligible expenses incurred by such Transferred Employee or his or her covered dependents under the Seller Plan providing medical, dental, hospital, pharmaceutical, or vision benefits during the plan year in which the Closing Date occurs to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year of each comparable Purchaser Plan. Without limiting the generality of any other provision of this Agreement, as soon as reasonably practicable on or after the Closing Date, Purchaser shall have in effect, and shall permit the Transferred Employees to participate in, one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and a related trust exempt from tax under Section 501(a) of the Code) (as applicable, the “Purchaser 401(k) Plan”). Purchaser shall cause the Purchaser 401(k) Plan to accept a “direct rollover” to such Purchaser 401(k) Plan of the account balances of each Transferred Employee (including promissory notes evidencing outstanding loans) under any Seller Plan that is a 401(k) plan, if such direct rollover is elected in accordance with applicable Law by such Transferred Employee. Purchaser shall assume all Liabilities and obligations related to, and honor, all vacation days and other paid-time-off accrued or earned, but not yet taken, by each Transferred Employee as of the Closing Date. If such vacation days or other paid time off is required by applicable Law to be paid by Seller upon the Closing, Purchaser shall reimburse Seller for any such Liabilities. Purchaser shall assume all Liabilities associated with relocating and up to an aggregate maximum of $ , and shall reimburse Seller to the extent Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or pays any such expenses. Purchaser and its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for compliance with the requirements of Section 4980B of the Code and the rules and regulations thereunder with respect to all Liabilities individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. The provisions of this Section 6.3 are for the sole benefit of the Parties to this Agreement and obligations nothing herein, express or implied, is intended or shall be construed to confer upon or give any Person (including for the avoidance of doubt any Employees or Transferred Employees), other than the Parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the matters provided for in this Section 6.3 or under or by reason of any provision of this Agreement). Nothing contained herein, express or implied shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement. Purchaser will, or will cause its Affiliates to, provide any required notice under the federal Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”) and to otherwise comply with the WARN Act with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar foreign, state event affecting Employees (including as a result of the consummation of transactions contemplated by this Agreement) occurring from and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing DateClosing. Buyer agrees to indemnify Seller Purchaser will not, and to defend and hold Seller harmless for will cause its Affiliates not to, take any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits action on or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s coststhat would cause any termination of employment of any Employees by Seller or its Affiliates occurring prior to the Closing to constitute a “plant closing,” “mass layoff” or group termination or similar event under the WARN Act, including reasonable attorney’s fees, in defending or to create any such ClaimsLiability or penalty to Seller or any of its Affiliates for any employment terminations under Law. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty On the date hereof, Purchaser shall (30or shall cause its Affiliate to) Business Days offer employment (or, in the case of independent contractors who are Transferable Workers, engagement) in writing to each of the Transferable Workers who remain employed or engaged by Seller as of such date, to commence employment or service upon a date after Initial Closing mutually agreed upon by the Parties and as specified in each respective offer (each date as applicable, a "Start Date"). (b) On the date hereof, Purchaser shall (or shall cause its Affiliate to) offer employment (or, in the case of independent contractors who are [***], engagement) in writing to each of the [***] who remain employed or engaged by Seller as of such date (each such [***] together with each such Transferable Worker who is made an offer pursuant to Section 6.12(a), an "Offered Worker"). (c) Each such offer shall be conditioned on such Offered Worker satisfactorily completing Purchaser's (or its relevant Affiliate's) standard hiring procedures (including, without limitation, a background check) and signing or receiving (as applicable) the New Hire Documents provided by Purchaser in connection with such offer of employment or engagement. Such offers shall require each Offered Worker to return a signed writing (such as an offer letter or contractor agreement) manifesting each such Offered Worker's assent to the offer, prior to the Closing applicable Start Date, Buyer may . Each such Offered Worker who accepts his or her offer employment, commencing of employment or engagement as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices described in this regard are in accordance Section 6.12 and who actually commences employment or engagement with Applicable Law. Not fewer than twenty (20) Business Days prior Purchaser on or after the Initial Closing or on or after July 31, 2023, with respect to the Closing DateOffered Workers who are Transferable Workers or [***], Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Daterespectively, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee"Transferred Worker.”" (bd) Following Seller shall perform and discharge all of its obligations in respect of each Transferred Worker arising up to each respective Start Date. Seller shall pay, or shall cause to be paid, a lump sum payment to each applicable Transferred Worker on or around each respective Start Date, for accrued and unused vacation and/or paid time off (except where prohibited by applicable Law) to any Transferred Worker where required by and in accordance with applicable Laws. To the Closing extent (and solely to the extent) necessary for a period any Transferred Worker to perform services in connection with such Transferred Worker's employment or engagement with Purchaser or its Affiliate, Seller or an Affiliate of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated bySeller shall, and received severance compensation fromdoes hereby automatically, release effective as of the respective Start Date each Transferred Worker from any existing non-competition or non-solicitation, owed to Seller unless and until Buyer reimburses Seller for a reasonable portion or any of such severance compensationits Affiliates. (ce) Following Subject to Section 10.6, the Closing for a period timing and content of one (1) year, none any announcement or notification to Seller's employees with respect to the transactions contemplated by this Agreement or any compensation profiles or offers of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services ofindependent contractor agreements or related communications to individual employees or independent contractors of Seller shall be subject to the approval, which shall not be unreasonably withheld, of each of Purchaser and Seller. Except with respect to any announcement or notification covered by the preceding sentence, Seller shall allow Purchaser, and Purchaser shall allow Seller, reasonable time to comment (and will consider in good faith the comments of Purchaser and Seller, respectively and as applicable) prior to sending any notices or other communication materials relating to the transactions contemplated by this Agreement to Transferable Workers or [***] of Seller. (f) Purchaser and Seller agree to utilize, or hire cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320 (Aug. 18, 2004) for wage reporting with respect to any capacity Transferred Workers. (whether as an employeeg) At the Initial Closing, consultant, independent contractor or otherwise) Seller will provide to Purchaser a list of the number and site of employment of any employee (i) employees of Seller or its Affiliates who have experienced an employment loss (as defined in the WARN Act) within 90 days prior to the Initial Closing and who are located at a site of employment where Transferred Workers will be located following the Initial Closing, along with the date of the employment loss or layoff. (h) For [***] following the Initial Closing (or, if later, the Start Date of the relevant Transferred Worker), Purchaser shall provide to each Transferred Worker (i) a base salary or wage rate and target cash incentive opportunity that, in each case, is not a Schedule 5.6(a) Employee or no less favorable in the aggregate than those provided to such Transferred Worker by Seller as of immediately prior to the applicable Start Date, and (ii) employee benefits that are no less favorable in the aggregate than the better of Energy those provided to (A) such Transferred Worker immediately prior to the applicable Start Date and (B) similarly-situated employees of Purchaser. Additionally, Purchaser shall provide each Transferred Workers with a target cash incentive opportunity for calendar year 2023 based on the target amounts and base salary for each Transferred Worker as is set forth on Schedule 6.12(h). [***]. In addition, subject to the continued service of the applicable Transferred Worker through the date of grant, Purchaser shall promptly, and in any event within six (6) months following the Initial Closing, grant to the Transferred Workers the equity awards that are substantially similar in the aggregate to those that such Transferred Workers enjoyed immediately prior to the Initial Closing and shall send to Seller an officer's certificate setting forth such grants and certifying compliance with this covenant. For purposes of determining eligibility to participate and entitlement to benefits where length of service is relevant under any Purchaser compensation or benefit plan, program or arrangement (a "Purchaser Plan") and to the extent permitted by applicable Law, Purchaser shall provide the Transferred Workers with service credit under each Purchaser Plan for their period of service with Seller prior to the applicable Start Date, except that the foregoing shall not apply to the extent such credit would result in a duplication of benefits for the same period of service. To the extent permitted by a Purchaser Plan: (x) each Transferred Worker shall be eligible to participate in any and all Purchaser Plans to the extent that coverage under such Purchaser Plans replaces coverage under comparable Employee Plans in which such Transferred Worker participated immediately prior to the applicable Start Date; and (y) for purposes of each Purchaser Plan providing medical, dental, pharmaceutical or vision benefits to any Transferred Worker, Purchaser shall use commercially reasonable efforts to (A) cause all pre-existing condition exclusions of such Purchaser Plan to be waived for such Transferred Worker (and his or her covered dependents), to the extent such conditions or requirements have been satisfied by the Transferred Worker (and his or her covered dependents) under the equivalent Employee Plan prior to the applicable Start Date; and (B) provide each Transferred Worker (and his or her covered dependents) with credit under the applicable Purchaser Plan for any co-payments and deductibles paid by the Transferred Worker (or his or her covered dependents) for purposes of satisfying any applicable deductible or out-of-pocket requirements under such Purchaser Plan. (i) Nothing contained in this Section 6.12, or elsewhere in this Agreement, shall confer upon any Facility Worker, employee or other service provider to Seller or its Affiliates without or any legal representative or beneficiary of any such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or continued employment for any specified period, or level of compensation or benefits, nor shall anything in this Agreement constitute the prior written consent establishment, adoption, modification, amendment or termination of Sellerany Employee Plan or any other employee benefit plan, which may not be unreasonably withheldprogram, conditioned policy, arrangement or delayed absent significant business rationale for agreement maintained by Purchaser, Seller to retain such employee for a reasonable time and purposeor their respective Affiliates. (dj) BuyerPurchaser shall enter into an agreement with a replacement payroll provider for the facilitation of payment services of any compensation owed to the Transferred Workers, Generation and the Subsidiaries of Generation such services shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any effective as of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Initial Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims(the "Payroll Agreement"). (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty 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 (30) Business Days each, an “Offeree”), except for the Mexican Employees. Such “at-will” employment arrangements will supersede any prior employment agreements and other arrangements with 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 may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine under this Agreement and are and shall be in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employeesaddition to, and Buyer agrees that it shall use its best efforts to conduct its hiring processnot limit or be limited by, during reasonable business hours the Employee Documentation and upon reasonable notice, in a manner that causes minimum disruption to the operations of Sellerany other agreements and restrictions required by Parent and/or US Buyer). Each of the Schedule 5.6 Offerees who executes and delivers his or her acceptance of an offer of employment or employment agreement (a) Employees who commences employment with in either case, an “Offer Letter”), and associated employment-related documents including US Buyer effective 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 Documentation”), within the reasonable deadline set by the Offer Letter and becomes an employee of (US Buyer or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee Parent shall be referred to herein as a “Non-Hired Employee.”” Following the delivery of each Offer Letter by US Buyer or Parent, the Company and its Subsidiaries shall use their commercially reasonable efforts to 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 the Company or any of its Subsidiaries. (b) Following Prior to the Closing for a period of one (1) yearDate, none of the Company shall cooperate with Parent and US Buyer, Generation if and to the extent reasonably requested by Parent and US Buyer, to (i) allow Parent, US Buyer and their respective representatives to conduct, with the Company’s prior written consent (not to be unreasonably conditioned, delayed or their Affiliates shall hire in any capacity withheld), employee orientation sessions (whether as an employeewith such sessions to be held during scheduled work hours at times reasonably agreed to by the Company, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated byon the one hand, and received severance compensation fromParent and US Buyer, Seller unless on the other hand) and until to meet with the Offerees (either individually or in groups) during breaks, outside of scheduled work hours or as otherwise agreed to by the Company, Parent and US Buyer, and (ii) with the Company’s prior written consent (not to be unreasonably conditioned, delayed or withheld), provide information to employees regarding Parent’s or US Buyer’s (or any of their Subsidiaries’) employee benefit plans and allow Parent, US Buyer reimburses Seller for a and their respective representatives to conduct an open enrollment period to enable potential employees of Parent and US Buyer to make benefit enrollment elections under such employee benefit plans of Parent and US Buyer (or any of their Subsidiaries) that will be made available (if any) to employees of Parent and US Buyer on and after the Closing. Representatives of the Company will be permitted and provided reasonable portion of such severance compensationopportunity to attend any meetings. Nothing in this Section 6.8(b) shall apply to the Mexican Employees. (c) Following The Company shall afford Parent and the Closing Buyers and their respective representatives reasonable access to the Offerees so that Parent can acquire information pertaining to the duties, responsibilities, qualifications and performance of such Persons. Such access shall be for a period purposes including interview and testing of one (1) year, none of Buyer, Generation the Offerees for qualification for employment and or their Affiliates shall directly association with the applicable Buyer or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeParent. (d) Buyer, Generation and the Subsidiaries of Generation The Company shall be responsible for all Liabilities severance and obligations under other similar costs related to the Worker Adjustment and Retraining Notification Act and similar foreigntermination of any Offerees in connection with the transactions contemplated by this Agreement, state and local rules, statutes and ordinances resulting from which for the actions avoidance of Buyer, Generation and the Subsidiaries of Generation after the Closing Datedoubt shall be considered Excluded Liabilities. Buyer agrees to indemnify Seller and to defend and hold Seller harmless The Company shall also be responsible for any breach Liability related to the termination of any of its or its Subsidiaries’ Employees and related to any such responsibility and BuyerEmployee’s indemnification of Seller employment or other service relationship with the Company or its Subsidiaries. Notwithstanding anything in this regard specifically includes any Claim by any Agreement to the contrary, no Hired Employee, no Offeree, and no other employee of the Transferred Employees for back pay, front pay, benefits Company or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue its Subsidiaries shall be deemed to be a third-party beneficiary of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsthis Agreement. (e) The Company shall pay all wages, including accrued and unused vacation, paid time off, incentive compensation, severance pay, and all other compensation that is or becomes due to the Hired Employees in relation to their employment with and end of their employment with the Company or its Subsidiaries by the date required under applicable Law. In so doing, without limiting the foregoing, the Company shall cash out any accrued unused vacation, sick leave, time off days accrued, or any other accrued unused paid time off, if applicable under its policies, of all Employees of the Company or its Subsidiaries which has accrued through and including the Closing Date, and US Buyer and Seller its Affiliates shall cooperate as reasonably necessary to implement the provisions of have no Liability for any such accrued unused paid time off. Nothing in this Section 5.6 6.8(e) shall apply to the Mexican Employees. (f) On the Closing Date, Ooyala Mexico shall transfer the Mexican Employees to Mexico Buyer. For employment purposes, Ooyala Mexico and agree Mexico Buyer shall implement an employer substitution process (sustitución patronal) in accordance with Article 41 of the FLL, in terms of which such individuals will be transferred from Ooyala Mexico as substituted employer (patrón sustituido) to provide Mexico Buyer (patrón sustituto) (the “Employer Substitution”). Ooyala Mexico and Mexico Buyer will formalize the Employer Substitution by jointly delivering, on the Closing Date, to each Mexican Employee an individualized written employer substitution notice indicating that Mexico Buyer will become the new employer, and stating that Mexico Buyer recognizes the Mexican Employees’: (i) seniority, (ii) salary, (iii) position, (iv) benefits, and (v) any other employment conditions that were previously agreed or recognized by Ooyala Mexico. Furthermore, on the Closing Date, Ooyala Mexico and Mexico Buyer shall enter into an employer substitution agreement providing the terms and conditions of the Employer Substitution (the “Employer Substitution Agreement”). For social security purposes Ooyala Mexico and Mexico Buyer shall implement an employer substitution process (sustitución patronal) in accordance with such records article 290 of the SSL. Ooyala Mexico and information Mexico Buyer will formalize the Employer Substitution by preparing and submitting notice of employer substitution with the IMSS. Mexico Buyer shall register as may be necessary a new employer with the IMSS and appropriate shall obtain Ooyala Mexico’s current classification in the workmen’s compensation insurance through the employer substitution process with the IMSS. (g) For the purposes of implementing the Employer Substitution, Ooyala Mexico and Mexico Buyer, shall ensure that: (i) the entity (or entities) designated by the Buyers recognizes vis-à-vis the Mexican Employees all employment conditions (including salaries, benefits and seniority) granted by Ooyala Mexico to carry out their respective obligations under this Section 5.6the Mexican Employees immediately prior to the Closing Date, (ii) in connection with the Employer Substitution, the workplace(s) of the Mexican Employees are not changed, and (iii) in connection with the Employer Substitution, no disruption of the employment relationships of the Mexican Employees occurs.

Employee Matters. (ai) Not less Part I of Schedule 6(c) sets forth all of the employees of Seller who have significant responsibilities with respect to the Affordable Housing Group. Buyer shall, no later than thirty 30 days after the execution hereof, deliver to Seller a list of the employees of Seller listed on Part I of Schedule 6(c) that Buyer does not wish to employ after the closing (30the "LIST OF NON-HIRED EMPLOYEES"). Seller shall cause all employees listed on the List of Non-Hired Employees, at or before Closing, to be terminated or transferred to other employment of Seller, and shall be responsible for any severance obligations to these employees. Buyer shall, at Closing, offer employment to all employees listed on Part I of Schedule 6(c) Business Days prior who are not included on the List of Non-Hired Employees. In the event any employee listed on Part I of Schedule 6(c) declines to accept such employment with Buyer, Seller shall be responsible for any severance obligations. (ii) After the Closing Date, Buyer may offer employmentagrees to provide salaries and wages to any employees of Seller who transfer to the employment of Buyer or its Affiliates (the "EMPLOYEES") that are at least as great as the salaries and wages as paid by Seller on the date immediately preceding the Closing Date; provided, commencing however, that (A) any bonus or similar incentive payments shall be based upon Buyer's practices and not the practices of Seller, and (B) any raises in base salary in excess of 10% from the base salary in place at December 31, 1997, shall only be considered in Buyer's sole discretion. Buyer also agrees to provide Employees (under employee plans sponsored by Buyer) the same employee benefits plans as provided to similarly situated employees of Buyer or its Affiliates. Further, Buyer shall (A) waive, or cause the Affordable Housing Group or any Affiliate of Buyer to waive, any preexisting condition limitations applicable to the Employees and any covered dependents under the group medical plan of Buyer or its Affiliates, (B) ensure that Employees are given full credit for all copayments and deductibles incurred by such Employees and covered dependents under the applicable group medical plan of Seller or the Affordable Housing Group for the 1997 and 1998 plan year, and (C) cause any Employee Pension Benefit Plan that is intended to be qualified under section 401 of the Code to credit Employees for participation and vesting purposes under such plan for their period of employment with Seller and its predecessors to the extent such predecessor employment was recognized by any tax-qualified pension plan of Seller, and credit Employees for their period of employment with Seller for purposes of participation or accruals under any vacation, sick leave or other service-based plan or policy of Buyer or its Affiliates. (iii) Buyer agrees that, if any employee of Seller who accepts employment with Buyer, any entity in the Affordable Housing Group or Affiliate of Buyer, is terminated from employment by any entity in the Affordable Housing Group, Buyer or any Affiliate of Buyer on or after the Closing Date but on or before the first anniversary of the Closing DateDate for any reason other than cause, or is required to transfer to a job location that is more than 25 miles from his or her current job location or to take a reduction in base rate of pay, but refuses such individuals identified on Section 5.6(atransfer or reduction and terminates his or her employment with Buyer or any Affiliate of Buyer or a Directly-Owned Company, Buyer shall provide, or cause the Directly-Owned Company or any Affiliate of Buyer to provide, the employee with (A) a lump sum cash severance payment equal to two weeks' base pay, plus three weeks' base pay for each year of service (taking into account service with Seller and its Affiliates and service with predecessor employers that is considered by Seller and its Affiliates under its existing severance programs) and rounding up any partial year of at least six months to at least one full year of service, with a total severance payment of not less than 12 weeks' base pay, and (B) continued health insurance coverage for the employee and his or her dependents under Part 6 of Title I of ERISA (COBRA) at a cost to the employee that is not in excess of the Seller Disclosure Letter cost of coverage for active employees of Buyer or its Affiliates (including the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to Directly-Owned Company after the Closing Date) who were formerly employed by Seller or its Affiliates. For purposes of this subparagraph (iii), termination shall be for cause if it is for conduct such as fraud, embezzlement, theft, commission of a felony, or any other criminal act against Buyer shall notify Seller of or its Affiliates (including the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to Directly-Owned Company after the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation). (civ) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities payment of the retention bonuses which it has agreed to pay the Employees and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of other payment obligations which it has to the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of periods prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsto Closing. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less Buyer or Buyer’s Affiliate may, on or after the Execution Date, interview any Business Employee and, with the Business Employee’s consent (to the extent such consent is required by Law), conduct employee screening and eligibility procedures as Buyer or its Affiliate may deem reasonably necessary with regard to such Business Employees. Subject to applicable Law, Buyer or its Affiliate shall be entitled to review copies of the personnel records maintained by SM Energy with respect to such Business Employee, and discuss such records and such Business Employee with SM Energy’s representatives. Buyer’s or its Affiliate’s interviews of the Business Employees as set forth in this Section 8.7 shall be conducted so as not to unreasonably interfere with the ordinary business operations of SM Energy prior to the Closing and prior to the end of the term of the Transition Services Agreement, and SM Energy shall exercise commercially reasonable efforts to cooperate with Buyer or its Affiliate and to facilitate Buyer’s or its Affiliate’s completion of its interview and screening procedures hereunder and shall not interfere with any employment offer or negotiations by Buyer or its Affiliates to employ any Business Employee or discourage any Business Employee from accepting employment with Buyer or its Affiliates. Notwithstanding the foregoing, the immediately preceding sentence will not prohibit SM Energy from offering any Business Employee the opportunity to relocate to SM Energy’s operations in Texas or North Dakota; provided, that such offers shall be limited to no more than thirty five Business Employees in total and, provided, further, that SM Energy shall not make any such offers during the period from the Execution Date until five (305) Business Days days prior to the Closing Date. (b) After the Execution Date, Buyer may and its Affiliates shall be authorized to communicate with any Business Employee regarding such Business Employee’s potential employment with Buyer or its Affiliate and Buyer and its Affiliates shall be authorized to communicate any offer of employment to any such Business Employee. Buyer shall use reasonable efforts to, not later than 5 days prior to Closing, deliver to SM Energy a final written list containing the name of each Business Employee to whom Buyer or its Affiliate intends to make or has made an offer of employment; provided, that such list shall in any event be delivered by Buyer to SM Energy no later than 30 days after the Closing Date. Such offers shall be for employment with Buyer or its Affiliate commencing as of the end of the term of the Transition Services Agreement or such earlier date (on or after the Closing Date) as Buyer may elect in its sole discretion, to or, if later, such individuals identified date on Section 5.6(a) which the applicable Business Employee returns from a leave of absence (so long as such return occurs within 90 days after the end of the Seller Disclosure Letter (term of the “Schedule 5.6(aTransition Services Agreement, or such later time as may be required by applicable Law) Employees”) as it may determine and shall be on terms and conditions determined by Buyer or its applicable Affiliate in its sole discretion. In the event Buyer shall take all steps necessary elects for an offer of employment to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days commence prior to the end of the term of the Transition Services Agreement and such Business Employee accepts such offer, then (x) Buyer will provide SM Energy with at least ten (10) days advance written notice and (y) if such Business Employee is necessary for providing any service under the Transition Service Agreement, then in its sole discretion, SM Energy may terminate providing such service as of the commencement date of the Business Employee’s employment with Buyer or any of its Affiliates to the extent such Business Employee was providing such service prior to commencing employment with Buyer or any of its Affiliates. Each such employment offer shall be subject to and conditioned upon the occurrence of the Closing and the satisfaction of Buyer’s or its applicable Affiliate’s applicable pre-employment screening processes. Each Business Employee that is offered employment with Buyer or its Affiliate and that accepts such offer shall, on such Business Employee’s Hire Date (as defined below), be terminated by SM Energy and SM Energy shall, or shall cause its Affiliate to, effective as of such Hire Date, waive and release any confidentiality, non-competition, non-disclosure or other agreements between SM Energy or any of its Affiliates and such Business Employee that would restrict or encumber such Business Employee’s ability to accept employment with Buyer shall notify Seller or its Affiliate or perform any of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer his or her duties as an employee of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use or its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of SellerAffiliate. Each of the Schedule 5.6 (a) Employees such Business Employee who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee its Affiliate shall be referred to herein as a “Non-Hired Continuing Employee” and the date of such Continuing Employee’s commencement of active employment with Buyer or its Affiliate shall be referred to herein as his or her “Hire Date.” (bc) Following the Closing SM Energy shall be responsible for a period of one (1) year, none of Buyer, Generation all compensation and benefits owing to each Continuing Employee with respect to periods prior to such Continuing Employee’s Hire Date. Buyer or their its Affiliate shall be responsible for all compensation and benefits owing to each Continuing Employee with respect to periods on or after such Continuing Employee’s Hire Date. Buyer and its Affiliates shall hire in have no obligations or liability with respect to any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Business Employee who has been terminated by, that does not become a Continuing Employee and received severance compensation from, Seller unless SM Energy shall remain solely responsible for all obligations and until Buyer reimburses Seller for a reasonable portion of liabilities relating to such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeBusiness Employees. (d) Buyer, Generation and For the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting period from the actions Execution Date through the first anniversary of Buyerthe Closing, Generation and the Subsidiaries of Generation after the Closing Date. (i) Buyer agrees to indemnify Seller that it will not, and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by will cause any of its Affiliates who make offers of employment to Business Employees pursuant to this Section 8.7 not to, solicit or hire any individual who is an employee of SM Energy as of the Transferred Employees for back payExecution Date other than any Business Employee; provided, front payhowever, benefits this Section 8.7(d) shall not prohibit soliciting or compensatory hiring any employee of SM Energy or punitive damagesany of its Affiliates that (x) is solicited by advertising on a website or in a newspaper or periodical of general circulation or (y) has terminated employment with (and not been rehired by) SM Energy or any of its Affiliates and (ii) SM Energy agrees that it will not, and will cause each of its Affiliates not to, solicit or hire any Claim employee of Buyer or any of its Affiliates; provided, however, this Section 8.7(d) shall not prohibit soliciting or hiring any employee of Buyer or any of its Affiliates that (x) is solicited by advertising on a website or in a newspaper or periodical of general circulation or (y) if such employee has terminated employment with (and not been rehired by) Buyer or any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsits Affiliates. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the The provisions of this Section 5.6 8.7 are solely for the benefit of the Parties and agree nothing in this Section 8.7, express or implied, shall confer upon any other Person (including any Business Employees or any legal representatives or beneficiaries thereof), any rights or remedies, including any right to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 5.68.7, express or implied, shall be (i) deemed an amendment of any SM Energy Benefit Plan or any other employee benefit plan, program or arrangement providing benefits to any Business Employee, or (ii) construed to prevent Buyer or its Affiliates from terminating or modifying to any extent or in any respect any employee benefit plan that Buyer or its Affiliates may establish or maintain.

Employee Matters. (a) Not less than thirty Buyer shall promptly (30) and in any event within two Business Days after the date of this Agreement) offer employment to all Company Employees, which employment shall be contingent on the Closing and take effect as of the Closing Date. Each such offer of employment shall be (i) on terms consistent with the requirements of this Section 7.5 and (ii) for a position comparable with such Company Employee’s position as of immediately prior to the Closing DateClosing. Except as otherwise provided in Section 7.5(d), Buyer may offer employment, commencing effective as of the Closing Date, Seller shall, or shall cause an Affiliate to, terminate the employment of all Company Employees and, shall pay to all such individuals identified Company Employees on Section 5.6(a) their last day of service with Seller all amounts due and payable as of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) Effective Time, including wages, commissions, salaries, fees, and accrued and unused paid time off, as it may determine in its discretionapplicable. Buyer shall take recognize all steps necessary to ensure that hours worked by Company Employees during the pay period in which the Closing occurs, including hours worked for Seller or its hiring decisions and practices in this regard are in accordance with Applicable Law. Not Affiliates during such pay period, for purposes of calculating overtime. (b) For not fewer than twenty 12 months immediately following the Closing Date (20or such shorter period in which the Transferred Employee (as defined below) Business Days is employed by Buyer (or an Affiliate of Buyer)), Buyer shall, and shall cause its Affiliates and the Company to, provide to each Company Employee who accepts ▇▇▇▇▇’s offer of employment and commences employment immediately following the Effective Time (such employees, the “Transferred Employees”): (i) base compensation that, on an individual-by-individual basis, is no less favorable than that provided to such Transferred Employee immediately prior to the Closing Date; and (ii) cash bonus opportunities that, on an individual-by-individual basis, are no less favorable than the total cash bonus compensation opportunities for which such Transferred Employee is eligible as of immediately prior to the Closing Date. Further, Buyer shall, and shall cause its Subsidiaries (including, for the avoidance of doubt, the Company) to, not involuntarily terminate each Transferred Employee for a period of at least three months immediately after the date upon which such Transferred Employee commences employment with Buyer (or an Affiliate of Buyer); provided, that the foregoing shall not restrict (during such period or otherwise) Buyer’s ability to terminate the employment of any Transferred Employee for “individual-specific cause,” as customarily defined in the employment context, but “cause” shall not include any group layoffs or other reductions in force. For the avoidance of doubt, ▇▇▇▇▇ shall not be liable in the event any Transferred Employee voluntarily resigns for any reason (and without constructive termination) or terminates due to death or disability. Further, for the avoidance of doubt, as of the Closing Date, the Transferred Employees shall cease active participation in any Employee Benefit Program. No later than the Closing Date, Buyer shall notify Seller of the Schedule 5.6(A) establish or cause to be established, at its own expense, all employee benefit plans for Transferred Employees or (B) cause eligible Transferred Employees to be eligible for participation in Buyer’s existing benefit plans, in each case, as necessary to comply with its obligations pursuant to this Section 7.5, as applicable. (ac) With respect to any Transferred Employees who have accepted are terminated by Buyer (or an Affiliate of Buyer’s offer ) within the first 12 months of employment. After the date hereof and prior to the Closing Date, Seller shall provide reimburse (i) the payments made by Buyer pursuant to the employment-related agreements or arrangements of Transferred Employees (which, for the sake of clarity, shall include the Retention Plan) assumed by Buyer in connection with accessthe transactions contemplated herein, during reasonable business hours (ii) any severance incurred at dollar amounts not materially greater than those that would have applied under Seller’s severance policy applicable to Transferred Employees as of immediately prior to the Closing as a result of the termination of such Transferred Employees’ employment under this Section 7.5(c) (provided, nothing herein shall prohibit or restrict Buyer from paying severance to any Transferred Employees in excess of those amounts that would have applied under Seller’s severance policies, it being understood that such excess amounts shall not be reimbursable by Seller (or any Affiliate of Seller) under this Section 7.5(c) or otherwise), and upon reasonable notice(iii) any other actual costs incurred by Buyer (or an Affiliate of Buyer) as a result of the termination of any Transferred Employees, in all cases up to a maximum aggregate amount equal to $35,000,000 (the “Reimbursement Pool”), less (a) any amount otherwise reimbursable under this Section 7.5(c), that constitutes a Transaction Expense and (b) any severance (at dollar amounts not materially greater than those that would have applied under Seller’s severance policy applicable to Transferred Employees as of the date hereof) or other actual costs incurred by Seller (or an Affiliate of Seller) as a result of Buyer’s failure to offer employment to any Company Employee pursuant to Section 7.5(a) or Section 7.5(d) or other termination of any Company Employees who are not Transferred Employees; provided that, in each case, Buyer provides Seller with reasonably acceptable evidence of such payments actually made. (d) Notwithstanding any provision of this Agreement to the contrary, to the Schedule 5.6 extent any Company Employee either (ai) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption provides services to the operations of Seller. Each Company pursuant to the terms of the Schedule 5.6 Transition Services Agreement (aeach, a “TSA Employee”) Employees who commences or (ii) is inactive as a result of being on long-term disability, workers’ compensation or otherwise on a leave of absence immediately prior to the Closing under a plan maintained by Seller or its Affiliates (other than the Company) and unavailable to commence work immediately after the Closing Date (each, an “Inactive Employee”), such TSA Employee and Inactive Employee shall not be offered employment with by Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together Date in accordance with Section 7.5(a) and Seller shall continue to employ and provide such benefits under the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) applicable Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) Benefit Program of Seller or its Affiliates (other than a Company Benefit Program) in accordance with the terms of such plans and past practice. Within 15 Business Days prior to the date that a TSA Employee is scheduled to cease providing services to the Buyer pursuant to the terms of the Transition Services Agreement, Buyer shall offer employment to such TSA Employee consistent with the terms set forth in Section 7.5(a). If and when an Inactive Employee is ready, willing and able to return to active work from leave, (A) Seller shall notify Buyer as soon as reasonably practicable (the “Presentment Date”) and (B) Buyer shall offer employment to such Inactive Employee as soon as reasonably practicable following such notification; provided, however, that Buyer’s obligation to extend offers shall not apply to any Inactive Employee who is does not a Schedule 5.6(a) Employee return to active work within 12 months following the Closing Date or (ii) if longer, the expiration of Energy or its Affiliates without the prior written consent any legally protected leave of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller absence period. Such offers to retain such employee for a reasonable time TSA Employees and purpose. (d) Buyer, Generation and the Subsidiaries of Generation Inactive Employees shall be responsible subject to the same terms as set forth in Section 7.5(a) and if a TSA Employee and an Inactive Employee accepts employment and actually commences employment with Buyer (the “Transfer Date”), he or she shall be a Transferred Employee for all Liabilities and obligations under purposes hereunder effective as of the Worker Adjustment and Retraining Notification Act and similar foreignTransfer Date; provided that any references to Closing or Closing Date shall be deemed to mean the Transfer Date. For the avoidance of doubt, state and local rulesnothing herein shall require Buyer to offer employment, statutes and ordinances resulting from in connection with the actions Closing or thereafter, to any Company Employees on an unapproved leave of Buyer, Generation and the Subsidiaries absence as of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim ; provided, however that the term “unapproved leave” shall not include employees whose leave requests are pending approval or denial by any the Company as of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsDate. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. 6.3.1 Sellers shall or shall cause an Affiliate (aother than the Companies and the Subsidiaries) Not less than thirty to employ prior to the Closing Date each employee of any Company or any Subsidiary employed in the United States who was absent from active employment on the Closing Date due to long term disability or who is a former employee receiving severance benefits (30) Business Days an "Inactive Employee"). Such Inactive Employees shall be deemed to have transferred their employment from the Companies and the Subsidiaries to the Sellers or any such Affiliate prior to the close of business on the Closing Date. Sellers shall provide a schedule listing such Inactive Employees as of the Closing Date on or prior to the Closing Date. All Employees of the Companies and the Subsidiaries (other than Inactive Employees) ("Employees") who are actively at work (including Employees on vacation and on any Approved Absence, Buyer as defined below) as of the Closing Date shall continue to be employed as of the Closing Date at their base salary or wage rate in effect immediately prior to the Closing Date (or, as applicable, immediately prior to his or her Approved Absence). All other Employees of the Companies and the Subsidiaries employed in the United States who are not actively at work on the Closing Date due to an approved leave of absence (including active military service), short term disability (including employees on workers' compensation) or a layoff with active recall rights in place pursuant to the terms of applicable Company policy or labor agreement ("Approved Absence"), shall continue to be employed by the Companies and the Subsidiaries as of the Closing Date. All Employees of the Companies and the Subsidiaries employed outside the United States ("Non-U.S. Employees") shall continue to be employed on and after the Closing Date on terms and conditions required by and in accordance with the provisions of applicable foreign, federal or state Law. 6.3.2 Purchaser agrees to provide, and shall cause the Companies and the Subsidiaries to provide, each Employee with employee benefits (including, without limitation, medical and dental benefits) that in the aggregate are substantially similar to those benefits provided by Purchaser or its Affiliates to its similarly situated employees and such other terms and conditions of employment as may offer employmentbe required by applicable Law. 6.3.3 The Purchaser acknowledges that the Companies and the Subsidiaries will have in effect on the Closing Date, commencing the collective bargaining agreements (including any benefit plans maintained pursuant to such collective bargaining agreements) and the Company Plans listed in Schedule 4.16.1 and Schedule 4.17.1 and statutory and social laws of foreign countries. 6.3.4 Purchaser agrees that, with respect to all of its employee benefit plans, programs and arrangements covering or otherwise benefiting any of the Employees on or after the Closing Date, service with the Companies and the Subsidiaries shall be, to the extent permitted under applicable Law, counted for purposes of eligibility to participate, vesting, level of benefits with respect to vacation , and benefit accruals in any defined benefit pension plan, to the same extent such service was counted under the corresponding employee benefit plans, programs, or arrangements of the Companies and the Subsidiaries prior to the Closing Date and, in the case of Non-U.S. Employees, further to the extent and in the manner provided for under applicable Law, except to the extent that such credit would result in duplication of benefits for such period of service. With regard to severance arrangements, Employees will be treated the same as similarly situated employees of the Purchaser. 6.3.5 Purchaser shall provide welfare benefits of the type described in Section 3(1) of ERISA and in accordance with this Section 6.3, as of the Closing Date so as to ensure uninterrupted coverage of all Employees employed in the United States ("U.S. Employees"). Such plans shall grant credit for amounts paid by the U.S. Employees on or before the Closing Date by an Employee or an Employee's covered dependent for purposes of satisfying applicable deductible, coinsurance, and maximum out-of-pocket provisions if such amounts are applicable to the same calendar year in which the Closing Date occurs, in each case, under any applicable welfare plan of Purchaser or its Affiliates, provided that such information is provided to Purchaser within thirty (30) days following the Closing Date, and Purchaser shall waive any pre-existing condition exclusions evidence of insurability provisions, waiting period requirements or any similar provision. 6.3.6 Effective as of the Closing Date, the Purchaser shall cover, or cause the Companies and the Subsidiaries to such individuals identified on cover, the U.S. Employees under one or more defined contribution plans and trusts intended to qualify under Section 5.6(a401(a) and Section 501(a) of the Seller Disclosure Letter Code (the “Schedule 5.6(a"Purchaser DC Plan"). Invensys shall transfer the account balances (including loans to U.S. Employees) Employees”of U.S. Employees under the Invensys 401(k) plan which is a defined contribution plan ("Seller DC Plan") to the Purchaser DC Plan. In connection with any transfer, the Purchaser will allow each U.S. Employee's outstanding loan and related promissory note, if any, under the Seller DC Plan to be transferred to the Purchaser DC Plan. Sellers and Purchaser shall reasonably cooperate in good faith to effect such transfers as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to soon as practicable after the Closing Date. 6.3.7.1 Effective as of the Closing Date, Buyer the Purchaser shall notify Seller establish one (1) or more qualified defined benefit plans or shall designate one (1) or more established defined benefit plans ("Purchaser's Salaried Plans") and a trust(s) to fund Purchaser's Salaried Plans ("Purchaser's Salaried Trust") to assume the liabilities attributable to the non-union, current U.S. Employees (and excluding former and Inactive Employees) of the Schedule 5.6Fasco Business (collectively, the "Salaried Pension Transferees") as of the Closing Date entitled to a benefit under the Invensys Pension Plan applicable to such Salaried Pension Transferees ("Assumed Salaried Pension Plan Liabilities"). 6.3.7.2 As soon as possible, but no later than sixty (a60) Employees who have accepted Buyer’s offer days post-Closing, Purchaser shall provide Sellers with a current determination letter(s) on the qualification under Sections 401(a) and 501(a) of employment. After the date hereof and prior to Code of all Purchaser's Salaried Plans. 6.3.7.3 Within one hundred twenty (120) days after the Closing Date, Seller but in no event prior to the confirmation that Purchaser's Salaried Plans and the Invensys Pension Plan comply with Sections 401(a) and 501(a) of the Code, Invensys shall provide Buyer cause the transfer of assets from the Sellers' qualified pension trust for the Invensys Pension Plan (the "Sellers' Salaried Trust") to Purchaser's Salaried Trust which shall comply with accessSection 414(l) of the Code and applicable PBGC regulations and assumptions, during reasonable business hours as described in PBGC regulation appendix B to Part 4044, Table I, as of the Closing Date. 6.3.7.4 The transfer, when made from the Sellers' Salaried Trust to the Purchaser's Salaried Trust, shall be in cash and shall be adjusted based on the actual rate of return of the Sellers' Salaried Trust on the amount calculated under Section 6.3.7.2 or Section 6.3.7.3 above from the Closing Date to the actual date of transfer to the Purchaser's Salaried Trust. 6.3.7.5 Upon the receipt of the assets by Purchaser's Salaried Trust in accordance with this Section 6.3.7 and upon reasonable noticereceipt by Purchaser of all participant data reasonably necessary for Purchaser to calculate benefits and administer the Purchaser's Salaried Plan (with regard to such participants), the Purchaser and Purchaser's Salaried Plans shall be solely responsible for the Assumed Salaried Pension Plan Liabilities. 6.3.7.6 The Purchaser and the Sellers shall take such other actions necessary or appropriate to accomplish the assumption of the Assumed Salaried Pension Plan Liabilities including, without limitation, the timely filing of IRS Forms 5310-A and the timely filing of any necessary PBGC filings. 6.3.7.7 Any calculations of the amount to be transferred under this Agreement by Sellers' actuary shall be subject to review by Purchaser's actuary. If Purchaser's and Sellers' actuaries cannot agree on the amount to be transferred, Purchaser and Sellers shall appoint a third mutually acceptable actuary whose decision on the amount to be transferred shall be binding on the parties. The Sellers and the Purchaser shall furnish, or cause to be furnished, to such actuary all information the Schedule 5.6 actuary shall reasonably request for purposes of making this determination. The Sellers and the Purchaser shall cause the actuary to act promptly to resolve the issues in dispute. The fees and expenses of such actuary shall be borne equally (ai.e., on a 50/50 basis) Employeesby the Sellers and the Purchaser. Following determination of the amount to be transferred under this Agreement, Purchaser and Buyer agrees that it Invensys, as agent for the Sellers, shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption send to the operations Escrow Agent a certificate, signed by each of Seller. Each of Purchaser and Invensys, directing the Schedule 5.6Escrow Agent to disburse the Escrow Funds to Purchaser and/or Invensys in amounts determined in accordance with Section 2.2.2.4. (a) Employees who commences employment with Buyer effective as of (or who is 6.3.7.8 Effective on approved leave of absence on) the Closing Date, together with the continuing Purchaser shall assume all liability for providing retiree health and life insurance benefits to all Employees and all former employees of the Material SubsidiariesFasco Business entitled to such benefits under any plan, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following program or arrangement provided by the Closing for a period of one (1) yearSellers, none of Buyer, Generation the Companies or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries as of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any . 6.3.7.9 Effective as of the Transferred Employees for back payClosing Date, front payFasco Australia Pty Limited and Fasco Motors Limited shall cease participating in any pension plan or fund which is not sponsored by the Companies or Subsidiaries and shall cease contributing on behalf of their respective current and former employees to such plans. With respect to such plans, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date Purchaser and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and Sellers agree to provide each other with such records and information take all actions necessary or as may be necessary and appropriate required by Law to carry out their respective obligations under this Section 5.6effectuate the foregoing.

Employee Matters. (a) Not less than thirty (30) Business Days Purchaser shall determine which Employees, if any, to offer employment to, in its sole discretion, and shall thereafter promptly notify Sellers in writing of such determination. Only Employees who are offered and accept such offers of employment with Purchaser based on the initial terms and conditions set by Purchaser and then actually commence employment with Purchaser will become “Transferred Employees” as of the applicable Assignment Date or such other date after the Assignment Date but prior to the Closing end of the Designation Rights Period as may be determined by Purchaser (such date, the “Hire Date”). Sellers shall terminate, or shall cause to be terminated, on the applicable Hire Date, Buyer may offer employment, commencing the employment of such Employees who are offered and accept offers of employment with Purchaser as of such Hire Date pursuant to this Section 6.5(a). Notwithstanding the Closing foregoing, nothing herein will impose on Purchaser any obligation to retain any Transferred Employee in its employment for any amount of time or on any terms and conditions of employment after the applicable Hire Date. The employment of each such Transferred Employee with Purchaser (including any Transferred Employee who may be on leave of absence) will commence on the applicable Hire Date. Purchaser shall not be obligated to provide any severance, separation pay, or other payments or benefits, including any key employee retention payments, to any Employee on account of any termination of such individuals identified Employee’s employment on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine applicable Hire Date or in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance connection with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s any offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employeesemployment from Purchaser, and Buyer agrees that it such benefits (if any) shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations remain obligations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired EmployeeSellers.” (b) Following From and after the Closing for a period of one (1) yeardate hereof, none of BuyerSellers shall provide Purchaser, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated byits Affiliates, and received severance compensation fromtheir representatives with reasonable access to the Employees and with information, Seller unless including employee records and until Buyer reimburses Seller for a reasonable portion of Benefit Plan data, reasonably requested by Purchaser and such severance compensationAffiliates, except as otherwise prohibited by applicable Law or Regulation. (c) Following For purposes of payroll Taxes with respect to the Closing for Transferred Employees, Sellers shall treat the transactions contemplated by this Agreement, as a period transaction described in Treasury Regulation Sections 31.3121(a)(1)-1(b)(2) and 31.3306(b)(1)-(b)(2); and as such, Sellers and Purchaser shall report on a basis as set forth under the “Standard Procedure” provided in Section 4 of one (1) yearRevenue Procedure 2004-53, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose2004-2 C.B. 320. (d) BuyerWith respect to Transferred Employees, Generation Purchaser will have full responsibility under the WARN Act relating to any act or omission of Purchaser after the applicable Hire Date. With respect to the Employees, Sellers will have full responsibility under the WARN Act relating to any act or omission of Sellers prior to and on the Subsidiaries of Generation applicable Hire Date. Sellers shall be responsible for all other WARN Act Liabilities relating to the periods prior to and obligations on the applicable Hire Date, including any such Liabilities that result from Employees’ separation of employment from Sellers and/or Employees not becoming Transferred Employees pursuant to this Section 6.5. Sellers have issued prior to the date of this Agreement, all WARN Act notices to the applicable Employees and all other parties required to receive notice under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsWARN Act. (e) Buyer For the avoidance of doubt and without limiting the generality of Section 2.1(d), Purchaser will not assume or be liable for any Excluded Employee Liabilities (except to the extent constituting Expenses payable by Purchaser pursuant to the terms of the Agency Agreement). Purchaser does not accept or assume any Collective Bargaining Agreements to which any Seller is a party to or subject to, and expressly declines to be bound by or accept the terms of any such Collective Bargaining Agreements. Purchaser shall cooperate not be obligated to, and does not, accept or adopt any wage rates, employee benefits, employee policies, or any other terms and conditions of employment. (f) All provisions contained in this Agreement with respect to employee benefit plans or compensation of Transferred Employees are included for the sole benefit of the respective parties hereto. Nothing contained herein: (i) shall confer upon any former, current or future employee of Sellers or Purchaser, or any other Participant, or any legal representative or beneficiary thereof any rights or remedies, including any right to employment or continued employment, of any nature, for any specified period; (ii) shall cause the employment status of any former, present or future employee to be other than terminable at will; or (iii) shall confer any third party beneficiary rights upon any Transferred Employee or any dependent or beneficiary thereof or any heirs or assigns thereof. This Agreement is not intended to and shall not be construed to amend, modify or terminate any employee benefit plan (including, without limitation, as reasonably necessary to implement the provisions such term is defined under Section 3(3) of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6ERISA), program or arrangement.

Employee Matters. (a) Not less than thirty (30i) From and after the date that there has been a public announcement of this Agreement, and subject to Applicable Laws, Seller shall provide Purchaser with reasonable access, upon reasonable prior notice and during normal business hours, to the employees of Seller and the properties and personnel records (including performance appraisals, disciplinary actions, grievances and medical records) of the Business Days prior to Effective as of 11:59 p.m., New York City time, on the Closing Date, Buyer Purchaser shall, or shall cause its affiliates to, make offers of employment to each employee of Seller who provides services primarily with respect to the Business (each such employee, a “Business Employee”), other than those individuals identified on Section 5.07(a)(i) of the Seller Disclosure Letter, provided that such Business Employee is actively employed by Seller in the conduct of the Business as of the Closing. Purchaser shall, or shall cause its affiliates to, offer employment to each Business Employee who is not actively employed in the conduct of the Business as of the Closing Date due to approved leave of absence, vacation or absence due to short-term disability, provided that such Business Employee presents himself or herself for active employment with Purchaser and its affiliates in the conduct of the Business, and provided further that, except as may otherwise be required under Applicable Laws, Purchaser shall not be required to, and shall not be required to cause its affiliates to, offer employmentemployment to any such Business Employee who does not present himself or herself for active employment prior to the sixth month anniversary of the Closing. The Business Employees who accept such offer of employment and transfer to Purchaser or its affiliates (such employees, commencing the “Transferred Employees”) shall commence employment with Purchaser or one of its affiliates (i) in the case of Transferred Employees actively employed in the conduct of the Business as of the Closing Date, to such individuals identified as of 11:59 p.m., New York City time, on Section 5.6(athe Closing Date and (ii) in the case of any Transferred Employee who is not actively employed in the conduct of the Seller Disclosure Letter Business as of the Closing Date due to approved leave of absence, approved leave for short-term disability or approved vacation, the date that such Business Employee commences active employment with Purchaser or its affiliates (such time with respect to each Business Employee, the “Schedule 5.6(a) EmployeesTransfer Time”) as it may determine ). Purchaser’s or its affiliates’ offers of employment to each Business Employee shall provide, in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to each case for a period of at least twelve months following the Closing Date, Buyer shall notify Seller (i) the same level of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and base salary provided to such employee immediately prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours Transfer Time and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy other employee benefits (not including equity-based compensation) substantially similar in the aggregate to those provided by Purchaser to its similarly situated employees in the same or similar geographic areas; provided that notwithstanding anything herein to the contrary, neither Purchaser nor its affiliates shall be required to provide any Transferred Employee with employee benefits that are considered by Purchaser to be grandfathered benefits under benefit plans, policies, programs or agreements sponsored, maintained or entered into by Purchaser or its Affiliates without the prior written consent of Selleraffiliates. Purchaser shall, which may not be unreasonably withheldor shall cause its affiliates to, conditioned or delayed absent significant business rationale for Seller provide severance benefits to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring Employee whose employment is terminated within twelve months after the Closing Date and in an amount no less favorable than would have been provided to such Transferred Employee under Seller’s costs, including reasonable attorney’s fees, severance plan covering such employees as in defending any effect immediately prior to the Transfer Time to the extent such Claims. (e) Buyer and severance plan was provided by Seller shall cooperate as reasonably necessary to implement Purchaser prior to the provisions date of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.Agreement. Table of Contents

Employee Matters. (a) Not less than thirty (30) Business Days prior Prior to the Closing Date, Buyer the Purchaser will offer to employ all of the Seller’s employees who are engaged in the Business as of the date hereof, except for certain employees to be determined by the Purchaser following Closing. Such offers of employment (the “Employee Offers”) shall (i) be contingent upon the occurrence of the Closing and such employees satisfying normal employment conditions of Purchaser and (ii) terminate automatically in the event that the Closing does not occur in accordance with this Agreement. Those Employees who accept employment with the Purchaser are the “Hired Employees.” (b) Except as required by any applicable law or as may offer employmentbe agreed to by the Purchaser and the Seller, commencing as of the Closing Date, the Purchaser shall not assume any severance obligations or any Employee Plans, including equity compensation plans, for the Hired Employees. For the avoidance of doubt, the Seller shall retain sponsorship of, and all Liabilities under, the Employee Plans. The Purchaser shall have no Liabilities with respect to the Employee Plans, and shall not be responsible for any Liabilities with respect to such individuals identified on Section 5.6(a) of Employee Plans, and the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) shall cause each Employee Plan to be amended as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices the Purchaser has no Liabilities with respect to the Employee Plans following the Closing Date. The Seller shall retain sole responsibility for all Liabilities relating to, or in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days connection with, the employment, or termination of employment, of each Hired Employee of the Seller on or prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following On the Closing for a period of one (1) yearDate, none of Buyersubject to applicable Regulations, Generation or their Affiliates the Seller shall directly or indirectly solicit terminate the employment or services ofof each Hired Employee; provided, or hire in any capacity (whether as an employeehowever, consultant, independent contractor or otherwise) that the Seller shall not be required hereunder to terminate the employment of any employee (i) whom the Purchaser does not intend to hire because such person fails to satisfy any normal employment conditions of Seller or its Affiliates who is not a Schedule 5.6(a) Employee the Purchaser or (ii) for whom the Purchaser has retracted an Employee Offer. For the avoidance of Energy or its Affiliates without doubt, the prior written consent of Seller, which may Purchaser shall not be unreasonably withheldobligated to hire or employ any employee of the Seller engaged in the Business who does not accept an Employee Offer. On or prior to the Closing, conditioned or delayed absent significant business rationale the Seller shall pay all amounts accrued for Seller vacation for the Hired Employees to retain the extent such employee for a reasonable time and purposeHired Employees have not validly elected to have their vacation accruals assumed by Purchaser. (d) Buyer, Generation and the Subsidiaries of Generation Seller shall be responsible for any and all Liabilities and obligations liability under the Worker Adjustment and Retraining Notification WARN Act and similar foreignor under any state, state and local rules, statutes and ordinances resulting or foreign Regulation concerning layoffs or the closing or relocation of worksites or the like which arises out of or results from any termination of employment by the actions of Buyer, Generation and the Subsidiaries of Generation after Seller on or before the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer The Purchaser and the Seller each covenant and agree, as soon as administratively feasible following the Closing, as follows: (i) to facilitate a distribution of the account balance of each Hired Employee in the Seller’s 401(k) plan upon the election of such Hired Employee and (ii) to make reasonable efforts to take any and all actions necessary to accomplish the distribution and rollover to the Purchaser’s 401(k) plan, to the extent allowed by Regulation, of amounts distributed from the Seller’s 401(k) plan with respect to the Hired Employees. The Purchaser agrees to accept rollovers of distributions from the Seller’s 401(k) plan with respect to the Hired Employees, to the extent allowed by Regulation and the Purchaser’s 401(k) plan. (f) The Purchaser and the Seller acknowledge and agree that all provisions contained in this Section 5.7 with respect to the Business Employees are included for the sole benefit of the Purchaser and the Seller, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including, without limitation, any Business Employees, former Business Employees, any participant in any Employee Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with the Purchaser or the Seller, or any of their respective Affiliates. (g) The Purchaser shall prepare and furnish to each of the Hired Employees a Form W-2 that shall reflect all wages and compensation paid to such employee for the entire calendar year in which the Closing Date occurs. Seller shall furnish to the Purchaser the Forms W-4 and W-5 of each such Hired Employee for the portion of the calendar year up to and including the Closing Date. The Purchaser shall send to the appropriate Social Security Administration office a duly completed Form W-3 and accompanying copies of the duly completed Forms W-2. It is the intent of the parties hereunder that the obligations of The Purchaser and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.65.7(g) shall be carried out in accordance with Section 5 of Revenue Procedure 2004-53.

Employee Matters. 6.3.1 Sellers shall or shall cause an Affiliate (aother than the Companies and the Subsidiaries) Not less to employ prior to the Closing Date each employee of any Company or any Subsidiary employed in the United States who was absent from active employment on the Closing Date due to long term disability or who is a former employee receiving severance benefits (an "INACTIVE EMPLOYEE"), and such Inactive Employees shall be deemed to have transferred their employment from the Companies and the Subsidiaries to Sellers or any such Affiliate prior to the close of business on the Closing Date. Purchaser acknowledges that by purchasing the Shares, it shall, through the Companies and the Subsidiaries, employ all of the employees of the Companies and the Subsidiaries (other than thirty Inactive Employees) and any employees of Sellers whose employment relates primarily to a Company or a Subsidiary or the Rexnord Business at the close of business on the Closing Date (30"EMPLOYEES"). All Employees of the Companies and the Subsidiaries who are actively at work (including Employees on vacation and on any Approved Absence, as defined below) Business Days as of the Closing Date shall continue to be employed on and after the Closing Date. All other Employees of the Companies and the Subsidiaries employed in the United States who are not actively at work on the Closing Date due to an approved leave of absence (including active military service), short term disability (including employees on workers' compensation) or a layoff with active recall rights in place pursuant to the terms of applicable Company policy or labor agreement ("APPROVED ABSENCE"), shall continue to be eligible for active employment by the Companies and the Subsidiaries on and after the Closing Date pursuant to the terms of such leave of absence, short term disability or layoff. All Employees of the Companies and the Subsidiaries employed outside the United States ("NON-U.S. EMPLOYEES") shall continue to be employed on and after the Closing Date by Purchaser on terms and conditions required by and in accordance with the provisions of applicable foreign, federal or state Law. Nothing in this Agreement shall (x) prevent Purchaser from altering the terms, salary, wages or benefits after the Closing Date of any Employee except as specifically provided herein or (y) create any obligation on the part of Purchaser to continue the employment of any Employee for any definite period of time following the Closing Date. 6.3.2 For a period of at least 12 months immediately following the Closing Date, Purchaser agrees to provide, and shall cause the Companies and the Subsidiaries to provide the Employees with compensation and benefits substantially similar in the aggregate to the compensation and benefits provided to such Employees prior to the Closing Date. Purchaser shall provide, Buyer may offer and shall cause the Companies and the Subsidiaries to provide, severance pay to any Employee who is terminated by any of the Companies or any of the Subsidiaries during the period beginning on the Closing Date and ending 12 months following the Closing Date or, in the case of Non-U.S. Employees, for such other period of time as determined by applicable Law. The amount of such severance payable to any Employee terminated within 12 months of the Closing Date shall be the amount of severance determined pursuant to Schedule 6.3.2 with respect to such individual or, in the case of Non-U.S. Employees, as determined by applicable Law. 6.3.3 Purchaser agrees to honor, or assume where applicable, and shall cause the Companies and the Subsidiaries to honor, or assume where applicable, the obligations of Sellers, Companies and the Subsidiaries under the provisions of any Company Plan, employment, commencing retention, severance (whether pursuant to individual contract as set forth on Schedule 6.3.3 (with respect to all Non-U.S. Employees whose annual cash compensation is in excess of Sixty Thousand Dollars ($60,000), the names of such employees have been set forth on Schedule 6.3.3), or Company Plan, program or policy or mandated by Law), indemnification, collective bargaining agreements (including any benefit plans maintained pursuant to such collective bargaining agreements and any trust agreements or other funding mechanisms established to fund such benefit plans), and "social plans" between or among any of Sellers, the Companies or any Subsidiary and any Employee, which agreements and plans are set forth on Schedule 6.3.3. Sellers and Purchaser shall take all steps necessary so that, effective immediately following the Closing Date, Purchaser has assumed (i) all obligations and liabilities of Sellers under any employment agreements relating to Employees and (ii) all collective bargaining agreements with respect to the Employees, and Sellers shall have no further obligation or liability with respect to any such agreements. 6.3.4 Purchaser agrees that, with respect to all of its employee benefit plans, programs and arrangements covering or otherwise benefiting any of the Employees on or after the Closing Date, service with the Companies and the Subsidiaries shall be counted for purposes of eligibility to participate, vesting and level of benefits (with respect to vacation and severance) and benefit accruals (with respect to any defined benefit pension plan), to the same extent such service was counted under the corresponding employee benefit plans, programs, or arrangements of the Companies and the Subsidiaries prior to the Closing Date and, in the case of Non-U.S. Employees, further to the extent and in the manner provided for under applicable Law, except to the extent that such credit would result in duplication of benefits for such period of service. 6.3.5 Purchaser shall provide welfare benefit of the type described in Section 3(1) of ERISA and in accordance with this Section 6.3, as of the Closing Date so as to ensure uninterrupted coverage of all Employees employed in the United States ("U.S. EMPLOYEES"). Such plans shall grant credit for amounts paid by the U.S. Employees during the applicable plan year preceding the Closing Date (including applicable deductibles and annual out-of-pocket limits) and shall waive any pre-existing condition exclusions, evidence of insurability provisions, waiting period requirements or any similar provision to the extent such U.S. Employees had satisfied these requirements and provisions and paid these amounts under similar Sellers' plans as of the Closing Date. 6.3.6 Effective as of the Closing Date, Purchaser shall cover, or cause the Companies and the Subsidiaries to such individuals identified on cover, the U.S. Employees under one or more defined contribution plans and trusts intended to qualify under Section 5.6(a401(a) and Section 501(a) of the Seller Disclosure Letter Code (the “Schedule 5.6(a"PURCHASER DC PLAN"). Sellers shall permit U.S. Employees to make a "direct rollover" of such U.S. Employees' vested account balances (including loans to U.S. Employees) Employees”of U.S. Employees under any of the Company Plans which is a defined contribution plan ("SELLERS' DC PLAN") to Purchaser DC Plan. In connection with any such direct rollover elected by any such U.S. Employee, Purchaser shall allow any such U.S. Employee's outstanding loan and related promissory note under Sellers' DC Plan to be directly rolled over into Purchaser DC Plan. Sellers and Purchaser shall reasonably cooperate in good faith to effect such distributions as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to soon as practicable after the Closing Date. 6.3.7.1 Effective as of the Closing Date, Buyer Purchaser shall notify Seller establish one (1) or more qualified defined benefit plans ("PURCHASER'S SALARIED PLANS") and a trust to fund Purchaser's Salaried Plans ("PURCHASER'S SALARIED TRUST") to assume the liabilities attributable to the salaried, non-union, current and former, U.S. Employees of the Schedule 5.6 Rexnord Business (acollectively, the "SALARIED PENSION TRANSFEREES") Employees who have accepted Buyer’s offer as of employmentthe Closing Date entitled to a benefit under the Invensys Pension Plan applicable to such Salaried Pension Transferees ("ASSUMED SALARIED PENSION PLAN LIABILITIES"). After the date hereof and prior to Effective as of the Closing Date, Seller Purchaser shall provide Buyer with access, during reasonable business hours assume all defined benefit and upon reasonable notice, to defined contribution plans sponsored by the Schedule 5.6 (a) Employees, Companies and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each Subsidiaries as of the Schedule 5.6Closing Date. 6.3.7.2 As soon as administratively practicable following the Closing Date but no later than one hundred twenty (a120) Employees who commences employment days post-Closing, Purchaser: (i) shall file an application with Buyer effective as the IRS for a determination letter on the qualification under Sections 401(a) and 501(a) of the Code of all Purchaser's Salaried Plans or (or who is on approved leave ii) shall supply Sellers with an opinion of absence onlegal counsel that Purchaser's Salaried Plans qualify under Sections 401(a) and 501(a) of the Code. If Purchaser files with the IRS for a determination letter, Purchaser agrees to take all reasonable steps necessary to obtain a favorable determination. 6.3.7.3 Within one hundred twenty (120) days after the Closing Date, together but in no event prior to the confirmation (as set forth in Section 6.3.7.2) that Purchaser's Salaried Plans comply with Sections 401(a) and 501(a) of the Code, Sellers shall cause the transfer of an amount of assets equal to the product of (x) the fair market value of all of the assets of Sellers' Salaried Trust (as defined below) as of the Pension Determination Date and (y) a fraction with the continuing employees numerator equal to the ABO (as defined below) of the Material SubsidiariesSalaried Pension Transferees and the denominator equal to the ABO of all participants in the Invensys Pension Plan as of the Pension Determination Date from Sellers' qualified pension trust for the Invensys Pension Plan (the "SELLERS' SALARIED TRUST"), and Purchaser shall cause Purchaser's Salaried Trust to accept such transfer of assets. Such transfer shall be referred subject to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.6.3.7.4

Employee Matters. (a) Not less than thirty The Buyer may extend offers for regular employment, on an “at will” basis, to any or all Employees effective as of the Closing. All of Seller’s Employees who are offered, accept, and then commence employment with the Buyer after the Closing Date are hereinafter collectively referred to as “Transferring Employees” and each individually is referred to as a “Transferring Employee.” For purposes of clarity, an Employee of the Seller {W5975088.1} 24 employed on the Closing Date shall not be deemed thereby to be a Transferring Employee merely by reason of the consummation of the Closing. (30b) Business Days The Seller shall be solely responsible, and the Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, accrued sick time or other paid time off, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Seller at any time on or prior to the Closing Date. (c) The Seller shall remain solely responsible for the satisfaction of all claims for medical, Buyer may offer employmentdental, commencing as life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Closing DateBusiness or the spouses, dependents or beneficiaries thereof, which claims relate solely to such individuals identified events occurring on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days or prior to the Closing Date. The Seller also shall remain solely responsible for all worker’s compensation claims of any current or former employees, Buyer shall notify Seller officers, directors, independent contractors or consultants of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and Business which relate solely to events occurring on or prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6. (ad) Employees, Each Transferring Employee shall be given service credit for the purpose of eligibility for vacation and Buyer agrees that it shall use its best efforts under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date; provided, together with the continuing employees of the Material Subsidiarieshowever, that (i) such credit shall be referred given pursuant to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following payroll or plan records, at the Closing for a period of one (1) year, none election of Buyer, Generation or their Affiliates in its sole and absolute discretion; and (ii) such service crediting shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, be permitted and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationconsistent with Buyer’s defined contribution retirement plan. (ce) Following the Closing for a period of one (1) year, none of The Buyer, Generation or their Affiliates subject to the approval of the Seller which shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller shall prepare and distribute communications to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and Transferring Employees concerning the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any effect of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim transactions contemplated by any Governmental Authority for penalties regarding any issue this Agreement on their terms and conditions of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsemployment. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less Other than thirty 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 (30other than any Transferred Entity) Business Days (collectively with the Employee Plans, other than any Transferred Entity Plan, the “IAC Plans,” it being understood that “IAC Plans” does not include any Transferred Entity Plan) shall be transferred to or assumed by any Transferred Entity pursuant to or in connection with the Transactions. Except as otherwise provided in the Company Transition Services Agreement, as of the Closing Date, each of the Transferred Entities shall cease to participate in 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 pursuant to the Company 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 arising, in whole or in part, as a result of the execution of this Agreement or the consummation of the Transactions, shall be the responsibility of IAC or its Subsidiaries (other than the Transferred Entities), which shall retain and satisfy all such Liabilities, and shall not be the responsibility of Liberty or any of the Transferred Entities. (b) The assets and liabilities of any Transferred Entity Plan shall be retained by the Transferred Entities pursuant to and in connection with the Transactions. The Transferred Entities shall be responsible for all Liabilities associated with the Transferred Entity Plans and shall retain and satisfy all such Liabilities, and such Liabilities shall not be the responsibility of IAC or any of its Subsidiaries (other than the Transferred Entities). (c) Section 6.04(c) of the IAC Disclosure Schedule contains a true and complete list of employees, as of the date hereof, who, immediately prior to the Closing, will be employed by the Transferred Subsidiaries, including the names, dates of service, current rate of compensation, employment status (including whether any such employee is on approved leave of absence (whether family leave, workers’ maternity or parental leave, workers’ compensation, short-term and long-term disability, medical leave or otherwise), title and standard hours (collectively, the “Transferred Employees”). IAC shall have the right, prior to or at the Closing, to transfer the employment of any Transferred Employee not already employed by one of the Transferred Subsidiaries or the Company to a Transferred Subsidiary. Liberty acknowledges and agrees that, effective as of the Closing Date, each Transferred Employee shall be initially employed in a substantially comparable position to the position in which such Transferred Employee was employed immediately prior to the Closing Date. For one year following the Closing, Liberty shall, and shall cause its Affiliates to, provide the Transferred Employees who remain employed with Liberty and its Affiliates with the same rate of base salary and wages and, if applicable, rate of commissions in effect as of the date immediately prior to the Closing Date and with employee benefit and compensation plans, programs and arrangements that are substantially equivalent in the aggregate to those provided to similarly situated employees of Liberty and its Affiliates. For the avoidance of doubt, nothing in this Agreement will require Liberty or the Transferred Entities to continue the employment of any individual following Closing. (d) If, during the six-month period beginning on the Closing Date, the employment of any Transferred Employee is terminated by Liberty or any of its Affiliates without cause or Liberty or any of its Affiliates subjects any Transferred Employee to any indefinite lay-off, or if any Transferred Employee voluntarily terminates employment either because Liberty and its Affiliates have failed to honor the terms of employment required by this Section 6.04 with respect to such employee or because a condition of continued employment is such employee’s agreement to relocate to a job site more than 30 miles from such employee’s job site immediately prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, Liberty or its Affiliates shall provide to such individuals identified on Section 5.6(aTransferred Employee a lump sum severance payment equal to not less than one (1) week of the Seller Disclosure Letter pay for every six (the “Schedule 5.6(a6) Employees”) as it may determine in full months of service (with service with IAC and its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days Subsidiaries prior to the Closing DateDate and service with Liberty or its Affiliates after the Closing Date credited for purposes of determining such severance). (e) For purposes of all plans, Buyer programs or arrangements maintained, sponsored or contributed to by Liberty or its Affiliates in which the Transferred Employees shall notify Seller be eligible to participate, Liberty shall cause each such plan, program or arrangement to treat the prior service of each Transferred Employee with IAC, the Transferred Entities or any of their Subsidiaries as service rendered to Liberty and its Affiliates for purposes of eligibility and vesting for all purposes and levels of benefits, including severance and vacation, except to the extent such treatment would result in any benefit accrual under any defined benefit pension plan or would result in the duplication of benefits with respect to the same period of service. From and after the Closing, or such later time as may be provided by the Company Transition Services Agreement, Liberty and its Affiliates shall (i) cause any pre-existing conditions, limitations and eligibility waiting periods under any group health plans of Liberty or its Affiliates to be waived with respect to the Transferred Employees and their eligible dependents to the extent such condition would have been covered, or limitation or waiting period would not have applied, with respect to such Transferred Employee (or dependent) under the terms of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and Employee Benefit Plan in which such Transferred Employee was a participant immediately prior to the Closing (or, if later, the date of the transition from IAC’s plans to Liberty’s plans) to the extent allowable under such plans of Liberty or its Affiliates and (ii) give each Transferred Employee credit for the plan year in which the Closing Date (or the transition from IAC’s plans to Liberty’s plans) occurs towards applicable deductibles, coinsurance and annual out-of-pocket limits for expenses incurred during the portion of the plan year prior to the Closing Date (or such transition date). (f) No later than August 1, 2011 (the “FSA Transition Date”), the Company will establish flexible spending accounts for medical and dependent care expenses under a new or existing plan (“Liberty’s FSA”) for each Transferred Employee who, on or prior to the FSA Transition Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, is a participant in a manner that causes minimum disruption flexible spending account for medical and dependent care expenses under an IAC Plan (“IAC’s FSA”) or who elects to the operations of Sellerparticipate in Liberty’s FSA. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer The Company will credit or debit, as applicable, effective as of (or who is on approved leave of absence on) the Closing FSA Transition Date, together the applicable account of each Transferred Employee under Liberty’s FSA with an amount equal to the continuing employees balance of each such Transferred Employee’s account under IAC’s FSA as of immediately prior to the FSA Transition Date. Within 30 days after the FSA Transition Date, IAC will pay to the Company the net aggregate amount of the Material Subsidiariesaccount balances credited under Liberty’s FSA, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who if such amount is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated bypositive, and received severance compensation fromthe Company will pay to IAC the net aggregate amount of the account balances credited under Liberty’s FSA, Seller unless and until Buyer reimburses Seller for a reasonable portion of if such severance compensation. (c) Following the Closing for a period of one (1) yearamount is negative. Thereafter, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation Liberty’s FSA shall be responsible for all Liabilities and obligations under claims incurred by Transferred Employees in the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting plan year in which the FSA Transition Date occurs. (g) For the period from the actions Closing Date until the end of Buyerthe calendar year in which the Closing Date occurs, Generation each Transferred Employee shall receive the same rate of vacation accrual that was provided by IAC or its Subsidiaries to such employee as of the close of business on the Closing Date, with Liberty giving each Transferred Employee credit for the same number of vacation days he or she has accrued but not used in the calendar year in which the Closing Date occurs, and each Transferred Employee shall be permitted to use his or her unused vacation entitlement as of the Subsidiaries Closing Date until the end of Generation after the calendar year in which Closing occurs in accordance with Liberty’s policies. With respect to the calendar year in which the Closing Date occurs, each Transferred Employee shall be credited with the number of sickness benefit days accrued under IAC’s program through the Closing Date. Buyer agrees Liberty shall treat all service accrued or deemed accrued prior to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date with IAC and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer its Subsidiaries and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6predecessors, successors and assigns as service rendered to Liberty and its Affiliates for purposes of determining the rate of accrual of vacation benefits and sick days for Transferred Employees.

Employee Matters. (a) Not less than thirty (30) Business Days prior to After the Closing Datedate of execution of this Agreement, Buyer may offer employment, commencing will be allowed to interview all of the employees or contractors of Sellers or its subsidiaries other than dedicated Spa Business employees or contractors. Buyer shall have the option in its sole discretion to extend offers of employment to all of Sellers’ employees in the Associated Center Business effective as of the Closing Date, to such individuals identified which employees are set forth on Section 5.6(a) of the Seller Disclosure Letter Exhibit N (the “Schedule 5.6(a) Associated Center Employees”) ), which exhibit shall be updated as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to of the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following Subject to the Closing for a period provisions of one (1Section 10.6(c) yearbelow, none of nothing contained in this Agreement shall confer upon any Associated Center Employee any right with respect to employment by Buyer, Generation nor shall anything herein interfere with (i) the right of Buyer to hire or their Affiliates shall hire terminate the employment of any of the Associated Center Employees at any time after Closing, with or without cause, or (ii) restrict Buyer in the exercise of its independent business judgment in establishing or modifying any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, of the terms and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion conditions of such severance compensationthe employment of the Associated Center Employees after Closing. (c) Following Notwithstanding anything herein to the contrary, Buyer shall be responsible for and shall pay and reimburse to Sellers any severance payments paid by Sellers following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in to any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates Associated Center Employee who is not a Schedule 5.6(ahired within six (6) Employee or (ii) of Energy or its Affiliates without months after the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeClosing by Buyer. (d) Notwithstanding anything herein to the contrary, if Buyer hires any Associated Employee at any time within 30 days after Closing and terminates such Associated Center Employee at any time within 120 days after Closing, Buyer shall pay to any such terminated Associated Center Employee: (i) all wages during such Person’s employment by Buyer, Generation (ii) all accrued and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back unused vacation pay, front payif any, benefits or compensatory or punitive damages, any Claim during such Person’s employment by any Governmental Authority Buyer and (iii) severance pay in an amount equal to one month’s salary for penalties regarding any issue of prior notification every 12 months (or lack ratable portion thereof) of any plant closing or mass layoff occurring after that such Associated Center Employee was employed by Sellers prior to the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsClosing. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days Unless otherwise agreed among Emmis and ▇▇▇▇▇▇▇▇ and except for the individual set forth on Schedule 4.9, ▇▇▇▇▇▇▇▇ shall offer employment to all persons employed by Emmis immediately prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 either (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior regularly report to the Closing DateStations for work or (b) whose primary responsibilities and duties relate to operation and management of the Stations, Seller shall provide Buyer with access, during reasonable business hours substantially the same position and upon reasonable notice, to base pay as in effect immediately preceding the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of SellerClosing. Each of the Schedule 5.6 (a) Employees employee who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee accepts such offer shall be referred to herein as a “Non-Hired Transferred Employee”). A Transferred Employee shall become an employee of ▇▇▇▇▇▇▇▇ as of the “Transfer Date,” which, for each Transferred Employee, shall be the Closing Date, except with respect to any Transferred Employee who is not actively at work as of the Closing Date, in which case the Transfer Date shall be the date that such Transferred Employee returns to work for ▇▇▇▇▇▇▇▇, provided that such return occurs within ninety (90) days after the Closing Date or such later time as may be required by applicable Law.” (b) Following With respect to Transferred Employees, (i) subject to reimbursement (and its indemnification rights) under the Closing LP Agreement and the LLC Agreement, Emmis shall be responsible for a period all compensation and benefits arising prior to each Transferred Employee’s Transfer Date and (ii) ▇▇▇▇▇▇▇▇ shall be responsible for all compensation and benefits arising after each Transferred Employee’s Transfer Date. For the avoidance of one (1) yeardoubt, none notwithstanding anything to the contrary, Emmis shall not be responsible for any unused vacation of Buyer, Generation or their Affiliates shall hire in any capacity (whether Transferred Employees accrued as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated byof each Transferred Employee’s Transfer Date, and received severance compensation from, Seller unless and until Buyer reimburses Seller for no accrued vacation shall be taken into account as a reasonable portion of such severance compensationliability in determining Net Working Capital. (c) Following ▇▇▇▇▇▇▇▇ will not assume any of the Emmis Benefits Plans or any liability thereunder. As between ▇▇▇▇▇▇▇▇ and Emmis, subject to reimbursement (and its indemnification rights) under the LP Agreement and the LLC Agreement, Emmis and its ERISA Affiliates will retain and will be responsible for all liabilities attributable to, associated with, related to, or that arise out of, in connection with or under the Emmis Benefit Plans, and neither ▇▇▇▇▇▇▇▇ nor its Affiliates will have any obligation, liability or responsibility with respect to or under the Emmis Benefit Plans, whether such obligation, liability or responsibility arose before, on or after the Closing Date. ▇▇▇▇▇▇▇▇ shall permit Transferred Employees to participate in its Benefit Plans (including without limitation health insurance plans) to the extent similarly situated employees of ▇▇▇▇▇▇▇▇ are generally eligible to participate, and shall use commercially reasonable efforts to provide the Transferred Employees with coverage effective immediately upon each Transferred Employee’s Transfer Date (and without exclusion from coverage on account of any pre-existing condition), with service with Emmis deemed service with ▇▇▇▇▇▇▇▇ for a period purposes of one (1) yearany length of service requirements, none waiting periods, vesting periods and differential benefits based on length of Buyerservice, Generation and with credit under any welfare benefit plan for any deductibles or their Affiliates shall directly or indirectly solicit co-payments paid for the employment or services of, or hire in current plan year under any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposecorresponding plan maintained by Emmis. (d) Buyer, Generation and ▇▇▇▇▇▇▇▇ shall cause ▇▇▇▇▇▇▇▇’▇ 401(k) plan to accept rollovers by a Transferred Employee of distributions from Emmis’ 401(k) plan that are eligible rollover distributions within the Subsidiaries meaning of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any Section 401(a)(31) of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsCode. (e) Buyer Subject to reimbursement (and Seller shall cooperate as reasonably necessary its indemnification rights) under the LP Agreement and the LLC Agreement, claims for workers’ compensation benefits by any current or former employee of Emmis arising out of occurrences at or prior to implement each Transferred Employee’s Transfer Date will be the provisions responsibility of this Section 5.6 and agree to provide Emmis, provided that claims for workers’ compensation benefits by Transferred Employees arising out of occurrences after each other with such records and information as may Transferred Employee’s Transfer Date will be necessary and appropriate to carry out their respective obligations under this Section 5.6the responsibility of ▇▇▇▇▇▇▇▇.

Employee Matters. (a) Not less than thirty (30) Business Days prior Purchaser shall have the right to the Closing Date, Buyer may offer extend offers of employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, Office who are actively employed by Seller at the Office as of the Closing Date and as the Purchaser in its sole discretion shall be determine. Employees accepting employment with Purchaser are referred to herein individually and collectively as the “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following Seller agrees that it will cooperate with Purchaser to the Closing extent reasonably requested to make the subject employees available for training from time to time by Purchaser prior to the Closing; provided, however, such training shall be scheduled by Purchaser and coordinated with Seller in such a period manner that does not significantly interfere with the normal business activities, operations and job responsibilities of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationthe subject employees at the Office. (c) Following Purchaser agrees that it will reimburse Seller for any and all overtime expense incurred by Seller arising out of or as a result of the Closing for a period training of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without non-exempt Transferred Employees by Purchaser prior to the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeClosing. (d) BuyerAs of the Closing Date, Generation the Transferred Employees will be terminated from participation in Seller’s employee benefit plans and become eligible to participate in Purchaser’s employee benefit plans subject to the Subsidiaries terms and conditions of Generation the Purchaser’s employee benefit plans. (e) From and after the Closing Date, Purchaser shall pay, discharge, and be responsible for all Liabilities salary, wages, and obligations under benefits arising out of or relating to the Worker Adjustment employment of the Transferred Employees by Purchaser from and Retraining Notification Act and similar foreignafter the Closing Date, state and local rulesincluding, statutes and ordinances resulting from the actions of Buyerwithout limitation, Generation and the Subsidiaries of Generation all claims for welfare benefits plans incurred on or after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any Claims are incurred as of the Transferred Employees for back pay, front pay, benefits date services are provided notwithstanding when the injury or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsillness may have occurred. (ef) Buyer Nothing contained herein is intended to provide, or shall be construed or interpreted as providing any employee of the Seller any right to continued employment with the Purchaser. This Agreement is not intended, and it shall not be construed, to grant third party beneficiary rights for any current or former employees of the Seller shall cooperate as reasonably necessary (including any beneficiaries or dependents thereof) under or with respect to implement the provisions of any plan, program or arrangement described in or contemplated by this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6Agreement.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as make offers of the Closing Date, employment to such individuals identified on any Employees listed in Section 5.6(a4.17(c) of the Disclosure Schedule. Buyer has provided Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretionwith a written list of such Employees to whom Buyer has made an offer of employment. Buyer shall take all steps necessary have made offers of employment to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to such Employees on or before the Soft Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) . Those Employees who have accepted accept Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as the “Transferred Employees,” and each Schedule 5.6.” (ab) Buyer shall not be responsible for any Employment Costs and Liabilities (i) with respect to Transferred Employees, that arise out of or relate to the period on or before the Soft Closing Date and (ii) with respect to any Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following Seller shall have on the Closing date hereof obtained letters of resignation from the Transferred Employees and terminated all employment and other arrangements with the Transferred Employees and independent contractors providing services to Seller and shall indemnify Buyer and Buyer Indemnified Persons (as defined in Section 8.2 below) for a period of one any and all Damages (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire as defined in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (dSection 8.2 below) Buyer, Generation and its subsidiary or the Subsidiaries Buyer Indemnified Persons may incur as a result of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim claims brought by any of the Transferred Employees for back payor independent contractors against Buyer, front payits subsidiary or the Buyer Indemnified Persons relating to such termination. The parties acknowledge and agree that in the event any of Seller’s employees and independent contractors become employees or independent contractors with Buyer, benefits the indemnification obligation of Seller described in this Section 6.3 shall not apply to Buyer’s subsequent termination of the employment or compensatory other arrangements with Buyer. (d) Seller will not induce or punitive damagesotherwise attempt to influence any Employee against accepting his or her offer of employment from Buyer; however, Seller does not guarantee that any Claim of the Employees will accept Buyer’s offer of employment or become employed by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring Buyer after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsSoft Closing. (e) Buyer From and after the Soft Closing Date, Seller hereby waives any non-competition obligations or any other restriction on the activities of any Transferred Employee that arise pursuant to any employment or other agreement between any Transferred Employee and Seller shall cooperate as reasonably necessary that would otherwise prevent or restrict in any way such Transferred Employee from at any time performing his or her obligations or responsibilities to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6or for Buyer or its affiliates.

Employee Matters. (a) Not less than As set forth on Schedule 5.10, Seller has provided to Buyer an accurate list of all current employees of the Station together with a description of the terms and conditions of their respective employment and their duties as of the 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 those employees of Seller whom it desires to hire (such employees are hereinafter referred to as the "Hired Employees"), which offers shall be on terms and conditions that Buyer shall determine in its sole discretion. Buyer shall provide notice to Seller within thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as days of the Closing Date, to such individuals identified on Section 5.6(a) FCC's initial grant of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Assignment Applications identifying those employees to whom Buyer shall take all steps necessary intends to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer extend offers of employment. After Nothing contained in this Agreement shall obligate Buyer to hire any employee of Seller. Seller waives any claims against Buyer or any of the date hereof and Hired Employees arising from such employment, including without limitation any claims arising from any employment agreement or non-compete agreement. On or prior to the Closing DateClosing, Seller shall provide compensate the Station's employees for all accrued commissions, accrued vacations, sick leave and other accrued benefits, or if Buyer with accessassumes such obligations, during reasonable business hours such liabilities shall be prorated between Seller and upon reasonable notice, Buyer pursuant to Article IV. Seller shall terminate the Schedule 5.6 (a) Employeesemployment of all employees effective on the Closing Date and shall cooperate with, and Buyer agrees that it shall use its best efforts to conduct assist, Buyer in its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption efforts to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences secure satisfactory employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together arrangements with the continuing employees Hired Employees to whom Buyer makes offers of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationemployment. (c) Following the Closing for a period Nothing contained in this Agreement shall confer upon any employee of one (1) year, none of Seller any right with respect to continued employment by Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.nor shall

Employee Matters. (a) Not less than thirty (30) Business Days prior to Between the date hereof and the Closing Date, Buyer may offer shall make offers of employment, commencing effective as of the Closing Date, to all Property Employees (with such individuals identified offers to Property Employees being, in the aggregate, on substantially the same terms and conditions of employment as those provided by Seller immediately prior to the Closing Date), other than the Property Employees that are set forth on Section 5.6(a7.4(a) of the Seller Disclosure Letter Letter; provided, however, that (the “Schedule 5.6(ai) Employees”) as it may determine Buyer, in its sole discretion. Buyer shall take , may interview any or all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty Property Employees within the thirty (2030) Business Days day period prior to the Closing Date, and (ii) Buyer shall notify Seller not be required to make offers of the Schedule 5.6 (a) employment to any Property Employees who have accepted the Buyer reasonably determines it is prohibited from hiring and/or employing under any applicable Law (including without limitation any Gaming Law). The Property Employees who timely and properly accept Buyer’s offer offers of employment. After the date hereof and prior to the Closing Date, Seller employment shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences commence employment with Buyer effective as of (the Closing Date and are hereinafter collectively referred to as the “Transferred Employees.” Buyer shall not have any obligation to make offers of employment to, or who is on approved leave to otherwise hire or employ, any of absence onthe Inactive Employees. Subject to Section 7.4(f) hereof, nothing herein shall restrict Buyer from terminating the employment, for any reason, of any Transferred Employee following the Closing Date, together . Buyer shall not have any liability with the continuing employees of the Material Subsidiaries, shall be referred respect to herein as “Transferred any Retained Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following With respect to any employee or employee benefit plan, program or arrangement maintained by Buyer (including any severance plan), for all purposes of determining eligibility to participate and vesting but not for purposes of benefit accrual, a Transferred Employee’s service with Seller shall be treated as service with Buyer; provided, however, that such service need not be recognized to the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire extent that such recognition would result in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion duplication of such severance compensationbenefits. (c) Following Buyer shall waive, or cause to be waived, to the extent permitted by Buyer’s benefit plan, any pre-existing condition limitation under any welfare benefit plan maintained by Buyer or any of its Affiliates in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing, except to the extent such pre-existing condition limitation would have been applicable under the comparable Seller welfare benefit plan immediately prior to the Closing. Buyer shall recognize the dollar amount of all expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for a period purposes of one (1) satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Closing, none of to the extent such deductible and co-payment credits are permitted by Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose’s benefit plans. (d) BuyerUnless otherwise agreed to prior to the Closing Date between Buyer and Seller, Generation and the Subsidiaries Seller shall take all steps necessary or appropriate so that each Transferred Employee shall cease to accrue benefits under its employee pension benefit plans effective as of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after As soon as practicable following the Closing Date and Seller’s costsDate, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information take all action as may be necessary and appropriate to carry allow each Transferred Employee who is a participant in the Ruidoso Downs Racing, Inc. Retirement Savings Plan, as amended (the “401(k) Plan”) to be given the opportunity to elect to “roll over” his or her account balance to a comparable pension plan sponsored by Buyer (the “Buyer 401(k) Plan”), provided such “roll over” is in accordance with the provisions of such plans and applicable Law. Following such roll over, Buyer and the Buyer 401(k) Plan (or any successor thereto) shall be solely responsible for all liabilities under the Buyer 401(k) Plan relating to such Transferred Employees. (e) Unless otherwise agreed to prior to the Closing Date between Buyer and Seller, Seller shall be responsible for any claims incurred by a Transferred Employee prior to the Closing Date, under an employee welfare benefit plan sponsored or maintained by Seller, and Buyer shall be responsible for any claims incurred on or after the Closing Date by Transferred Employees under an employee welfare benefit plan under which such Transferred Employees may participate following the Closing Date. For purposes of the preceding provisions of this paragraph, a medical/dental claim shall be considered incurred on the date when the medical/dental services are rendered or medical/dental supplies are provided, and not when the condition arose or when the course of treatment began; provided, however, that claims relating to a hospital confinement that begins prior to the Closing Date but continues on the Closing Date or thereafter shall be treated as incurred before the Closing Date. Claims of Transferred Employees and their eligible beneficiaries and dependents for short-term or long-term disability benefits that arise out of occurrences prior to the Closing Date shall be the sole responsibility of the Seller and the Seller Benefit Plans. Claims of Transferred Employees and their eligible beneficiaries and dependents for short-term or long-term disability benefits that arise out of occurrences on or after the Closing Date shall be the sole responsibility of the Buyer. (f) Unless otherwise agreed to prior to the Closing Date between Buyer and Seller, Seller and its respective Affiliates shall be responsible for any COBRA obligations (including the provision of any COBRA notices) under this Section 5.64980B of the Code with respect to any Property Employee who has a qualifying event occurring prior to the Closing Date or is an M&A Qualified Beneficiary as defined under Section 54.4980B-9 of the Treasury Regulations. (g) Seller shall transfer to Buyer copies of any records (including, but not limited to, IRS Forms W-4) relating to withholding and payment of Federal, state, and local income, disability, unemployment, FICA, and similar taxes (collectively, “Payroll Taxes”) with respect to wages paid by Seller during the calendar year of the Closing to the Transferred Employees. In accordance with Revenue Procedure 2004-53 and comparable state and local Payroll Tax Laws, (i) Buyer may elect to (but only upon written notice to Seller no later than 90 days after the Closing, but in no event later than December 31 of the year of Closing) provide Forms W-2, Wage and Tax Statements, for the calendar year of the Closing setting forth the aggregate amount of wages paid to, and Payroll Taxes withheld in respect thereof, Transferred Employees for the calendar year of the Closing by Seller and Buyer as predecessor and successor employers, respectively, and (ii) Seller and Buyer agree to cooperate fully with each other in connection therewith and with any required notifications and transfers for state unemployment tax purposes, including experience ratings, employee wage bases and other related information.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer No later than twenty (20) Business Days following the date hereof, Buyer shall make offers of employment to the Company Employees listed on Schedule 7.6(a) hereto, to the Parent Employees and to any other employees agreed by Buyer and Seller to be included in Schedule 7.6(a) prior to the Closing Date(collectively, the “Designated Employees”). Buyer shall notify Seller may, in its sole discretion, rescind any such offers of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and employment prior to the Closing Datein which case Schedule 7.6(a) will be revised accordingly. Such offers shall be conditional upon the Closing occurring and on such other terms and conditions as Buyer determines in its sole discretion; provided, Seller however, that such offers of employment shall provide Buyer with accessinclude compensation and benefits which, during reasonable business hours and upon reasonable noticein the aggregate, are no less favorable to the Schedule 5.6 (a) Employeesemployee than the compensation and benefits provided to each of the Designated Employees by the Company or Parent, and Buyer agrees that it shall use its best efforts to conduct its hiring processas the case may be, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption immediately prior to the operations Closing; provided, further, that for purposes of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Datethis Section 7.6, together with the continuing employees of the Material Subsidiaries, stock options and other equity awards shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeedisregarded.” (b) Following the Closing for a period date hereof but prior to the Closing, Parent and the Company shall terminate the employment of one (1) yearall Designated Employees to whom Buyer has made an offer of employment, none effective as of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated bythe Closing, and received severance compensation fromshall be liable for properly settling all accounts with such Employees and shall request that such Employees execute waiver letters in the form set forth in Schedule 7.6(b)(i). In addition, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationfollowing the date hereof but prior to the Closing, the Company shall request that the Former Consultant also execute the waiver letter in the form set forth in Schedule 7.6(b)(ii). (c) Following Parent (with respect to the Parent Employees) and the Company (with respect to the Company Employees) shall be liable for and shall pay in accordance with any applicable Requirements of Law, all severance payments or other termination benefits (if any), due to any of the Designated Employees, as a result of the termination of their employment with the Parent or the Company in connection with the transactions contemplated by this Agreement, according to any applicable Requirements of Law or Contract. Parent (with respect to the Parent Employees) and the Company (with respect to the Company Employees) shall be liable for and shall pay, on or prior to the Closing, all wages, bonuses of any kind, commissions, prior notice, payment in lieu of prior notice, vacation pay, redemption of vacation accrual, recuperation pay, travel expenses, reimbursement of expenses, sick pay, pay for other compensated absences and other remuneration (including mandatory, contractual or discretionary benefits) earned or accrued with respect to the period prior to the Closing by Designated Employees who accept Buyer’s offer of employment according to any applicable Requirements of Law or Contract as of the Closing and including the release of all amounts accrued for a period the benefit of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire such Designated Employees in any capacity managers’ insurance policies, pension funds, provident funds, further education fund and any other benefit plan held on behalf of such Designated Employees and any related payroll deductions (such as employee benefit plan contributions and employment taxes) with respect thereto, regardless of whether as an employee, consultant, independent contractor such amounts have been accrued on the books of Parent or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeCompany at the Closing. (d) BuyerNeither Parent nor the Company, Generation and nor any Affiliates of Parent or the Subsidiaries Company, have taken or shall take any actions that are intended to or likely to dissuade any Designated Employees from accepting any offer of Generation shall be responsible for all Liabilities and obligations under employment by Buyer pursuant to Section 7.6(a), including offering such Employees other positions with Parent, the Worker Adjustment and Retraining Notification Act and similar foreignCompany, state and local rules, statutes and ordinances resulting from or Affiliates of Parent or the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing DateCompany. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller Nothing in this regard specifically includes Section 7.6 shall obligate the Buyer to offer employment to any Claim by any Designated Employee for a minimal period of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimstime. (e) Buyer and Seller shall cooperate indemnify the Buyer against any damages, costs, expenses and any other kind of liability imposed upon or caused to the Buyer in relation to any kind of legal or administrative claim, suit, or proceeding, with respect to (i) any of the Designated Employees, or any former Company or Parent employee, to the extent the cause of action relates to such employee’s previous employment with the Company, Parent or Imarad prior to the Closing and termination thereof regardless of whether such claim, suit or proceeding occurs prior to the Closing, including claims arising from any collective agreement or extension order applicable to Parent or the Company and claims of former employees for workers’ compensation, employment related payment or benefit or severance pay or any other termination-related payments mandated by applicable Requirements of Law; but not, for the avoidance of doubt, with respect to any claim, suit or proceeding based on continuation of rights from the previous employment by Parent, Seller or Imarad (such as reasonably necessary additional severance payment due to implement salary increases during employment with Buyer, seniority based rights and similar matters) other than due to a breach of the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective Seller’s obligations under this Section 5.67.6(c) and (ii) any claim made by a former consultant or a former manpower contractor employee or by any governmental entity regarding a former consultant or a former manpower contractor employee to the extent relating to the period prior to the Closing, including with respect to the existence of an employment relationship between such consultant or former manpower contractor employee and the Company or Parent prior to the Closing, and including any payment resulting from such employment relationship, directly or indirectly, and any tax and National Insurance liability resulting from such claim; but not, for the avoidance of doubt, with respect to any claim based on continuation of rights from the previous employment of any manpower contractor employee by Parent, Seller or the manpower contractor (such as additional severance payment due to salary increases during employment with Buyer, seniority based rights and similar matters) other than due to a breach of the Seller’s obligations under Section 7.6(c). Buyer shall indemnify Parent (with respect to the Parent Employees) and the Company (with respect to the Company Employees) against any damages, costs, expenses and any other kind of liability imposed upon or caused to Parent or the Company in relation to any kind of legal or administrative claim, suit, or proceeding, with respect to (i) any of the Designated Employees, to the extent the cause of action relates to such Designated Employee’s employment with Buyer or any of its Affiliates after the Closing, including any termination thereof, including claims arising from any collective agreement or extension order applicable to Buyer or any of its Affiliates after the Closing, unless such collective agreement or extension order was also applicable to Seller prior to the Closing and was required to be disclosed on Schedule 4.15(d), but was not, and (ii) any claim made by a former consultant or former manpower contractor employee hired by Buyer or any Affiliate to the extent relating to the period following Closing.

Employee Matters. (a) Not less than thirty (30) Business Days prior Seller has provided or made available to Purchaser a complete list of all Employees employed at the Closing Date, Buyer may offer employment, commencing Branches as of the Closing Datedate hereof. There are no employment agreements, to such individuals identified on Section 5.6(a) non-compete agreements or other contracts or arrangements for the performance of personal services at the Seller Disclosure Letter (Branches, with Employees employed or independent contractors or consultants retained, at the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired EmployeeBranches.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in Seller has not received services from any capacity (whether individual whom Seller treated as an independent contractor, but who should have been treated as a common-law employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit Seller has complied with all legal requirements relating to the employment or services ofof its Employees in all material respects, or hire in including any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee provisions thereof relating to: (i) wages, hours, bonuses, commissions, termination pay, vacation pay, sick pay, fringe benefits, health insurance continuation (COBRA), and the payment and/or accrual of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or the same and all insurance and all other costs and expenses applicable thereto; (ii) of Energy unlawful, wrongful, or its Affiliates without the prior written consent of Sellerretaliatory or discriminatory employment or labor practices; (iii) occupational safety and health standards, which may not be unreasonably withheldor (iv) plant closing, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time mass layoff, immigration, workers' compensation, disability, unemployment compensation, whistleblower and purposeother employment Legal Requirements. (d) Buyer, Generation Seller has not engaged in any "mass layoff" or "plant closing" (as defined by applicable federal and state WARN laws) within the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees six months prior to indemnify Seller and closing with respect to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsBranches. (e) Buyer Seller is not a party to any collective bargaining agreement or other labor union contract applicable to its Employees. There are and have been no strikes, slowdowns, work stoppages or lockouts, by or with respect to any of the Employees of Seller shall cooperate in connection with the operation of the business. Seller has not agreed to recognize any union or other collective bargaining representative, and no union or other collective bargaining representative has been certified as reasonably necessary the exclusive bargaining representative of any of Seller's Employees. There is no current union representation matter involving employees of Seller, and, to implement Seller's knowledge, there is no activity or proceeding of any labor organization n(or representative thereof) or employee group to organize any such Employees. (f) No Employee of Seller is a party to, or is otherwise bound by, any agreement, including any confidentiality, non-competition, non-solicitation, or proprietary rights agreement between such employee and any other Person which materially adversely affects or will materially adversely affect the provisions Employee's ability to perform duties as an employee of this Section 5.6 Purchaser following the Closing. (g) No Employee of Seller has asserted or threatened to assert any claim against Seller or any of Seller's officers, directors, or managers (whether under legal requirement, any employment agreement or otherwise) on account of or for: (i) overtime pay; (ii) wages, salaries, bonuses or commissions; (iii) vacations, sick leave or time off or pay in lieu of vacation or sick leave or time off; (iv) alleged unlawful, unfair, wrongful, retaliatory or discriminatory employment or labor practices; (v) breach of contract arising under an individual agreement or any other employment covenant whether express or implied; (vi) alleged violation of any law regarding minimum wages, maximum hours of work, or meal and agree rest periods; (vii) alleged violation of occupational safety and health standards; (viii) alleged tort violations; or (ix) alleged violations of immigration, workers' compensation, disability, unemployment compensation, protected leave, whistleblower, or any other employment or labor relations laws. (h) All Employees of Seller are authorized to provide work in the United States and a Form I-9 has been properly completed and retained with respect to each of Seller's current and former employees. (i) The Employees of Seller who have (or have had) access to confidential and/or proprietary information of Seller have executed confidentiality and assignment of inventions documentation which documentation is adequate to protect Seller's proprietary interest therein. (j) The employment of each Employee of Seller is terminable at will without cost to Seller except for payment of accrued salaries or wages and vacation pay. No current or former Employee of Seller has any right to be rehired by Seller prior to its hiring an individual not previously employed by Seller. (k) All Employees of Seller have been or will have been, on the next regularly scheduled pay date after the Closing, paid in full by Seller for all earned wages, salaries, commissions, bonuses, vacation pay, sick pay, and other compensation of any kind for services performed on behalf of Seller up to and including the Closing Date. (l) To Seller's knowledge, no officer or other key Employee of Seller intends to terminate employment with such records and information as may be necessary and appropriate Seller prior to carry out their respective obligations under this Section 5.6the Closing. Seller has not taken any action which was calculated to dissuade any present employees, representatives or agents of Seller from working for the Purchaser following the Closing.

Employee Matters. (a) Not Buyer covenants that not later than fifteen (15) days prior to the Closing Date, Buyer, or Buyer’s Affiliates, shall extend a written offer of continuing employment, transition employment or day one severance to each employee of the Acquired Companies (each, an “Offered Employee”), including any such employee who is on FMLA leave or any other approved leave of absence, provided that such employee returns or is expected to return on or before one hundred eighty (180) days following the date upon which such employee’s absence commenced (or, if later, such time that is required under applicable Law). Buyer or Buyer’s applicable Affiliate shall hire (effective as of the Closing Date, or if later, on such date on which such Offered Employee returns or is approved to return to work in accordance with the FMLA or the requirements of such other approved leave of absence) each Offered Employee who accepts an offer of continuing employment or transition employment, subject to such employee’s satisfaction of the Buyer Hiring Protocols; provided that the Buyer Hiring Protocols shall not apply with respect to any Offered Employee who receives a written offer for day one severance. Any such employment offers shall be “at-will” and contingent upon the Closing. Offers made to each of the Offered Employees shall provide for either Benefit Period Qualifying Offer Terms or language that provides for the employee to elect to receive severance if the offer fails to satisfy the Benefit Period Qualifying Offer Terms. Except as otherwise provided above, all offers of continuing or transition employment made by Buyer or any of its Affiliates shall be subject to such employee’s satisfaction of Buyer’s or its applicable Affiliate’s standard hiring and onboarding protocols and policies, including, without limitation, completion of a Form I-9 and proof of identity and right to work in the United States (collectively, the “Buyer Hiring Protocols”). Buyer covenants that each Offered Employee shall have no less than thirty five (305) Business Days in which to accept or reject Buyer’s or its Affiliate’s offer of continuing employment or transition employment offer and the required period for any employee to consider a day one severance offer. Notwithstanding the foregoing, neither Buyer nor its Affiliates shall have any obligation to make any severance payment to (i) an employee of the Acquired Companies who is on an unapproved leave of absence, (ii) an employee of the Acquired Companies who is on an approved leave of absence but is not expected to return to work on or before one hundred eighty (180) days following the date upon which such employee’s absence commence (or, if later, such time that is required under applicable Law), and (iii) an Offered Employee who (A) rejects a Benefit Period Qualifying Offer Term of continuing or transition employment; (B) is eligible for severance but does not execute (or executes but later revokes) a Separation Agreement and Full Release of Claims; or (C) does not become an Affected Employee as a result of failing to satisfy the Buyer Hiring Protocols (each such employee, a “Disqualified Employee”). The employment of each Disqualified Employee shall be terminated, and ▇▇▇▇▇▇ agrees to bear the cost, if any, of such termination, including any severance obligations, it being understood that Seller shall indemnify Buyer and its Affiliates to the extent WARN obligations arise in connection with a Disqualified Employee’s termination. (b) With respect to any employee benefit plan, program or policy that is made available by Buyer or its Affiliates after the Closing Date to any Offered Employee who is not otherwise a Disqualified Employee and who continues their employment with Buyer or an Affiliate thereof following the Closing (each, an “Affected Employee” and, collectively, the “Affected Employees” and such plans, the “Buyer Plans”): (i) service for eligibility and vesting purposes, with the service that is credited under the corresponding Employee Plan in which such Affected Employee participated immediately prior to the Closing Date (including service with predecessor employers, to the extent such service is credited under such Employee Plan); provided, however, that Buyer or its Affiliates may exclude any such prior service credit that would result in a duplication of benefits (excluding defined benefit plans, severance or post-employment welfare compensation and benefits), except to the extent such credit would result in a duplication of benefits, and (ii) with respect to any Buyer Plans that are group health plans, Buyer shall use commercially reasonable efforts to cause such Buyer Plans to (A) provide credit for any co-payments or deductibles and maximum out-of-pocket payments by such Affected Employee during the year in which the Closing occurs, and (B) waive all pre-existing condition exclusions and waiting periods, other than limitations or waiting periods that had not been satisfied under corresponding Employee Plans prior to the Closing Date. (c) From the Closing and for a period of at least one (1) year immediately thereafter (or, if earlier, the date of the Affected Employee’s termination of employment) (the “Benefit Period”), Buyer shall or shall cause its Affiliates (including the Acquired Companies) to provide to each Affected Employee who continues to be employed by Buyer, the Acquired Companies or any of their respective Affiliates with (i) a rate of total compensation (including base salary or base wages, as applicable, as well as any cash and equity incentive compensation opportunities) that is no less than the aggregate total compensation that such Affected Employee received immediately prior to the Closing, and (ii) employee benefits (including retirement and health and welfare but excluding any defined benefit and supplemental pensions, retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate to the employee benefits (subject to the same exclusions) provided to similarly situated employees of Buyer or its Affiliate (“Benefit Period Qualifying Offer Terms”). Except as otherwise provided with respect to a Disqualified Employee, for a period of ninety (90) days following the Closing, Buyer shall not, and shall cause the Acquired Companies not to, take any action that would trigger advance notice obligations under the WARN Act without satisfying any such obligations. At the Closing, Seller will provide to Buyer a list of the name and site of employment of any employees of the Acquired Companies who experienced an “employment loss” (as defined in the WARN Act) within the ninety (90) days prior to the Closing, along with the date of the employment loss. (d) Buyer shall (or shall cause one of its Affiliates to) honor the terms of any retention bonus plans (and any corresponding award agreements) in a manner consistent with the terms and conditions thereof as set forth in Section 8.1(d)(i) of the Disclosure Schedules (collectively, the “Retention Obligations”); provided, that Seller shall reimburse Buyer (or its Affiliate) for any and all costs associated with paying retention bonuses under the Retention Obligations up to that certain maximum amount set forth in Section 8.1(d)(i) of the Disclosure Schedules. In addition, Buyer shall adopt, for the benefit of those certain Affected Employees set forth on Section 8.1(d)(ii) of the Disclosure Schedules, that certain USA Compression/▇-▇ Energy Company Transaction Severance Plan (the “Severance Plan”), substantially in the form set forth in Section 8.1(d)(iii) of the Disclosure Schedules; provided, at least five (5) Business Days prior to the Closing, Seller or the Acquired Companies, as applicable, shall execute resolutions to terminate any Employee Plan that currently provides severance benefit to any Affected Employees (each, a “Seller Severance Plan”), which termination of each Seller Severance Plan shall become effective prior to the Closing Date, which resolutions shall be provided to Buyer in draft form for Buyer’s reasonable comment prior to the execution thereof. In addition, Seller shall reimburse Buyer (or its Affiliate) for any and all costs associated with paying severance benefits under the Severance Plan to that certain subset of such Affected Employees, during that certain period, and up to that certain amount, in each case, as set forth in Section 8.1(d)(ii) of the Disclosure Schedules. Except as otherwise provided in this Section 8.1(d) and the Disclosure Schedules thereunder, Buyer and its Affiliates shall have no obligation or Liability to provide retention, severance or any similar benefits to the Affected Employees under, or with respect to, any Employee Plan. Notwithstanding anything contained in this Agreement to the contrary, during the one (1)-year period following Closing, Buyer shall not (and shall cause its Affiliates not to) terminate, or amend or modify in a manner that is adverse to the interests of the Affected Employees, the Severance Plan. (e) Unless Buyer determines otherwise by providing the Seller and the Acquired Companies with written notice at least five (5) Business Days prior to the Closing, the Acquired Companies and Seller shall, and Seller shall cause its Affiliates to, as applicable, (i) execute resolutions to terminate any Employee Plan qualified under Section 401(a) of the Code and containing a Code Section 401(k) cash or deferred arrangement (a “Company 401(k) Plan”) and (ii) fully vest each employee in his or her account balance in such Company 401(k) Plan, in each case, effective at least one (1) day prior to the Closing Date (the “ERISA Effective Date”). Prior to the ERISA Effective Date, the Acquired Companies and Seller shall, and Seller shall cause its Affiliates to, as applicable, provide Buyer with executed resolutions authorizing such termination and amending any such Company 401(k) Plan commensurate with its termination to the extent necessary to comply with all applicable Laws and the termination, which resolutions shall be provided to Buyer in draft form for Buyer’s reasonable comment prior to the execution thereof. The Acquired Companies and Seller shall, and Seller shall cause its Affiliates to, as applicable, also take such other commercially reasonable actions in furtherance of the termination of each Company 401(k) Plan as Buyer may reasonably require, including such actions as Buyer may reasonably require prior to the Closing Date to support Buyer obtaining a determination letter with respect to the termination of each Company 401(k) Plan following the ERISA Effective Date. (f) Effective as of the Closing Date, Buyer will, or will cause its Affiliate to, maintain or designate a Code Section 401(k) cash or deferred arrangement (the “Buyer 401(k) Plan”) for the Affected Employees to participate. Buyer shall cause, or shall cause its Affiliates to cause, the Buyer 401(k) Plan to accept a direct rollover of any Affected Employee’s accounts under the Company 401(k) Plan and Buyer will, or will cause its Affiliates to, cause such Buyer 401(k) Plan to accept direct rollover of any promissory notes for outstanding loans; provided, however, all underlying assets are rolled over with respect to any such Affected Employee’s accounts. (g) Seller and Buyer each will, and each will cause its Affiliates as necessary to, cooperate (i) in carrying out the provisions of this Section 8.1 (including working with third-party administrators and insurance carriers and making available to the other such records and other information as the other may reasonably request to facilitate the determination of the period of service and salary or wages of any Affected Employee) and (ii) in the preparation, execution and filing of documents required by the transfer of assets and liabilities pursuant to this Section 8.1. All obligations undertaken pursuant to this Section 8.1 may be satisfied in whole or in part by an Affiliate of Seller or Buyer. (h) Notwithstanding anything in this Section 8.1 to the contrary, nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any Employee Plan maintained by the Acquired Companies, Buyer or any of their Affiliates, or shall limit the right of the Acquired Companies or Buyer to amend, terminate or otherwise modify any employee benefit plan maintained by the Acquired Companies, Buyer or any of their Affiliates following the Closing Date. If (i) a Person other than the Parties makes a claim or takes other action to enforce any provision in this Agreement as an amendment to any employee benefit plan maintained by the Acquired Companies, Buyer or any of their Affiliates, and (ii) such provision is deemed to be an amendment to such employee benefit plan maintained by the Acquired Companies, Buyer or any of their Affiliates even though not explicitly designated as such in this Agreement, then, solely with respect to the employee benefit plan maintained by the Acquired Companies, Buyer or any of their Affiliates at issue, such provision shall lapse retroactively and shall have no amendatory effect with respect thereto. (i) The Parties acknowledge and agree that all provisions contained in this Section 8.1 are included for the sole benefit of the Parties, and that nothing in this Agreement, whether express or implied, shall create any third-party beneficiary or other rights (i) in any other Person, including any current employee or former employee of the Acquired Companies, any participant in any employee benefit plan maintained by Buyer or any of its Affiliates, or any dependent or beneficiary thereof, or (ii) to continued employment with Buyer or any of its Affiliates for any period of time or upon any particular terms and conditions. (j) To the extent any “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder (hereafter, “Section 280G”)) of the Company or any of its Affiliates (a “Disqualified Individual”) may receive any payment(s) or benefit(s) as a result of or in connection with the Contemplated Transactions (either alone or upon the occurrence of any additional or subsequent events) and such payment or benefit could constitute “parachute payments” under Section 280G or could result in the imposition of any excise Tax imposed under Section 4999 of the Code, the Company shall, prior to the Closing, use reasonable best efforts to: (i) obtain a binding written waiver (each, a “Section 280G Waiver”) from each Disqualified Individual of such Disqualified Individual’s right to receive any portion of such parachute payments that exceeds three times such Disqualified Individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code less one dollar (collectively, the “Excess Parachute Payments”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to a stockholder vote in accordance with the requirements of Section 280G(b)(5)(B) of the Code and Treasury Regulations Section 1.280G-1 thereunder (the “280G Stockholder Approval Requirements”); and (ii) solicit a vote of stockholders in a manner that satisfies the 280G Stockholder Approval Requirements in respect of the Excess Parachute Payments payable to all such Disqualified Individuals who have executed a Section 280G Waiver. The Section 280G Waivers, calculations, disclosure, equityholder consents, and any other documents prepared, issued, distributed, adopted or executed in connection with the implementation of this Section 8.1(j) shall be provided to Buyer no later than five (5) Business Days prior to the Closing DateDate and shall be subject to Buyer’s prior reasonable review and comment, Buyer may offer employmentand the Company shall implement any reasonable comments provided by Buyer. To the extent any Excess Parachute Payments are not approved as contemplated above, commencing as of such Excess Parachute Payments shall not be made or provided to the Closing Date, to such individuals identified on extent waived in the Section 5.6(a) of the Seller Disclosure Letter 280G Waivers. At least one (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (201) Business Days Day prior to the Closing Date, the Company shall deliver to Buyer shall notify Seller written evidence of satisfaction of the Schedule 5.6 (arequirements of this Section 8.1(j) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each or written notice of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationnonsatisfaction thereof. (ck) Following Notwithstanding anything to the Closing for a period of one (1) yearcontrary herein, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit in the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) event that any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of participating in the ▇-▇ Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.Com

Employee Matters. (a) Not Effective as of the Closing, the Sellers shall assign and Purchaser shall assume all of the Sellers' obligations to be performed or discharged after the Closing under the Collective Bargaining Agreements (other than obligations which are excluded from the Assumed Liabilities by the exclusions to Section 1.5(b)), and the Purchaser shall offer employment pursuant to the terms thereof to all Union Employees. (b) The Purchaser agrees to offer to all Non-Union Employees employment with the Purchaser effective on the Closing at positions of comparable rank to that held by, and at wages and salaries that are not less than thirty (30) Business Days the wages and salaries being paid by the Sellers to, such employees immediately prior to the Closing and otherwise on the terms and conditions set forth on Schedule 6.11(b). (c) Without limiting the generality of the foregoing, the Purchaser shall, for purposes of eligibility, vesting, and benefit entitlement under all of the Purchaser's employee benefit plans and to the extent permitted by Law and such plans, recognize the service of all New Employees (including awarding credit under any defined contribution pension plans or other benefit plans maintained by the Purchaser) for all service properly credited to the New Employees under any of the Sellers' defined contribution pension plans or other benefit plans as in existence on the date hereof, including all service with predecessor employers as may have been properly granted under such benefit plans of the Sellers. The Purchaser's defined contribution pension plans and other benefit plans shall be amended to reflect the foregoing. The Purchaser shall take such actions as may be necessary so that (to the extent permitted by Law), (i) to the extent a New Employee or his or her eligible spouse or dependent has satisfied the waiting period and/or pre-existing condition limitations under the applicable Employee Welfare Plan, such waiting period and/or pre-existing condition limitations will be regarded as satisfied under each Employee Welfare Benefit Plan; (ii) to the extent a New Employee has not satisfied the waiting period and/or pre-existing condition limitation under the Employee Welfare Plan, properly credited service with the Sellers shall be taken into account in applying waiting period and pre-existing condition limitations under the Employee Welfare Benefit Plan; and (iii) all amounts paid by the New Employee for the calendar year in which the Closing occurs as deductibles or co-pay amounts or similar payments with respect to benefits under the Employee Welfare Plans shall be credited as if so paid for such calendar year with respect to the Employee Welfare Benefit Plans; provided, however, that notwithstanding the foregoing, such crediting of payments shall be contingent upon the Sellers providing the Purchaser as soon as practicable after the Closing Date with documentation evidencing such payments made by New Employees as well as such information as is reasonably necessary for proper underwriting of such benefits. (d) The Purchaser shall be liable for all claims for severance benefits under the severance policy listed on Schedule 2.15(b) incurred with respect to Transferring Employees on or after the Closing Date which arise as a result of the transactions contemplated by this Agreement, and the Sellers shall be responsible for any other claims for severance benefits (other than severance benefits payable under policies instituted by the Purchaser, including the policy described in the next sentence). If, within one year after the Closing Date, Buyer may offer employmenta New Employee other than a Union Employee (other than one who retires under the Sellers' retiree benefit programs) is terminated by the Purchaser or its Affiliates other than for misconduct or unsatisfactory performance, commencing the Purchaser shall provide such terminated New Employee other than a Union Employee with severance benefits as set forth on Schedule 6.11(d). (e) The Sellers shall be liable for any vacation benefits payable under the Sellers' applicable policies on or prior to the Closing Date to Union Employees and the Purchaser shall be liable for any vacation benefits after the Closing Date to Union Employees who become New Employees. The Sellers and the Purchaser shall each be liable for 50% of all vacation benefits for calendar year 1995 earned and not used as of the Closing Date by Non-Union Employees who become New Employees. (f) The Sellers shall make all (i) "matching contributions" under the UDMI Plan with respect to contributions made by or on behalf of Union Employees accrued as of the Closing Date that would normally be matched by the Sellers, (ii) profit sharing contributions accrued as of the Closing Date, to such individuals identified on Section 5.6(a) if any, under the terms of the Seller Disclosure Letter UDMI Plan with respect to Union Employees, and (the “Schedule 5.6(aiii) Employees”) matching contributions accrued as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to of the Closing Date, Buyer if any, under the Guinness 401(k) Plan with respect to the Non-Union Employees. The Sellers shall notify Seller of cause the Schedule 5.6 (aGuinness 401(k) Plan and the UDMI Plan to be amended to provide that all New Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to shall be vested in their account balances under each such plan through the Closing Date. (g) The Sellers shall cause the trustees of the UDMI Plan to transfer, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable noticewithin the meaning of Department of Treasury Regulation Section 1.414(l)-1(o), to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.trust created under

Employee Matters. (a) Not less than thirty On the date which is ten (3010) Business Days prior to the Closing DateClosing, the Sellers shall provide Buyer with a list of the names, job title and assigned location of each Employee compensated on a salary or hourly basis and whose terms and conditions of employment are not established pursuant to a collective bargaining agreement (the "Non-Union Employees"). Not less than five (5) Business Days prior to Closing, Buyer may offer employment, commencing shall provide Parent with a list of all Non-Union Employees who will [not] receive offers of employment from Buyer. Effective as of the Closing Date, Buyer will offer employment to such individuals identified on Section 5.6(aNon-Union Employees as it shall determine. All Non-Union Employees who receive and accept an offer of employment from Buyer are herein referred to as the "Transferred Non-Union Employees." (b) At the Closing, Sellers shall provide Buyer with a list (which shall be current as of a date no more than five days prior to Closing) of the Seller Disclosure Letter names, job title, seniority, and assigned location of each Employee whose terms and conditions of employment are established pursuant to a collective bargaining agreement (the “Schedule 5.6(a"Union Employees"). Subject to Section 4.13(f) Employees”) below, effective as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to of the Closing Date, Buyer shall notify Seller assume all of Seller's post-closing obligations under the Schedule 5.6 (a) relevant collective bargaining agreements. All Union Employees who have accepted Buyer’s offer of employment. After become employed by Buyer are herein referred to as the date hereof "Transferred Union Employees." Transferred Non-Union Employees and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Transferred Union Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be are collectively referred to herein as “the "Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6."

Employee Matters. (a) Not less than thirty (30) The Buyer shall offer employment to certain or all of the employees of the Seller's Business Days prior at the Closing, subject to the Closing Date, following: (i) Seller shall furnish to Buyer may offer employment, commencing as a list of the Closing Date, to such individuals identified on Section 5.6(a) all employees of the Seller Disclosure Letter (who are currently performing services for the “Schedule 5.6(a) Employees”) as it may determine in its discretionSeller's Business, their dates of hire, current job duties and salary or wage compensation levels. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller No employee of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, be deemed to be hired by the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of each such severance compensation. (c) Following employee shall be offered employment with the Closing for a period of one (1) year, none of Buyer, Generation elects to accept employment with the Buyer, and agrees in writing to waive any claims against Buyer for severance pay, employee benefits or their Affiliates shall directly or indirectly solicit the employment or services of, or hire other "Compensation" (as defined in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or clause (ii) of Energy below) received or its Affiliates without the prior written consent of receivable from Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time other than the payment of accrued wages and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances other benefits resulting from the actions his or her performing of Buyer, Generation services for Buyer from and the Subsidiaries of Generation after the Closing Date. Buyer agrees Subject to indemnify Seller and the foregoing conditions, such employee shall be deemed to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any be a "Hired Employee" of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsBuyer. (eii) In no event shall Buyer be liable for any wages, severance pay, vacation pay, pension, unemployment, retirement, disability, medical or sick leave, or other benefits or obligations (collectively, "Compensation") owed to any employee of the Seller or the Seller's Business who is not a Hired Employee. (iii) Nothing in this ss.5(e) shall obligate the Buyer to continue to employ any Hired Employee for any specific period of time. For purposes of vacation and other benefits provided by the Buyer to Hired Employees, the Buyer shall give such employees service credit for all periods of employment with the Seller. (iv) Any employee of the Seller shall cooperate as reasonably necessary to implement that does not become a Hired Employee of the provisions of this Section 5.6 and agree to provide each other with such records and information as Buyer may be necessary dismissed by the Seller at any time; provided that all Compensation obligations payable to such employee shall be the sole Liability and appropriate to carry out their respective obligations under this Section 5.6responsibility of the Seller.

Employee Matters. (a) Not Effective as of the Closing, the Acquirors shall offer to employ on an at-will basis each of the primary-care business unit field sales force and management personnel and internal Elan personnel dedicated to the Businesses, in each case as set forth on Schedule 8.10 of the Elan Disclosure Schedule (collectively, the "Employees") who is actively employed as of the Closing, in each case with substantially the same responsibilities and duties and at a total base salary plus target bonus opportunity or hourly rate not less than thirty (30) Business Days the total base salary plus target bonus opportunity or hourly rate then applicable to such Employee immediately prior to the Closing DateClosing, Buyer may offer employmentwith such employment to commence as of the Closing. Such offers of employment shall be delivered to applicable Employees prior to the Closing. For purposes of this Section 8.10(a), commencing an Employee will be treated as "actively employed" if as of the Closing Datesuch person is actively at work, to such individuals identified or on Section 5.6(avacation, holiday, jury duty, military leave, sick leave (not including short-term or long-term disability) or bereavement leave. In addition, each Employee who as of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is not actively employed but is on an approved leave of absence on) (other than long-term disability), and who within 120 days following the Closing Date, together presents himself or herself to the Acquirors as ready to commence active employment with the continuing employees Acquirors, shall at such time also be offered employment on an at-will basis on the terms set forth above. The Acquirors shall not be required to offer to employ any Employee who (i) is on long-term disability as of the Material SubsidiariesClosing or (ii) is on short-term disability as of the Closing and goes on long-term disability prior to returning to active employment with the Elan Companies. Except as specifically provided in this Section 8.10(a), Acquirors shall determine in their sole discretion the terms and conditions of employment to be offered to Employees. Effective as of the Closing, the Elan Companies shall terminate the employment of each Employee who receives an offer of employment from the Acquirors in accordance with this Section 8.10(a). Each Employee who becomes employed by the Acquirors is herein referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-"Hired Employee".” (b) Following Effective as of the Closing for a period (or on any later date of one (1) yearhire by the Acquirors in the case of an Employee not actively employed at the Closing), none of Buyer, Generation or their Affiliates all Employees shall hire cease participation in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired all Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion Benefit Plans subject to the terms of such severance compensationplans. (c) Following Effective as of the Closing (or on any later date of hire by the Acquirors in the case of an Employee not actively employed at the Closing), Employees who are participants in the Elan 401(k) Savings Plan ("Elan's 401(k) Plan") shall cease to be eligible for any future contributions to Elan's 401(k) Plan except with respect to compensation from the Elan Companies prior to the Closing and as provided under Elan's 401(k) Plan, and shall be entitled to a period distribution of one their account balances under Elan's 401(k) Plan in accordance with such plan and as permitted by the Code. Hired Employees who receive an eligible rollover distribution (1) year, none within the meaning of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (iSection 402(c)(4) of Seller or its Affiliates who is not the Code, including a Schedule 5.6(a) Employee or (iidirect transfer of an eligible rollover distribution within the meaning of Section 401(a)(31) of Energy or its Affiliates without the prior written consent Code) from Elan's 401(k) Plan shall, subject to the provisions of SellerSection 402 of the Code, which may not be unreasonably withheldpermitted to make a rollover contribution to a defined contribution plan of the Acquirors ("Acquiror's Defined Contribution Plan"); provided, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposehowever, that the Acquirors are reasonably satisfied (consistent with the regulations promulgated under Section 401(a)(31) of the Code) that Elan's 401(k) Plan meets the requirements of Section 401(a) of the Code. (d) BuyerAs of the Closing, Generation the Acquirors shall, with respect to their vacation, 401(k) and other employee benefit plans, policies, programs or arrangements that contain a service credit component and that are maintained by the Acquirors after the Closing (solely to the extent applicable to such Hired Employee), credit each Hired Employee with the applicable service credited for such Hired Employee's duration of employment by the Elan Companies (or any predecessor to the Elan Companies) for purposes of their Employee Benefit Plans. (e) Hired Employees shall be eligible to enroll in a health plan determined by the Acquirors as of the Closing without (i) any waiting periods, (ii) any evidence of insurability or (iii) application of any pre-existing physical or mental condition restrictions, except to the extent that such waiting periods, evidence of insurability or pre-existing mental or physical condition restrictions would apply under the applicable Elan Companies' medical benefit plan and be permitted by Law. Without limiting the generality of Section 3.01(b)(ix) and Section 3.01(b)(x), the Elan Companies shall retain responsibility for all payment of benefits under its medical benefit plan to Hired Employees (and their eligible dependents) for claims incurred prior to Closing. The Acquirors shall be responsible for claims for medical benefits incurred by each Hired Employee (and his or her dependents) on or after each such Hired Employee's date of hire by the Acquirors under the Acquirors' medical benefit plan applicable to the Hired Employees. For purposes of the preceding sentences, a claim shall be deemed to have been incurred on the date on which medical or other treatment or service was rendered and not the date of inception of the related illness or injury or the date of submission of a claim related thereto. The Acquirors shall recognize, or cause to be recognized, the dollar amount of all expenses incurred by each Hired Employee (and his or her eligible dependents) during the calendar year in which the date of hire by the Acquirors occurs for purposes of satisfying such year's deductible and co-payment limitations and out-of-pocket maximums under the relevant welfare benefit plans in which such Hired Employee (and his or her eligible dependents) will be eligible to participate after the Closing. Without limiting the generality of Section 3.01(b)(ix) and Section 3.01(b)(x), the Elan Companies and their Affiliates shall retain sole responsibility for all Liabilities in respect of continuation coverage of health insurance under Section 4980B of the Code or Part 6 of Title I of ERISA or other similar state or local law to Employees and any other current and former employees of the Elan Companies and their Affiliates and their eligible dependents with respect to "qualifying events" (as defined in Section 4980B of the Code) occurring on or prior to the Closing. (f) The Acquirors and the Subsidiaries Elan Companies expressly acknowledge and agree that the Acquirors shall be obligated, in respect of Generation any Hired Employee whose employment is involuntarily terminated by the Acquirors within six months following the Closing, to pay all amounts and benefits that the Elan Companies would have been required to pay under the Elan U.S. Severance Plan (the "▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Plan") had the Elan Companies retained such Hired Employee as of the Closing and terminated such Hired Employee on the date terminated by the Acquirors so long as (x) such Hired Employee's employment was terminated under circumstances entitling such Hired Employee to severance benefits under the terms of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Plan as in effect on the date hereof, and (y) such Hired Employee executes a valid waiver and release in substantially the same form as the Waiver and Release Agreement (as defined in the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Plan) which remains unrevoked by such Hired Employee for the applicable seven-day revocation period provided therein. Nothing in this Section 8.10 shall be construed as limiting the Acquirors' right to terminate any Hired Employee at any time, with or without cause. The Elan Companies shall have no Liability or obligation with respect to severance benefits that may become payable under any severance benefit plan or arrangement of the Acquirors applicable to Hired Employees. (g) The Acquirors shall be responsible for all Liabilities Liabilities, obligations, costs, claims, proceedings and obligations demands, under the Worker Adjustment and Retraining Notification Act and similar foreignWARN Act, or any state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring notification law, or similar Law in other jurisdictions, arising out of, or relating to, (i) in respect of Employees, the failure of the Acquirors to offer employment to Employees in accordance with Section 8.10(a), or (ii) in respect of Hired Employees, any actions taken by the Acquirors or their Affiliates after Closing; provided, however, that the Closing Date and Seller’s Acquirors shall not be responsible for any such Liabilities, obligations, costs, including reasonable attorney’s feesclaims, proceedings and demands to or in defending respect of any such Claimsemployees of the Elan Companies other than the Employees. (eh) Buyer The Elan Companies shall make pro rata bonus payments (the "Stub Period Bonus") to Hired Employees in respect of each quarterly, annual or other applicable performance period under the relevant Employee Benefit Plans that has not yet been completed as of the Closing (each such period, the "Performance Period"). Such Stub Period Bonuses shall be computed under the terms of the applicable bonus plan, consistent with past practice. The Stub Period Bonus shall be paid to the Hired Employees as soon as practicable following the Closing and Seller shall cooperate as reasonably necessary to implement the provisions determination of such amounts. (i) Following the date of this Section 5.6 and agree Agreement, the Elan Companies shall use commercially reasonable efforts to provide each other the Acquirors with such records all information and information as may be necessary data reasonably requested by the Acquirors in connection with the Acquirors' rights and appropriate to carry out their respective obligations under this Section 5.68.10, including exchanging information and data relating to employee benefits and employee benefit plan coverages (except to the extent prohibited by applicable Law).

Employee Matters. (a) Not less than thirty (30) Business Days prior to Purchaser and the Company acknowledge and agree that, until the Closing Date, Buyer may Presidio may, in its sole discretion, interview and extend offers of employment to any or all of the employees specified on Schedule 6.12(a) of the Company Disclosure Schedules (such employees, the “EQV Operating Employees”). Such offer shall provide for terms and conditions of employment, commencing including an annual base salary or hourly wage rate, as of applicable, position, title and other terms to be determined in ▇▇▇▇▇▇▇▇’s sole discretion. (b) On the Closing Date, the Company shall provide to such individuals identified on Section 5.6(a) the Purchaser a true, accurate, and complete list of the Seller Disclosure Letter name of each employee of the Company, of EQV Operating or of EQV Employee Management who has suffered an “employment loss” (as defined in WARN Act) during the 90-day period preceding the Execution Date and setting forth for each such person: (i) reason for the employment loss, (ii) last job title(s) and department, (iii) work location, and (iv) date of termination. If no “Schedule 5.6(aemployment loss” has occurred during such 90-day period, then the Company shall provide the Purchaser a written confirmation of such. If a “mass layoff” (as defined in the WARN Act) Employees”) as it may determine in its discretion. Buyer occurs or is deemed to occur with respect to the EQV Operating Employees at any time on or after the Execution Date, the Purchaser shall take be solely responsible for providing all steps necessary notices required under the WARN Act, including coordinating with the Company and EQV Operating to ensure that its hiring decisions any required pre-Closing notices are sent and, if notices are unable to be timely sent, payment of all amounts, penalties, liabilities, costs and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationexpenses. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation The Company and EQV Operating will reasonably promptly provide Presidio with such information or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether documents as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or Presidio reasonably requires to comply with its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeobligations under this Section 6.12. (d) Buyer, Generation and the Subsidiaries of Generation This Section 6.12 shall be responsible for all Liabilities binding upon and obligations under inure solely to the Worker Adjustment benefit of each of the Parties to this Agreement, and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller nothing in this regard specifically includes Section 6.12 express or implied, shall confer upon any Claim by any of the Transferred Employees for back payother Person, front pay, benefits other than EQV Operating or compensatory or punitive damagesEQV Employee Management, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (rights or lack thereof) remedies of any plant closing nature whatsoever under or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions by reason of this Section 5.6 6.12. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 6.12 shall not create any right in any employee or any other Person to provide each other any continued employment with such records and information as may be necessary and appropriate to carry out the Company, EQV Operating, EQV Employee Management, Presidio or any of their respective obligations under this Section 5.6Affiliates or compensation or benefits of any nature or kind whatsoever.

Employee Matters. (a) Not less than thirty 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 9.01(a) (30) Business Days prior all such employees described above and those individuals described in the following sentence being hereinafter referred to as "Affected Employees"). Affected Employees include each such 64 57 employee of 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 result of vacation, holiday, personal time, leave of absence, union leave, short- or long-term disability leave, military leave or jury duty. Affected Employees whether or not they accept an offer of employment from Buyer shall cease to be employees of Seller on the Closing Date and, to the extent they accept an offer of employment from Buyer, their period of employment by Buyer shall begin on the Closing Date, Buyer may offer employment, commencing as of the Closing Date, . Seller shall be responsible for any obligation to provide employee benefits to an Affected Employee prior to such individuals identified on Section 5.6(aemployee's period of employment by Buyer. All such offers of employment will be made (x) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof all applicable laws and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employeesregulations, and Buyer agrees that it shall use (y) for employees represented by Utility Workers' Union of America AFL-CIO and its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable noticeLocal Union 1-2 ("Local 1-2"), in a manner that causes minimum disruption to accordance with the operations of SellerLocal 1-2 Collective Bargaining Agreement (as defined in Schedule 9.01(b)). Each of the Schedule 5.6 (aAffected Employee who becomes employed by Buyer pursuant to this Section 9.01(a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” a "Continued Employee". Buyer may commence discussions concerning offers for employment beginning on the Closing Date to Affected Employees at any time following the date of this Agreement. Seller acknowledges and each Schedule 5.6agrees that Buyer may discharge any of its obligations under this Article IX through one of its Affiliates; provided, however, that Buyer shall in no event be relieved from the full liabilities and the full financial responsibility under this Article IX. (ab) Schedule 9.01(b) sets forth the collective bargaining agreement, and amendments thereto, to which Seller is a party in connection with the Auctioned Assets (the "Collective Bargaining Agreement"). Affected Employees who are included in the collective bargaining unit covered by the Collective Bargaining Agreement are referred to herein as "Affected Union Employees". Each Continued Employee who is not a Transferred an Affected Union Employee shall be referred to herein as a “Non-Hired "Continued Union Employee.” ". On the Closing Date, Buyer will assume the terms and conditions of the Collective Bargaining Agreement, except as set forth in Section 9.02 (b) Following below, as it relates to Affected Union Employees until the Closing expiration date of the Collective Bargaining Agreement. Buyer will comply with its legal obligations with respect to collective bargaining under Federal labor law for a period the employees at the Auctioned Assets 65 58 in the job titles or related work responsibilities of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated bythe Affected Union Employees, and received severance compensation fromBuyer will comply with all applicable obligations thereunder as the new owner of the Auctioned Assets. Buyer shall recognize Local 1-2 as the exclusive collective bargaining representative of the employees at the Auctioned Assets in the job titles or related work responsibilities of the Affected Union Employees and Buyer agrees that, Seller unless and until Buyer reimburses Seller for should any other business entity (regardless of its relationship to Buyer) acquire all or a reasonable portion of the Auctioned Assets from Buyer prior to the expiration date of the Collective Bargaining Agreement, Buyer will require such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee business entity to (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or offer employment to Affected Union Employees employed by Buyer at the Auctioned Assets immediately prior to the change in ownership, (ii) recognize Local 1-2 as the exclusive collective bargaining representative of Energy or its Affiliates without Buyer's employees at the prior written consent Auctioned Assets in the job titles and work responsibilities of Sellerthe Affected Union Employees, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller and (iii) assume the terms and conditions of the Collective Bargaining Agreement as they relate to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting Affected Union Employees from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach date of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any acquisition through the expiration date of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsCollective Bargaining Agreement. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less No later than thirty (30) Business Days prior to the Closing DateMay 8, 2018, Buyer may shall extend an offer employmentof employment to each of the Offered Employees, commencing effective as of the Closing Date. Each offer of employment shall be for a position with substantially similar duties and responsibilities, and provide for the same hourly wage rate or base salary, pursuant to which such individuals identified Offered Employee was employed by Seller on Section 5.6(a) the date hereof. Each offer of employment shall provide for incentive and other employee benefits which are, taken in the aggregate, substantially similar to those made available by Seller to the Offered Employees as of the Seller Disclosure Letter (date hereof. Any such offer shall be contingent upon the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to occurrence of the Closing Dateand may be contingent on each Offered Employee satisfying such employment requirements of Buyer, Buyer shall notify Seller or any Affiliate of Buyer, as the Schedule 5.6 case may be (a) Employees who have accepted Buyer’s including, without limitation, the execution of an offer of employment. After the date hereof letter, proprietary information agreement and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable noticenon-competition agreement, in each case in a manner that causes minimum disruption form acceptable to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired EmployeeBuyer).” (b) Following The parties agree to deem the Transferred Employees has having resigned from their positions with Seller to join Buyer as of the Closing Date. Seller will be responsible for a period paying out any accrued but unpaid wages and benefits to Transferring Employees as would have been due to them had they resigned voluntarily of one (1) year, none their own accord from all positions with Seller. Seller Group shall not be required to pay or responsible for any severance payments in respect of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Transferred Employee who has been terminated by, and received severance compensation from, Seller accepts employment with Buyer or any affiliate of Buyer unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationrequired to do so under applicable law. (c) Following In the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee event that either: (i) following the date a Transferring Employee accepts Buyer’s offer of employment described above, Buyer requests that Seller terminate the employment of the Transferred Employee, withdraws such offer, or its Affiliates who otherwise elects not to employ such Transferring Employee; or (ii) Buyer extends an offer of employment, that is not a Schedule 5.6(ain compliance with Section 6.3(a) of this Agreement, to an Offered Employee and such Employee does not accept Buyer’s offer; then, in either such case, Buyer shall reimburse Seller for all severance costs and benefits required to be paid (and actually paid) by Seller in terminating Seller’s employment relationship with the applicable Transferred Employee or Offered Employee, as well as the cost of any wages and fringe benefits required to be paid (and actually paid) by Seller to such Transferred Employee or Offered Employee following the date of the applicable event described above, provided that Seller terminates the employment of such person within fifteen (15) days of the triggering event described in clause (i) or (ii) above, in each case within thirty (30) days of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale being invoiced by Seller for Seller to retain such employee for a reasonable time and purposesame. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees Subject to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification compliance with its obligations set forth herein, Seller will use commercially reasonable efforts (not involving any payment of any amount by Seller in this regard specifically includes any Claim by any of the Group) to cooperate with Buyer to cause Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after to accept employment with Buyer and/or its designated Affiliates on the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsterms set forth herein. (e) Except as set forth in Sections 6.3(b) and 6.3(c), Seller will be solely responsible for all payments owed to each employee terminated pursuant to Section 6.3(b), and to any other employee or independent contractor, as a result of or relating to their service with Seller or the termination thereof, including without limitation vacation pay, sick pay, termination pay, severance pay, incentive bonuses, retention bonuses, sales participation bonuses, pay-in-lieu-of-notice, unemployment benefits or any other benefits to which such employee or independent contractor may be entitled as a result of his or her employment by or independent contractor relationship with Seller prior to or on the date of Closing or the termination of such employment or independent contractor relationship as contemplated by this Agreement, as applicable. (f) Seller will be solely responsible for any compensation to which an Offered Employee or Transferred Employee became entitled prior to the Closing Date by reason of having provided services to Seller. (g) So long as any Transferred Employee remains an employee of Buyer or an affiliate and Buyer remains in compliance with this Agreement and the Buyer Ancillary Agreements, MACOM hereby agrees that it will not attempt to enforce any non-compete, non-solicit, confidentiality (solely with respect to the Business and/or the Transferred Assets) or similar restrictive covenant or obligation contained in any employment-related agreement between it and such Transferred Employee to prevent such Transferred Employee from participating in the management or operation of the Business by Buyer or such affiliate in accordance with this Agreement and the Buyer Ancillary Agreements. (h) No provision of Section 6.3 shall create any third-party beneficiary rights against Buyer or Seller shall cooperate as reasonably necessary Group in any employee or other person (including any heir, beneficiary, executor, administrator or representative of any employee or any person claiming through any employee), including any right to implement the provisions employment or continued employment for any period of time or any right to a particular term or condition of employment. Nothing in this Section 5.6 and agree 6.3 shall be construed as (i) conferring any legal rights upon any current or former employee or independent contractor of Seller (for continuation of employment by or independent contractor relationship with Buyer or otherwise), (ii) obligating Buyer to provide each Seller’s current or former employees or independent contractors for any payment for employment or services prior to the Closing or upon discontinuation of such employment or independent contractor relationship, or (iii) requiring Buyer to implement, or limiting the rights of Buyer to amend or discontinue, any fringe benefit plan, program or practice or any other with such records and information as may be necessary and appropriate employee benefit plan of any nature whatsoever. Neither Buyer nor any of its Affiliates will assume sponsorship of or contribute to carry out their respective obligations under this Section 5.6any Company Benefit Plan or other compensation or benefit plan or agreement of Seller.

Employee Matters. (a) Not less Buyer shall, as of the Closing Date, offer employment or, in the case of Employees of the Subsidiaries, continuing employment, to substantially all Employees whose names are set forth on Schedule 5.8(a)(i) attached hereto (the "Target Employees"). Target Employees of the Company who accept employment with Buyer pursuant to this Section 5.8(a), by countersigning Buyer's offer letter no later than thirty the date specified therein, together with the Target Employees of the Subsidiaries as of the Closing Date, are referred to collectively as "Continuing Employees." Employees whose names are not set forth on Schedule 5.8(a)(i) or who do not accept employment with Buyer pursuant to this Section 5.8(a), by countersigning Buyer's offer letter by the date specified therein, together with the Employees of the Subsidiaries whose names are not set forth on Schedule 5.8(a)(i) are referred to collectively as "Retained Employees." On or prior to the Closing, the Company shall cause the Subsidiaries to terminate the employment of all Retained Employees employed by the Subsidiaries. The Company shall use its commercially reasonable efforts (30and cause the Subsidiaries to use their commercially reasonable efforts) Business Days to retain the Target Employees (including by establishment of the "Retention Bonuses" as defined in paragraph (i) of this Section 5.8) until the Closing Date and to have the Target Employees accept Buyer's offer of employment or remain employed by the Subsidiary, as the case may be. If any Continuing Employee is discharged by Buyer on or after the Closing Date, then Buyer shall be solely liable for any and all severance costs for such Continuing Employee under any severance benefit plan maintained by the Buyer or assumed by the Buyer pursuant to this Agreement (including the U. S. Severance Pay Plan for Management Employees and the U. S. Severance Pay Plan for Non-Management Employees) and with respect to the Subsidiaries, any severance or termination payments, compensation or damages under any severance plan currently maintained by the Subsidiaries or arising under foreign law. Notwithstanding the foregoing, Buyer shall not be liable for and the Company shall retain or assume liability for and indemnify and hold harmless the Buyer and the Subsidiaries for the payment of severance compensation or similar termination indemnity payments or benefits arising under any severance benefits plan maintained by the Company (including the U. S. Severance Pay Plan for Management Employees and the U. S. Severance Pay Plan for Non-Management Employees) and with respect to the Subsidiaries any severance or termination payments, compensation or damages under any severance plan maintained by the Subsidiaries or arising under foreign law (i) to the extent such compensation is not deductible solely by reason of Code Section 280G or (ii) to Retained Employees or Employees who are terminated or are notified of their termination of employment by the Company or a Subsidiary on or prior to the Closing Date, whether effective prior to on or following the Closing Date. Buyer may offer shall be responsible for and assume all liability for all notices or payments due to any Continuing Employees, and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, commencing discharge or layoff of the Continuing Employees following the Closing Date, including without limitation, the WARN Act, Section 4980B of the Code, Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and any rules or regulations that have been issued in connection with the foregoing. The Company acknowledges and assumes all liabilities, if any, under COBRA or any comparable foreign law with respect to all of its employees as of the Closing Date (including Continuing Employees and their "qualified beneficiaries" whose "qualifying event" (as such terms are defined in Code Section 4980B) occurs on or prior to the Closing Date), including any notice required by COBRA or comparable foreign law to Continuing Employees with respect to cessation of coverage under any group health plan of the Sellers as the result of the transactions contemplated by this Agreement. The Company shall be responsible and assume all liability for any obligations or other violations of the WARN Act or any comparable foreign law, associated with the sale of the Business or any other event occurring on or prior to the Closing Date. The foregoing three sentences to the contrary, notwithstanding, if the Buyer fails to fulfill its obligation set forth in this 24 paragraph to offer employment to substantially all of the Target Employees and, as a result of such failure, a violation of the WARN Act or comparable foreign law occurs, Buyer shall be responsible and assume all liability for such obligations and other violations. (b) On and for a period of not less than one year following the Closing Date, Buyer shall provide, or shall cause to be provided, salary, bonus and other cash compensation and benefits for Continuing Employees that in the aggregate are substantially similar to or better than the compensation and benefits provided to such individuals identified on Section 5.6(a) Continuing Employees under the welfare plans made available to the employees of the Seller Disclosure Letter (respective Sellers on the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days day prior to the Closing Date, Buyer but only to the extent commercially available on a fully insured basis at commercially reasonable rates (it being agreed that the rates paid by the Sellers on the day prior to the Closing Date shall notify Seller be deemed to be commercially reasonable rates) (such substituted benefits being referred to as "Buyer's Welfare Plans"), which benefits are described in Schedule 5.8(b) attached hereto. Continuing Employees shall receive service credit for their service with the Sellers and their respective predecessors for all purposes under Buyer's Welfare Plans (but only to the extent such service was taken into account under the comparable benefit plan made available to the employees of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After respective Sellers on the date hereof and day prior to the Closing Date). No additional waiting periods, Seller deductibles, exclusions or benefit limitations for pre-existing conditions shall provide Buyer with access, during reasonable business hours and upon reasonable notice, be imposed or assessed against such Continuing Employees (or their dependents) under Buyer's Welfare Plans (other than as would have been applicable to such Continuing Employees or their dependents under the benefit plans made available to the Schedule 5.6 Employees of the respective Sellers on the day prior to the Closing Date) but only to the extent such terms are commercially available on a fully insured basis at commercially reasonable rates. Buyer's Welfare Plans shall recognize any expenses paid by such Continuing Employees (aor their dependents) Employeeswhich were applied to meet deductibles and maximum out-of-pocket limits under the benefit plans for the calendar year of the Closing as if such expenses had been paid under Buyer's Welfare Plans for purposes of applying the deductible and maximum out-of-pocket limits of Buyer's Welfare Plans for such calendar year but only to the extent such terms are commercially available on a fully issued basis at commercially reasonable rates. Seller acknowledges that for purposes of this paragraph (b) of Section 5.8, stock options, stock purchase plans and similar equity-based compensation plans, programs and arrangements maintained by Seller or any of the Subsidiaries for the benefit of the Employees shall be disregarded and Buyer agrees that it shall use its best efforts not be required under the terms of this Agreement to conduct its hiring processprovide any such plan, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption program or arrangement to the operations of SellerContinuing Employees following the Closing. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) Prior to the Closing Date, together with the continuing employees of Company shall take any and all action necessary to provide that any unexercised stock options held by Continuing Employees shall become fully vested on the Material Subsidiaries, Closing Date and shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following exercisable by the Closing for a period of Continuing Employees until at least one (1) yearyear following the Closing Date or until the date the stock option would otherwise expire, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationif sooner. (c) Following (i) Continuing Employees who participate in the Closing for Company's 401(k) Plan or any other qualified retirement plans (the "Qualified Plans") shall terminate as participants and the Company shall amend its Qualified Plans to provide that Continuing Employees become fully vested in their accrued benefits under such plans. Buyer shall permit any such Continuing Employees to directly roll over any eligible rollover distributions paid in cash from such plans to a period of one (1) year, none defined contribution plan of Buyer, Generation or their Affiliates shall directly or indirectly solicit subject to Buyer's reasonable satisfaction that such rollover will not adversely affect the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) qualified status of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation 's plan and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any tax-exempt status of the Transferred Employees for back paycorresponding trust under Sections 401(a) and 501(a), front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsrespectively. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days Buyer will make offers of employment prior to the Primary Closing Date (to be effective as of the Primary Closing Date) to the Business Employees listed on Schedule 6.4(a), giving effect to any additions or subtractions from such list as a result of personnel changes occurring in the ordinary course of business (it being understood that, redeployment of Business Employees to other businesses of Seller or its affiliates outside SBG shall not be deemed to be in the ordinary course of business). Buyer shall offer employment to all of the Business Employees as of the Primary Closing Date on an “at will” basis with the same base salary and annual cash bonus opportunity as in effect for such Business Employee immediately prior to the Primary Closing Date, Buyer may offer and otherwise, subject to Buyer’s terms, conditions and policies of employment applicable to similarly situated employees of Buyer; provided, however, that any such Business Employee who is absent from work immediately prior to the Primary Closing Date due to injury, disability or approved leave of absence, shall be offered employment hereunder effective upon such Business Employee’s return to active employment, commencing if such Business Employee returns to active employment no later than (i) if on a short-term disability approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”) or under the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the last day on which such Business Employee may return to work under the provisions of Seller’s applicable short-term disability plan, FMLA or USERRA, or (ii) for all other approved leaves of absence including workers’ compensation leave, within six (6) months of the Primary Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are will communicate offers of employment in accordance with Applicable Lawapplicable legal requirements and in a form determined by Buyer, which form is reasonably acceptable to Seller. Not fewer than twenty (20) Each Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees Employee who have accepted accepts Buyer’s offer of employment. After the date hereof employment and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Buyer Employee” for purposes of this Agreement at the time the Business Employee first commences active employment with Buyer. If a Business Employee rejects an offer of employment, Seller or any affiliate may not offer continued employment to such Business Employee until six (6) months following the Primary Closing Date.” (b) Following Effective as of the Primary Closing for Date (or any later date that a period of one (1) yearBusiness Employee becomes a Buyer Employee), none of Buyer, Generation Buyer or their Affiliates its designated affiliate shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired cause each Buyer Employee who has been terminated bywas covered under Seller Plans immediately prior to such date to be covered under employee benefit plans, programs and received arrangements maintained or established by Buyer (the “Buyer Plans”). The Buyer Plans shall recognize each Buyer Employee’s service with Seller that is recognized under Seller Plans (and prior service with Seller’s predecessors to the extent such prior service is recognized under Seller Plans) for all purposes, including, without limitation, for purposes of any severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationplan maintained by the Buyer. (c) Following Effective as of the date a Business Employee becomes a Buyer Employee, such Buyer Employee shall cease to be covered by Seller’s employee welfare benefit plans, including plans, programs, policies and arrangements which provide medical and dental coverage, life and accident insurance, disability coverage (collectively, “Seller Welfare Plans”). Seller shall retain responsibility for all medical benefit claims incurred by Business Employees prior to the date they become Buyer Employees. For purposes of this subsection, a claim shall be deemed to have been incurred on the date the medical service giving rise to the claim is performed. With respect to the Buyer Employees, effective as of the date a Business Employee becomes a Buyer Employee, Buyer shall cause all applicable Buyer Plans that provide medical or dental coverage, life and accident insurance, and disability or similar coverage (collectively, “Buyer Welfare Plans”) to waive pre-existing condition exclusions, evidence of insurability provisions, waiting period requirements or similar provisions to the extent such exclusions, requirements and provisions were waived or satisfied under the applicable Seller Welfare Plan as of the Primary Closing for Date. In addition, Buyer shall cause the applicable Buyer Welfare Plans to credit Buyer Employees with amounts credited by Seller under Seller’s health and dental plans toward the satisfaction of annual deductible and out-of-pocket maximums under such Buyer health and dental plans during the calendar year in which a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not Business Employee becomes a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposeBuyer Employee. (d) Seller shall provide to Buyer, Generation at Buyer’s reasonable request, access to Employee Records, as needed for Buyer to comply with this Section 6.4 prior to the Primary Closing Date. Seller and Buyer shall each cooperate with the Subsidiaries other and shall provide to the other such documentation, information and assistance as is reasonably necessary to effect the provisions of Generation this Section 6.4. Buyer is solely responsible for the use of Employee Records and other employee information furnished by Seller upon receipt from Seller, and Buyer will indemnify and hold Seller harmless from and against any Losses or Liabilities incurred by Seller as a result of Buyer’s use of such Employee Records or other employee information. (e) Seller shall be responsible for providing or discharging any and all notifications, benefits and Liabilities to Business Employees and obligations governmental entities under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) or by any other Law relating to plant closings, mass layoffs or employee separations or severance pay that are first required to be provided or discharged on or prior to the Primary Closing Date, and similar foreignBuyer shall be responsible for providing any notice required pursuant to WARN with respect to a plant closing, state and local rules, statutes and ordinances layoff or employee separation or severance pay relating to the Buyer Employees after the Primary Closing Date to the extent resulting from the actions of Buyer, Generation and the Subsidiaries of Generation events occurring after the Primary Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless shall retain COBRA responsibility for any breach Business Employees who do not become Buyer Employees. Buyer shall be responsible for the administration of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes shall assume any Claim by any of and all obligations, if any, arising after the Transferred Primary Closing Date under COBRA with respect to Buyer Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff and their beneficiaries to the extent resulting from events occurring after the Primary Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsDate. (ef) In the event that Buyer or any of its successors and assigns (i) consolidates with or merges into any person or entity and is not the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its assets or stock to any person, then, in each case, Buyer or its successor or assign, as applicable, shall use reasonable best efforts to make proper provision so that the successors and assigns of Buyer honor the obligations of Buyer set forth in this Section 6.4. (g) Effective as of the Primary Closing Date, Buyer shall have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Buyer’s 401(k) Plan”) providing benefits as of the Primary Closing Date to the Buyer Employees participating in Seller’s Savings Plan as of the Primary Closing Date. Each Buyer Employee who is participating in Seller’s Savings Plan as of the Primary Closing Date shall be eligible to become a participant in Buyer’s 401(k) Plan as of the Primary Closing Date or, if later, the date that the Business Employee becomes a Buyer Employee. Business Employees who become Buyer Employees shall receive credit for all service with Seller and its affiliates for purposes of eligibility and vesting under Buyer’s 401(k) Plan. Effective as of the Primary Closing Date, each Business Employee who, as of the Primary Closing Date, becomes a Buyer Employee and was a participant in Seller’s Savings Plan immediately prior to the Primary Closing Date shall be entitled to a distribution of his or her account balance in accordance with the terms of Seller’s Savings Plan as in effect from time to time and applicable Law. Buyer’s 401(k) Plan shall be amended prior to the Primary Closing Date to the extent necessary to provide that it shall accept rollovers, including “direct rollovers” within the meaning of Section 401(a)(31) of the Code, from Seller’s Savings Plan (including the rollover of any outstanding loan notes of Business Employees from Seller’s Savings Plan). Business Employees who are participants in Seller Savings Plan will be 100% vested in their accrued benefits, employer contributions and individual account balances under Seller’s Savings Plan as of the Primary Closing Date (or as of the date such individuals become Buyer Employees hereunder). (h) Buyer shall assume and be responsible for the aggregate amount of the accrued but unpaid vacation pay and paid time off earned by the Buyer Employees for periods prior to the Primary Closing Date (collectively, the “Accrued Employee Payments”). (i) Seller shall cooperate retain Liability for all performance bonus and incentive compensation (including commissions) earned in respect of Business Employees for periods prior to the Primary Closing Date, including any Liability arising under any retention bonuses or Success Bonuses. (j) Seller shall retain liability for all grants of restricted stock units that were granted to Business Employees prior to the Primary Closing Date, including all employer taxes and costs associated with the exercise or sale of shares acquired thereunder. Seller shall cause each Business Employee who becomes a Buyer Employee to cease participation in any Seller equity compensation plans or programs as reasonably necessary to implement of the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6Primary Closing Date.

Employee Matters. Following the execution of this Agreement: (a) Not less than thirty Parent will offer employment with Parent and/or the Surviving Corporation to those employees of the Company listed on Schedule 6.12(a) (30) Business Days prior the “Key Employees”), such employment to the Closing Date, Buyer may offer employment, commencing be effective as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior otherwise subject to the Closing Date, Buyer terms and conditions of this Agreement. Such employment shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours be offered at a level and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing terms for comparable positions for employees of Parent, while taking into consideration the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeecurrent market.” (b) Following Parent will offer employment with Parent and/or the Surviving Corporation to such other employees of the Company as Parent shall determine in its sole discretion (the “Continuing Employees”), such employment to be effective as of the Closing and otherwise subject to the terms and conditions of this Agreement. Such employment shall be offered at a level and upon terms for a period comparable positions for employees of one (1) yearParent, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationwhile taking into consideration the current market. (c) Following The Company shall terminate all employees not given offers of employment with Parent and/or the Closing for a period of one Surviving Corporation pursuant to this Section 6.12 and those employees who have received offers but who have not accepted (1) yearthe “Terminating Employees”), none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain all such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation terminations shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions effective within thirty (30) calendar days of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any delivery of the Transferred Employees for back paynotice FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. provided by Parent to the Company pursuant to Section 6.18 hereof; provided, front payhowever, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of that in no case shall the terminations be effective later than the Business Day immediately prior notification (or lack thereof) to the Closing. The vesting of any plant closing or mass layoff occurring after unvested Company Options held by the Closing Date Terminating Employees shall be fully accelerated prior to the termination of employment, and Seller’s costs, including reasonable attorney’s fees, any severance payments made by the Company to a Terminating Employee shall be in defending any such Claimscash only. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days prior Prior to the Closing DateClosing, a Buyer may or one of their Affiliates (the “Buyer Employer”) will offer employment, commencing as of the Closing Date, to such individuals identified on each Business Employee set forth in Section 5.6(a8.4(a) of the Seller Disclosure Letter Schedule the option to apply for at-will employment with the Buyer Employer (collectively, the “Schedule 5.6(aApplicants”). Applicants may apply for employment with the Buyer Employer by (i) [***] and, if applicable, (ii) [***] required by the Buyer Employer in its sole discretion, within the time period required by the Buyers (collectively, the “Application Requirements”). The Sellers hereby agree to use its or their best efforts to allow any Applicant to complete the Application Requirements, including by allowing any Applicant to [***] required by the Buyer Employer at the time and place specified by the Buyer Employer. (b) On or prior to the Closing, Buyer Employer may, in its sole discretion, offer at-will employment to each Applicant who has completed the Application Requirements in accordance with Section 8.4(a) (collectively, the “Offered Employees”) as it ), with such at-will employment contingent upon the occurrence of the Closing. To avoid doubt, the Buyers and the Buyer Employer may determine decline to offer employment to any Applicant in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) The Offered Employees who have accepted Buyer’s accept employment with the Buyer Employer by executing the offer of employment. After the date hereof and prior to the Closing Dateletter, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employeesrestrictive covenant agreement, and other documentation required by the Buyer agrees that it Employer (the “New Hire Documents”) within the time period required by the Buyer Employer shall use its best efforts be referred to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to herein as the operations of Seller“Transferred Employees”. Each of the Schedule 5.6 (a) The Business Employees who commences are not offered employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together do not accept employment with the continuing employees of the Material Subsidiaries, Buyer Employer shall be referred to herein as “Non-Transferred Employees,” ”. The Sellers hereby consent to the hiring of any such Transferred Employees by the Buyer Employer and each Schedule 5.6hereby waive any claims or rights any Seller may have against any Buyer, the Buyer Employer and any of their Affiliates or any such Transferred Employee under any non-competition, non-solicitation, confidentiality or employment agreement or otherwise. (ac) On or prior to the Closing, the Buyer Employer shall identify to the Sellers those Transferred Employees, if any, whom the Buyer Employer would like the Sellers to retain on the Sellers’ payroll and benefits (the “Transitional Employees”) during a transitional period that shall last until December 31, 2025 unless any such Transitional Employees are earlier terminated at the Buyer Employer’s direction (the actual length of such transitional period, the “Employee Transition Period”). Any Transferred Employees who are not Transitional Employees shall be terminated by the Seller on the Closing Date. Any Transitional Employees shall be terminated by the Seller on the last day of the Employee Transition Period. Sellers agree to make Transitional Employees available to Buyer Employer, on a full-time and exclusive basis, throughout the Employee Transition Period (or, if a Transitional Employee resigns, the date of such Transitional Employee’s last day of employment), to provide Buyers and their Affiliates with continued services for and with respect to the CIED Business in substantially the same manner in which such Transitional Employee served the CIED Business, and on substantially the same terms and conditions of employment as applied to such Transitional Employee, prior to the Closing. During the Employee Transition Period, Buyer Employer and its Affiliates will have sole responsibility for determining the overall direction of the Transitional Employees and will be responsible for directing the daily work of the Transitional Employees in accordance with the Buyer Employer’s policies. All confidentiality, invention assignment, nonsolicitation, noncompetition, and other restrictive covenant obligations owed by the Transferred Employees to the Buyer Employer under the New Hire Documents will be in full force and effect during the Employee Transition Period. During the Employee Transition Period, Sellers will be responsible for (i) maintaining all employee benefits associated with each Transitional Employee on substantially the same terms and conditions as applied to such Transitional Employee prior to the Closing and (ii) bearing all costs associated with employing the Transitional Employees, including without limitation all salary, wages, and other compensation and benefits costs and related Taxes, which Sellers will invoice to Buyers on a monthly basis, with a final invoice sent promptly following the last day of the Employee Transition Period. Sellers and ▇▇▇▇▇ Employer agree to promptly provide the other with any other information that is reasonably requested for the purpose of administering the other’s obligations under this Section 8.4(c). For the avoidance of doubt, Buyers and their respective Affiliates will not be responsible for any costs associated with employing any Applicants or Offered Employees who are not offered or do not accept an offer of at-will employment by Buyer Employer prior to the Closing and such Applicants and Offered Employees will not provide services to the Buyers during the Employee Transition Period. Sellers agree not to terminate any Transitional Employee during the Employee Transition Period without the express written consent or direction of BSC, other than for Cause; provided, that the Sellers provide written notice to BSC of any termination for Cause prior to such termination or, if prior notice is not possible, within two (2) calendar days of any such termination for Cause. On December 31, 2025 (or earlier if requested by the Buyer Employer), Sellers shall terminate the employment of each Transitional Employee who remains employed by Sellers on such date, and Buyer Employer shall employ each such Transitional Employee as of such date. (d) Except as expressly provided in Section 8.4(c) of this Agreement, the Transition Services Agreement or Employee Lease Agreement (if applicable), Buyer Employer shall not have any Liability with respect to any (i) Transferred Employee with respect to Liability arising during such Transferred Employee’s employment by Sellers, whether on, prior to, or, solely with respect to the Transitional Employees, after the Closing Date or (ii) Non-Transferred Employees or former employees (including any Applicants or Offered Employees who are not Transferred Employees), consultants or retirees of the Sellers (including any Person currently covered by any Seller Employee Plan who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period ), regardless of one (1) year, none of Buyer, Generation when such Liability arose or their Affiliates shall hire in any capacity occurred (whether as an employeeon, consultant, independent contractor prior to or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date). Buyer agrees The Sellers shall be solely responsible for the payment of, and shall pay, all wages, salaries and other compensation and employee benefits (including any vacation pay, severance pay or benefits, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to indemnify Seller the execution, delivery or performance of this Agreement), retirement and any other benefits, premiums, claims and related costs), to defend and hold Seller harmless the extent, if any, of its liability for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by same, to any of the Transferred Employees for back paycurrent employees, front payformer employees, benefits consultants, former consultants or compensatory retirees of the Sellers based on or punitive damagesarising under their employment or engagement with the Sellers before, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereofon, and after the Closing. Except as expressly provided in Section 8.4(c) of any plant closing this Agreement, the Transition Services Agreement or mass layoff occurring after Employee Lease Agreement (if applicable), the Closing Date Sellers shall retain and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsbe solely responsible for all Excluded Employee Liabilities. (e) Immediately at the Closing, Sellers shall assign to Buyer Employer, and Buyer Employer shall assume, Sellers’ interest in all Contracts between any Seller and the Business Contingent Workers, including without limitation any consulting, non-competition, non-solicitation, or confidentiality agreements between any Seller and the Business Contingent Workers. Sellers hereby agree to use their commercially reasonable best efforts to deliver to Buyer Employer prior to Closing each Business Contingent Worker’s written consent to assign Sellers’ rights under the Contract, in a form provided by the Buyer (the “Assignment Consent”). Immediately prior to Closing, Sellers hereby agree to terminate any Contract with any Business Contingent Worker who does not sign an Assignment Consent, provided that any post-engagement confidentiality, non-solicitation, noncompetition or other restrictive covenants shall cooperate as reasonably necessary be expressly preserved. Buyer Employer shall not have any Liability with respect to implement any Business Contingent Worker who does not sign an Assignment Consent prior to Closing, including any payments or Liabilities associated with the provisions termination of any Contract with any such Business Contingent Worker. The Sellers hereby consent to the engagement of any such Business Contingent Workers by the Buyer Employer and hereby waive any claims or rights any Seller may have against any Buyer, the Buyer Employer and any of their Affiliates or any such Business Contingent Worker under any consulting, non-competition, non-solicitation, or confidentiality agreement or otherwise. (f) Nothing in this Agreement shall (i) confer upon any Applicant, Offered Employee, Transferred Employee, Non-Transferred Employee, Business Contingent Worker, or upon any legal representative or such employee or Business Contingent Worker, any rights or remedies, including any right to continue in the employ or service of the Buyer Employer or any of its Affiliates for any specified period, of any nature or kind whatsoever under or by reason of this Agreement, or (ii) interfere with or restrict in any way the rights of the Buyer Employer, which rights are hereby expressly reserved, including the right to discharge or terminate the services of any Transferred Employee at any time for any reason whatsoever, with or without Cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 5.6 and agree 8.4(f) shall be deemed to provide each create any third party rights in any current or former employee, director, Business Contingent Worker, or other with such records and information as may be necessary and appropriate to carry out service provider of the Buyers, the Buyer Employer, the Sellers or any of their respective obligations under this Section 5.6Affiliates (or any beneficiaries or dependents thereof). (g) Neither Buyer nor any of their Affiliates will contribute to any Employee Benefit Plan or other compensation or benefit plan or agreement of the Sellers or any of their Affiliates. Neither Buyer nor any of their Affiliates will assume sponsorship of, nor will they adopt as a participating company in, any Employee Benefit Plan or other compensation or benefit plan or agreement of the Sellers or any of their Affiliates or any part thereof.

Employee Matters. (a) Not less than thirty (30) Business Days prior In accordance with and subject to Section 3.7 of the Closing DateMaster Transaction Agreement, Buyer may the Partnership shall offer employment, commencing employment to certain Salaried Employees and to each Union Employee in accordance with the terms and conditions negotiated between the Partnership and the Unions. Any Employee that accepts such offer is hereinafter referred to as a "Partnership Employee." Partnership Employees shall be employed effective as of the Closing DateAsset Transfer Effective Time. Notwithstanding the foregoing, to such individuals identified on Section 5.6(a) if as of the Seller Disclosure Letter (Asset Transfer Effective Time, any Employee is eligible for and receiving short term disability benefits or sick pay, or is on leave of absence, and the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s Partnership has offered such Employee an offer of employment. After , such Employee shall become employed by the date hereof Partnership (and prior become a Partnership Employee for purposes of this Section 1.7) upon eligibility to return to active employment with Contributor under the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each applicable conditions of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as short term disability benefits or sick pay plan of (Contributor, or who is on approved upon return from leave of absence onabsence. Such Employee's employment by the Partnership shall not be effective until Contributor verifies that the Employee has satisfied the conditions (if any) the Closing Dateto return to active employment. Until such time as such Employee becomes a Partnership Employee, together Contributor shall continue to bear all costs and expenses associated with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired such Employee.” (b) Following the Closing Contributor shall remain solely responsible for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) any liability with respect to Tier 1 Employees who do not become Partnership Employees (as well as any employees of Seller Contributor who do not become Partnership Employees and who are not Tier 1 Employees, Tier 2 Employees or its Affiliates who is not a Schedule 5.6(a) Employee or Plant Employees), including any liability for severance benefit payments and any costs associated with violations of any Legal Requirements; (ii) bonus or executive compensation, if any, to Employees covered by Contributor's bonus or executive compensation programs; and (iii) any liability related to the termination of Energy any employees of Contributor or any of its Affiliates without at any time prior to the Asset Transfer Effective Time, including liability for all severance benefit payments to such employees pursuant to any applicable severance plan and any costs associated with violations of any Legal Requirements. With respect to Employees who become Partnership Employees, Contributor shall pay prior written consent of Seller, which may not be unreasonably withheld, conditioned to the Asset Transfer Effective Time bonus or delayed absent significant business rationale for Seller to retain such employee executive compensation earned in 1998. Contributor shall promptly reimburse the Partnership for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) pro rata portion of any plant closing bonus or mass layoff occurring after executive compensation paid by the Closing Date and Seller’s costsPartnership that is earned in 1999 by Partnership Employees, including reasonable attorney’s fees, based on the months of employment in defending any such Claims1999 with Contributor prior to the Asset Transfer Effective Time. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less It is Purchaser's current intention to extend offers of employment to certain of the employees employed in connection with the Business. As promptly as practicable following the date hereof, Seller shall provide Purchaser with a list setting forth the names, addresses and such other information as Purchaser shall reasonably request concerning the employees of Seller employed in connection with the Business (the "Employees"). Purchaser will inform Seller no later than thirty two (302) Business Days days prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) names of the Seller Disclosure Letter any Employees who will not be offered employment with Purchaser (the “Schedule 5.6(a"Remaining Seller Employees") Employees”and such other information concerning the terms of employment to be offered by Purchaser to the other Employees as Seller shall reasonably request. Any offer of employment pursuant to this Section 5.8(a) shall be within the sole discretion of Purchaser and shall be on such terms and conditions as it may determine Purchaser, in its sole discretion, may determine. Buyer Nothing herein contained shall take all steps necessary obligate Purchaser to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior employ or offer to the Closing Dateemploy any current or former employee of Seller, Buyer shall notify Seller of the Schedule 5.6or to employ or offer to employ any such individual at any specific wage or benefit level. (ab) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to On or immediately after the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to notify all Employees other than the Schedule 5.6 (a) Employees, and Buyer agrees Remaining Seller Employees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences their employment with Buyer effective Seller shall terminate at the Closing and Seller shall validly terminate such Employees as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following After the Closing Closing, Seller shall deliver to Purchaser as part of the Purchased Assets conveyed hereunder the applicable personnel file for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any each Employee who Purchaser hires subject to employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior executing written consent for transfer of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposethe file. (d) Buyer, Generation Purchaser and the Subsidiaries of Generation Seller agree that Seller shall be responsible for all Liabilities and obligations under providing any notice required by the Worker Adjustment and Retraining Notification Act and similar foreignof 1988, as amended (the "WARN Act") or any comparable state and or local rulesstatutes, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any rules or regulations as a result of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimstransactions contemplated hereunder. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may Parent or an Affiliate of Parent will offer employment, commencing on such terms and conditions as Parent determines, to each employee of the Company listed on Schedule 5.12(a) to the extent (i) such Person is an active employee of the Company as of the Closing Date, Date and (ii) Parent intends for such individual to perform services for Parent or an Affiliate of Parent following the Closing. Each such individuals identified on Section 5.6(aindividual who (A) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employeesaccepts such offer, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours (B) executes and upon reasonable notice, delivers the Employment Agreement (in a manner that causes minimum disruption to the operations case of Seller. Each M▇▇▇▇▇▇ ▇▇▇▇▇▇▇) or the Other On-Boarding Documentation (as defined below) (in the case of the Schedule 5.6 (aevery other Newly Hired Employee) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as a “Transferred EmployeesNewly Hired Employee,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee his or her employment or engagement, as applicable, shall be referred effective as of 12:00:00 a.m. on the Closing Date. All Newly Hired Employees who are employed by Parent or another Affiliate of Parent following the Closing Date may, subject to all applicable terms, conditions and eligibility requirements of such employee benefit plans, become participants in the employee benefit plans of Parent or another Affiliate of Parent, as applicable, and receive employee benefits that are substantially similar in the aggregate to those provided to similarly-situated employees of Parent. The Newly Hired Employees shall receive credit for their period of service with the Company for purposes of eligibility and vesting (and, solely to the extent relating to paid time off, for benefit accrual purposes). For the avoidance of doubt, and notwithstanding anything contained herein as a “Non-to the contrary, the parties to this Agreement acknowledge and agree that each Newly Hired Employee’s employment shall be “at will,” and nothing herein shall create any obligation on the part of Parent, Merger Sub or any other Affiliate of Parent to continue the employment of any Newly Hired Employee (or the terms of any such employment, including with respect to compensation, principal employment location or benefits) for any fixed period of time following the Closing Date.” (b) Following Prior to the Closing, the Company shall pay to each employee or independent contractor of the Company (i) except to the extent specifically and identifiably reflected as a Current Liability in the calculation of the Net Working Capital as reflected on the Final Closing Statement, all salaries, wages, commissions, deferred compensation, bonuses, other cash compensation and other employee benefits of any nature earned or owed through the day immediately preceding the Closing Date and (ii) all severance, separation or similar benefits or payments owed; provided that such payments will expressly exclude forty (40) hours of any accrued or earned but unused sick time, vacation benefits and paid time off for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of each such severance compensationPerson. (c) Following Without limiting the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any generality of the Transferred Employees for back payprovisions of Section 10.12, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 5.12 are solely for the benefit of the parties to this Agreement, and agree to provide each nothing contained in this Section 5.12, whether express or implied, (i) shall create any third party beneficiary or other with such records rights in any Person (including any current or former employee or independent contractor of the Company or any dependent or beneficiary thereof) in respect of the terms and information as conditions of employment with, or any compensation or benefits that may be necessary and appropriate to carry out provided by, the Company, Parent or any of their respective obligations under this Section 5.6Affiliates; (ii) shall be deemed to establish or amend any employee benefit or compensation plan, program, agreement or arrangement for any purpose; or (iii) shall alter or limit Parent’s ability to amend, modify or terminate any employee benefit or compensation plan, program, agreement or arrangement at any time.

Employee Matters. (a) Not less No later than thirty fifteen (3015) Business Days days prior to the Closing Date, Buyer may Purchaser shall offer employment, commencing employment effective as of the Closing DateDate to all Persons listed on Exhibit F and any employees hired after the date hereof in compliance with Section 7.1(1)(i) on such terms and conditions of employment as Purchaser may determine, including, with respect to each such employee who is not a Producer or executive officer of Seller, a total compensation opportunity that is no less favorable than the total compensation opportunity afforded to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days employee prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6. (ab) Employees who have accepted Buyer’s All such employees accepting said offer of employment. After employment by signing Purchaser’s new hire documents (the date hereof “Purchaser New Hire Documents”) and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences actually commencing employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following To the Closing extent permissible under the terms of the applicable Purchaser Plan (as defined below) and in accordance with applicable law, Purchaser will use commercially reasonable efforts to credit the Transferred Employees with service for a period time employed by the applicable Seller as set forth on Exhibit F for purposes of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) vesting for and eligibility to participate in any “employee benefit plan” within the meaning of Seller or its Affiliates who is Section 3(3) of ERISA maintained by Purchaser in which the Transferred Employees are eligible to participate (each, a “Purchaser Plan”), but not a Schedule 5.6(a) Employee or for purposes of benefit accruals; and (ii) eligibility and benefit computation for paid time off plans of Energy Purchaser or its Affiliates without the prior written consent applicable USI Company, except, in each case, to the extent it would result in a duplication of Sellerbenefits for the same period of service. For these purposes, which “commercially reasonable efforts” may not be unreasonably withheldinclude the adoption of amendments to such Purchaser Plans, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposethe extent required by law, to effect the purposes of this Section 7.1(b). (d) BuyerSeller shall retain all liabilities and obligations (i) arising from or relating to the employment of any Transferred Employees by Seller, Generation (ii) arising from or relating to the employment of any employees of Seller or any of its Affiliates who do not become Transferred Employees, in each case of (i) and (ii), whether such liabilities and obligations arise on, prior to or after the Subsidiaries Effective Time and (iii) under or relating to any Employee Plan or any other employee benefit plan, program or arrangement of Generation Seller or any ERISA Affiliate. Purchaser shall be responsible solely liable for all Liabilities and obligations under (x) arising from or relating to the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions employment of Buyer, Generation and the Subsidiaries of Generation any Transferred Employees with Purchaser for periods after the Closing Date. Buyer agrees Effective Time, and (y) under or relating to indemnify Seller and to defend and hold Seller harmless for any breach Purchaser Plan, and, except as otherwise specifically provided herein, shall not assume any obligations or liabilities under or with respect to, or receive any right or interest in any trusts relating to, any assets of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes or any Claim by insurance, administrative or other Contracts pertaining to, any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsEmployee Plans. (e) Buyer Seller and Purchaser agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53, 2004-2 C.B. 320, with respect to wage reporting. (f) Purchaser shall from the date hereof to the Closing Date, upon reasonable advance notice to NIS, be allowed to meet with any Producer or any other employee of Seller for the purpose of coming to terms of employment. Seller shall cooperate permit Purchaser reasonable access to such Persons to enable Purchaser to present and discuss terms of employment. Seller agrees to facilitate any communications with any such Persons as reasonably necessary requested by Purchaser. (g) To the extent that any current or former employee of Seller (other than a Transferred Employee who signs Purchaser New Hire Documents on or before the Closing Date and does not subsequently repudiate or disavow such agreement) has agreed to implement be bound by any employment agreement, offer letter, confirmation letter, equity or equity-based award agreement, confidentiality agreement, or severance or separation agreement with Seller or any of its Affiliates, in each case with restrictive covenants binding upon such Producer or employee (such agreement, a “Restrictive Covenant Agreement”), (i) Purchaser shall assume and the provisions Seller Parties shall assign (or cause their Affiliates to assign) to Purchaser each such Restrictive Covenant Agreement with a Non-Accepting Employee; and (ii) Purchaser may request that the Seller Parties either assign (or cause their Affiliates to assign) such agreement for any other such Person to Purchaser or assign the rights intended to be rights of Seller, including rights with respect to restrictive covenants, and the obligations intended to be obligations of Seller under the applicable documents (for the avoidance of doubt, excluding obligations under any Employee Plan of Seller) to Purchaser. If such request is made prior to the Closing, the RC Assignment Agreement to be delivered at the Closing shall include such assigned agreement or terms, as applicable. If such request is made after the Closing, the Seller Parties shall comply with any such request within a reasonable time period following such request. The Seller Parties further agree, at Purchaser’s request and sole cost and expense, to seek to enforce the terms of the restrictive covenants contained in the Restrictive Covenant Agreements in an appropriate forum, whether through injunctive relief or other form of available remedy; provided that Purchaser may deduct any such costs and expenses from the Non-Accepting Employee Second Reversal Amount, if any, pursuant to Section 2.4(c). (h) For any employees of Seller who are not actively at work on the Closing Date (except for employees on vacation, holiday, sick leave or leave under the Family Medical Leave Act of 1993), Purchaser or one of its Affiliates shall promptly deliver in writing an offer of employment to any such employee if such employee returns to work no later than the earlier of his or her scheduled return date (including any approved extension thereto) and three (3) months following the Closing Date. (i) No provision in this Section 5.6 7.4 shall (i) create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of Seller or any other Person other than the Parties hereto and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6successors and permitted assigns, (ii) create any rights to continued employment with Purchaser or any USI Company, or (iii) constitute or be deemed to constitute an amendment to any Employee Plan, Purchaser Plan or other employee benefit plan, program, policy or arrangement sponsored or maintained by Purchaser or any USI Company.

Employee Matters. {M1108931.1 } - 26 - (a) Not Purchaser agrees to offer employment as of the Closing Date, on an “at will” basis and on terms and conditions that are no less favorable (as to each of base salary and bonus opportunity, respectively, except with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who will be offered employment on terms and conditions as agreed upon by Purchaser pursuant to the Employment Agreement) than thirty the terms and conditions being provided to such employees by Seller on the Closing Date (30except as specifically set forth herein), only to the employees of Seller listed on Schedule 5.12(a) Business Days hereto and if any such employee of Seller accepts Purchaser’s offer of employment, he or she shall become an employee of Purchaser (or an Affiliate of Purchaser) after the Closing Date (such Employees are referred to hereinafter as the “Transferred Employees”). (b) Seller shall be liable for, and shall indemnify and hold harmless Purchaser with respect to all of Seller’s liabilities to the employees including: (i) any Termination Liability in connection with the termination of employment with Seller of any employees of Seller; (ii) any Employee Benefit Plan in existence prior to the Closing Date, Buyer may offer employmentwhether such liability arises before, commencing as of on or after the Closing Date, including, without limitation, unfunded liabilities, liability with respect to the termination of any such individuals identified on Section 5.6(aplan, any retiree from employment with Seller, any unfunded liability under any such plan, or any accrued but unpaid claim under such plan; (iii) of any compensation due to the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary employees or consultants relating to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days periods ending on or prior to the Closing Date, Buyer including, without limitation, salary, wages, overtime payments, commission, bonus, incentives or other benefit accruals (including vacation pay); and (iv) any liability of Seller with respect to any labor Laws. Seller shall notify Seller make all salary, commission, bonus, incentive or other benefit accrual payments to employees as they become due. Except with respect to hiring of the Schedule 5.6 (a) Transferred Employees who have accepted Buyer’s offer as provided in Section 5.12(a), Purchaser shall not be required to hire any employees of employmentSeller or to provide continuations of any such plans, commissions or incentives after the Closing Date. After As used herein, “Termination Liability” shall mean all liabilities, costs, claims, damages and expenses incurred by Seller or Purchaser either before or after the date hereof with respect to such terminated employees including without limitation, severance, outplacement, vacation pay, salary, commissions and benefits for periods prior to the Closing Date, Seller shall provide Buyer with accessclaims of wrongful termination, during reasonable business hours and upon reasonable noticeage, to race or sex discrimination or the Schedule 5.6 (a) Employeeslike, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations liability under the Worker Adjustment and Retraining Retaining Notification Act of 1988, as amended, and each similar foreignstate law WARN, state COBRA and local rulesState benefits continuation laws, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees any taxes or penalties payable with respect to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits foregoing payments or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsliabilities. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less As soon as practicable, and in any event no later than thirty five (305) 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 5.18(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) days prior to the Closing DateClosing, Buyer may Acquiror shall, or shall cause Acquiror Management to, make written offers of employment on Acquiror’s (or Acquiror Management’s standard form of offer employmentletter) to such Operational Employees as Acquiror or Acquiror Management deems necessary to continue to operate the Compression Business following the Closing, commencing with such offers to be effective as of the Closing Date. Each such offer of employment that (i) is no less than the base compensation and annual cash bonus opportunity, in the aggregate, provided to such individuals identified on Section 5.6(asimilarly situated (including, but not limited to, geography) employees of Acquiror or Acquiror Management (as applicable), (ii) provides for base compensation and an annual cash bonus opportunity that are, in the aggregate, at least equal to eighty percent (80%) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine those in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days effect for such Subject Employee immediately prior to the Closing, and (iii) 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 Date, Buyer shall notify Seller of the Schedule 5.6 constitute a “Qualifying Offer.” Each Subject Employee who accepts Acquiror’s (aor Acquiror Management’s) Employees who have accepted Buyer’s offer of employment. After the date hereof employment and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (an Acquiror Entity on or who is on approved leave of absence on) after the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” Date (including any Executive/Sales Employee and each Schedule 5.6 (a) any Operational Support Employee who is not a Transferred Employee receives and accepts an offer of employment pursuant to Section 5.18(b) or Section 5.18(c) below) shall be referred to herein as a “Non-Hired Transferred Employee.”” Acquiror and the Contributor Parties intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Transferred Employee for purposes of any Contributor Employee Benefit Plan and that the Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing, and Acquiror and the Contributor Parties shall use reasonable efforts to ensure the same. For the avoidance of doubt, the prior sentence in no way obligates Acquiror or any of its Affiliates to employ any Transferred Employee for any length of service. (b) Following Within thirty (30) days following the Closing Date, Acquiror and ETE shall discuss in good faith which (if any) Executive/Sales Employees to whom Acquiror shall, or shall cause Acquiror Management to, make offers of employment. Until the earlier of (i) thirty (30) days following the Closing Date and (ii) the date such Executive/Sales Employee accepts an offer of employment pursuant to this Section 5.18(b), the Executive/Sales Employees shall be available in the ordinary course to provide support to the Compression Group Entities in accordance with their normal duties. Acquiror shall reimburse the Contributor Parties for a period those costs and expenses set forth on Schedule 5.18(b) incurred by the Contributor Parties with respect to the Executive/Sales Employees until, except as otherwise provided on Schedule 5.18(b), the earlier to occur of one (1i) year, none the date that is thirty (30) days following the Closing Date or (ii) the date any such Executive/Sales Employee accepts an offer of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationemployment pursuant to this Section 5.18(b). (c) Following On or prior to the Closing for a period earlier of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) the end of Seller or its Affiliates who is not a Schedule 5.6(a) Employee the Transition Services Period or (ii) the ninetieth (90th) day following the Closing Date, Acquiror may make, or cause Acquiror Management to make, offers of Energy or employment to such Operational Support Employees (if any) as it selects in its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposediscretion. (d) Buyer, Generation and To the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under extent that any Operational Employee or Operational Support Employee who becomes a Transferred Employee is terminated by Acquiror or Acquiror Management in good faith during the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after sixty (60) day period following the Closing Date. Buyer agrees , the Contributor Parties will reimburse Acquiror or Acquiror Management, as applicable, for the amount of severance that such Transferred Employee would have been entitled to indemnify Seller receive immediately prior to the Closing under the Energy Transfer Non-Midstream Business Severance Plan dated September 11, 2015, as amended and restated January 1, 2018 (the “Severance Plan”) as if such Transferred Employee had incurred a qualifying termination entitling such employee to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of severance under the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification Severance Plan (or lack thereofa “Qualifying Termination”) of any plant closing or mass layoff occurring after on the Closing Date plus the employer portion of any payroll, employment, social security or unemployment Taxes associated with such payment; provided, that, Contributor Parties have delivered to Acquiror information sufficient calculate and Seller’s costs, including reasonable attorney’s fees, in defending pay such severance. In the event of any such Claimstermination, Acquiror or Acquiror Management will timely provide to the Contributor Parties a written statement notifying the Contributor Parties of such termination, confirming, if applicable, that the applicable Transferred Employee executed an effective and irrevocable Severance Release in accordance with Section 5.18(e) below, and indicating the amount of such severance, and the Contributor Parties will, within ten (10) business days after receiving such statement, reimburse Acquiror or Acquiror Management for such amounts in full satisfaction of its obligations under this Section 5.18(d). For the avoidance of doubt, neither Acquiror nor Acquiror Management shall have any obligation or liability with respect to any severance payable to a Subject Employee whose employment is terminated by a Contributor Party or its Affiliate (including by reason of Acquiror’s or Acquiror Management’s failure to make a Qualifying Offer to such Subject Employee or such Subject Employee’s non-acceptance of Acquiror’s or Acquiror Management’s offer of employment). (e) Buyer For a period of no less than twelve (12) months following the Closing, an Acquiror Entity shall provide to each Transferred Employee other than an Executive/Sales Employee (i) base compensation and Seller an annual cash bonus opportunity that (x) are no less than the base compensation and annual cash bonus opportunity, in the aggregate, provided to similarly situated (including, but not limited to, geography) employees of Acquiror or Acquiror Management (as applicable), and (y) are, in the aggregate, at least equal to eighty percent (80%) of those in effect for such Transferred Employee immediately prior to the Closing; and (ii) employee benefits (including, without limitation, health, welfare and retirement benefits, but excluding severance benefits discussed in the following sentence) that are no less favorable, in the aggregate, than those provided to similarly situated (including, but not limited to, geography) employees of Acquiror. Subject to Section 5.18(d) above, in the event that an Acquiror Entity or an Affiliate thereof terminates, without cause, the employment of a Transferred Employee other than an Executive/Sales Employee during the twelve (12)-month period following the Closing in a termination under circumstances that would constitute a Qualifying Termination, subject to the applicable Transferred Employee’s execution and non-revocation of a general release of claims reasonably acceptable to Acquiror in favor of Acquiror, ETE, ETP and their respective Affiliates (a “Severance Release”) which becomes effective no later than sixty (60) days following such termination, the applicable Acquiror Entity or such Affiliate will pay or provide severance payments and benefits to such Transferred Employee that are no less favorable than the severance payments and benefits that such Transferred Employee would have been entitled to receive immediately prior to the Closing under the Severance Plan as if such Transferred Employee had incurred a Qualifying Termination on the Closing Date. (f) Acquiror shall cooperate cause each Transferred Employee (i) to be credited under any Acquiror Employee Benefit Plan for his or her period of employment with the Contributor Parties or any of their Affiliates (and their respective predecessors) before the Closing as reasonably if such Transferred Employee was so employed by the Acquiror Entities for all purposes for which such service was recognized by the Contributor Parties or any of their Affiliates (and their respective predecessors), except for service for benefit accrual purposes under any defined benefit plan of the Acquiror Entities and except to the extent such credit would result in a duplication of benefits; (ii) to be immediately eligible to participate in all Acquiror Employee Benefit Plans generally available to similarly-situated employees of the Acquiror Entities on the same terms and conditions as such similarly-situated employees, without waiting periods or exclusions or limitations for pre-existing conditions or actively-at-work requirements; and (iii) to the extent permitted by the terms of the applicable Acquiror Employee Benefit Plan, along with his or her eligible dependents, as applicable, to be credited under any Acquiror Employee Benefit Plan that is a welfare benefit plan for any co-payments, deductibles and other eligible expenses incurred by such Transferred Employee (or his or her eligible dependents) under any corresponding Contributor Employee Benefit Plan during the plan year which includes the Closing Date, in each case, to the extent the Contributor Parties or any of their Affiliates delivers to Acquiror information sufficient to credit, as applicable, such service or payments. (g) The Contributor Parties shall pay to each Transferred Employee such Transferred Employee’s accrued but unpaid vacation, sick time and/or paid-time-off, in each case, as of the Closing Date (or, if later, the date on which the Contributor Parties terminate such Transferred Employee’s employment) in accordance with the terms and conditions of the applicable policies of the Contributor Parties or ETP or its Affiliates and applicable Law. Effective as of the Closing Date (or, if later, the date on which the applicable Transferred Employee commences employment with the Acquiror Entity), Transferred Employees shall begin to accrue vacation, sick time and paid-time-off in accordance with the applicable Acquiror Entity’s policies and procedures, as in effect from time to time. (h) Effective no later than the Closing Date, Acquiror shall establish or designate a defined contribution retirement plan which is qualified or eligible for qualification under Section 401(a) of the Code (the “Acquiror 401(k) Plan”). Effective as of, and as soon as practicable following, the Closing Date, the Contributor Parties shall cause the trustees of each Contributor Employee Benefit Plan which is qualified under Section 401(a) of the Code and in which any Transferred Employee participates prior to the Closing (each, a “Contributor 401(k) Plan”) to transfer to the trustees or other funding agent of the Acquiror 401(k) Plan the amounts representing the account balances of the Transferred Employees participating in such Contributor 401(k) Plan, with such amounts to be established as account balances or accrued benefits of such individuals under the Acquiror 401(k) Plan. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Any Transferred Employee with an outstanding loan under a Contributor 401(k) Plan as of immediately prior to the Closing shall be entitled to have such loan transferred to the Acquiror 401(k) Plan, effective as of, and as soon as practicable following, the Closing Date, and Acquiror shall maintain such loan under the Acquiror 401(k) Plan under the same terms and conditions as applied to such loan under the Contributor 401(k) Plan (and the Contributor 401(k) Plan(s) and/or the Acquiror 401(k) Plan shall be amended to the extent necessary to implement effect such transfer). Until the provisions time of such transfer, Acquiror shall make payroll deductions in respect of required payments under any such loan and forward such amounts to the Contributor Parties as payments on such loan. (i) ETP and the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-2(c)) shall be solely responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code to provide continuation coverage to or with respect to those individuals who are either (A) Subject Employees who are not offered employment with Acquiror or Acquiror Management and are terminated by the Contributor Parties or their Affiliates, (B) Transferred Employees whose employment with Acquiror or Acquiror Management is terminated by Acquiror or Acquiror Management on or prior to the sixtieth (60th) day following the Closing Date or (C) all individuals whose employment was associated with the Compression Business who are, immediately prior to the Closing Date, receiving continuation coverage pursuant to 601 et seq. of ERISA and Section 4980B of the Code under a group health plan of ETP or the selling group. Acquiror and the buying group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-2(c)) shall be solely responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code to provide continuation coverage to or with respect to those individuals who are Transferred Employees whose employment with Acquiror or Acquiror Management is terminated by Acquiror or Acquiror Management after the sixtieth (60th) day following the Closing Date. (j) Acquiror and its Affiliates shall be responsible for complying with WARN with respect to notices required to be provided to any Transferred Employee following his or her date of hire with Acquiror or the applicable Acquiror Entity. The Contributor Parties and their Affiliate shall be solely responsible for complying with WARN with respect to notices required to be provided to any Subject Employee who does not become a Transferred Employee. (k) Acquiror shall grant to each Transferred Employee, subject to approval by the board of directors of Acquiror GP, who either (i) held a Director or above position as a Subject Employee providing services to the Compression Business and held unvested restricted common units of ETP (awarded under an applicable ETP long-term incentive plan) (the “ETP LTIP Units”) as of the Closing Date; or (ii) is hired into a position of Director or above with Acquiror Management and held ETP LTIP Units as of the Closing Date (as specified in the offer letter delivered by Acquiror or Acquiror Management to such Transferred Employees) (such Transferred Employee described in (i) and (ii) above shall for purposes of this Section 5.6 5.18(k) be referred to as a “Director or Above Transferred Employee”) an award of Phantom Units (including distribution equivalent rights) under the Acquiror LTIP (the “Equity Make Up Award”). Each Equity Make Up Award will be granted to the Director or Above Transferred Employee with respect to a number of Acquiror Common Units with a grant date fair value equal to the resultant value of multiplying the number of ETP LTIP Units forfeited by such Transferred Employee in connection with their termination of employment with the Contributor Parties by the average of the closing price of the common units of ETP on the NYSE for the ninety (90) day period immediately prior to the Closing Date (the “Award Value”). The Acquiror shall then issue the Equity Make Up Award valued at the Award Value utilizing Acquiror’s standard time-based vesting form of employee Phantom Unit agreement (the “Grant Agreement”) within forty-five (45) days or ninety (90) days of Closing, as determined and agree set forth in such Director or Above Transferred Employee accepted offer letter. The other terms and conditions of the Equity Make Up Award shall be subject to the Grant Agreement. Acquiror shall not be required to provide each an Equity Make Up Award, or any other with such records and information as may be necessary and appropriate form of equity compensation, to carry out their respective obligations under this Section 5.6.any pers

Employee Matters. (a) Not less than thirty The Buyer shall offer employment to each of the Employees set forth on Exhibit H hereto; provided that such offers of employment shall be on terms and conditions measured immediately following the Effective Time (30including with respect to compensation and Benefit Plans) Business Days that, in the aggregate, are substantially similar to those in effect immediately prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified Effective Time and which are disclosed on Section 5.6(a3.14(a) of the Seller Disclosure Letter (Schedule; provided that such terms and conditions shall not include equity, incentive compensation, defined benefit pension plans or post-retirement welfare plans, if any. The Seller shall use its reasonable best efforts to assist the “Schedule 5.6(a) Employees”) Buyer in employing as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller new employees of the Schedule 5.6 (a) Buyer, all Employees to whom Buyer has offered employment pursuant to this Section 5.4(a). Any Employees who have accepted accept the Buyer’s offer of employment. After the date hereof employment and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences commence employment with the Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein to, collectively, as “Transferred Employees,” and each Schedule 5.6”. The Seller shall terminate the employment of all Transferred Employees with the Seller effective immediately prior to the Effective Time. The Buyer shall in no way be obligated to continue to employ any Transferred Employee for any specific period of time. (ab) Except as specifically provided in Section 2.3(c) with respect to bonuses and commissions, any and all Liabilities relating to or arising out of the employment, or cessation of employment, of any Employee (whether or not a Transferred Employee) with the Seller on, prior to or after the close of business on the Effective Date shall be the sole responsibility of the Seller including wages and other remuneration due through the close of business on the Effective Date. (c) Subject to the requirements of Section 5.4(a), the Buyer shall offer to Transferred Employees such Benefit Plans and arrangements as it deems appropriate in its sole discretion. Except as specifically provided in Section 2.3(c) with respect to bonuses and commissions, the Buyer shall not assume any Liability under any of the Seller’s Benefit Plans. (d) All Transferred Employees who are participants in any Seller’s Benefit Plan that is an employee pension benefit plan shall retain their accrued benefits and/or account balances under each such plan as of the Effective Date, the Seller shall retain Liability for the payment of benefits as and when such Transferred Employees become eligible therefor under such plans and the Buyer shall not have any Liability under such plans. All Transferred Employees shall become fully vested in their accrued benefits and/or account balances under the Seller’s employee pension benefit plans as of the Effective Time. (e) The Seller shall be liable for any severance, separation, deferred compensation or similar benefits that are payable (i) to any Person who is or was an employee of the Seller and who is not a Transferred Employee shall be referred Employee, including any Person whose employment with the Business was terminated prior to herein the Effective Time (the “Seller Employees”), and (ii) except as specifically provided in Section 2.3(c) with respect to bonuses and commissions, to Transferred Employees, to the extent that such Transferred Employee’s right to severance, separation, deferred compensation or similar benefits arises as a “Non-Hired Employee.” (b) Following result of the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, transactions contemplated by this Agreement and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationthe Ancillary Agreements. (cf) Following The Seller shall be liable for the Closing for a period administration and payment of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee all workers’ compensation and health and welfare Liabilities and benefits with respect to (i) Transferred Employees to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring on or prior to such Transferred Employee commencing his employment with the Buyer, and (ii) the Seller Employees who do not become Transferred Employees. The Buyer shall be liable for the administration and payment of all workers’ compensation and health and welfare Liabilities and benefits with respect to Transferred Employees to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring after the Effective Time. (g) The Seller shall retain and perform all Liabilities and maintain all insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to the Seller Employees and their covered dependents; provided that the Buyer shall perform all of its obligations under COBRA with respect to Transferred Employees that become covered by any group health insurance plan of Buyer. (h) Except as expressly set forth in this Section 5.4 with respect to Transferred Employees, the Buyer shall have no obligation with respect to any Employee. Nothing in this Agreement confers upon any Employee or its Affiliates who is not a Schedule 5.6(aTransferred Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Section 5.4. Nothing in this Agreement shall (i) impose an obligation on the Buyer to offer employment to any Employee or (ii) limit the right of Energy the Buyer to terminate or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation reassign any Transferred Employee after the Closing Date. Buyer agrees Effective Time or to indemnify Seller change the terms and to defend and hold Seller harmless for conditions of his or her employment in any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsmanner. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty Buyer shall extend offers of employment to those of Seller's employees whom it desires to hire (30) Business Days such employees are hereinafter referred to as the "Rehired Employees"), which offers shall be on terms and conditions which Buyer shall determine in its sole discretion. Seller shall terminate the employment of all Rehired Employees immediately prior to the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer and shall take all steps necessary to ensure that its hiring decisions cooperate with and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct assist Buyer in its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption efforts to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences secure satisfactory employment arrangements with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing those employees of the Material Subsidiaries, shall be referred Seller to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employeewhom Buyer makes offers of employment.” (b) Following Seller shall comply with the Closing for a period requirements of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") with respect to any "plant closing" or "mass layoff," as those terms are defined in WARN, which may result from Seller's termination of the employment of any of the employees of the Business in connection with Seller's sale of the Assets to Buyer or any of the other transactions contemplated by this Agreement. (c) Seller shall be solely responsible for all of the Employee Plans and similar foreignall obligations and liabilities thereunder; provided, state however, that Buyer -------- ------- shall reimburse Seller for up to an aggregate of $285,000 for severance payments made by Seller to persons listed on Exhibit G hereto who are either terminated by Seller and local rules, statutes not hired by Buyer or hired by Buyer and ordinances resulting from the actions terminated without cause within six months of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by shall not assume any of the Transferred Employees for back payEmployee Plans or any obligation or liability thereunder except as set forth in the proviso to the preceding sentence. (d) Nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to continuance of employment by Buyer, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue nor shall anything herein interfere with the right of prior notification (or lack thereof) Buyer to terminate the employment of any plant closing of the Rehired Employees at any time, with or mass layoff occurring after without cause, or restrict Buyer in the Closing Date exercise of its independent business judgment in modifying any of the terms and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsconditions of the employment of the Rehired Employees. (e) 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 respect to the compensation, terms and conditions of employment and benefits that may be provided to any Rehired Employee by Buyer and or under any benefit plan which Buyer may maintain. (f) Except as set forth on Schedule 6.5, Seller shall cooperate as reasonably necessary not, directly or indirectly, hire or offer employment to implement or seek to hire or offer employment to any employee of Seller whose employment is continued by Buyer after the provisions Closing Date or any employee of this Section 5.6 and agree Buyer or any successor or affiliate of Buyer which is engaged in the Business, unless Buyer first terminates the employment of such employee or gives its written consent to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6employment or offer of employment.

Employee Matters. (a) Not less than thirty (30) Business Days prior to the Closing Date, Buyer may offer employment, commencing as As of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer terminate all of its employees at the Hospital and, subject to customary screening procedures such as those relating to licensing and health care regulatory matters, LHP or an Affiliate thereof shall hire all active employees in good standing at the Hospital commencing as of the Closing Date (the “Hired Employees”) in their current positions and at compensation levels consistent with access, during reasonable business hours and upon reasonable notice, those being provided by Seller immediately prior to the Schedule 5.6 Closing Date. For purposes of this subsection, “active” employees shall include: (ai) Employeesemployees who are on maternity or paternity leave and are entitled to reemployment rights under applicable state Law; (ii) employees who are on leave pursuant to the Family and Medical Leave Act and are entitled to reemployment rights under such Law; (iii) employees who are on leave due to service in the uniformed services pursuant to the Uniform Services Employment and Reemployment Rights Act of 1994, as amended, and Buyer agrees that are entitled to reemployment rights under such Law; and (iv) employees on extended illness leaves who are entitled to reemployment under Seller’s existing policies. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of LHP or its Affiliate with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature, or alter any employment-at-will relationship between LHP or its Affiliate and the employees. Within the look behind period defined in 20 CFR §639(a)(1)(ii) before Closing Seller shall not, and within the look ahead period defined in 20 CFR §639(a)(1)(ii) following the Closing, LHP or its Affiliate shall not: (i) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (ii) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss,” and “mass layoff” shall be defined as in the WARN Act. With respect to terminations of employees following the Closing, LHP or its Affiliate shall be responsible for any notification required under the WARN Act. In respect of the employees employed by LHP or its Affiliate, it shall use provide such employees with employee benefits consistent with the benefits generally offered to hospital employees of LHP and its best efforts Affiliates and shall honor prior length of service for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual) in its benefit plans; provided, however, that no such prior service credit need be given in respect of any new plan commenced or participated in by LHP or its Affiliate in which no prior service credit is given to conduct or recognized for other plan beneficiaries. In extending such benefits, LHP or its hiring process, during reasonable business hours and upon reasonable notice, Affiliate shall waive pre-existing condition limitations in a manner its welfare benefit plans that causes minimum disruption might otherwise apply to such employees except to the operations extent employees have not satisfied such limitations under the current welfare benefit plans of Seller. Each Seller and only to the extent permitted under the terms of the Schedule 5.6 applicable plans and/or insurance contracts of LHP or its Affiliate. LHP or its Affiliate shall give all Hired Employees credit for their years of service with Seller for the purpose of determining benefits under its vacation, sick pay, and other paid time off benefits programs. In the event that LHP or its Affiliate terminates any Hired Employee prior to the first (a1st) Employees who commences employment with Buyer effective as anniversary of (or who is on approved leave of absence on) the Closing Date, together LHP or such Affiliate will provide to such employee a severance payment in an amount determined with reference to the continuing financial terms and conditions of the severance policy generally applicable to employees of Seller as of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired EmployeeClosing Date.” (b) Following LHP or its Affiliate shall give credit to all Hired Employees for their actual accumulated and unused paid time off and vacation pay, to the Closing extent included in the calculation of Net Working Capital. LHP or its Affiliate shall also give credit to all Hired Employees for their actual and unused sick leave or extended illness hours on the books of Seller as of the Closing, up to a period maximum of one (1) yearhours per employee. Such amounts shall not otherwise be subject to reduction, none of Buyeroffset, Generation or their Affiliates shall hire in any capacity (whether as an employeeother limitation under the paid time off, consultantvacation, independent contractor sick leave, or otherwise) any Non-Hired Employee who has been terminated by, extended illness benefits policies and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationprocedures or LHP or its Affiliate. (c) Following LHP or its Affiliate will credit each Hired Employee and their eligible dependents under the Closing for a period of one (1) yearemployee welfare benefit plans used to provide benefits to the Hired Employees with any deductibles, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services ofco-payments, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) other cost-sharing amounts attributable to the Hired Employee or eligible dependent under Seller’s employee welfare benefit plans, as the case may be, following receipt of reasonable evidence of any such deductibles, co-payments, and/or other cost-sharing amounts. Seller shall provide to LHP, within seventy five (ii75) of Energy or its Affiliates without days after Closing, the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach amount of such responsibility and Buyer’s indemnification of Seller deductibles, co-payments, or other cost-sharing amounts in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits such electronic or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate other format as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6required by LHP.

Employee Matters. (a) Not less than thirty Prior to the Closing, Buyer shall (30i) make offers of employment on an at-will basis to each Business Days Employee employed in the United States who is not a Group Company Employee (including those on short term disability or who are not actively at work but have a right to return to employment with the Company or one of its Affiliates), with such offers to be effective as of the Closing (or upon the employee's return to work if he is not actively at work at the time of the Closing), (ii) continue to employ (where employment continues automatically by operation of Law or where employer substitution or similar transfer method is possible under applicable Law) each Business Employee employed outside of the United States who is not a Group Company Employee (including those on short term disability or who are not actively at work but have a right to return to employment with the Company or one of its Affiliates), effective as of the Closing Date (or upon the employee's return to work if he is not actively at work at the time of the Closing), (iii) make offers of employment to (where employment does not continue automatically by operation of law or where employer substitution or similar transfer method is not possible under applicable Law) each Business Employee employed outside of the United States who is not a Group Company Employee (including those on short term disability or who are not actively at work but have a right to return to employment with the Company or one of its Affiliates), with such offers to be effective as of the Closing (or upon the employee's return to work if he is not actively at work at the time of the Closing) (each offer described in (i) and (iii), an “Employment Offer”); provided, however, that Buyer shall in no event be obligated to make an Employment Offer to any Business Employee who is on long-term disability leave as of immediately prior to the Closing Dateif they do not have a right to return to employment with the Company or one of its Affiliates. Each Employment Offer shall be (i) at a compensation level (other than equity compensation) and with employee benefits that are substantially comparable, in the aggregate, to the compensation (other than equity compensation) and employee benefits as were paid or provided to such Business Employee immediately prior to Closing, and (ii) made in accordance with applicable Law. For the avoidance of doubt, Buyer may shall not be required to assume any equity compensation plan (including any long-term incentive plan) in which any Business Employee participates. (b) Each Business Employee who accepts Buyer’s offer of employment shall, as of the Closing Date or, with respect to any Business Employee on a leave of absence or otherwise has a right to return to employment, commencing as of the date such Business Employee commences active employment with Buyer and each Business Employee who continues in employment by operation of law in accordance with Section 5.18(a)(ii) shall become an employee of Buyer (each such Business Employee and each Group Company Employee, a “Continuing Employee”). Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment of any particular compensation and benefit plan provided by Buyer, its Subsidiaries or the Group Companies, (ii) give any third party any right to enforce the provisions of this Section 5.18, or (iii) obligate Buyer or any Group Company to (A) maintain any particular compensation and benefit plan provided by Buyer, its Subsidiaries or the Group Companies or (B) retain the employment of any particular employee. (c) With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, maintained by Buyer or any of its Subsidiaries, including the Group Companies, in which any Continuing Employee becomes a participant, Buyer shall and shall use its reasonable best efforts to cause its third party insurers to provide that the Continuing Employees shall receive full credit for service with Seller or any of its Subsidiaries for purposes of eligibility to participate, vesting and determination of benefits under severance and vacation pay plans, to the same extent that such service was recognized as of the Closing under a comparable Seller Plan in which the Continuing Employee participated (but not for purposes of benefit accrual to the extent such credit would result in a duplication of benefits). Buyer shall (and shall use its reasonable best efforts to cause its third party insurers to) (i) waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Buyer or any of its Subsidiaries in which the Continuing Employees (and their eligible dependents) are eligible to participate from and after the Closing to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods were satisfied or waived under the comparable Seller Plan in which the Continuing Employees participated and (ii) cause any health benefit plan of Buyer or its Subsidiaries in which the Continuing Employees participate after the Closing to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by such Continuing Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying deductible and co-payment limitations for such year under the relevant welfare benefit plans in which such Continuing Employee (and dependents) participates following the Closing. (d) Effective as of the Closing, the Continuing Employees shall cease active participation in the Employee Plans (the “Retained Welfare Plans”) providing welfare benefits that are maintained by Seller or any of its Affiliates (other than MHPS Employee Plans). With respect to any Retained Welfare Plans, Seller shall remain liable for all eligible claims for benefits under the plan that are incurred by the Continuing Employees prior to the Closing. For purposes of this Section 5.18(d), a claim is deemed to have been incurred (i) with respect to claims for life, accidental death and dismemberment and short-term disability benefits, on the occurrence of event giving rise to such benefits, (ii) with respect to long-term disability benefits, on the date on which the relevant individual satisfied the eligibility requirements for the commencement of the long-term disability benefits (regardless of whether the claim was approved before or after the Closing) and (iii) on the date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of the submission of the claim related thereto) in the case of all other claims. Buyer shall be liable for all claims incurred by Continuing Employees on or after the Closing. (e) Prior to making any written or material oral communications to the Business Employees pertaining to the effect of the Transaction on compensation or benefit matters, the Seller shall, and shall cause the Group Companies to, provide Buyer with a copy of the intended communication, Buyer shall have a reasonable period of time to review and comment on the communication and Buyer and the Seller shall cooperate in providing any such mutually agreeable communication. (f) Seller shall, effective as of the Closing Date, to cease all contributions in respect of each Continuing Employee in Seller’s defined contribution plans in which such individuals identified individual is then participating. Such defined contribution plans that are individual account plans are set forth on Section 5.6(aSchedule 4.02(m)(i) (“Seller’s Savings Programs”). As of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer or one of its Subsidiaries shall notify Seller have in effect one or more defined contribution plans that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Schedule 5.6 Code (a) Employees who have accepted “Buyer’s offer of employment401(k) Plan”). After the date hereof and prior to As soon as practicable following the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (aextent elected by a Continuing Employee and permitted by Buyer’s 401(k) EmployeesPlan, Seller agrees to cause the Seller’s Savings Programs to transfer to Buyer’s 401(k) Plan, and Buyer agrees to cause Buyer’s 401(k) Plan to accept eligible rollover distributions within the meaning of Section 402(c)(4) of the Code of Continuing Employees’ account balances (including the in-kind rollover of notes evidencing outstanding Plan loans) under Seller’s Savings Programs as of the valuation date next preceding the date of transfer; provided, that it shall if Buyer’s 401(k) Plan does not permit such transfer, Buyer agrees to use its best commercially reasonable efforts to conduct its hiring process, during cause Buyer’s 401(k) Plan to accept such eligible rollover distributions. Buyer and Seller shall cooperate to take any and all commercially reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption actions needed to permit each Continuing Employee with an outstanding loan balance under the Seller's Savings Programs as of the Closing Date to continue to make scheduled loan payments to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) 's Savings Programs after the Closing Date, together with pending the continuing employees distribution and in-kind rollover of the Material Subsidiariesnote evidencing such loan from the Seller Savings Programs to the Buyer's 401(k) Plan, shall be referred so as to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not prevent, to the extent reasonably possible, a Transferred Employee shall be referred deemed distribution or loan offset with respect to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationoutstanding loan. (cg) Following Buyer shall assume the Closing for a period of one liability arising under COBRA with respect to Business Employees who become M&A Qualified Beneficiaries (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire as that term is defined in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose26 C.F.R. Section 54.4980B-9 Q & A 4). (dh) Buyer, Generation and the Subsidiaries of Generation ’s workers’ compensation program shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless claims for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits which are incurred on or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and by participating Continuing Employees. Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsworkers’ compensation program shall be responsible for all claims for benefits which are incurred prior to the Closing Date by participating Continuing Employees. (ei) Buyer As legally or contractually required, Seller and its Subsidiaries, as applicable, shall provide notice to, enter into any consultation procedure with, and shall use reasonable efforts to have obtained required consent or opinion from any labor union, labor organization, works council or group of employees of Seller and its Subsidiaries in connection with the Transactions, and Seller shall cooperate as reasonably necessary to implement shall, upon request of Buyer, promptly inform Buyer about the provisions of this Section 5.6 and agree to provide each other status regarding any such consultations, consents or opinions, including discussions with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6employee representatives.

Employee Matters. (a) Not less than thirty (30The Buyer shall offer employment to each employee of the Seller listed on Schedule 7(a) Business Days who is employed immediately prior to the Closing DateDate by the Seller in the Division (the "PTG Employees"), in each case for a substantially comparable position (as reasonably determined by the Seller) that is within 25 miles of such PTG Employee's current work location. Prior to the Closing, the Buyer may offer employmentshall be entitled to offer, commencing as of discuss and negotiate a new employment contract with each PTG Employee, which contract shall be effective only upon the Closing. (b) From and after the Closing Date, the Buyer shall make payment to such individuals identified the Seller in an amount equal to all financial obligations of the Seller to any of the PTG Employees for severance pay and related benefits to the extent set forth on Schedule 7(c) which result from the failure of the Buyer to comply with the Buyer's obligations under Section 5.6(a7(a) or from the Buyer's termination or severance after the Closing Date (and whether or not resulting from or in connection with the transactions contemplated hereby) of the Seller Disclosure Letter employment of any PTG Employee who accepts employment with the Buyer (the “Schedule 5.6(a) Employees”) as it may determine in its discretion"Employment Obligations"). Notwithstanding anything to the contrary herein, the Buyer shall take all steps necessary have no liability with respect to, and the Seller shall be solely liable to ensure pay, any severance pay and other benefits or claims that its hiring decisions arise in connection with the Seller's employment of the PTG Employees, or the severance from the employment by the Seller of any such employees, including without limitation any who do not accept employment with the Buyer. The Seller represents and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior warrants to the Closing Date, Buyer shall notify Seller that Schedule 7(c) sets forth the severance and other related benefits to which each employee of the Seller listed on Schedule 5.6 (a7(a) Employees who have accepted Buyer’s offer of employment. After will be entitled if such employee is terminated by the date hereof and prior to Seller on the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees Date assuming that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who such employee is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following employed by the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following Notwithstanding anything to the Closing for a period of one (1) yearcontrary in this Section 7, none of Buyerthe Buyer shall have no liability with respect to, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation Seller shall be responsible for all Liabilities solely obligated to provide, health care continuation coverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985 and obligations under the Worker Adjustment and Retraining Notification Act and similar foreignapplicable state law, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any those employees of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereofSeller listed on Schedule 7(a) of any plant closing or mass layoff occurring after who do not accept employment with the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6qualified beneficiaries.

Employee Matters. (a) Not Purchaser or the Company shall offer to employ each Business Employee effective as of the Closing Date in each case for a base annual salary that will not be less than thirty the base annual salary shown for such Business Employee in Schedule 1(A), and with a pay grade or officer level that corresponds reasonably within Purchaser’s organization to their current grade or officer level with Seller, except for the excepted Business Employees designated on Schedule 1A. Seller agrees that it will reasonably cooperate with Purchaser with respect to the transition of Business Employees as provided above. Each Business Employee who accepts employment with Purchaser or the Company to commence following the Closing Date shall be treated as a “Transferred Employee” for purposes hereof. (30b) Business Days From and after the Closing Date, Purchaser or the Company shall grant all Transferred Employees, for purposes of employee benefit rights, the following privileges: (i) With respect to any Pension Plan in which a Transferred Employee is covered, Purchaser shall grant (i) immediate participation to any Transferred Employee who was employed by Seller for a period of at least one year prior to the Closing Date, Buyer may offer employmentand for any such Transferred Employee who was not employed by Seller for a period of at least one year prior to the Closing Date, commencing Purchaser shall grant credit for service with Seller and its Affiliates for purposes of determining eligibility to participate in such Pension Plan, and (ii) credit for service as an employee of Seller and its Affiliates shall be credited as service with Purchaser for purposes of vesting of benefits and early retirement under any such Pension Plan, provided, however, that service with Seller and its Affiliates shall not be credited for purposes of benefit accrual or in any formula affecting the accrual of benefits under any such Pension Plan; (ii) When applicable with respect to any medical benefit, dental benefit, group life insurance, business travel and short term disability plan of Purchaser, (A) Purchaser shall waive, with respect to any Transferred Employee, any pre-existing condition exclusion and actively-at-work or waiting period requirements (to the extent such exclusion or requirement would not have applied under the applicable corresponding plan of Seller or its Affiliates covering such Business Employee immediately prior to the Closing), (B) with respect to any long term disability plan of Purchaser, Purchaser shall waive any actively-at-work requirements and (C) any covered expenses incurred on or before the Closing Date by a Transferred Employee or a Transferred Employee’s covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date to the same extent as such expenses would be taken into account if incurred by similarly situated employees of Purchaser; and (iii) For purposes of determining the vacation and holiday paid time off benefits to which any Transferred Employee is eligible, Purchaser agrees to credit Transferred Employees with service accrued as employees of Seller and any of its Affiliates. Nothing in this Section shall obligate Purchaser to retain any Transferred Employee as an employee of the Company or any Affiliate of Purchaser for any fixed period of time, or to provide any form of employee benefit to Transferred Employees, nor shall Purchaser be obligated to provide service credits for prior service with Seller and its Affiliates to Transferred Employees other than the service credits described in this Section. (c) Seller agrees to provide COBRA continuation coverage for all Business Employees (and their covered dependents) to the extent required by applicable law. (d) At the Closing, Seller will to pay to each Transferred Employee his or her accrued paid time off as of the Closing Date. (e) Business Employees who (i) are receiving short term disability benefits, workers compensation benefits, sick day benefits, or who are on leave of absence on the date hereof, as identified on Schedule 5.7(e) (which shall be updated one day prior to the Closing Date), (ii) return to active employment with Seller or any of their Affiliates within a 26-week continuous cumulative period of absence, which absence is approved by Seller, (iii) accept employment with Purchaser or the Company (effective the day following the date the Business Employee returns to active employment with Seller or its Affiliates) and (iv) are actively at work for Purchaser or the Company on such day, shall be referred to as “Delayed Transferred Employees.” Seller shall terminate the employment of all Transferred Employees as of the Closing Date, and the employment of all Delayed Transferred Employees effective the date they return to active employment with Seller on and after the Closing Date (except as otherwise prohibited by law) or the expiration of the 26-week cumulative approved period of absence, whichever is sooner. Seller may terminate the employment of any Business Employees who are not Transferred Employees or Delayed Transferred Employees as of the Closing Date or thereafter. (f) Except as provided in this subsection, all employment records of the Business Employees compiled prior to the Closing will be retained by Seller or its designee. At the Closing, Seller shall deliver to Purchaser an electronic employment record for each Transferred Employee in the form of, and containing the fields specified in, Schedule 5.7(f). Seller will retain all other employment records of the Transferred Employees and will grant access by Purchaser to such individuals identified on Section 5.6(arecords, subject to Seller personnel policies and applicable Legal Requirements related to disclosure of personnel files. (g) For the avoidance of doubt, Purchaser will not be responsible for or assume any liability or loss incurred or suffered as a result of any claim by any present or former employee who performed or performs services in or for the Business, including, without limitation, the Transferred Employees and the Delayed Transferred Employees, that (x) relates to the employment relationship of such present or former employee with Seller Disclosure Letter or any of its Affiliates, (y) arose out of actions, events or omissions that occurred (or, in the “Schedule 5.6(acase of omissions, failed to occur) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller and (z) arises either under federal, state or local statute (including, without limitation, Title VII of the Schedule 5.6Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1990, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA and all other statutes regulating the terms and conditions of employment or the payment of compensation or benefits), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Seller or any of its Affiliates, and the Person (collectively, the “Retained Employee Liabilities”). (ah) Purchaser agrees to pay severance and provide benefits to any Transferred Employee whose employment terminates or is terminated on or before the first anniversary of the Closing Date that are substantially equivalent to the Severance Benefits such Transferred Employee would have received under and in accordance with severance arrangements or plans covering such Transferred Employees who have accepted Buyer’s offer of employment. After the date hereof and immediately prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours Date and upon reasonable notice, to the disclosed on Schedule 5.65.7(h). (ai) EmployeesSeller agrees to continue to employ the Business Employees located at the Company’s office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, and Buyer agrees that it shall use its best efforts ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, for a period up to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) six months after the Closing Date, together with subject to the continuing employees terms and conditions of their employment that are applicable as of the Material Subsidiaries, shall date of this Agreement or as they may be referred modified by changes to herein as “Transferred Employees,” Seller’s general employment policies and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred practices. Seller agrees to herein as a “Non-Hired Employee.” (b) Following make such employees available to provide services to the Closing Company for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation six months after the Closing Dateas provided in the CNA Interim Services Agreement, at the sole cost of the Company. Buyer Seller further agrees to indemnify offer and pay to each such Business Employee a stay bonus equal to 25% of each such Business Employee’s annual base salary provided that each such Business Employee successfully completes his or her service for Seller during the period provided for such service in the CNA Interim Services Agreement. Such stay bonus, including any employment and withholding Taxes thereon, shall be reimbursed to defend and hold Seller harmless for by Purchaser or the Company. Seller shall have no obligation to such Business Employees other than as specified in this Section 5.7(i) and, provided that Seller fulfills such obligations, Seller shall have no liability to Purchaser or the Company should Seller fail to retain any breach of such responsibility and BuyerBusiness Employees as Seller’s indemnification employees for all or any portion of Seller the period specified in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsSection 5.7(i). (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty Within five (305) Business Days prior to following the Closing Date, Buyer may offer employment, commencing as of the Closing Date, to such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Execution Date, Seller shall provide will make available to Buyer with accessa true and complete list as of such date of all employees of any of Seller, during reasonable business hours and upon reasonable notice, the Company or any of their Affiliates who are dedicated to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the or operations of Seller. Each the Acquired Company (all such employees, collectively, the “Business Employees”), including each such Business Employee’s: (i) name; (ii) job title or function; (iii) job location; (iv) salary or wage rate or other base compensation; (v) bonus opportunity, commission status or other incentive compensation paid or payable for 2017; (vi) classification as exempt or non-exempt under the Fair Labor Standards Act; (vii) leave status; and (viii) date of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Datehire, together with a notation next to the continuing employees name of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee any individual on such list who is not a Transferred Employee shall be referred subject to herein as a “Non-Hired Employeeany written employment or consulting agreement.” (b) Following Buyer may, on or after its receipt of the Closing information required to be delivered pursuant to Section 7.06(a) (the “Delivery Date”), interview any Business Employee and conduct any such standard employee screening and eligibility procedures with regard to such Business Employees as Buyer conducts with respect to candidates for a period employment in Buyer’s ordinary course of one (1) yearbusiness. Subject to applicable Law and, none with the prior written consent of each Business Employee, as applicable, Buyer shall be entitled to review copies of the personnel records maintained by Seller, the Company and its Affiliates with respect to such Business Employee, and discuss such records and such Business Employee with Seller’s Representatives. Buyer’s interviews of the Business Employees as set forth in this Section 7.06 shall be conducted so as not to unreasonably interfere with the business of Seller, Generation the Company or their respective Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationprior to Closing. (c) Following Notwithstanding anything in this Agreement to the contrary, (a) nothing in this Agreement shall create any obligation on the part of Buyer (or the Company, following the Closing) to continue the employment of any employee for any definite period following the Closing for a period of one Date, and (1b) yearnothing in this Agreement shall preclude Buyer from altering, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services ofamending, or hire terminating any Buyer Benefit Plans, or the participation of any of its employees in such Buyer Benefit Plans, at any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposetime. (d) Buyer, Generation and the Subsidiaries of Generation This Section 7.06 shall be responsible for all Liabilities binding upon and obligations under inure solely to the Worker Adjustment benefit of each of the Parties, and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller nothing in this regard specifically includes Section 7.06, express or implied, shall confer upon any Claim by other Person any of the Transferred Employees for back pay, front pay, benefits rights or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) remedies of any plant closing nature whatsoever under or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claims. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions by reason of this Section 5.6 7.06. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties acknowledge and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under that the terms set forth in this Section 5.67.06 shall not create any right in any Person to any continued employment with Buyer or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employee Matters. (a) Not less than thirty (30) Business Days prior Prior to the Closing, and conditioned on the Closing Datehaving occurred, Buyer may Purchaser or one of its Affiliates shall offer employment, commencing employment (effective as of the Closing Date, ) to such individuals identified on Section 5.6(a) all of the Seller Disclosure Letter Transferred Employees, at (i) an initial rate of base salary and target annual bonus or incentive opportunity (beginning with the 2023 fiscal year, including for the pre-Closing period) that are no less than the Transferred Employee’s pre-Closing levels, (ii) with Purchaser’s (or, if applicable, its Affiliate’s) health and retirement benefits available to similarly-situated employees of Purchaser and its Affiliates, (iii) a work location that is within fifty (50) miles of the Transferred Employee’s pre-Closing work location and (iv) except as otherwise agreed in writing with a Transferred Employee, any other terms and conditions provided in an offer letter or employment agreement with the Transferred Employee that are in effect as of the Closing (collectively, the “Schedule 5.6(aOffer Conditions”). Seller shall cooperate with Purchaser’s (or its Affiliate’s) Employees”efforts to employ the Transferred Employees on the Closing Date (but without incurrence of any material cost or expense). In the event that a Transferred Employee accepts Purchaser’s (or its Affiliate’s) as it may determine in its discretion. Buyer offer of employment, the Transferred Employee’s employment with Purchaser shall take all steps necessary to ensure that its hiring decisions and practices in this regard are commence on the Closing Date in accordance with Applicable Lawthe Offer Conditions on an at-will basis. Not fewer than twenty Purchaser (20or, if applicable, its Affiliate) Business Days prior to shall maintain the Offer Conditions until the first (1st) anniversary of the Closing Date, Buyer shall notify Seller . As of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing DateClosing, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “not employ any Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following Provided that Purchaser (and, as applicable, its Affiliate) complies with its obligations under Section 5.03(a), including the Closing for a period of one Offer Conditions, (1i) year, none of Buyer, Generation or their Purchaser and its Affiliates shall hire in have no Liability for or to any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Transferred Employee who has been terminated byfails to accept Purchaser’s (or its Affiliate’s) offer of employment, and received (ii) Seller and its Affiliates shall be solely responsible for all severance compensation from, Seller unless and until Buyer reimburses Seller for termination costs that become payable to such Transferred Employee solely as a reasonable portion result of such severance compensationthis transfer of employment to Purchaser (or its Affiliates). (c) Following As of the Closing for a period Closing, Seller or one of one (1) year, none of Buyer, Generation or their its Affiliates shall directly or indirectly solicit retain the obligation to pay any and all accrued payroll obligations and other employee benefits owed to Transferred Employees for pre-Closing employment or services ofservice under the Employee Plans, or hire except as otherwise provided in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purposethis Agreement. (d) BuyerAs of the Closing, Generation Seller shall, or shall cause its Affiliates to, terminate the participation of all Transferred Employees and the Subsidiaries of Generation Insurer in any Employee Plan, and in no event shall any Transferred Employee be responsible for all Liabilities and obligations entitled to accrue any compensation or benefits under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation an Employee Plan with respect to employment or services rendered or compensation paid on or after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such ClaimsClosing. (e) Buyer [Intentionally omitted] (f) Purchaser shall, or shall cause its Affiliates, as applicable, to give the Transferred Employees full credit for their service with Seller and its Affiliates for purposes of eligibility, vesting and determination of the level of benefits to the same extent recognized by Seller and its Affiliates immediately prior to the Closing, under any benefit plans made available to employees or officers of Purchaser and its Affiliates in which the Transferred Employee participates following the Closing; provided that such service shall cooperate as reasonably necessary not be recognized to implement the provisions extent that such recognition would result in a duplication of this Section 5.6 and agree benefits with respect to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6the same period of service.

Employee Matters. (a) Not Other than as set forth in Section 5.10(b), not less than thirty twenty one (3021) days prior to the expected Closing Date, Purchaser, or the appropriate Affiliate of the Purchaser, on behalf of the Transferred Companies, shall make offers of employment to eligible Business Employees, to be effective as of the Closing. Each such offer by Purchaser, or the appropriate Affiliate of the Purchaser, to a Business Employee shall provide the following terms and conditions: (1) that such offer shall be effective as of the Closing; (2) that the initial work location immediately after the Closing shall be the same as immediately prior to the Closing and the initial job duties of the Business Employee immediately after the Closing shall be substantially similar as immediately prior to the Closing; (3) that the Business Employee’s total annual cash compensation shall in the aggregate be substantially comparable to pre-Closing levels; (4) that the Business Employee shall be immediately eligible to participate in the fringe and employee benefit plans, programs and policies as Purchaser and its Affiliates provides to an eligible employee pursuant to the terms of such plan, program or policy; and (5) that such offer shall be deemed accepted unless affirmatively rejected by the Business Employee (each Business Employee who accepts or is deemed to have accepted such offer of employment (including pursuant to Section 5.10(b)), a “Transferred Employee”). Each such offer shall be subject to the screening procedures of Purchaser set forth in Section 5.10 of the Purchaser Disclosure Letter (for the avoidance of doubt, references in this Agreement to an “eligible” Business Employee means a Business Employee, subject to such screening procedures). Seller shall provide Purchaser with an updated list of the information described in Section 3.15(a) as reasonably requested by Purchaser in writing to enable Purchaser to make the offers of employment described in this Section 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 (3) Business Days after the Contract Date and shall include the names of all Business Employees. (b) Notwithstanding Section 5.10(a), Purchaser may, but shall not be obligated to, make an offer of employment to any Business Employee who is on short- or long-term disability, leave under the Family and Medical Leave Act or other leave approved (other than vacation) by the Transferred Companies as of immediately prior to the Closing (each, a “Retained Employee”). Each Retained Employee shall remain an employee of Seller and its Affiliates (other than the Transferred Companies), and neither Purchaser nor the Transferred Companies shall have or retain any liability or obligation in respect of the Retained Employee; provided, that if a Retained Employee is cleared for return to work to perform all essential job functions on or before the six (6) month anniversary of the Closing Date, Purchaser shall cause an offer of employment substantially consistent with the requirements of Section 5.10(a) to be made to such individual (if necessary, with reasonable accommodation). Any Retained Employee that accepts such an offer of employment shall be a Transferred Employee for purposes of this Agreement from and after his or her commencement of employment with Purchaser, the Transferred Companies or any of their Affiliates. (c) For all purposes under the employee benefit plans, programs and arrangements established or maintained by Purchaser, the Transferred Companies and their respective Affiliates in which Business Employees may be eligible to participate after the Closing, (the “New Benefit Plans”), each Transferred Employee shall be credited with the same amount of service as was credited with the Transferred Companies and their Affiliates as of the Closing under similar or comparable Company Benefit Plans (only for purposes of eligibility to participate and vesting, but not for benefit accrual); provided, that such crediting shall not operate to duplicate any benefit or the funding of any benefit. In addition, and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Transferred Employees may be eligible to participate following the Closing, each Transferred Employee will be eligible to participate in such New Benefit Plans, based on the service credited pursuant to the first sentence of this Section 5.10(c), to the extent coverage under such New Benefit Plans replaces coverage under a similar or comparable Company Benefit Plan in which such Transferred Employee was eligible to participate immediately before such commencement of participation (such plans, collectively, the “Old Benefit Plans”) and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical, vision and/or life benefits to any Transferred Employee, Purchaser and the Transferred Companies shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Benefit Plan to be waived for such Transferred Employee and his or her covered dependents, to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Company Benefit Plan; provided, to the extent dental, vision or life benefits are fully insured, only to the extent approved by the insurance carrier; provided further, that Purchaser shall use commercially reasonable efforts to obtain such consent. For each Business Employee enrolled in a New Benefit Plan providing medical coverage, Purchaser and the Transferred Companies shall cause any eligible expenses incurred by such Transferred Employee and his or her covered dependents during the portion of the plan year of the Old Benefit Plan ending on the date such Transferred Employee’s participation in the corresponding New Benefit Plan begins to be taken into account for purposes of satisfying all deductible, and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Benefit Plan to the extent administratively practicable as determined in good faith by the Purchaser. For purposes of paid time off, each Transferred Employee will be provided payment by the Seller for the value of all accrued time through the Closing Date and, after the Closing Date, Transferred Employees will be provided with paid-time off pursuant to the terms of the Purchaser’s program; provided, however, that (x) the Transferred Employees will receive credit for all service with the Transferred Companies prior to and following the Closing Date and (y) in the event that a Transferred Employee received approval from Seller and its Affiliates of a vacation in the Ordinary Course of Business prior to the Closing Date, Purchaser shall, unless conflicting business demands require otherwise, advance the Transferred Employee the same number of paid vacation days so as to permit the Transferred Employee to take such vacation on a paid basis up to a maximum of five (5) days of paid vacation. For purposes of Transferred Employees who participate in the Seller’s Savings Plan, the Purchaser shall cause the Purchaser’s 401(k) plan to accept an elective direct rollover of the Transferred Employees’ accounts under the Seller’s Savings Plan which includes participant loans. (d) Subject to any required enrollment and payment requirements, following the Closing Date Seller shall continue to honor eligibility for Company Benefit Plans providing post-retirement medical, dental and life insurance plans for all Transferred Employees who were eligible to retire from Seller and its Affiliates and receive the same as of the Closing. For purposes of determining the timing of commencement of the required enrollment procedures for such post-retirement benefits (but, for avoidance of doubt, not eligibility requirements), the date as of which the eligible Transferred Employee terminates service with Purchaser, the Transferred Companies and their Affiliates following the Closing Date shall be treated as the date as of which the Transferred Employee retired from service with Seller and its Affiliates; provided, however, that the Transferred Employee shall have notified Seller of the Transferred Employee’s termination of employment with Purchaser, the Transferred Companies and their affiliates within 30 days of such termination of employment. Purchaser will not assume any liability associated with any of the Company Benefit Plans maintained by the Seller providing such benefits. (e) With respect to any Transferred Employee whose employment is terminated by Purchaser, the Transferred Companies or any of their Affiliates (other than for cause) during the twelve-month period commencing immediately following the Closing Date, Purchaser shall provide, or shall cause its Affiliates to provide, severance benefits to such Transferred Employee, which shall be determined and payable in accordance with either (i) the severance benefit plan or arrangement maintained by Seller or any of its Affiliates for the benefit of such Transferred Employee immediately prior to the Closing Date or (ii) the severance benefit plan maintained for similarly situated employees of Purchaser and its Affiliates at the time of such Transferred Employee’s termination of employment, whichever is more favorable to the Transferred Employee, in each case taking into account all service with Seller, Purchaser and their respective Affiliates in determining the amount of severance benefits payable. (f) No later than the later of the Closing Date and March 15, 2014, Seller shall cause eligible Business Employees to be paid amounts under Seller’s and its Affiliates’ annual bonus plans or other incentive plans, in each case with respect to performance periods completed prior to the date of payment, that are due or become due as a result of the transaction. (g) Purchaser or its Affiliates shall grant and pay to Transferred Employees awards under an annual bonus plan maintained by Purchaser or its Affiliates subject to the achievement of performance goals and criteria determined by Purchaser (“Purchaser Awards”); provided that the performance period applicable to the Purchaser Awards shall begin as of January 1, 2014. The amount accrued by Seller from January 1, 2014 through and including the Closing Date in respect of the awards that Seller or its Affiliates’ would have granted in the Ordinary Course of Business for the 2014 performance year under Seller’s and its Affiliates’ annual bonus plans for the performance period beginning in 2014 (collectively the “Seller Awards”) shall be reflected in the calculation of GAAP Tangible Equity. The accrual will be based on the Seller Awards’ target values, and will only be accrued to the extent Seller or its Affiliates have not made payment to the Transferred Employee in respect of the Seller Awards. No later than 5 Business Days prior to the Closing Date, Buyer may offer employmentSeller shall deliver to Purchaser a schedule detailing the names of the Transferred Employees who would have received Seller Awards, commencing the amounts of such Seller Awards and the amounts accrued pursuant to this Section 5.10(g). (h) On or as of soon as reasonably practicable following the Closing Date, Purchaser or its Affiliates shall provide a compensatory arrangement to each Transferred Employee who forfeits one or more long-term incentive awards as a result of, or in connection with, the transactions contemplated by this Agreement, which compensatory arrangement shall provide an incentive opportunity for each such individuals identified on Section 5.6(a) Transferred Employee to earn the value lost by the Transferred Employee in respect of such forfeited long-term incentive awards. An amount equal to $262,500 (which represents 50% of the Seller Disclosure Letter (amount of the “Schedule 5.6(aforfeited long-term incentive awards) Employees”) as it may determine shall be reflected in its discretionthe calculation of GAAP Tangible Equity. Buyer shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer No later than twenty (20) 5 Business Days prior to the Closing Date, Buyer Seller shall notify Seller deliver to Purchaser a schedule detailing the names of the Schedule 5.6Transferred Employees who will forfeit long-term incentive awards as a result of, or in connection with, the transactions contemplated by this Agreement, and the amounts of such awards that are so forfeited. (ai) Employees who have accepted Buyer’s offer Purchaser and Seller agree to the matters set forth on Section 5.10(i) of the Seller Disclosure Letter. For the avoidance of doubt, any amounts payable by Purchaser as set forth on Section 5.10(i) of the Seller Disclosure Letter shall be excluded from the calculation of GAAP Tangible Equity. (j) Purchaser and its Affiliates shall not at any time prior to 90 days after the Closing Date effectuate a “plant closing” or a “mass layoff” as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or effectuate any similar triggering under any other applicable Law, affecting in whole or in part any site of employment, facility, operating unit directly related to the Business or Transferred Employee. After Purchaser agrees to provide any required notice under WARN and any other Applicable Law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in WARN) or any similar triggering event under any other Applicable Law occurring on or after the date hereof and Closing or arising as a result of the transactions contemplated hereby (k) The terms of this Section 5.10 shall not confer any rights or remedies upon any Transferred Employee or any Governmental Authority or any other Person other than the parties hereto. Nothing contained in this agreement shall constitute or be deemed to be an amendment to any Company Benefit Plan or any other compensation or benefit plan, program or arrangement. Nothing herein expressed or implied shall confer upon any Transferred Employee any rights or remedies, including without limitation, any right to employment or continued employment for any specified period of any nature or kind whatsoever. (l) On or prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours pay in full all accrued and upon reasonable notice, unpaid obligations to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall be responsible for all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act and similar foreign, state and local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after the Closing Date. Buyer agrees to indemnify Seller and to defend and hold Seller harmless for any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back payvacation, front paysick leave, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimspaid time off. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty As promptly as practicable after the execution of this Agreement, the Company shall engage an independent outside compensation advisor. As promptly as practicable after the execution of this Agreement, and in any event, prior to the effective date of the Registration Statement, the Purchaser and the Company shall use their commercially reasonable efforts to agree to a form of equity incentive plan that provides for grants of equity-based incentive awards to eligible service providers of the Company (30) Business Days the “Equity Incentive Plan”), such agreement by either Party not to be unreasonably withheld, conditioned or delayed. Purchaser shall, prior to the Closing Date, Buyer may offer employmentadopt such Equity Incentive Plan, commencing effective as of the Closing DateEffective Time, to such individuals identified on Section 5.6(a) and submit it for approval of the Seller Disclosure Letter (Purchaser’s Shareholders at the “Schedule 5.6(a) Employees”) as it may determine in its discretionPurchaser Shareholders’ Meeting. Buyer The Equity Incentive Plan shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) Business Days prior to the Closing Date, Buyer shall notify Seller of the Schedule 5.6 (a) Employees who have accepted Buyer’s offer of employment. After the date hereof and prior to the Closing Date, Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, to the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, an initial share reserve which shall be referred mutually agreed between the Purchaser and the Company based upon benchmarking against peer public companies and in consultation with its independent outside compensation advisor, such consent not to herein as “Transferred Employees,” and each Schedule 5.6 (a) Employee who is not a Transferred Employee shall be referred to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensation. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller delayed. Prior to retain the Closing, Purchaser and the Company shall determine the initial award grants that shall be granted to eligible service providers identified by the Company and agreed to by the Purchaser and in a form of award agreement, in each case, as mutually agreed between the Purchaser and the Company based upon benchmarking against peer public companies (taking into account employee hiring needs and the development stage nature of the Company) and in consultation with an independent outside compensation advisor, such employee for a reasonable time and purposeagreement by either Party not to be unreasonably withheld, conditioned or delayed. (db) BuyerNotwithstanding anything herein to the contrary, Generation each of the parties to this Agreement acknowledges and agrees that all provisions contained in this Section 6.14 are included for the sole benefit of Purchaser and the Subsidiaries of Generation Company, and that nothing in this Agreement, whether express or implied, (i) shall be responsible for all Liabilities and obligations under construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall limit the Worker Adjustment and Retraining Notification Act and similar foreignright of Purchaser, state and local rulesthe Company or their respective Affiliates to amend, statutes and ordinances resulting from the actions of Buyerterminate or otherwise modify any Company Benefit Plan or other employee benefit plan, Generation and the Subsidiaries of Generation after agreement or other arrangement following the Closing Date. Buyer agrees , or (iii) shall confer upon any Person who is not a Party to indemnify Seller and to defend and hold Seller harmless for this Agreement (including any breach of such responsibility and Buyer’s indemnification of Seller in this regard specifically includes equityholder, any Claim by any current or former director, manager, officer, employee or independent contractor of the Transferred Employees for back payCompany, front payor any participant in any Company Benefit Plan or other employee benefit plan, benefits agreement or compensatory other arrangement (or punitive damagesany dependent or beneficiary thereof)), any Claim by right to continued or resumed employment or recall, any Governmental Authority for penalties regarding right to compensation or benefits, or any issue of prior notification (third-party beneficiary or lack thereof) other right of any plant closing kind or mass layoff occurring after the Closing Date and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimsnature whatsoever. (e) Buyer and Seller shall cooperate as reasonably necessary to implement the provisions of this Section 5.6 and agree to provide each other with such records and information as may be necessary and appropriate to carry out their respective obligations under this Section 5.6.

Employee Matters. (a) Not less than thirty The Company Employees set forth on Section 7.6(a) of the Disclosure Schedule shall be terminated by the applicable Company prior to the Closing and shall not be deemed as “Continuing Employees” for purposes of this Section 7.6. (30b) As soon as practicable after the execution of this Agreement, Buyer shall provide Seller with a written list of those Affiliate Employees, if any, who Buyer would like to continue as employees (the “Business Employees”) of Buyer, the Companies or their Affiliates after the Closing. Within at least five Business Days following Buyer’s delivery of the list described in the preceding sentence, Seller shall provide, in writing, to Buyer the information described in clauses (i) through (v) of Section 4.16(a) with respect to each Business Employee (and without regard to the fact that each such Business Employee is not, as of such time, a Company Employee). Buyer, in its sole discretion, shall make offers of employment to any or all of the Business Employees within at least ten Business Days prior to the Closing DateClosing, Buyer may offer employment, commencing as of the Closing Date, to and each such individuals identified on Section 5.6(a) of the Seller Disclosure Letter (the “Schedule 5.6(a) Employees”) as it may determine in its discretion. Buyer Business Employee shall take all steps necessary to ensure that its hiring decisions and practices in this regard are in accordance with Applicable Law. Not fewer than twenty (20) have five Business Days prior from receipt of an offer from Buyer to accept the offer. Seller, the Companies and their Affiliates, shall not induce or otherwise attempt to influence any such Business Employee to resign or to not accept his or her offer of employment from Buyer. Prior to the Closing Date, Buyer shall notify Seller (i) the employment of the Schedule 5.6 (a) all Business Employees who have accepted Buyer’s offer of employment. After the date hereof and prior employment shall be transferred to the Closing DateCompanies, it being understood that such Business Employees will thereafter become Company Employees (and Continuing Employees) for purposes of this Section 7.6 and (ii) Buyer and Seller shall provide Buyer with access, during reasonable business hours and upon reasonable notice, will cooperate in good faith to identify the Schedule 5.6 (a) Employees, and Buyer agrees that it shall use its best efforts Company to conduct its hiring process, during reasonable business hours and upon reasonable notice, in a manner that causes minimum disruption to the operations of Seller. Each of the Schedule 5.6 (a) Employees who commences employment with Buyer effective as of (or who is on approved leave of absence on) the Closing Date, together with the continuing employees of the Material Subsidiaries, shall be referred to herein as “Transferred Employees,” and which each Schedule 5.6 (a) Employee who is not a Transferred such Business Employee shall be referred transferred pursuant to herein as a “Non-Hired Employee.” (b) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any Non-Hired Employee who has been terminated by, and received severance compensation from, Seller unless and until Buyer reimburses Seller for a reasonable portion of such severance compensationpreceding sentence. (c) Following the Closing for a period of one (1) year, none of Buyer, Generation or their Affiliates shall directly or indirectly solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise) any employee (i) of Seller or its Affiliates who is not a Schedule 5.6(a) Employee or (ii) of Energy or its Affiliates without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed absent significant business rationale for Seller to retain such employee for a reasonable time and purpose. (d) Buyer, Generation and the Subsidiaries of Generation shall will be responsible for discharging all Liabilities and obligations under the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101, et seq.) (“WARN Act”) and similar foreign, state applicable local laws for the notification of Company Employees of any “employment loss” within the meaning of the WARN Act and similar applicable local rules, statutes and ordinances resulting from the actions of Buyer, Generation and the Subsidiaries of Generation after law which occurs on or prior to the Closing Date. Buyer acknowledges that it has not informed Seller of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the WARN Act. Buyer agrees that it will not take, or omit to indemnify take, any action that causes the notice provisions of the WARN Act to be applicable to the transactions contemplated by this Agreement or to create any liability or penalty to Seller and to defend and hold Seller harmless or any of its Affiliates for any breach employment terminations under Applicable Law (including, without limitation, under the WARN Act or any Applicable Law prohibiting discrimination in employment); provided that Seller will provide Buyer at Closing with a list of employees who have been terminated or notified of their termination during the ninety-day period ending on the Closing Date. (d) Prior to the Closing Date, and notwithstanding any provision herein to the contrary, Seller shall take all such action as necessary to ensure the (i) removal of all current and former union employees of the Companies (the “Removed Employees”) as participants in the Profit Sharing Plan for Employees of Clearfield Energy, Inc., Ohio Oil Gathering Corporation, II and Eastern Shore Gas Company (the “Seller Profit Sharing Plan”), and (ii) creation of a separate Qualified Plan (the “Spin-Off Profit Sharing Plan”) and trust that will be substantially identical to the Seller Profit Sharing Plan and trust, such that, immediately prior to the Closing Date, the only participants in the Spin-Off Profit Sharing Plan shall include (as of such responsibility time) the Removed Employees, and in no event shall any Removed Employees remain as participants in the Seller Profit Sharing Plan as of such time. Buyer and Seller will cooperate in good faith to effect a transfer of assets from the Seller Profit Sharing Plan’s trust to the Spin-Off Profit Sharing Plan’s trust in compliance with Applicable Law. Upon the transfer of assets described in the preceding sentence, the obligations for all benefits owed by the Seller Profit Sharing Plan attributable to each of the Removed Employees as participants in that plan will be assumed by the Spin-Off Profit Sharing Plan and, as applicable, the Companies as participating employers therein. Any resolutions, plan amendments and/or restatements, notices or other documentation (“Official Plan Materials”) required to effect the conditions of this Section 7.6(d) shall be made in a manner reasonably acceptable to Buyer, it being understood that, within a reasonable time prior to finalizing such Official Plan Materials, and in any event, no later than five Business Days prior to the Closing Date, Seller shall deliver to Buyer drafts of any such Official Plan Materials for Buyer’s indemnification of Seller in this regard specifically includes any Claim by any of the Transferred Employees for back pay, front pay, benefits or compensatory or punitive damages, any Claim by any Governmental Authority for penalties regarding any issue of prior notification (or lack thereof) of any plant closing or mass layoff occurring after the Closing Date review and Seller’s costs, including reasonable attorney’s fees, in defending any such Claimscomment. (e) Prior to the Closing Date, and notwithstanding any provision herein to the contrary, Seller shall take all such action as necessary to ensure that, immediately prior to the Closing Date, (i) the Seller Profit Sharing Plan shall be terminated, (ii) the sponsor and plan administrator of the Seller Profit Sharing Plan are transferred or otherwise changed to Seller for any post-Closing termination activities, (iii) none of the Companies shall be participating employers in the Seller Profit Sharing Plan, and (iv) distribution of benefits for the remaining participants in the Seller Profit Sharing Plan shall be paid in accordance with such plan’s terms. Buyer shall permit the current employees of the Companies, other than the Removed Employees, that are employed by Buyer on and after the Closing Date to roll over their account balances and outstanding loan balances, if any, under the Seller Profit Sharing Plan into any “eligible retirement plan” maintained by Buyer within the meaning of Section 402(c)(8)(B) of the Code, subject to any restrictions on loan balance transfers under Buyer’s applicable “eligible retirement plan.” Any Official Plan Materials required to effect the conditions of this Section 7.6(e) shall be made in a manner reasonably acceptable to Buyer, it being understood that, within a reasonable time prior to finalizing such Official Plan Materials, and in any event, no later than five Business Days prior to the Closing Date, Seller shall deliver to Buyer drafts of any such Official Plan Materials for Buyer’s review and comment. (f) Prior to the Closing Date, and notwithstanding any provision herein to the contrary, Seller shall take all such action as necessary to ensure that the sponsor and plan administrator of the Pension Plan of Ohio Oil Gathering Corporation II and Retirement Plan of Pike Natural Gas Company (“Seller Pension Plan”) is transferred or otherwise changed to Seller, such that, upon the Closing, none of the Companies shall be participating employers in such Seller Pension Plan. Promptly after the execution date of this Agreement, Seller shall begin to take the steps necessary to terminate the Seller Pension Plan, including distribution of all required notices and the making of all filings required by Applicable Law. Seller shall use reasonable efforts to terminate the Seller Pension Plan as promptly as possible following the Closing. (g) Within fifteen Business Days after the execution of this Agreement, Seller shall provide notice to all current employees of the Companies of the termination of the post-retirement health and other post-retirement welfare benefits described in Section 4.16(e) of the Disclosure Schedule (“Seller Retiree Welfare Arrangements”). Prior to the Closing Date, and notwithstanding any provision herein to the contrary, Seller shall transfer the Seller Retiree Welfare Arrangements to a plan to be adopted by Seller, and shall retain all responsibility and liability under the Seller Retiree Welfare Arrangements for all eligible former employees and their dependents who are eligible as of the Closing Date to receive such benefits thereunder (each, a “SRWA Participant”), subject to the terms and conditions of such Seller Retiree Welfare Arrangements as they may from time to time be amended. Other than Excluded Liabilities or any other covenants or agreements of Seller expressly provided in this Agreement, Seller shall not have any responsibility and liability for post-retirement health and other post-retirement benefits for any Continuing Employee as of the Closing Date. (h) As of the Closing and subject to applicable state insurance laws, Title I, Subtitle B, Part 6 of ERISA and Section 4980B of the Code, (i) Buyer may continue to maintain, or cause the Companies to continue to maintain any Employee Benefit Plans sponsored by any of the Companies immediately prior to the Closing (“Continued Plans”) for the benefit of Company Employees who are employed by the Companies, Buyer or an Affiliate thereof, as applicable, after the Closing (the “Continuing Employees”), as well as the dependents of such employees (collectively, with the Continuing Employees, the “Affected Participants”), and (ii) with respect to any such Continued Plan, the Affected Participants shall be entitled to participate in such Continued Plan pursuant to its terms and conditions from and after the Closing until such time that Buyer or an Affiliate thereof, as applicable, suspends participation in or terminates such Continued Plan or the accrual of benefits thereunder (the “Transition Period”). Prior to the Closing Date, and notwithstanding any provision herein to the contrary, Seller shall take all such action as necessary to ensure that, immediately prior to the Closing Date, the only participants in the Continued Plans shall be the Affected Participants and only the Companies shall be participating employers in the Continued Plans. Seller or its Affiliates shall have no responsibility therefor and thereafter, for any claims of the Affected Participants under the Continued Plans provided, however, that the Seller or its Affiliates shall remain liable for any claims incurred prior to the Closing Date under the Continued Plans for any individual who is not an Affected Participant. Buyer shall have no responsibility for any claims incurred either prior to or on and after the Closing Date under the Continued Plans for any individual other than an Affected Participant. For the purposes of this Section 7.6(h), a claim will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred that entitles the employee to the benefit. Prior to the Closing Date, and notwithstanding any provision herein to the contrary, Seller and Buyer shall take all such action as necessary to ensure that (i) the Clearfield Energy, Inc. Group Health Plan and (ii) any other Employee Benefit Plans sponsored by any of the Companies as of the date hereof and designated by Seller and Buyer as a “TSA Plan” (clauses (i) and (ii) hereof being, the “TSA Plans”) shall be transferred to Seller as an Excluded Asset and maintained by Seller for the benefit of Affected Participants for a limited time following the Closing as agreed by Seller and Buyer (the “Applicable TSA Period”). The Transition Services Agreement shall provide, with respect to any TSA Plans, that Seller shall, at the request and expense of Buyer, acquire stop loss coverage for any such TSA Plan effective as of the Closing. Any Official Plan Materials required to effect the conditions of this Section 7.6(h) shall be made in a manner reasonably acceptable to Buyer, it being understood that, within a reasonable time prior to finalizing such Official Plan Materials, and in any event, no later than five Business Days prior to the Closing Date, Seller shall deliver to Buyer drafts of any such Official Plan Materials for Buyer’s review and comment. (i) Following the Closing or the Transition Period, as applicable, Buyer may elect to have the Affected Participants commence participation in the applicable employee benefit plans, programs or policies, if any, maintained by Buyer or any of its Affiliates (each, a “Buyer Plan”) on terms to be determined by Buyer and Seller shall cooperate as reasonably necessary its Affiliates subject to implement the eligibility requirements of each such Buyer Plan and the provisions of this Agreement, subject to applicable state insurance laws, Title I, Subtitle B, Part 6 of ERISA and Section 5.6 4980B of the Code. Any such participation in the Buyer Plans that are group health, life and agree disability plans as well as other employee welfare and fringe benefit plans and programs shall be on the same basis as Buyer’s new hires, except that Buyer will recognize service with Buyer, the Companies, Seller or their Affiliates to determine benefit eligibility. Buyer Plans will credit Affected Participants for all applicable payments made for health care expenses under Seller’s health care plans during the applicable plan year, policy year or calendar year for purposes of deductibles and maximum out-of-pocket limits in which the Affected Participants commence participation therein; provided that such Affected Participants shall provide Buyer with reasonable back-up data with respect to such co-payments, deductibles and offsets upon Buyer’s request. Seller shall be solely responsible for offering and providing any COBRA continuation coverage required under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law (“COBRA”), with respect to any Company Employee or Affiliate Employee who experiences a qualifying event prior to the Closing, and for any Company Employee or Affiliate Employee who does not become a Continuing Employee who experiences a qualifying event on or after the Closing. Notwithstanding the foregoing, Buyer shall be solely responsible for offering and providing any COBRA continuation coverage required with respect to any Continuing Employee who experiences a qualifying event on or after the Closing. “Qualifying event” and “continuation coverage” are as defined in Section 4980B of the Code and the regulations promulgated thereunder. It is also understood that, except as otherwise provided herein, Buyer reserves the right to change, modify, discontinue or terminate any or all of its own welfare benefit plans (including the Continued Plans) at the discretion of Buyer at any time following the Closing Date. (j) Subject to Applicable Law, (i) the Companies (or Seller, as applicable) shall determine the monetary value of any vacation time that is accrued and unused by each other Continuing Employee immediately prior to the Closing Date and (ii) the unpaid portion of the annual bonus, if any, that was earned by each such Continuing Employee as set forth in Section 7.6(j) of the Disclosure Schedule for the annual bonus measurement period ending on or prior to the Closing Date (collectively, “Accrued Entitlements”) and shall pay such Accrued Entitlements (less any withholding tax) in cash or a cash equivalent to each such Continuing Employee immediately prior the Closing. Buyer shall provide Continuing Employees with paid vacation benefits on the same basis as Buyer’s new hires, except that Buyer will recognize service with Buyer, the Companies, Seller or their Affiliates to determine benefit levels under its applicable policies and practices. For the avoidance of doubt, for Continuing Employees represented by a union, Buyer will provide vacation benefits, including vacation pay, in accordance with the provisions of the applicable collective bargaining agreement. (k) Except as otherwise provided in this Agreement, to the extent that any Affected Participant becomes eligible to participate in any Buyer Plan, then for all purposes (including determining eligibility to participate and vesting), service recognized by the Companies, Seller and its Affiliates shall be treated as service under such records and information as may Buyer Plan; provided, however, that such service shall not be necessary and appropriate recognized for benefit accrual purposes under any Buyer Plan which is a qualified defined benefit pension plan, or to carry out their respective obligations under this Section 5.6.the extent that such recognition would result in any duplication of benefits. To the extent that Buyer maintains or establishes a tax-qualified defined c