Common use of Employees and Benefit Plans Clause in Contracts

Employees and Benefit Plans. (a) Transferor shall, effective as of March 1, 2016 (the “Effective Date”), terminate all of the Subject Employees, and Transferee shall offer, effective as of the Effective Date, employment to all of the Subject Employees at substantially the same compensation, and with substantially comparable benefits, as they received from Transferor immediately prior to the Effective Date. Effective as of the Effective Date, the Subject Employees shall cease to be employed by Transferor, and Subject Employees who have accepted Transferee’s offer of employment shall become employees of Transferee (such Subject Employees, the “Transferred Employees”). Transferee shall make commercially reasonable efforts to ensure that the Transferred Employees receive credit for all of their service with Transferor under all welfare and benefit plans for purposes of eligibility and vesting and benefit entitlement (but not for purposes of accrual of benefits under a defined benefit pension plan). Transferee shall also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to participation and coverage for such Transferred Employees (and their dependents) under a group welfare or health benefit plan and Transferred Employees shall receive credit for any deductibles, co-payments and out of pocket expenses that they have incurred. Transferee and Transferor shall each make commercially reasonable efforts to ensure that any restricted stock or stock options or similar equity awards are transferred without acceleration or forfeiture and continue to vest and to be exercisable in accordance with their terms, and shall otherwise cooperate to ensure that, no severance payments are assumed, triggered, accelerated or forfeited by virtue of the transactions contemplated in this Agreement. Effective as of the Effective Date, Transferor shall release, or cause to be released, Subject Employees from the provisions of any restrictive covenants and/or agreements with Transferor so as to enable Transferee to offer employment to such Subject Employees. Transferee will not have any responsibility, liability or obligation, to the Subject Employees or to any other Person with respect to any Employee Benefit Plan. All Subject Employees who serve as officers of the Transferor or its subsidiaries as of the Effective Date shall continue to serve as officers of such entities following the Effective Date.

Employees and Benefit Plans. At the Closing, all Persons then employed by ATEC shall remain employees of ATEC or become employees of Purchaser and there will be no loss of employment imposed by Purchaser in connection with the transactions contemplated hereby (a) Transferor shall, effective each referred to as of March 1, 2016 (a "Continuing Employee"). From the “Effective Date”), terminate all date of the Subject EmployeesClosing and continuing through December 31, and Transferee 2003, Continuing Employees shall offer, effective as of the Effective Date, employment be eligible to all of the Subject Employees at substantially the same compensation, and with substantially comparable benefits, as they received from Transferor immediately prior participate under Seller's welfare benefit plans to the Effective Dateextent such coverage can be provided under the health care continuation coverage requirements of Code Section 4980B. Purchaser shall pay Seller, at Closing, $17,604.06 as the estimated premium for such coverage, which amount shall be adjusted following Closing as provided for in Section 4.8. Effective as of Closing, Continuing Employees will be offered the Effective Date, right to convert their coverage under certain of Seller's welfare plans to an individual policy to the Subject Employees shall cease to be employed by Transferor, and Subject Employees who have accepted Transferee’s offer of employment shall become employees of Transferee (extent such Subject Employees, conversion privilege is available under the “Transferred Employees”). Transferee shall make commercially reasonable efforts to ensure that the Transferred Employees receive credit for all of their service with Transferor under all welfare and benefit plans for purposes of eligibility and vesting and benefit entitlement (but not for purposes of accrual of benefits under a defined benefit pension plan). Transferee shall also use commercially reasonable efforts to ensure that no pre existing condition, limitation applicable plan or exclusion shall apply to participation and coverage for such Transferred Employees (and their dependents) under a group welfare or health benefit plan and Transferred Employees shall receive credit for any deductibles, co-payments and out of pocket expenses that they have incurred. Transferee and Transferor shall each make commercially reasonable efforts to ensure that any restricted stock or stock options or similar equity awards are transferred without acceleration or forfeiture and continue to vest and to be exercisable in accordance with their terms, and shall otherwise cooperate to ensure that, no severance payments are assumed, triggered, accelerated or forfeited by virtue of the transactions contemplated in this Agreementprogram. Effective as of the Effective DateClosing, Transferor shall release, or cause to Continuing Employees will be released, Subject Employees from the provisions covered under Purchaser's short-term disability program maintained for similarly situated employees of any restrictive covenants and/or agreements with Transferor so as to enable Transferee to offer employment to such Subject Employees. Transferee will not have any responsibility, liability or obligationPurchaser and its Affiliates, to the Subject same extent as similarly situated employees of Purchaser, in accordance with the respective terms of such program. Effective January 1, 2004, Purchaser will permit Continuing Employees who are, at such time, employed by Purchaser or an Affiliate of Purchaser, including ATEC, to participate in the employee benefit plans and programs maintained for similarly situated employees of Purchaser and its Affiliates, to the same extent as similarly situated employees of Purchaser, in accordance with the respective terms of such plans and programs. Purchaser shall give each Continuing Employee credit for his or her prior service with ATEC and Seller for purposes of determining his or her eligibility for, and vesting of benefits under, all qualified defined contribution plans, or similar benefit plans maintained by Purchaser, provided that, notwithstanding any other provision of this Agreement, no Continuing Employee shall be eligible to participate in the Wilson Sporting Goods Co. Retirement Income Plan or the Wilson Xxxxxing Goods Co. Hourly Pension Plan, which are defined xxxxxxt pension plans that are not available to new hires of Purchaser or any of is Affiliates. Effective January 1, 2004, Continuing Employees shall participate in Purchaser's group health plan and other welfare benefit plans, without any waiting period, exclusion, or limitation for preexisting conditions. On or after January 1, 2004, Continuing Employees who are eligible to participate in Wilson Sporting Goods Co. 401(k) Savings Plan or Wilson Sporting Xxxxx Co. 401(k) Savings Plan for Non-Union Xxxrly Employees. (each, a "Purchaser's 401(k) Plan") shall be permitted to roll over their entire account balances from the Seller's 401(k) plan to Purchaser's 401(k) Plan, as applicable. If, within twelve (12) months after Closing, Purchaser or any of its successors or assigns, transfers all or substantially all of its properties and assets to any Person or Persons (other Person with respect to than Purchaser or an Affiliate of Purchaser), proper provision shall be made so that the transferee assumes (and if more than one, the transferees assume, jointly and severally) the obligations set forth in this Section 5.2. The provisions of this Section 5.2 are solely for the purpose of setting forth the understanding between Purchaser and Seller and shall not create or modify any Employee Benefit Planemployee benefit plan of Purchaser or any of its affiliates, and shall not be construed as creating any employment contract or third party beneficiary right between Purchaser or Seller on one hand, and any Continuing Employee, on the other hand. All Subject Employees who serve as officers Purchaser and its Affiliates may amend or terminate any of the Transferor their benefit plans or its subsidiaries as of the Effective Date shall continue to serve as officers of such entities following the Effective Datearrangements at any time in their sole discretion.

Employees and Benefit Plans. (a) Transferor shall, effective as of March 1, 2016 (the “Effective Date”), terminate all of the Subject Employees, and Transferee shall offer, effective as of the Effective Date, employment to all of the Subject Employees at substantially the same compensation, and with substantially comparable benefits, as they received from Transferor immediately prior to the Effective DateClosing, each Seller shall terminate the employment of each of its then current employees and shall cause each Subsidiary to terminate the employment of each of such Subsidiary’s then current employees. Effective as of the Effective DateClosing, Purchaser or a subsidiary of Purchaser shall offer employment to each of such employees (the Subject Employees shall cease to be employed by Transferor“Continuing Employees”) identified on Schedule 4.09 attached hereto at the respective rates of salary, and Subject Employees who have accepted Transfereewith the benefits and incentive compensation arrangements (including stock options, if any, bonuses and participation in Purchaser’s offer other benefit plans), set forth on Schedule 4.09 attached hereto. Purchaser shall be under no obligation to hire any present employee of employment shall become any Seller except pursuant to such offers of employment. Except as provided in paragraph (b) below, any obligations to or benefits for employees or former employees of Transferee any Seller shall be the sole responsibility of the Sellers. Except as provided in paragraph (such Subject Employeesb) below, Purchaser shall have no obligations whatsoever for the “Transferred Employees”). Transferee continuation of any bonus, compensation, welfare or pension benefit programs for any present or former employee of any Seller, and Purchaser shall make commercially reasonable efforts have no Liability, and it does not accept any Liability, with respect to ensure any present or former employee of any Seller; provided, however, that notwithstanding the Transferred Employees receive credit for all of their foregoing, Purchaser shall recognize each Continuing Employee’s service with Transferor under all welfare and benefit plans the Sellers or any Subsidiary for purposes of eligibility to participate and vesting credit under each of Purchaser’s or any subsidiary’s Benefit Plans or any of Sellers’ Benefit Plans assumed by Purchaser and benefit entitlement (but not for purposes of accrual of benefits under a defined benefit pension plan). Transferee shall also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to participation and coverage for such Transferred Employees (and their dependents) under a group welfare or health benefit plan and Transferred Employees shall receive credit for any deductibles, co-payments and out of pocket expenses that they have incurred. Transferee and Transferor shall each make commercially reasonable efforts to ensure that any restricted stock or stock options or similar equity awards are transferred without acceleration or forfeiture and continue to vest and to be exercisable in accordance with their terms, and shall otherwise cooperate to ensure that, no severance payments are assumed, triggered, accelerated or forfeited by virtue of the transactions contemplated in this Agreement. Effective as of the Effective Date, Transferor shall release, or cause to be released, Subject Employees from the provisions of any restrictive covenants and/or agreements with Transferor so as to enable Transferee to offer employment to such Subject Employees. Transferee will not have any responsibility, liability or obligation, to the Subject Employees or to any other Person with respect to vacation and severance benefits. Purchaser hereby agrees that the beneficiary named in the term life insurance policy maintained by any Employee Benefit Plan. All Subject Employees who serve as officers of Seller for each Management Shareholder may be changed to a Person to be designated by the Transferor or its subsidiaries as of the Effective Date shall continue to serve as officers of such entities respective Management Shareholder following the Effective DateClosing. Any Employee identified on Schedule 4.09 who is not offered employment by Purchaser pursuant to this Section 4.09(a) shall receive an amount from the Seller employing such Employee (which shall be reimbursed to such Seller by Purchaser) equal to two (2) times the weekly gross salary payable to such Employee by such Seller immediately prior to the Closing.

Employees and Benefit Plans. (a) Transferor At least five days prior to the Closing Date, (i) Purchaser shall provide Seller a written list of the Subject Employees that Purchaser intends to offer employment from and after the Closing Date (the “Available Employees”), (ii) Seller shall, effective as of March 1, 2016 (the “Effective Closing Date”), terminate all of the Subject Available Employees, and Transferee (iii) subject to Section 5.7(d), Purchaser shall offer, effective as of the Effective Closing Date, employment to all of the Subject Available Employees at substantially the same compensation, and with substantially comparable benefits, compensation as they received from Transferor immediately Seller prior to the Effective DateClosing, and pursuant to a new and separate employee leasing agreement by and between Purchaser and Century II. Effective as of the Effective DateClosing, the Subject Available Employees shall cease to be employed by TransferorSeller, and Subject Available Employees who have accepted TransfereePurchaser’s offer of employment shall become leased employees of Transferee Purchaser (such Subject Available Employees, the “Transferred Employees”). Transferee Purchaser shall make commercially reasonable efforts to ensure that the Transferred Employees receive credit for all of their service with Transferor Seller and Parent under all welfare and benefit plans for purposes of eligibility and vesting and benefit entitlement (but not for purposes of accrual of benefits under a defined benefit pension plan). Transferee Purchaser shall also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to participation and coverage for such Transferred Employees (and their dependents) under a group welfare or health benefit plan and Transferred Employees shall receive credit for any deductibles, co-payments and out of pocket expenses that they have incurred. Transferee and Transferor shall each make commercially reasonable efforts to ensure that any restricted stock or stock options or similar equity awards are transferred without acceleration or forfeiture and continue to vest and to be exercisable in accordance with their terms, and shall otherwise cooperate to ensure that, no severance payments are assumed, triggered, accelerated or forfeited by virtue of the transactions contemplated in this Agreementplan. Effective as of the Effective DateClosing Date and subject to Section 5.12 (to the extent applicable), Transferor Seller shall release, or cause to be released, Subject Available Employees from the provisions of any restrictive covenants and/or agreements with Transferor Seller so as to enable Transferee Purchaser to offer employment to such Subject Available Employees. Transferee Purchaser will not have any responsibility, liability or obligation, to the Subject Employees or to any other Person with respect to any Employee Benefit Plan. All Subject Employees who serve as officers of the Transferor or its subsidiaries as of the Effective Date shall continue to serve as officers of such entities following the Effective Date.

Employees and Benefit Plans. (a) Transferor shallSubject to the Closing, effective as of March 1, 2016 (the “Effective Date”), terminate all of the Subject Employees, and Transferee shall offer, Purchaser agrees to offer employment effective as of the Effective Date, employment Closing Date on terms substantially similar in the aggregate to all of the Subject Employees at substantially the same compensation, and with substantially comparable benefits, as they received from Transferor immediately prior to the Effective Date. Effective those existing as of the Effective Date, the Subject Employees shall cease Closing Date to be employed by Transferor, and Subject Employees who have accepted Transferee’s offer of employment shall become those employees of Transferee whose names are set forth on Schedule 5.3 (such Subject Employees, the “Transferred Designated Employees”), including group health plans which do not exclude or limit the coverage of such Designated Employees on account of waiting periods or pre-existing conditions, and which have in all material respects substantially similar coverage and benefits. Transferee Purchaser shall make commercially reasonable efforts also be responsible for perpetuating the group health plan continuation coverages pursuant to ensure that Section 4980B of the Transferred Employees receive credit Code and Sections 601 through 609 of ERISA for all of their service with Transferor under all welfare and benefit plans for purposes of eligibility and vesting and benefit entitlement (but not for purposes of accrual of benefits under a defined benefit pension plan). Transferee shall also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to participation and coverage for such Transferred Designated Employees (and their dependents) eligible dependants and shall cover such Designated Employees under a Purchaser’s own group welfare or health benefit plan to accommodate this requirement. Purchaser shall indemnify and Transferred Employees shall receive credit hold the Company harmless for any deductibles, co-payments and out of pocket expenses that they have incurred. Transferee and Transferor shall each make commercially reasonable efforts to ensure that liability the Company incurs at any restricted stock or stock options or similar equity awards are transferred without acceleration or forfeiture and continue to vest and to be exercisable in accordance with their terms, and shall otherwise cooperate to ensure that, no severance payments are assumed, triggered, accelerated or forfeited by virtue of time after the transactions contemplated in this Agreement. Effective as of the Effective Date, Transferor shall release, or cause to be released, Subject Employees from Closing under the provisions of any restrictive covenants and/or agreements with Transferor so as to enable Transferee to offer employment to such Subject Employees. Transferee will not have any responsibility, liability Section 4980B of the Code or obligation, to the Subject Employees or to any other Person Sections 601 through 609 of ERISA with respect to any Employee Benefit Plan. All Subject Employees individual who serve as officers was an employee of the Transferor Company relating to the Business prior to the Closing, or its subsidiaries as a dependent or spouse of any such employee, and who had or has a “qualifying event” (within the meaning of Section 4980B(f)(3) of the Effective Date Code) before, on or after the Closing. In extending such offers, Purchaser shall continue recognize, to serve the extent consistent with the preceding sentence, the prior service rendered to the Company by the respective Designated Employees for the purposes of eligibility to participate, vesting and entitlement to benefit, but not for the purpose of benefit accrual (except with respect to any severance or vacation plan or arrangement established by the Purchaser), under any ERISA benefit plans of Purchaser. Nothing in this Agreement, however, will obligate Purchaser to provide for any severance arrangement or plan, post-employment welfare benefits, or any other plan, arrangement or program providing benefits beyond an employee’s active service with Purchaser except as officers of such entities following the Effective Datemay be required by law or as set forth in this Section 5.3(a) and 5.3(c) below.