Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Effective upon Closing but as of 11:59 p.m., Chicago time, on the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (provided, that Buyer may elect not to offer employment to the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for the payment of any severance pay to any Transferred Employees, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees prior to the Closing Date. Buyer acknowledges that it has not informed FFMC of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the Warn Act.

Employees and Employee Benefit Plans. (ai) Effective upon Closing but as The Disclosure Letter sets forth a full and complete list of 11:59 p.m.all directors, Chicago timeofficers, on employees, and consultants of the day immediately preceding the Closing Date, the employment by FFMC Seller and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Huntington Business (collectively, "Regular Service Providers") as of October 31, 1998, which schedule includes the names, job title, and the total amount of base salary, whether fixed or commission or a combination thereof, and bonus for each Regular Service Provider. The Disclosure Letter sets forth a full and complete list of those individuals the Seller has assigned to its customers (the "Transferred EmployeesTemporary Service Providers") shall terminate as of October 31, 1998, which schedule includes such Temporary Service Providers' names, job title, hourly or daily compensation, and hourly or daily xxxx rate, the name of client/customer where such employees shall cease Temporary Service Provider is working, and to participate in the best of the Members' and the Seller's knowledge, the date assignment is expected to terminate. The Regular Service Providers and the Temporary Service Providers are sometimes collectively referred to herein as the "Service Providers." None of the Service Providers is subject to any employee benefit plans maintained by contracts, written or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (providedunwritten, that Buyer may elect specify a particular employment or service term, or limit the Seller's right to terminate the employment or service relationship of such Service Provider with the Seller. The Seller does not have any contractual obligation (1) to offer employment provide any particular form or period of notice prior to the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for the payment termination, or (2) to pay any of such Service Providers any severance pay to any Transferred Employees, except as provided benefits in the following two sentences. Sellers shall be responsible for the payment connection with their termination of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance planservice. In addition, Sellers shall reimburse Buyer for up to $300,000 of no severance pay which becomes payable will become due to Transferred Employees within six months after any Service Providers in connection with the Closing Datetransactions contemplated by this Agreement, as a result of any Seller agreement, plan, or program. If Buyer does not offer employment to Neither the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes execution and delivery of this Section 8.3. Buyer shall assume responsibility and liability for any penalties Agreement by the Seller nor the consummation of the transactions contemplated by this Agreement will result in the acceleration or liabilities arising under the Warn Act with respect to the termination creation of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination rights of any Transferred Employees prior Service Provider to benefits under any employee plan (including, without limitation, the Closing Date. Buyer acknowledges that it has not informed FFMC acceleration of the vesting or exercisability of any planned stock options or the acceleration of the vesting of any restricted stock). Following the consummation of the transactions contemplated decisions by this Agreement, the Purchaser will not have any obligations towards any Service Provider, nor any former director, officer, employee, or actions consultant of the Huntington Business, or of the Seller, other than pursuant to agreements directly entered into by Buyer Purchaser with such persons. Neither the Seller nor the Members is aware that would require any Employee, or that any group of Employees, intends to terminate their employment with the service Seller, nor does it have a present intention to terminate the employment of notice under any of the Warn Actforegoing.

Employees and Employee Benefit Plans. (a) Full time employees of Seller and Preferred who remain employed after the Effective upon Closing but as of 11:59 p.m., Chicago time, on the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease Time will be eligible to participate in any employee all welfare and benefit plans maintained by or that are generally available to full-time employees of Alliance on a uniform and non-discriminatory basis with credit for years of service with Seller and Preferred for the benefit purpose of FFMC or eligibility and vesting (but not for the purpose of accrual of benefits under any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (provided, that Buyer may elect not to offer employment to the persons listed on Schedule 8.3(A)Defined Benefit Plan). Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Plan) and eligibility waiting periods under its group health plans to be solely responsible for waived with respect to such participants and their eligible dependents. (b) Buyer agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements and all vested rights under the Seller Employee Plans. Buyer agrees to expressly assume every such agreement which by its terms requires express assumption by a successor to Seller. Such express assumption shall occur by virtue of Buyer's execution of this Agreement without any further action required by Buyer upon the completion of the Merger, and 31 Next Page subject to the proviso that the aggregate cash severance payments to be made to X.X. Xxxx and Xxxxxxxx X. Xxxxxx at the Effective Time, in a single lump sum payment, under their December 18, 1996 Employment Agreements shall not exceed $675,000. (c) In the sole discretion of Buyer, payments made by it in full and complete satisfaction of obligations of Seller and/or Preferred under any Seller Employee Plan or under any agreement referred to in Section 5.11(b) shall be subject to the recipient's delivery to Buyer of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of any severance pay to any Transferred Employeesall liabilities and obligations thereunder of Seller, except Buyer, and each of their respective affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Seller Employee Plan or agreement, as provided in applicable. (d) As of the following two sentences. Sellers Effective Time, the Seller ESOP shall be responsible for the payment of any severance pay terminated in accordance with its terms. Prior to the persons listed on Schedule 8.3(A) if Effective Time, the Seller shall be permitted to make such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment changes to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes Seller ESOP as it deems appropriate to carry out the provisions of this Section 8.3. Buyer subsection and shall assume responsibility and liability file a request for any penalties or liabilities arising under determination with the Warn Act IRS with respect to the termination of any Transferred Employees on or after the Closing DateSeller ESOP. FFMC shall assume responsibility and liability for any penalties or liabilities arising under Any cash received by the Warn Act Seller ESOP trustee in connection with the Cash-Out Merger with respect to the termination unallocated shares of any Transferred Employees prior Seller Common Stock shall be first applied by the Seller ESOP trustee to the Closing Datefull repayment of the Seller ESOP loan. The balance of the cash (if any) received by the Seller ESOP trustee in connection with the Cash-Out Merger with respect to the unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants in the Seller ESOP who have accounts remaining under the Seller ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as they exist as of the Effective Time as earnings, unless otherwise required to be allocated as annual additions subject to the limitations of Section 415 of the Code. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to termination, the assets of the Seller ESOP shall be distributed to participants and beneficiaries or transferred to an eligible individual retirement account as a participant or beneficiary may direct. Prior to the Effective Time, Seller shall be entitled to make prepayments on the Seller ESOP loan to the extent such prepayments (i) are fully deductible for tax purposes as contributions to the ESOP, (ii) do not adversely affect the qualified status of the Seller ESOP, and (iii) reflect a contribution level consistent with past practice calculated on a pro rata basis for the partial plan year period (which contribution shall only apply to the taxable cash compensation of employee/participants excluding any severance payments arising from any of the transactions contemplated by this Agreement). (e) As a material inducement for X.X. Xxxx and Xxxxxxxx X. Xxxxxx entering into the Non-Competition Agreements referred to in Section 6.1(e) and agreeing to be bound by the terms and provisions thereof for the period of time therein stated, Buyer acknowledges agrees that it has not informed FFMC of shall cause Preferred to provide and pay for group health insurance benefits for X.X. Xxxx and Xxxxxxxx X. Xxxxxx and their respective family members from the Effective Time through November 24, 2004, which health benefits shall be no less favorable than those Previously Disclosed by Buyer. 32 Next Page 5.12 Litigation Matters Seller will consult with Buyer about any planned proposed settlement, or contemplated decisions any disposition of, any litigation affecting Seller or actions by Buyer that would require the service of notice under the Warn Act.Preferred. 5.13

Employees and Employee Benefit Plans. (a) Effective upon Closing but as of 11:59 p.m., Chicago time, on the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on commence as of the Closing Date to all of the employees of the Business (provided, including employees on leave of absence who are listed in Section 8.4 of the Disclosure Schedule) ("Employees") other than those Employees that Buyer may elect not Seller or any of its Affiliates decide to offer employment to retain in their employ (the persons "Retained Employees") (a list of such Retained Employees is attached hereto in Section 8.4 of the Disclosure Schedule) and other than those Employees listed on Schedule 8.3(A)8.4(a) (such Employees who are not Retained Employees and who are not listed on Schedule 8.4(a) being "Available Employees"). Such offers of employment shall be for salary, wages, bonuses, benefits and other terms and conditions of employment no less favorable than those received by similarly situated employees of Buyer. Those Employees who accept Buyer's offer of employment and commence working with Buyer shall hereafter be solely responsible referred to as "Transferred Employees." For periods prior to Closing, with respect to Employees, Seller shall retain the sole responsibility for all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other fringe benefits and the conduct of all other matters relating to labor relations. Seller shall retain responsibility for any severance pay to any Transferred Employees, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons Retained Employees and Employees who are listed on Schedule 8.3(A8.4(a) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long that may be triggered as Buyer does not increase the amount a result of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees employment (including all severance liabilities incurred on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees prior to the Closing Date. ) and Buyer acknowledges shall be responsible for any severance for Available Employees that it has not informed FFMC may be triggered as a result of any planned termination of employment (which such severance benefits are limited to the Available Employees set forth on Attachment 5.13(b)(i) of the Disclosure Schedule). Seller shall retain liability for compliance with all applicable labor and employment laws relating to the Employees in connection with their employment by Seller or contemplated decisions or actions by Buyer that would require the service any of notice under the Warn Actits Affiliates.

Employees and Employee Benefit Plans. (a) Effective upon Closing but as of 11:59 p.m., Chicago time, on During the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, beginning on the Closing Date (providedand ending on September 30, that Buyer may elect not to offer employment to the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for the payment of any severance pay to any Transferred Employees, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition2000, Sellers shall reimburse make available the services of its employees who are employed in the Divisions to Buyer for up or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to $300,000 of severance pay all Leased Employees compensation and benefits equal to that which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees they were receiving immediately prior to the Closing DateDate (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Buyer or any of its affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are not authorized by Buyer. Buyer acknowledges that shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any equity-based compensation plans (excluding the fees of third party administrators under any employee benefit plan maintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Notwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent it has not informed FFMC is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(B), Sellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any planned fees for the leased employee services provided hereunder, reduced by any fees or contemplated decisions expenses heretofore paid by Buyer. Such invoice or actions statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that would require if the service results of notice under any such audit show excess charges for fees of more than $5,000 in the Warn Actaggregate, then the cost of such audit shall be borne by Sellers and Sellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees.

Employees and Employee Benefit Plans. (a) Effective upon Closing but as of 11:59 p.m., Chicago time, on During the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, beginning on the Closing Date (providedand ending on September 30, that Buyer may elect not to offer employment to the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for the payment of any severance pay to any Transferred Employees, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition2000, Sellers shall reimburse make available the services of its employees who are employed in the Divisions to Buyer for up or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to $300,000 of severance pay all Leased Employees compensation and benefits equal to that which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees they were receiving immediately prior to the Closing DateDate (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Buyer or any of its affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are not authorized by Buyer. Buyer acknowledges that shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any equity-based compensation plans (excluding the fees of third party administrators under any employee benefit plan maintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Notwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent it has not informed FFMC is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(b), Sellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any planned fees for the leased employee services provided hereunder, reduced by any fees or contemplated decisions expenses heretofore paid by Buyer. Such invoice or actions statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that would require if the service results of notice under any such audit show excess charges for fees of more than $5,000 in the Warn Actaggregate, then the cost of such audit shall be borne by Sellers and Sellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees.

Employees and Employee Benefit Plans. (a) Effective upon Closing but as Parent, Seller and the Shareholders shall use their reasonable best efforts to have all of 11:59 p.m., Chicago time, the employees of Seller become employees of Buyer on the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (provided, that Buyer may elect not to offer employment to (i) the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for Shareholders at the payment level of any severance pay to any Transferred Employees"Principal," (ii) Seller's other field staff (i.e., except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(Aconsultants and interim managers), such persons shall not be considered Transferred Employees for purposes including employees and selected contractors of this Section 8.3. Seller, with titles consistent with their responsibilities compared to other comparable employees of Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act (iii) Seller's office staff, with respect titles comparable to the termination of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act their titles with respect to the termination of any Transferred Employees Seller prior to the Closing Date, reflecting, base salaries comparable to that provided by Seller prior to the Closing Date and participation in Buyer's incentive plans. Assuming comparable performance levels by the employees of Seller, participation in Buyer's incentive plans for the period from the Closing Date until December 31, 2002 and for the calendar year ending on December 31, 2003 (the "Post Closing Bonus Periods") is expected to result in bonus amounts (prorated for the period from the Closing Date until December 31, 2002) for the previous employees of Seller (viewed in the aggregate) that are substantially similar to the bonus amounts received by the employees of Seller (viewed in the aggregate) for the year ended December 31, 2001, as set forth on Schedule 7.4. The amount of such bonus amounts paid to any employee of the Practice will be determined by the Managing Director of the Practice with the approval of the Executive Managing Director responsible for the Practice. With respect to revenues and other factors accounted for from time to time in Buyer's incentive plans for the Post-Closing Bonus Periods, the aggregate determination under such plans will treat the Practice as a separate business unit. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer, employees of Seller who become employees of Buyer acknowledges that it has not informed FFMC and actually perform services for Buyer on the Closing Date or within twelve (12) weeks immediately thereafter (the "Transferring Employees") shall receive service credit for service with Buyer to the same extent such credit was granted under the Seller's comparable employee benefit plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of the Buyer to continue the employment of any planned employee for any definite period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or contemplated decisions terminating any of its employee benefit plans, or actions by Buyer that would require the service participation of notice under the Warn Actany of its employees in such plans, at any time.

Employees and Employee Benefit Plans. (a) Effective upon Closing but Buyer shall offer employment to commence as of 11:59 p.m.the Closing Date to the Employees listed on Section 8.4(a) of the Disclosure Schedule, Chicago time, as amended by Buyer from time to time in its reasonable discretion. Sellers shall use all reasonable efforts as reasonably requested by Buyer to assist Buyer in its efforts to hire the employees receiving offers under this Section 8.4(a). In the case of any offeree who is in inactive status or otherwise absent from employment on the day immediately preceding the Closing Date, Buyer may, to the employment extent permitted by FFMC law, condition such offer upon the offeree's reporting to work within twelve weeks after the Closing Date, or if absent by reason of short-term disability, injury or illness, within the period prescribed by the applicable Seller's short-term disability plan and with acceptable medical release for regular work or work with reasonable accommodation, or if absent on statutory leave such as maternity or parental leave within the employment period prescribed by any Subsidiary the applicable statute for such leave. Following acceptance of employees offers made by Buyer pursuant to this Section 8.4(a), Buyer shall provide written notice thereof to Sellers and Sellers shall transfer to Buyer, to the extent permitted by law, all files and Employee records of Employees accepting such offers (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") ). The employment of each Transferred Employee with Buyer shall be considered effective and his or her employment by Sellers shall terminate and such employees shall cease transfer to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (providedDate. For periods prior to Closing, that Buyer may elect not with respect to offer employment Employees, Sellers shall retain the sole responsibility for and control over all matters relating to the persons listed on Schedule 8.3(A))maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other employee and fringe benefits, hiring and firing and the conduct of all other matters relating to labor relations. Buyer Sellers shall be solely responsible for the payment all liabilities and obligations relating to or arising from any right of any severance pay Employee to any Transferred Employees, except as provided in receive compensation for or because of the following two sentencestermination of his or her employment with Sellers or their Affiliates. Sellers Buyer shall be responsible for all liabilities and obligations to the payment Transferred Employees relating to or arising from any right of any severance pay such employee to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer receive compensation for or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount because of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees on his or after the Closing Dateher employment with Buyer. FFMC Sellers shall assume responsibility and retain liability for any penalties or liabilities arising under the Warn Act compliance with respect all applicable labor and employment laws relating to the termination Employees in connection with their employment by Sellers or any of any Transferred Employees prior to the Closing Date. Buyer acknowledges that it has not informed FFMC of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the Warn Acttheir Affiliates.

Employees and Employee Benefit Plans. (a) Effective upon Closing but as For a period of 11:59 p.m., Chicago time, on the day immediately preceding not less than one year following the Closing Date, the employment by FFMC Surviving Corporation shall provide all individuals who are employees of the Company and the employment by any Subsidiary Subsidiaries (including employees who are not actively at work on account of employees (other than Xxxxxxx Xxxxxx who shall remain an employee illness, disability or leave of Sellersabsence) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (providedtaken as a whole, that Buyer may elect not to offer employment the “Affected Employees”), with base salary and employee benefits which generally are substantially comparable in the aggregate to the persons listed on Schedule 8.3(A)base salary and employee benefits provided generally to such Affected Employees immediately prior to the Closing (excluding equity-based plans). Buyer For fiscal year 2006, the Surviving Corporation shall pay to Affected Employees their bonuses, if any, in accordance with the Company’s 2006 Bonus Plan, with such bonuses, if any, to be paid by the Surviving Corporation in accordance with the terms of such plan. All transaction costs (i.e. attorneys’ fees, investment bank fees and other professional fees) directly associated with the Merger and the effect of SFAS 123R will be excluded from the calculation of the corporate performance goals used to determine bonus amounts under the 2006 Bonus Plan. Nothing contained in this Section 5.11 shall be solely responsible for the payment of deemed to grant any severance pay Affected Employee (i) any right to any Transferred Employees, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered continued employment by Buyer or are terminated by Buyer within six months after the Closing Date so long or (ii) any right to any specific type or amount of, or eligibility for, incentive compensation, which shall be provided under Parent plans in which similarly situated employees of Parent participate (other than as Buyer does not increase set forth in this Section 5.11(a) with respect to the amount Company’s 2006 Bonus Plan). The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of such severance payments in excess Affected Employees as of the amounts payable Closing Date. For the avoidance of doubt, Parent hereby expressly assumes and agrees to perform the Company’s obligations under Sellers' severance planthe change in control agreements (as amended, to the extent applicable) and retention plans listed in Section 3.11(a) of the Company Disclosure Schedule in the same manner and to the same extent that the Company would be required to perform such obligations if the Merger had not taken place. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to any annual performance incentive plan maintained by Parent for the termination of fiscal year ending September 30, 2007, if Parent establishes under any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect such plan business performance targets that are specific to the termination of TriPath unit, it shall establish any Transferred Employees prior to the Closing Date. Buyer acknowledges that it has not informed FFMC of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the Warn Actsuch performance targets in good faith.

Employees and Employee Benefit Plans. (a) Effective upon Closing but as of 11:59 p.m., Chicago time, on the day immediately preceding the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business (collectively, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to commence as of the Closing Date to the Employees listed on Section 8.4(a) of the Disclosure Schedule, as amended by Buyer from time to time in its reasonable discretion. Sellers shall use all persons whose reasonable efforts as reasonably requested by Buyer to assist Buyer in its efforts to hire the employees receiving offers under this Section 8.4(a). In the case of any offeree who is in inactive status or otherwise absent from employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (providedDate, that Buyer may elect not to offer employment may, to the persons listed extent permitted by law, condition such offer upon the offeree’s reporting to work within twelve weeks after the Closing Date, or if absent by reason of short-term disability, injury or illness, within the period prescribed by the applicable Seller’s short-term disability plan and with acceptable medical release for regular work or work with reasonable accommodation, or if absent on Schedule 8.3(Astatutory leave such as maternity or parental leave within the period prescribed by the applicable statute for such leave. Following acceptance of offers made by Buyer pursuant to this Section 8.4(a), Buyer shall provide written notice thereof to Sellers and Sellers shall transfer to Buyer, to the extent permitted by law, all files and Employee records of Employees accepting such offers (the “Transferred Employees”). The employment of each Transferred Employee with Buyer shall be considered effective and his or her employment by Sellers shall terminate and transfer to Buyer on the Closing Date. For periods prior to Closing, with respect to Employees, Sellers shall retain the sole responsibility for and control over all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers’ compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other employee and fringe benefits, hiring and firing and the conduct of all other matters relating to labor relations. Sellers shall be solely responsible for the payment all liabilities and obligations relating to or arising from any right of any severance pay Employee to any Transferred Employees, except as provided in receive compensation for or because of the following two sentencestermination of his or her employment with Sellers or their Affiliates. Sellers Buyer shall be responsible for all liabilities and obligations to the payment Transferred Employees relating to or arising from any right of any severance pay such employee to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer receive compensation for or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount because of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees on his or after the Closing Dateher employment with Buyer. FFMC Sellers shall assume responsibility and retain liability for any penalties or liabilities arising under the Warn Act compliance with respect all applicable labor and employment laws relating to the termination Employees in connection with their employment by Sellers or any of any Transferred Employees prior to the Closing Date. Buyer acknowledges that it has not informed FFMC of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the Warn Acttheir Affiliates.

Employees and Employee Benefit Plans. (ai) Effective upon Closing but as The Disclosure Letter sets forth a full and complete list of 11:59 p.m.all directors, Chicago timeofficers, on employees, and consultants of the day immediately preceding the Closing Date, the employment by FFMC Seller and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the ITC Business (collectively, "Regular Service Providers") as of October 31, 1998, which schedule includes the names, job title, and the total amount of base salary, whether fixed or commission or a combination thereof, and bonus for each Regular Service Provider. The Disclosure Letter sets forth a full and complete list of those individuals the Seller has assigned to its customers (the "Transferred EmployeesTemporary Service Providers") shall terminate as of October 31, 1998, which schedule includes such Temporary Service Providers' names, job title, hourly or daily compensation, and hourly or daily xxxx rate, the name of client/customer where such employees shall cease Temporary Service Provider is working, and to participate in the best of the Members' and the Seller's knowledge, the date assignment is expected to terminate. The Regular Service Providers and the Temporary Service Providers are sometimes collectively referred to herein as the "Service Providers." None of the Service Providers is subject to any employee benefit plans maintained by contracts, written or for the benefit of FFMC or any Subsidiary. Notwithstanding the preceding sentence, Sellers will, as an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (providedunwritten, that Buyer may elect specify a particular employment or service term, or limit the Seller's right to terminate the employment or service relationship of such Service Provider with the Seller. The Seller does not have any contractual obligation (1) to offer employment provide any particular form or period of notice prior to the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for the payment termination, or (2) to pay any of such Service Providers any severance pay to any Transferred Employees, except as provided benefits in the following two sentences. Sellers shall be responsible for the payment connection with their termination of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance planservice. In addition, Sellers shall reimburse Buyer for up to $300,000 of no severance pay which becomes payable will become due to Transferred Employees within six months after any Service Providers in connection with the Closing Datetransactions contemplated by this Agreement, as a result of any Seller agreement, plan, or program. If Buyer does not offer employment to Neither the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes execution and delivery of this Section 8.3. Buyer shall assume responsibility and liability for any penalties Agreement by the Seller nor the consummation of the transactions contemplated by this Agreement will result in the acceleration or liabilities arising under the Warn Act with respect to the termination creation of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination rights of any Transferred Employees prior Service Provider to benefits under any employee plan (including, without limitation, the Closing Date. Buyer acknowledges that it has not informed FFMC acceleration of the vesting or exercisability of any planned stock options or the acceleration of the vesting of any restricted stock). Following the consummation of the transactions contemplated decisions by this Agreement, the Purchaser will not have any obligations towards any Service Provider, nor any former director, officer, employee, or actions consultant of the Business, or of the Seller, other than pursuant to agreements directly entered into by Buyer Purchaser with such persons. Neither the Seller nor the Members is aware that would require any Employee, or that any group of Employees, intends to terminate their employment with the service Seller, nor does it have a present intention to terminate the employment of notice under any of the Warn Actforegoing.

Employees and Employee Benefit Plans. (a) Effective upon Closing but The Retained Employee Schedule contains a list of all employees that Sellers expect to retain as of 11:59 p.m., Chicago time, on the day immediately preceding employees after the Closing Date, the employment by FFMC and the employment by any Subsidiary of employees (other than Xxxxxxx Xxxxxx who shall remain an employee of Sellers) engaged in the Business Date (collectively, the "Transferred Retained Employees"). Buyer and its affiliates shall not hire any of the Retained Employees for a period of two (2) years following the Closing Date (except that the foregoing shall terminate and such employees shall cease not apply to participate in any employee benefit plans maintained Retained Employee whose employment has been terminated by or for the benefit of FFMC a Seller, or any Subsidiary. Notwithstanding the preceding sentenceAffiliate of a Seller), Sellers willnor induce, as an accommodation to Buyer, allow the Transferred solicit or encourage any such Retained Employees to remain on terminate their employment with Sellers' medical plan for a transition period ending no later than July 1, 1998 and Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment on an "at will" basis to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, employees of Sellers (other than Retained Employees) who are actively employed on the Closing Date (providedDate, that Buyer may elect not to and such persons who accept such offer employment to the persons listed on Schedule 8.3(A)). Buyer shall be solely responsible for the payment of any severance pay hereafter referred to any as "Transferred Employees." Each such offer of employment shall be on substantially the same terms and conditions of employment and which are, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if aggregate, substantially as favorable as those under which such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess of the amounts payable under Sellers' severance plan. In addition, Sellers shall reimburse Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after the Closing Date. If Buyer does not offer employment to the persons listed on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes of this Section 8.3. Buyer shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees person is employed immediately prior to the Closing Date. Buyer acknowledges that it has shall also offer employment on an "at will" basis to each employee of Sellers who is temporarily absent from active employment on the Closing Date (the "Inactive Employees") upon termination of such temporary absence, provided such employee is able to perform the essential functions of the position he or she previously held with Sellers prior to such absence, and any such employee shall be treated as a Transferred Employee from and after his or her date of employment with Buyer. At the Closing, Sellers shall deliver a schedule of such Inactive Employees to Buyer. Buyer may, on account of a reduction in force program and subject to applicable laws, elect not informed FFMC to offer employment to any Inactive Employee in accordance with the foregoing sentence, and instead make payments to Sellers regarding such Inactive Employees equal to the amounts payable to such Inactive Employees under (x) the applicable Seller's severance plan, and (y) all other benefits, programs or laws applicable to such Inactive Employees (to the extent Buyer would be required hereunder to make such payments if such employee were a Transferred Employee). After the Closing, and subject to applicable laws and existing employment terms (to the extent such employment terms are Buyer's responsibility with respect to Transferred Employees), Buyer shall have the right, at any time, to dismiss any or all Transferred Employees at any time, with or without cause, and to change the terms and conditions of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the Warn Acttheir employment (including compensation and employee benefits provided to them).

Employees and Employee Benefit Plans. (a) Effective upon Closing but Promptly after the Closing, Buyer shall make an offer of employment to each of the employees of Seller other than the employees listed on Schedule 7.4 (which offer shall (i) include base salary no less than the base salary currently being paid to such employee by Seller, as adjusted in accordance with Section 7.8 and (ii) in the case of 11:59 p.m.employees with the title of Senior Engagement Manager or higher, Chicago timebe conditioned upon, on the day immediately preceding the Closing Dateamong other things, the employment execution by FFMC and the employment by such employee of a Confidential Information Agreement). Buyer shall not terminate any Subsidiary employee of employees (other than Xxxxxxx Xxxxxx Seller who shall remain becomes an employee of SellersBuyer or its subsidiaries or other Affiliates for a period of six months after the Closing unless: (i) engaged such termination is for Cause (as defined in the Business Employment Agreement entered into by such employee or, if no Employment Agreement has been entered into by such employee, as defined in the Noncompetition Agreement); (collectivelyii) Buyer obtains the prior written consent of Seller with respect to such termination; or (iii) Buyer pays such terminated employee an amount equal to the greater of his or her base salary as in effect immediately prior to the Closing or as in effect at the time of termination, the "Transferred Employees") shall terminate and such employees shall cease to participate in any employee benefit plans maintained by or for the benefit period from the date of FFMC or any Subsidiarytermination through the end of the sixth month following the Closing. Notwithstanding the preceding sentence, Sellers will, as With respect to each employee of Seller who does not become an accommodation to Buyer, allow the Transferred Employees to remain on Sellers' medical plan for a transition period ending no later than July 1, 1998 and employee of Buyer agrees to promptly reimburse Sellers for all associated costs and liabilities. Buyer shall offer employment to all persons whose employment was so terminated effective at 12:00 a.m., Chicago time, on the Closing Date (provided, that Buyer may elect not to offer employment to the persons other than those listed on Schedule 8.3(A7.4)). Buyer shall be solely responsible for , Seller and the payment of any severance pay to any Transferred Employees, except as provided in the following two sentences. Sellers shall be responsible for the payment of any severance pay to the persons listed on Schedule 8.3(A) if such persons are not offered employment by Buyer or are terminated by Buyer within six months after the Closing Date so long as Buyer does not increase the amount of such severance payments in excess members of the amounts payable under Sellers' severance plan. In addition, Sellers board of directors of Seller shall reimburse encourage such employee to become an employee of Buyer for up to $300,000 of severance pay which becomes payable to Transferred Employees within six months after promptly following the Closing Date. If For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer, employees of Seller who become employees of Buyer does not offer employment and actually perform services for Buyer on the Closing Date or within twelve (12) weeks immediately thereafter (the “Transferring Employees”) shall receive service credit for service with Buyer to the persons listed same extent such credit was granted under Seller’s comparable employee benefit plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on Schedule 8.3(A), such persons shall not be considered Transferred Employees for purposes the part of this Section 8.3. Buyer shall assume responsibility and liability to continue the employment of any employee for any penalties period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or liabilities arising under terminating any of its employee benefit plans, or the Warn Act with respect to the termination participation of any Transferred Employees on or after the Closing Date. FFMC shall assume responsibility and liability for of its employees in such plans, at any penalties or liabilities arising under the Warn Act with respect to the termination of any Transferred Employees prior to the Closing Date. Buyer acknowledges that it has not informed FFMC of any planned or contemplated decisions or actions by Buyer that would require the service of notice under the Warn Acttime.