Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. 7.1 Effective as of immediately prior to the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.

Employees and Employee Benefits. 7.1 Effective as of immediately prior (a) Prior to the ClosingClosing Date, Sellers will terminate or their Controlled Affiliates shall use reasonable best efforts to transfer the employment of all each Business Employee who is not employed by a Transferred Subsidiary (unless such Person has ceased to be employed by Sellers or any of their offshore employees Controlled Affiliates) to, and each such Business Employee shall become an employee of, a Transferred Subsidiary, without any interruption of employment, change to terms and conditions of employment or break in service; provided, however, that Sellers or their Controlled Affiliates shall not transfer the employment of any Business Employee who are compensated is employed by Seller or one of its Affiliates (other than a Transferred Subsidiary) and is on either a hourly an approved medical or day rate basis disability leave of absence (“Offshore Medical Leave Business Employees”). Buyer hereby agrees that it will as promptly as practicable after Prior to the date hereof offer Closing Date, Sellers or their Controlled Affiliates shall transfer the employment of each individual who is employed by a Transferred Subsidiary and is (i) not a Business Employee, or (ii) a Medical Leave Business Employee to, and each such individual shall become an employee of, Seller or one of its Affiliates (other than a Transferred Subsidiary), without any interruption of employment, change to all terms and conditions of the Offshore Employees, employment or break in service. If a Medical Leave Business Employee returns to be effective as active service with Sellers or their Controlled Affiliates within six (6) months of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall or one of its Controlled Affiliates will offer such Medical Leave Business Employee employment to a majority on terms and conditions consistent with this Section 4.4. Each Business Employee employed by the Transferred Subsidiaries or Buyer or one of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All its Controlled Affiliates as of the Offshore Employees Closing and Other Employees each Medical Leave Business Employee who accept commences employment with Buyer or its Controlled Affiliates within six (6) months of the Closing Date shall be employed by Buyer on terms referred to herein as to salary and insurance benefits substantially equivalent to those presently provided by Sellersa “Transferred Business Employee”. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee As of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. , or such other date as set forth in the Transitional Services Agreement, Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of cause Transferred Business Employees to cease accruing any employee(s) of Sellers and benefits under any Seller Plan with respect to services rendered or compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee paid on or after the Closing DateDate and for the Transferred Subsidiaries to cease being participating employers under such Seller Plans. After To the extent any Business Employee who is not employed by Transferred Subsidiary refuses the transfer of employment contemplated by the first sentence of this Section 4.4(a), Sellers shall, and shall cause their Affiliates to, terminate such Business Employee’s employment no later than the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.

Employees and Employee Benefits. 7.1 Effective as of immediately prior (1) Buyer intends to hire (on an at-will basis) certain staff at the Closing, Sellers will terminate the employment of all of their offshore employees who Branches that are compensated currently employed by Seller on either a hourly or day rate basis (“Offshore Employees”)post-Closing basis. Buyer hereby agrees that it will as promptly as practicable after the date hereof shall make a written offer of employment to all each employee of the Offshore Employees, Seller selected by Buyer to be effective as an employee of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before Buyer following the Closing Date, Buyer shall . Each offer of employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending effective on the Closing Date. Sellers No later than forty-five (45) days following the date of this Agreement, (i) Buyer shall pay in full all compensation, bonuses, accrued severancecommunicate the offers of employment consistent with the terms of this Section 16(m) to those employees to whom it determines to extend an offer and (ii) Buyer shall provide Seller with a written list of those employees to whom Buyer will make an offer of employment, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due Seller shall take such action as is necessary to terminate such employees up to not included on such list or transfer their employment within Seller and including its affiliates, in both cases effective as of the Closing Date. Sellers Each employee who accepts Buyer’s offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date) shall provide Buyer be a list “Hired Employee” for purposes of those employees terminated by Sellers on or before this Agreement, effective upon the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee this date shall be responsible for referred to as the Hired Employee’s “Transfer Date.” Subject to applicable Legal Requirements, on and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After , the Closing DateHired Employees shall become employees of Buyer, and Buyer shall provide have the right to employees dismiss any or all Hired Employees at any time, with or without cause, and to change the terms and conditions of Sellers hired their employment (including compensation and employee benefits provided to them). Each employee who is not offered employment by Buyer the seniority such persons had as SellerBuyer, or who fails to accept Buyer’s employees, offer of employment shall be an “Excluded Employee” for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees this Agreement. Nothing in this Agreement shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to give any employee benefit plans or programs any rights to claim status as a third party beneficiary of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesthis Agreement.

Employees and Employee Benefits. 7.1 Effective as of immediately prior (1) Buyer shall make commercially reasonable efforts to hire Seller’s staff at the Closing, Sellers will terminate the employment Branches. Schedule 14(m) contains a list of all current employees of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”)Seller employed at the Branches, including the employee’s name and position. Buyer hereby agrees that it will as promptly as practicable after the date hereof shall make a written offer of employment to all each employee of the Offshore Employees, Seller selected by Buyer to be effective as an employee of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before Buyer following the Closing Date, Buyer shall . Each offer of employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending effective on the Closing Date. Sellers No later than 30 days following the date of this Agreement, (i) Buyer shall pay in full all compensation, bonuses, accrued severancecommunicate the offers of employment consistent with the terms of this Section 14(m) to those employees to whom it determines to extend an offer and (ii) Buyer shall provide Seller with a written list of those employees to whom Buyer will make an offer of employment, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due Seller shall take such action as is necessary to terminate such employees up to not included on such list or transfer their employment within Seller and including its affiliates, in both cases effective as of the Closing Date. Sellers Each employee who accepts Buyer’s offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date) shall provide Buyer be a list “Hired Employee” for purposes of those employees terminated by Sellers on or before this Agreement, effective upon the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee this date shall be responsible for referred to as the Hired Employee’s “Transfer Date.” Subject to applicable Legal Requirements, on and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After , the Closing DateHired Employees shall become employees of Buyer, and Buyer shall provide have the right to employees dismiss any or all Hired Employees at any time, with or without cause, and to change the terms and conditions of Sellers hired their employment (including compensation and employee benefits provided to them). Each employee who is not offered employment by Buyer the seniority such persons had as SellerBuyer, or who fails to accept Buyer’s employees, offer of employment shall be an “Excluded Employee” for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees this Agreement. Nothing in this Agreement shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to give any employee benefit plans or programs any rights to claim status as a third party beneficiary of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesthis Agreement.

Employees and Employee Benefits. 7.1 Effective (a) All Business Employees and the date of their employment, date of birth, annual salary, total compensation for the 2000 calendar year, Benefit Plan participation and election, job title, job location and the immediate supervisor of each of them as of immediately prior to the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof of this Agreement are listed on Schedule 5.08. Schedule 5.08 also identifies each of the Business Employees who is a party to any contract or agreement with any of Sellers or Sellers' Affiliates, and each such employment contract or agreement which is in writing is included in Schedule 3.05B. Purchaser shall have the right, but not the obligation, to offer employment to all of the Offshore Employees, to be effective as of the ClosingClosing Date to any or none of the Business Employees as Purchaser chooses in its sole discretion. As promptly If Purchaser offers employment to any of the Business Employees effective as practicable after the date hereof, but in any event at least five (5) days before of the Closing DateDate pursuant to this Agreement, Buyer shall such offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to not less than the salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any in effect for such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning Business Employee on the date hereof of this Agreement and ending with benefits that are not less than those generally available to Purchasers' employees on the Closing Datedate of this Agreement. Sellers and Shareholders shall pay use commercially reasonable efforts to assist Purchaser in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment hiring Business Employees designated by Sellers of any employee(s) of Purchaser as Transferred Employees. Sellers and Shareholders shall not offer other employment to any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee Transferred Employee on or after the Closing DateDate without the prior written consent of Purchaser. After Any severance obligations to Business Employees relating to the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees transactions contemplated hereby shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed borne solely by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesSellers.

Employees and Employee Benefits. 7.1 (a) Effective as of immediately prior to the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer Buyers shall offer employment to the employees of Sellers listed on Schedule 6.10(a) and who remain actively employed by a majority Seller as of Sellers’ other such date (each, an “Offered Employee”) on terms (position, salary or hourly wage rate, bonus, health and welfare benefits, etc.) similar to those in effect immediately prior to Closing for similarly situated employees of Buyers; provided, however, that, notwithstanding the foregoing, Buyers may decline to offer employment to (i) up to an aggregate of 5 of the employees of Sellers listed on Schedule 6.10(a) so long as Buyers have valid business reasons (which may include any position that WCN deems redundant or unnecessary) for doing so as reasonably approved by RSG and (ii) an unlimited number of such employees who are listed on Exhibit G attached hereto fail to satisfy Buyers’ pre-employment screening policies (“Other Employees”provided that WCN shall provide RSG with a reasonably detailed description of the circumstances with respect to such failure for each such employee). All For purposes of this Agreement, any Offered Employee who is not actively at work on the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no Closing Date because of vacation, holiday, personal leave, sick or medical leave, maternity, paternity or other representation or warranty family-related leave, military leave, jury duty, bereavement leave or any other statement or communication regarding leave shall be deemed an Offered Employee. Each Offered Employee who accepts any Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination offer of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up is referred to and including the Closing Date. Sellers shall provide Buyer as a list of those employees terminated by Sellers on “Transferred Employee.” On or before the Closing Date and shall confirm prior to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer each Seller shall provide have terminated each of its Transferred Employees. Sellers shall update Schedule 6.10(a) at Closing to employees reflect those Offered Employees who remain actively employed by Sellers as of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits date (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs Offered Employees on leave as of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesdate).

Employees and Employee Benefits. 7.1 Effective as (a) Neither the Purchaser nor any Affiliate of immediately prior the Purchaser shall have any obligation to hire or make offers of employment to any Employee or to assume any liabilities or obligations related to any Employee Plans. However, the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby Seller agrees that it will as promptly as practicable after the date hereof Purchaser or an Affiliate of the Purchaser may offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed Employee on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the such terms and conditions upon which any as determined by the Purchaser or an Affiliate of the Purchaser with such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on employment commencing immediately following the Closing Date. Sellers To that end, within ten (10) days after execution of this Agreement, the Seller shall pay provide the Purchaser with a list of all Employees and their job titles, compensation and benefits; provided, that the Purchaser shall not disclose such information to any third party other than an Affiliate of the Purchaser or a third party engaged by the Purchaser or an Affiliate of the Purchaser to assist in full all compensation, bonuses, accrued severanceemployment or employee benefit matters. The Purchaser or an Affiliate of the Purchaser shall have reasonable access to the Facility, and other payments that may result from all Employees shall be made available to the termination Purchaser or an Affiliate of the Purchaser for the purpose of conducting employment by Sellers interviews with Employees. The Purchaser or an Affiliate of any employee(s) of Sellers and any compensation due such employees up the Purchaser shall conduct the interviews as expeditiously as possible prior to and including the Closing Date. Sellers Access and availability shall be provided by the Seller and the Project Company upon reasonable prior notice by the Purchaser during normal business hours. At least fifteen (15) days prior to the scheduled Closing Date, the Purchaser shall provide Buyer the Seller with a list of those Employees (the “Listed Employees”) to whom the Purchaser or an Affiliate of the Purchaser intends to make offers of employment with such offers to be contingent on (i) the Closing, and (ii) the standard hiring requirements or conditions of the Purchaser or an Affiliate of Purchaser, including completion of background checks and drug tests. Nothing herein shall be deemed to require the Purchaser or any Affiliate of the Purchaser to hire any Employee or to continue the employment of or provide any particular level of compensation or benefits to any Listed Employee actually hired by the Purchaser or any Affiliate of the Purchaser. The Purchaser and its Affiliates shall indemnify and hold harmless the Seller and its Affiliates and their officers, directors, employees terminated by Sellers and shareholders in connection with any Liability or Loss arising from the decision of the Purchaser or any of its Affiliates to hire or not to hire any Employee without regard to the limitations in Article X. The Seller and its Affiliates shall indemnify and hold harmless the Purchaser and its Affiliates and their officers, directors, employees and shareholders in connection with any Liability or Loss arising from the Seller’s or its Affiliate’s breach of the representation in Section 5.12(d) or from employment practices related to the termination of any Employee on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related without regard to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate limitations in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.Article X.

Employees and Employee Benefits. 7.1 Effective as of immediately prior (a) Prior to or at the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof Purchaser may offer employment to some or all Seller Employees, in the Purchaser's sole discretion, upon such terms and conditions as shall be determined by Purchaser in its sole discretion. ChoicePoint and Seller shall use all reasonable business efforts to assist and support Purchaser in hiring all Seller Employees that Purchaser shall seek to hire as of the Closing Date. The Seller will retain all of the Offshore Employees, to be effective Benefit Plans currently maintained by the Seller as of the Closingdate of this Agreement, and Purchaser will not assume any obligations under any such plans. As promptly as practicable after ChoicePoint and Seller will indemnify, defend and hold harmless Purchaser (and its directors, officers, employees and affiliates) with respect to such Benefit Plans for and against any and all claims, actions, judgments or causes of action based upon or arising out of or otherwise in respect of any such plan. Unless prohibited by law, the Seller shall provide to Purchaser all personnel records for the employees of the Seller hired by Purchaser on the date hereoffollowing the Closing (the "Hired Employees"), but in any event at least five (5) days before including, without limitation, names, social security numbers, dates of hire, dates of birth, number of hours worked each year, and salary history. ChoicePoint and Seller hereby agree not to employ, directly or indirectly, for a period of 12 months after the Closing Date, Buyer shall offer any Seller Employee to whom Purchaser has offered employment prior to a majority of Sellers’ other employees who are listed or on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and who decides not to accept employment with Purchaser. At the Closing, Purchaser shall confirm to Buyer in writing the communication provide ChoicePoint and Seller with a list of said terminationsHired Employees. Buyer or its designee All Hired Employees covered under Seller's health insurance plans who elect coverage under Purchaser's health insurance plan shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to covered effective 12:01 a.m. on the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after date following the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesClosing.

Employees and Employee Benefits. 7.1 (a) Effective as of the Closing, Buyer shall assume the PEO Agreement and continue to employee the PEO Employees as co-employees with TriNet pursuant to the PEO Agreement. Buyer shall, following the Closing, promptly notify the PEO Employees in writing of its assumption of the PEO Agreement. For a period of not less than 45 days from the Closing Date, Buyer expects to maintain in full force and effect the PEO Agreement and, to the extent permitted by the PEO Agreement and by applicable law, expects TriNet to maintain any employee benefit plans in effect immediately prior to the ClosingClosing Date until such time as the PEO Agreement is terminated. If applicable, Sellers effective upon the termination of the PEO Agreement, Buyer may elect for some or all of the PEO Employees to become sole employees of Buyer and to participate in the employee benefit plans and programs, if any, on the same basis as similarly situated employees of Buyer. With respect to any Non-PEO Employees, on or before the Closing Date, but subject to Buyer’s standard employment screening policies and procedures, Buyer shall offer “at will” employment to substantially all Non-PEO Employees of Seller with such employment with Buyer commencing on the Closing Date, and subject to such terms and conditions as Buyer shall determine. PEO Employees who continue to be employed by Buyer pursuant to the PEO Agreement and Non-PEO Employees who accept Buyer’s offer of employment and commence employment with Buyer as of the Closing Date shall be referred to as a “Hired Employee” and shall be collectively referred to as the “Hired Employees.” On or prior to the Closing Date, Seller will terminate the employment of the Hired Employees and make all payments to the Hired Employees required under any federal, state, or local Law applicable to Seller, including, without limitation, the payment of their offshore employees who are compensated on either a hourly accrued wages, bonuses, vacation time, severance or day rate basis (“Offshore Employees”)separation pay. Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to For all of the Offshore Hired Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before on the Closing Date, Seller and Buyer agree for tax purposes to treat Buyer as the “successor employer” and to treat Seller as the “predecessor employer” within the meaning of Section 3121(a)(1) of the Code. Notwithstanding the foregoing, (i) with respect to each Hired Employee, nothing in this Agreement shall offer employment constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer to a majority post-Closing employment relationship of Sellers’ other employees who are listed on Exhibit G attached hereto any fixed term or duration, and (ii) subject to applicable Law, each Hired Employee will be employed “Other Employees”at will” and any Hired Employee may be terminated by Buyer at any time for any reason (subject to any written commitments to the contrary made by Buyer). All of the Offshore Employees and Other Employees who accept employment with Buyer Nothing in this Agreement shall be employed by Buyer on terms as deemed to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation prevent or warranty or restrict in any other statement or communication regarding Buyer’s right, ability, plan or intention to employ way any employee right of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliatesdesignee, and will not make subject to applicable Law, to terminate, reassign, promote or demote any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on Hired Employee after the Closing Date. Sellers shall pay in full all compensationor to change adversely or favorably the title, bonusespowers, accrued severanceduties, and responsibilities, functions, locations, salaries, other payments that may result from the termination compensation or terms or conditions of employment by Sellers of such Hired Employee. The parties acknowledge and agree that the Hired Employees will cease to participate in and accrue any employee(s) benefits under the Benefit Plans of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list Seller or its ERISA Affiliates as of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer that, as soon as practicable following the Closing Date (and in writing all cases, consistent with the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after benefit plan documents), the Closing Date. After Hired Employees will commence participation in the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kindBuyer (which may, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurancefor the avoidance of doubt, include the Assumed Benefit Plans) immediately upon the Closing Dateor, with no waiting period prior to participationas applicable, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained offered by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesTriNet.

Employees and Employee Benefits. 7.1 Effective Commencing on the Closing Date, Buyer will offer employment, on an “at will” basis, to the employees of Seller listed on Section 6.05 of the Disclosure Schedules who remain employed by Seller as of immediately prior to Closing. Seller shall, at the Closingrequest of Buyer in Buyer’s sole discretion, Sellers will terminate amend Section 6.05 of the employment of all of their offshore Disclosure Schedules to add any employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after hired by Seller prior to Closing but following the date hereof hereof. All employees of Seller who accept such offer of employment are hereinafter referred to all as the “Transferred Employees.” Buyer will have no obligation to any current or former employee of Seller not listed on Section 6.05 of the Offshore EmployeesDisclosure Schedule or any employee of Seller listed on Section 6.05 of the Disclosure Schedule who does not become a Transferred Employee, including but not limited to be effective any obligation to pay severance, vacation or any other amounts. Each Transferred Employee’s active participation in the Benefit Plans that are (i) health, medical, dental, vision and/or prescription drug plans shall cease on the last day of the month in which the Closing occurs and (ii) “employee welfare benefit plans” (within the meaning of Section 3(1) of ERISA) that are not described in clause (i) (e.g., life insurance, AD&D and disability plans) shall cease as of the Closing. As In the event that, following receipt of his or her final paycheck from Seller, a Transferred Employee has not contributed the full premium for coverage under any plan described in clause (i) above for the month in which the Closing occurs, Buyer will collect the unpaid premium from such Transferred Employee and remit such amount to Seller promptly upon collection; provided, however, that Seller shall use its best efforts to collect all premiums for such plans for such month from all Transferred Employees on or prior to their receipt of their last paycheck from Seller. For the avoidance of doubt, (i) Seller and the Benefit Plans which are health, medical, dental, vision and/or prescription drug plans shall retain Liability for all claims incurred by the current and former employees of Seller (including the Transferred Employees) and their dependents prior to the first day of the month following the month in which the Closing occurs and (ii) Seller and the Benefit Plans that are “employee welfare benefit plans” (within the meaning of Section 3(1) of ERISA) that are not described in clause (i) (e.g., life insurance, AD&D and disability plans) shall retain Liability for all claims incurred by the current and former employees of Seller (including the Transferred Employees) and their dependents prior to the Closing, in each case, regardless of when a claim is submitted. All Liabilities described in the preceding sentence shall be treated as practicable after an Excluded Liability for all purposes of this Agreement. A claim shall be deemed incurred (i) on the date hereofof the occurrence of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment plans, (ii) on the date of the occurrence of the injury or illness in the case of claims under disability plans and (iii) on the date on which the service or treatment is provided in the case of claims under medical, hospital, dental and similar plans. Each Transferred Employee shall be given service credit for purposes of (i) eligibility and coverage under Buyer’s group health plan and paid time off program and (ii) vesting (but not eligibility to participate in) the MWI Veterinary Supply, Inc. 401(k) & Profit Sharing Plan, in any event at least five (5) days before each case, for his or her period of service with Seller and its predecessors prior to the Closing Date, Buyer shall offer employment (to the extent recognized under a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”comparable Benefit Plan prior to Closing). All of the Offshore Employees and Other Employees who accept Nothing contained in this Agreement shall confer upon any Transferred Employee any right with respect to employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make nor shall anything herein interfere with the right of Buyer or its Affiliates, following any employment of any Transferred Employee, to terminate the employment of any such representationsTransferred Employee at any time, warrantieswith or without cause, statements or communications during restrict Buyer or its Affiliates in the exercise of their independent business judgment in modifying any of the terms and conditions of the employment of any such Transferred Employee. The provisions of this Agreement, including Section 6.05, are for the benefit of the parties to this Agreement only and shall not be construed to grant any rights, as a third party beneficiary or otherwise, to any person who is not a party to this Agreement, nor shall any provision of this Agreement be deemed to be the adoption of, or an amendment to, any employee benefit plan, as that term is defined in Section 3(3) of ERISA, or otherwise limit the right of the Buyer to amend, modify or terminate and such employee benefit plan. As of the Closing, Buyer shall cause each Transferred Employee to be credited under Buyer’s health care flexible spending account plan, if any, and dependent care spending account plan, if any (each, a “Buyer Spending Account”) with an amount available for reimbursement between the Closing and the end of the calendar year in which the Closing occurs equal to the amounts available for reimbursement for such period beginning on under Seller’s spending account plans of corresponding type (each, a “Seller Spending Account”) with respect to such Transferred Employee immediately prior to the date hereof Closing. Buyer shall give effect under the Buyer Spending Accounts to elections made by the Transferred Employees with respect to the corresponding Seller Spending Accounts in respect of the calendar year in which the Closing occurs, subject to the terms and conditions then applicable to the Buyer Spending Accounts (including dollar limitations in effect for the year). If the amounts contributed (by salary reduction or otherwise) by a Transferred Employee under a Seller Spending Account arrangement for the portion of the calendar year ending on the Closing Date. Sellers shall pay exceed the sum of the claims under such Seller Spending Account already reimbursed to the Transferred Employee or claimed for reimbursement by the Transferred Employee in full all compensation, bonuses, accrued severance, and other payments that may result from respect of the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including calendar year in which the Closing Date. Sellers occurs, Seller shall provide transfer to Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related an amount equal to the termination lesser of (i) such excess or (ii) the excess of the dollar limitation for the year applicable to the corresponding Buyer Spending Account over the sum of the claims reimbursed to or claimed for reimbursement by Buyer the Transferred Employee. If the sum of the claims reimbursed to or Buyer’s designee claimed for reimbursement by the Transferred Employee under such Seller Spending Account in respect of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the calendar year in which the Closing Date. After occurs exceeds the Closing Dateamount contributed to such Seller Spending Account as of the Closing, Buyer shall provide transfer to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after on the Closing Date is an amount equal to the lesser of (i) such excess or shall be deemed (ii) the excess of the dollar limitation for the year applicable to be a “successor plan,” as the corresponding Buyer Spending Account over the amount contributed by such term is defined in ERISA or the Code, of any Transferred Employee to such plan or benefit program of Sellers or their AffiliatesSeller Spending Account prior to Closing.

Employees and Employee Benefits. 7.1 Effective as of immediately prior to (1) Buyer may hire (on an at-will basis) certain staff at the Closing, Sellers will terminate the employment of all of their offshore employees who Branches that are compensated currently employed by Seller on either a hourly or day rate basis (“Offshore Employees”)post-Closing basis. Buyer hereby agrees that it will as promptly as practicable after the date hereof shall make a written offer of employment to all each employee of the Offshore Employees, Seller selected by Buyer to be effective as an employee of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before Buyer following the Closing Date, Buyer shall . Each offer of employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending effective on the Closing Date. Sellers No later than 45 days following the date of this Agreement, (i) Buyer shall pay in full all compensation, bonuses, accrued severancecommunicate the offers of employment consistent with the terms of this Section 14(m) to those employees to whom it determines to extend an offer and (ii) Buyer shall provide Seller with a written list of those employees to whom Buyer will make an offer of employment, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due Seller shall take such action as is necessary to terminate such employees up to not included on such list or transfer their employment within Seller and including its Affiliates, in both cases effective as of the Closing Date. Sellers Each employee who accepts Buyer’s offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date) shall provide Buyer be a list "Hired Employee" for purposes of those employees terminated by Sellers on or before this Agreement, effective upon the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee this date shall be responsible for referred to as the Hired Employee’s "Transfer Date." Subject to applicable Legal Requirements, on and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After , the Closing DateHired Employees shall become employees of Buyer, and Buyer shall provide have the right to employees dismiss any or all Hired Employees at any time, with or without cause, and to change the terms and conditions of Sellers hired their employment (including compensation and employee benefits provided to them). Each employee who is not offered employment by Buyer the seniority such persons had as SellerBuyer, or who fails to accept Buyer’s employees, offer of employment shall be an "Excluded Employee" for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees this Agreement. Nothing in this Agreement shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to give any employee benefit plans or programs any rights to claim status as a third party beneficiary of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesthis Agreement.

Employees and Employee Benefits. 7.1 Effective as (a) From and after the date hereof, subject to applicable Law and the terms of immediately prior to the Closingthis Agreement, Sellers will terminate cooperate in good faith with Buyer to allow Buyer to meet with any Employees identified by Buyer to Sellers, during normal business hours and so as to not unreasonably disrupt Sellers’ business and subject to Sellers’ oversight, to discuss potential employment opportunities with Buyer. Buyer will offer to employ (on an “at will” basis, to the extent allowed by applicable Law) all Employees, subject to Buyer’s standard hiring processes, on terms and conditions that are consistent with Buyer’s obligations under this Section 6.3; provided, that with respect to any Employee who, as of the Closing Date, is absent from active employment with Sellers on an approved leave of all of their offshore employees who are compensated on either a hourly or day rate basis absence (“Offshore Inactive Employees”), Buyer may offer to employ any or all such Inactive Employees, provided that such Inactive Employee returns to active employment with Sellers within a period of three hundred sixty-five (365) days following the Closing Date or such longer period as required to comply with applicable Law. Sellers shall give full authorization and consent for (a) Buyer hereby agrees that it will as promptly as practicable to make offers of employment at any time after the date hereof offer employment to all of the Offshore Employees, such offers to be effective as of the ClosingHire Date and (b) for Employees to accept and commence employment with Buyer on the Hire Date. As promptly as practicable after Sellers shall use commercially reasonable efforts to assist Buyer in its efforts to hire the date hereofEmployees. To protect Buyer’s need to hire an effective workforce, but in any event at least five (5) days before the Closing DateSellers shall not, Buyer shall offer directly or indirectly, make offers of employment or counter-offers of employment to a majority any Employee or offers of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”)compensation of any kind to any Employee which would be an inducement to the Employee to decline Buyer’s offer of employment. All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by will become employees of Buyer on terms effective as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer or, in the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, case of any such plan or benefit program of Sellers or their Affiliates.Inactive

Employees and Employee Benefits. 7.1 Effective as (a) The Buyer shall offer "at will" employment to those employees of immediately prior to the Closing, Sellers will E&PA Business set forth on SCHEDULE 10.3(a) and the Seller shall terminate the employment of all of their offshore such employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers The Buyer shall pay in full all compensation, bonuses, accrued severanceoffer "at will" employment to those employees of the E&PA Business who were on short-term or long-term disability or on approved leave of absence on the Closing Date on the date such employees are no longer on short-term or long-term disability or on leave of absence and are ready to commence active work for the Buyer, and the Seller shall terminate the employment of such employees on such date. Those employees who accept such offer of employment of the Buyer shall hereinafter be referred to as "TRANSFERRED EMPLOYEES." If, during the 365-day period following a Transferred Employee's date of hire with the Buyer, the Buyer terminates such Transferred Employee's employment for any reason other payments that may result from than for Serious Cause (as defined in the PolyOne Employee Transition Plan, amended and restated effective January 1, 2004, a copy of which was previously delivered to the Buyer (the "TRANSITION PLAN")), the Buyer shall, within 10 days of such Transferred Employee's termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including with the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costsBuyer, obligations or liabilities directly related pay to the termination Seller an amount equal to the cash value of the benefits payable by the Seller to such Transferred Employee under the Transition Plan; provided, that the Seller provides the Buyer with a detailed statement setting forth how it calculated such amount and the Buyer agrees that the Seller's calculation of such amount is correct pursuant to the terms of the Transition Plan; provided, further, that the Buyer's agreement will not be unreasonably withheld. The Seller shall retain the responsibility and liability to pay and provide any severance or Buyer’s designee of any former employee of Seller who is hired by Buyer similar pay or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs who does not accept the Purchaser's offer of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesemployment.

Employees and Employee Benefits. 7.1 Effective (a) All of the Employees will be available for hiring by Buyer pursuant to the provisions of this Section 10.1. Seller will provide Buyer (i) reasonable access to Personnel Records relating to the Employees, and (ii) reasonable access to the Facilities for the purpose of allowing Buyer to interview any Employees that Buyer desires to interview. Buyer shall make offers of employment to all of the Employees at a base salary for each such Employee equal to or greater than the base salary paid to such Employee by Seller as of the date of this Agreement, and shall not terminate the employment of any Hired Employee (as defined below) except for cause for a period of sixty (60) days following the Closing Date. Buyer will promptly provide Seller a list of Employees to whom Buyer has made an offer of employment that has been accepted to be effective on or after the Closing Date (the "Hired Employees"). Effective immediately prior to before the ClosingClosing Date, Sellers will Seller shall terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore such Hired Employees and Other shall release such Hired Employees who accept employment from the provisions of any restrictive covenants and/or agreements with Seller with respect to Buyer shall be employed by Buyer on terms so as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention enable Buyer to employ such individuals. Seller shall not solicit the employment of, or attempt to retain, any employee of Sellers or Employee; provided, however, that Seller may solicit the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller Employee who is hired by not a Hired Employee. In the event Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees breaches any of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate its obligations set forth in all employee benefits (including health insurancethis Section 10.1(a) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans Employee, the maximum liability of Buyer to Seller hereunder shall be the amount of Seller's liability to such Employee under Seller's Severance Plan Document dated November 15, 1999 (the "Severance Plan"). Except for the requirement to offer employment to the Employees at the same or programs greater base salary, nothing contained in this Section 10.1(a) shall require Buyer's offer of Seller employment to be on similar terms or its Affiliatesconditions as that Employee enjoyed with Seller, and no plan or program adopted or maintained by Buyer or its designee after shall have discretion regarding all other terms and conditions of employment, including but not limited to employee benefits with respect to the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesHired Employees.

Employees and Employee Benefits. 7.1 Effective as of immediately prior (a) Prior to the Closing, Sellers Buyer may, in its sole discretion, offer to employ any Business Employee (as defined in Section 3.14(b)) on an at-will terminate basis and pursuant to the terms of the offer presented by Buyer, which may vary from the terms of employment with Seller. If requested by Seller, Buyer shall provide Seller with such information relating to the terms of all Buyer’s offer of their offshore employees who are compensated on either a hourly employment to the Eligible Employees as is reasonably necessary to allow Seller to determine whether or day rate basis not the Eligible Employees may be entitled to severance benefits from Seller. Buyer shall communicate in writing to Seller as soon as practicable the names of those Business Employees to whom Buyer determines it will not make offers of employment. Buyer shall finalize its list of Business Employees to which it will make offers of employment (the “Offshore Eligible Employees”)) and communicate that list to Seller no later than the earlier to occur of: (i) Closing or (ii) the forty-fifth day after the date of this Agreement. When the Buyer hereby agrees communicates to Seller in writing that it will as promptly as practicable after the date hereof not offer employment to all of the Offshore Employeesan Eligible Employee, such person shall cease to be effective as an Eligible Employee but shall continue to be a Business Employee. Buyer shall make good faith offers of the Closing. As promptly as practicable after the date hereof, but in any event employment to at least five (5) days before 300 Business Employees. Such Eligible Employees who become employees of Buyer following the Closing Dateare referred to herein as the “Affected Employees.” Prior to Closing, Seller Group shall provide Buyer shall offer employment with a list of all independent contractors currently providing services primarily related to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”)the Business. All of the Offshore Employees and Other Employees who accept employment with Buyer Seller Group shall be employed by Buyer on terms responsible, except as to salary otherwise specifically provided herein, for all obligations and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee Employment Liabilities of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees Business Employees up to and including the Closing Date, including any severance payments of such employees arising in connection with the termination of their employment with the Seller Group, the Ancillary Agreements and any Employment Liabilities. Sellers Seller Group shall be responsible for all obligations to and Employment Liabilities of all Business Employees up to and following the Closing, except for Affected Employees, with respect to whom Seller Group shall be responsible for all obligations and Employment Liabilities up to the Closing. Following the Closing, the Affected Employees shall become participants in the employee benefit plans of Buyer as the Affected Employees become eligible to participate in such plans pursuant to their terms. For purposes of this Agreement, Buyer’s employee benefit plans include, but are not limited to, all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and employee fringe benefit programs of Buyer. Seller Group shall use commercially reasonable efforts, upon Buyer’s request, and at Buyer’s expense to assist in the transition of Affected Employees to Buyer. From and after the Closing, Seller Group shall (i) sponsor, (ii) assume or (iii) retain, as the case may be, and be solely responsible for all Employment Liabilities whether incurred before, on or after the Closing. As soon as practicable following the Closing Date, Seller Group shall provide Buyer with such documents as Buyer shall reasonably request to assure itself that the accounts of the Affected Employees under the 3Com Corporation 401(k) Plan (“Seller Savings Plan”) if distributed to such Affected Employees, would be eligible rollover distributions and with such documents and other information as Buyer shall reasonably request to assure itself that the Seller Savings Plan and the trust established pursuant thereto are qualified and tax-exempt under Sections 401(a) and 501(a) of the Code. Effective as of the Closing Date, each Affected Employee who was a list of those employees terminated by Sellers participant in the Seller Savings Plan shall cease to have any contributions made on his or her behalf, except for contributions attributable to compensation earned on or before such date under such Seller Savings Plan. Each Affected Employee who is a participant in a Seller Savings Plan shall be given the opportunity to “roll over” such account balance by way of an eligible rollover distribution to the UTStarcom, Inc. 401(k) Plan (the “Buyer 401(k) Plan”), subject to the approval of the administrator of the Buyer 401(k) Plan and in accordance with the provisions of such Plan and applicable Law. Notwithstanding anything in this Agreement to the contrary, each Affected Employee who was eligible to participate in a Seller Savings Plan will first become eligible to participate in the Buyer 401(k) Plan as soon as reasonably practicable after the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related pursuant to the termination by Buyer or Buyer’s designee terms of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.

Employees and Employee Benefits. 7.1 (a) Effective as of and contingent upon the Closing Date, the Buyer (or an Affiliate thereof) will offer employment, which offer will be contingent on the Closing of the Transactions contemplated by this Agreement, on an at-will basis, to (and the Seller Group shall, regardless of whether such offer is accepted and unless otherwise agreed to between Buyer and Seller, terminate the employment of) substantially all of the then-actively employed Business Employees of the Seller Group listed on Section 7.10(a) of the Disclosure Schedules (the “Offer Employees”), pending their completion of normal interviewing and hiring processes. The Seller Group shall use commercially reasonable efforts to assist the Buyer or its Affiliates in its efforts to hire the Offer Employees. The Seller Group acknowledges that any such offers are contingent on the satisfaction of all the Buyer’s employment conditions and standard hiring process, including, without limitation and at Buyer’s discretion, the successful completion of background checks, the establishment of appropriate work authorization, and the successful completion of drug screens (the “Standard Personnel Screening Procedures”). The decision of which employees to whom Buyer offers employment is within the Buyer’s sole discretion. An Offer Employee who (i) prior to the Closing Date or Date or Return (as applicable) accepts such offer and has executed and delivered to the Buyer or an Affiliate of the Buyer such other agreements or documents that the Buyer reasonably requires and has satisfied the Standard Personnel Screening Procedures, (ii) continues to be an employee of the Seller Group as of immediately prior to the ClosingClosing Date or Date of Return (as applicable), Sellers will terminate and (iii) actually commences employment with the employment of all of their offshore employees who are compensated on either a hourly Buyer or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all an Affiliate of the Offshore Employees, to be Buyer effective as of the ClosingClosing Date or Date of Return (as applicable), will become an employee of the Buyer or one of its Affiliates (such an employee is hereinafter referred to as a “Transferred Employee”). As promptly In the event any Business Employee who is not actively at work as practicable of the Closing Date becomes available for and able to return to active work within the 90 days following the Closing Date, the Buyer or its Affiliate may offer employment to (and the Seller Group shall terminate) such Business Employee effective upon the date such Business Employee is available for and able to return to active work (the “Date of Return”). Such offer by the Buyer or its Affiliate shall be on the terms set forth in this Section 7.10. For the avoidance of doubt, with respect to any Business Employee who is absent from employment due to vacation, holiday, temporary illness, or similar authorized short term leave of absence as of the Closing Date, such Business Employee shall nevertheless be considered to be actively employed for purposes of this Section 7.10(a). Notwithstanding anything set forth herein to the contrary, nothing in this Agreement shall create any obligation on the part of the Buyer to continue the employment of any Transferred Employee for a period of time beyond six months following the Closing Date subject to customary limitations and for cause terminations; provided, that, Buyer may terminate any Transferred Employee earlier than six months for any reason if Buyer provides severance equivalent to six months minus the number of months Buyer actually retained the Transferred Employee for, plus such Transferred Employees severance entitlement outlined below (e.g. if Buyer terminated an employee without cause at three months, Buyer would pay such employee three months of severance plus what they would be entitled to in the following sentence). Any Transferred Employee who is not retained by Buyer after the date hereofinitial six-month period following the Closing Date, but other than as a result of a for cause termination made pursuant to Buyer’s existing policies and practices with respect to such terminations (or a voluntary departure by such Transferred Employee), shall be entitled to receive from Buyer a severance payment, upon execution of a release agreement on customary terms, in an amount equal to three months’ pay for any employee who was employed by Seller prior to the Closing for less than five years and an amount equal to six months’ pay for any employee who was employed by Seller prior to the Closing for more than five years, subject to applicable withholdings (the “Severance Amount”). Notwithstanding anything to the contrary, in the event at least five (5) days before Buyer terminates any Transferred Employee following the Closing Date due to such Transferred Employee’s unsuccessful completion of any Standard Personnel Screening Procedures which Buyer may require in its sole discretion after the Closing Date, Buyer shall offer employment have no obligation to a majority of Sellers’ provide any severance or other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.

Employees and Employee Benefits. 7.1 Effective (a) Except for the individuals set forth on Schedule 5.9 of the Disclosure Schedules, at the Closing, all employees of the Business, including, without limitation, all employees of the Business employed outside the United States and any employees on an approved leave of absence set forth on Schedule 2.3(a) of the Disclosure Schedules, but excluding employees receiving short-term disability as of immediately the Closing, (each such person, an "OFFEREE") shall become employees of Buyer Group effective as of the Closing; provided, however, that such employees receiving short-term disability as of the Closing shall become Offerees upon eligibility to return to work and shall become Continuing Employees if and when they commence employment with Buyer Group. All Offerees accepting employment with Buyer Group are referred to herein as the "CONTINUING EMPLOYEES." Such initial employment with Buyer Group shall provide, on an individual basis (i) at least an equal salary, and (ii) total benefits and other compensation in the aggregate of substantially equivalent value as was provided by Seller to such Continuing Employees or Offeree prior to the Closing, Sellers will terminate and (iii) substantially similar job responsibilities as the employment of all of their offshore employees who are compensated on either a hourly Continuing Employee or day rate basis Offeree held prior to the Closing with Seller (“Offshore Employees”collectively "QUALIFYING CONDITIONS"). If (i) Buyer hereby agrees that it will Group fails to provide an Offeree with employment on Qualifying Conditions as promptly as practicable after described in this Section 2.3(a) and such Offeree declines such employment with the date hereof offer employment to all Buyer Group or (ii) a Continuing Employee is terminated by Buyer Group within twelve (12) months of the Offshore EmployeesClosing Date, then Buyer Group shall promptly pay severance to be effective such individual under the terms set forth in Schedule N. If any Continuing Employee commences employment with the Buyer Group with employment terms on Qualifying Conditions, then, in the event that the Buyer Group shall subsequently request within 90 days of the Closing, as a condition of employment, that any such Continuing Employee relocate more than 25 miles from such employee's place of employment as of the Closing. As promptly Closing (a "RELOCATION REQUEST") and such Continuing Employee shall decline such Relocation Request and terminate employment with Buyer Group, then the Buyer Group shall pay severance with respect to such employee as practicable set forth on Schedule N. In the event that a Relocation Request is made of any Continuing Employee employed under Qualifying Conditions with the Buyer Group more than 90 days but less than 365 days after the date hereofClosing, then, in the event that such Relocation Request is declined and such Continuing Employee terminates employment, then the Buyer Group shall pay severance to such Continuing Employee in an amount to be determined; provided that such amount shall not be less than 50% of the amount otherwise required to be paid under Schedule N. Any and all severance obligations with respect to Continuing Employees or Offerees as described above shall be the sole and absolute responsibility of Buyer Group (provided that any amounts paid under applicable law, paid previously by Seller or payable by a third party, including but not limited to an insurance company, shall reduce Buyer Group's payment obligation hereunder). Individuals receiving severance other than in any event at least five connection with a Relocation Request more than 90 days but less than 365 days after the Closing shall receive the greater of (5X) severance pursuant to the terms of the Severance Terms attached hereto as Exhibit N, and (Y) such severance as is required by applicable law; provided, however, that this provision shall not result in duplication of benefits regarding severance with respect to Continuing Employees as provided in the preceding sentence. Buyer Group shall be responsible for COBRA obligations with respect to Continuing Employees. No later than 180 days before following the one year anniversary of the Closing Date, Buyer Group shall offer employment deliver to Seller a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All written schedule of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as amount of severance paid to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation each Continuing Employee or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications Offeree during the period beginning on the date hereof and ending on 12 months following the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.

Employees and Employee Benefits. 7.1 Effective (a) Buyer shall, and Parent shall cause Buyer to, offer employment effective as of the Closing Date to all of the employees of the Business identified on Section 3.18(a) of the Disclosure Schedules (“Eligible Employees”) in the same, substantially the same, or superior positions of responsibility to be performed at the same location as prior to the Closing Date, with equivalent or superior (taken as a whole) annual wages and periodic performance bonus (without regard to any equity compensation, change of control payments or similar compensation amounts), and employment benefits as such Eligible Employees had with Seller immediately prior to the ClosingClosing Date. Individuals who accept such offer and commence employment with Buyer being called “Transferring Employees.” Until the Closing Date Seller shall maintain its current health care benefits for the Eligible Employees. Effective as of the Closing Date, Sellers will (A) Seller shall terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Transferring Employees and Other eliminate (i) any contractual provisions or other restrictions that would otherwise prevent the Transferring Employees from becoming an employee of Buyer and (ii) any confidentiality restrictions that would prevent the Transferring Employees who accept employment with Buyer from using or transferring to Buyer any information relating to or useful for the Business and Purchased Assets and (B) the Transferring Employees shall cease accruing any benefits under any Seller Benefit Plan, and Seller shall take, or cause to be employed by Buyer on terms taken, all such actions as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer necessary to effect such cessation of such participation (subject to the right of participants to make claims following the Closing Date in respect of events occurring on or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on prior to the Closing Date. Sellers Seller shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume bear any and all costsobligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.02; provided, that Buyer and Parent comply with all of their obligations or liabilities directly related to under this Section 5.02. In the termination by event that Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing DateParent does not comply with its obligations under this Section 5.02, Buyer shall provide to employees of Sellers hired by Buyer bear any and all obligations and liability under the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees WARN Act resulting from employment losses. All Transferring Employees shall be entitled subject to participate Buyer’s employment policies in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior effect from time to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatestime.

Employees and Employee Benefits. 7.1 Effective (a) At least five days prior to the Closing Date, (i) Buyer shall provide Seller a written list of the Employees that Buyer intends to offer employment from and after the Closing Date (the “Available Employees”), (ii) Seller shall, effective as of immediately the Closing Date, terminate all of the Available Employees, and (iii) subject to Section 6.10(e), Buyer shall offer, effective as of the Closing Date, employment to all of the Available Employees at substantially the same compensation as they received from Seller prior to the Closing, Sellers will terminate and pursuant to a new and separate employee leasing agreement by and between Buyer and Century II. Effective as of the Closing, the Available Employees shall cease to be employed by Seller, and Available Employees who have accepted Buyer’s offer of employment shall become leased employees of all of their offshore employees who are compensated on either a hourly or day rate basis Buyer (such Available Employees, the “Offshore Transferred Employees”). Buyer hereby agrees shall make commercially reasonable efforts to ensure that it will as promptly as practicable after the date hereof offer employment to Transferred Employees receive credit for all of the Offshore Employeestheir service with Seller and Parent under all welfare and benefit plans for purposes of eligibility and vesting (but not for purposes of accrual of benefits under a defined benefit pension plan). Buyer shall also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to be effective participation and coverage for such Transferred Employees under a group welfare or health benefit plan. Effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm subject to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related Section 6.13(c) (to the termination by Buyer extent applicable), Seller shall release, or Buyer’s designee cause to be released, Available Employees from the provisions of any former employee of restrictive covenants and/or agreements with Seller who is hired by so as to enable Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority offer employment to such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesAvailable Employees.

Employees and Employee Benefits. 7.1 Effective (1) After the execution of this Agreement, Buyer agrees to interview as soon as practicable all employees of immediately prior Seller who are then assigned to the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated Branches as identified on either a hourly or day rate basis (“Offshore Employees”Schedule 15(l)(1). Buyer hereby agrees that it will as promptly as practicable after the date hereof shall make a written offer of employment to all each such employee of the Offshore Employees, Seller selected by Buyer to be an employee of Buyer effective as of the ClosingClosing Date by virtue of the consummation of the transactions set forth herein. As promptly Offers of employment by Buyer are subject to routine employment screening and all other measures determined in Buyer’s discretion and as practicable generally applicable to Buyer’s new hires, and otherwise in accordance with all Legal Requirements. At least thirty (30) Business Days prior to Closing (but subject to the parties obligations under Section 15(l)(7) (WARN Act)), Buyer shall provide Seller with a written list of current Branch employees to whom Buyer will make an offer of employment, and Seller shall take such action as is necessary to terminate such employees not included on such list or transfer their employment within Seller and its affiliates, in both cases effective as of the Closing Date. Each such Branch employee who accepts Buyer’s offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date) shall be a “Hired Employee” for purposes of this Agreement, effective upon the Closing Date and this date shall be referred to as the Hired Employee’s “Transfer Date.” Subject to applicable Legal Requirements, on and after the date hereof, but in any event at least five (5) days before the Closing Date, the Hired Employees shall become employees of Buyer, and Buyer shall offer employment have the right to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore dismiss any or all Hired Employees at any time, with or without cause, and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or change the terms and conditions upon which any such of their employment (including compensation and employee may be employed benefits provided to them). Each employee who is not offered employment by Buyer Buyer, or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination who fails to accept Buyer’s offer of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, an “Excluded Employee” for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees this Agreement. Nothing in this Agreement shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to give any employee benefit plans or programs any rights to claim status as a third party beneficiary of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesthis Agreement.

Employees and Employee Benefits. 7.1 2.7.1 Effective as of the close of business on the last business day immediately prior to the ClosingClosing Date, Sellers will Seller shall terminate the employment of all each of their offshore (i) its hourly employees who are compensated on either a hourly or day rate basis of the Business and (ii) those salaried employees of the Business designated by Purchaser in writing (the “Offshore Offered Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof Purchaser shall offer employment to all Offered Employees on terms in Purchaser’s absolute discretion. Any Offered Employee is and shall be terminable at the will of Purchaser or as otherwise agreed to between Purchaser and Offered Employee. Purchaser shall have the sole and complete discretion to change any of the Offshore terms or conditions of employment, compensation or benefits relating to any Offered Employee at any time. Purchaser shall not have any responsibility, liability or obligation, whether primarily or as a successor employer, with respect to any Seller Employee Liabilities. Seller hereby consents to the hiring of the Offered Employees and waives, with respect to the Columbia 923192 v7 ASSET PURCHASE AGREEMENT SONOCO PRODUCTS COMPANY & CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC. PAGE 15 employment of such Offered Employees, any claims or rights Seller may have against Purchaser or Offered Employee under any non-competition, confidentiality or employment agreement pertaining principally to be effective the Business. Seller shall promptly pay directly to each of the Offered Employees and to any Employee Benefit Plans with respect to the Offered Employees that portion of those wages and benefits which have been accrued on behalf of the Offered Employees as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before and through the Closing Date, Buyer shall offer employment said payments to be made within a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliatesreasonable time, and will not make any such representations, warranties, statements Purchaser shall have or communications during the period beginning on the date hereof and ending on the Closing Dateassume no liability therefore. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee Any Offered Employees of Seller who is hired by Buyer or Buyer’s designee on or after Purchaser shall have the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled right to participate in all employee benefits (including health insurance) immediately upon such benefit programs as may be established by Purchaser, in its sole discretion, for similarly situated employees of the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesPurchaser.

Employees and Employee Benefits. 7.1 Effective as of (1) Buyer intends to hire (on an at-will basis) after the Closing certain staff at the Branches that are employed by Seller immediately prior to the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof shall make a written offer of employment to all each such employee of the Offshore Employees, Seller selected by Buyer to be an employee of Buyer effective as of the ClosingClosing Date by virtue of the consummation of the transactions set forth herein. As promptly Buyer shall provide Seller with a written list of current Branch employees to whom Buyer will make an offer of employment, and Seller shall take such action as practicable is necessary to terminate such employees not included on such list or transfer their employment within Seller and its affiliates, in both cases effective as of the Closing Date. Each such Branch employee who accepts Buyer’s offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date) shall be a “Hired Employee” for purposes of this Agreement, effective upon the Closing Date and this date shall be referred to as the Hired Employee’s “Transfer Date.” Subject to applicable Legal Requirements, on and after the date hereof, but in any event at least five (5) days before the Closing Date, the Hired Employees shall become employees of Buyer, and Buyer shall offer employment have the right to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore dismiss any or all Hired Employees at any time, with or without cause, and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or change the terms and conditions upon which any such of their employment (including compensation and employee may be employed benefits provided to them). Each employee who is not offered employment by Buyer Buyer, or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination who fails to accept Buyer’s offer of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, an “Excluded Employee” for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees this Agreement. Nothing in this Agreement shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to give any employee benefit plans or programs any rights to claim status as a third party beneficiary of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesthis Agreement.

Employees and Employee Benefits. 7.1 Effective as of immediately prior Prior to or at the ClosingExecution, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof ------------------------------- Purchaser may offer employment to some or all employees of the Sellers, in the Purchaser's sole discretion (other than the employees listed on Schedule 5.2 ------------ attached hereto which contains a list of all employees of the Sellers whom Endeavor shall not be precluded from employing) upon such terms and conditions as shall be determined by Purchaser in its sole discretion. The Sellers will retain all of the Offshore Employees, to be effective employee benefit plans and pension plans currently maintained by such Sellers as of the Closingdate of this Agreement, and Purchaser will not assume any obligations under any such plans. As promptly as practicable The Sellers will indemnify , defend and hold harmless Purchaser (and its directors, officers, employees and affiliates) with respect to such employee benefit plans and pension plans for and against any and all claims, actions, judgments or causes of action based upon or arising out of or otherwise in respect of any such plan. All employees of the Sellers hired by Purchaser shall be given full credit for all time worked for the Sellers for purposes of determining their participation and vesting under the employee benefit plans and programs of Purchaser applicable to such employees. Unless prohibited by law, the Sellers shall provide to Purchaser all personnel records for the employees of the Sellers hired by Purchaser, including, without limitation, names, social security numbers, dates of hire, dates of birth, number of hours worked each year, and salary history. Endeavor hereby agrees not to employ, directly or indirectly, for a period of 12 months after the date hereof, but in any event at least five (5) days before the Closing Execution Date, Buyer shall offer any Key Employee to whom Purchaser has offered employment prior to a majority of Sellers’ other employees or on the Execution Date and who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who decides not to accept employment with Buyer shall be employed by Buyer on terms as to salary Purchaser; provided, however that Purchaser and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee Endeavor hereby agree that Xxxx Xxxxx may be employed by Buyer Endeavor, Purchaser or its Affiliates, and will not make any such representations, warranties, statements or communications during the third party after a period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result of six months from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Execution Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.

Employees and Employee Benefits. 7.1 Effective (a) Matria and Seller shall use all reasonable business efforts to retain the services of the Key Employees through the Closing Date and to assist and support Purchaser in hiring all Key Employees and all other employees of the Seller that Purchaser shall seek to hire as of immediately prior the Closing Date. Prior to or at the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof Purchaser may offer employment to some or all employees of the Seller other than the employees listed on Schedule 5.3 attached hereto, in the Purchaser's sole discretion, upon such terms and conditions as shall be determined by Purchaser in its sole discretion. The Seller will retain all of the Offshore Employees, to be effective Benefit Plans currently maintained by the Seller as of the Closingdate of this Agreement, and Purchaser will not assume any obligations under any such plans. As promptly as practicable Matria and Seller will indemnify, defend and hold harmless Purchaser (and its directors, officers, employees and affiliates) with respect to such Benefit Plans for and against any and all claims, actions, judgments or causes of action based upon or arising out of or otherwise in respect of any such plan. All employees of the Seller hired by Purchaser shall be given full credit for all time worked for the Seller for purposes of determining their participation and vesting under the employee benefit plans and programs of Purchaser applicable to such employees. Unless prohibited by law, the Seller shall provide to Purchaser all personnel records for the employees of the Seller hired by Purchaser, including, without limitation, names, social security numbers, dates of hire, dates of birth, number of hours worked each year, and salary history. Matria and Seller hereby agrees not to employ, directly or indirectly, for a period of 12 months after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers Seller to whom Purchaser has offered employment prior to or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm who decides not to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, accept employment with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesPurchaser.

Employees and Employee Benefits. 7.1 Effective as Schedule 3.12 contains a complete list of immediately prior to the Closingnames, Sellers will terminate the employment positions, and current annual salaries or wage rates, and all bonus and other compensation arrangements of any kind, of all full-time and part-time employees or officers of Seller, specifying their offshore employees who are compensated on either a hourly names, titles, full or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after part-time status, and aggregate compensation payable to each, by means of wages, salaries, bonuses, or otherwise, between the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before this Asset Purchase Agreement and the Closing Date, Buyer shall offer as evidenced by W-2 forms or 1099 forms over the lesser of: (a) the twelve (12) months preceding the date of this Asset Purchase Agreement, or (b) the period of each persons employment, contractual, or fiduciary relationship with Seller. Except as set forth in Schedule 3.12, no physician employed or otherwise engaged by Seller, on a full- time or part-time basis, has informed Seller of his or her intention to terminate such employment or engagement, and Seller has no actual knowledge, directly or indirectly, that any such physician intends to a majority terminate such employment or engagement. All employees of Sellers’ other employees Seller who are listed to be hired by Purchaser (as indicated on Exhibit G attached hereto (“Other Employees”). All Schedule 3.12) will be properly terminated by Seller and all personnel related liabilities and contracts of the Offshore Employees and Other Employees who accept employment with Buyer shall be employed by Buyer on terms Seller as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and such persons will make no other representation be satisfied or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee terminated as of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers In connection therewith, Seller shall pay fully pay, prior to the Closing and subject to any bankruptcy court order (assuming the Closing occurs on the date set forth in full all compensationSection 7.1) with respect to such employees of Seller who are to be hired by Purchaser, bonusesthe aggregate amount of: (a) accrued vacation and sick leave pay, (b) employer contributions accrued severanceor committed under each pension, profit-sharing, medical, dental, life insurance or retirement plan or similar arrangement (provided that, with the consent of Purchaser, which shall be held harmless from liability by Seller, these amounts may be paid on the date on which such contributions would be due in the absence of this Asset Purchase Agreement), and (c) any other payments that accrued benefits to such persons who have terminated as of the Closing Date may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees be entitled, as accrued up to and including the Closing DateClosing. Sellers shall provide Buyer Seller was not a list of those employees terminated party to or bound by Sellers on any collective bargaining agreement or before any other agreement with a labor union and there has been no effort by any labor union during the twenty-four (24) months prior to the Closing Date and shall confirm to Buyer in writing organize any employees of Seller into one or more collective bargaining units. There has been no strike, walkout or work stoppage involving any of the communication employees of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related Seller during the twenty-four (24) months prior to the termination by Buyer or Buyer’s designee date of any former employee of Seller who Closing. There is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Datenot pending or, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employeesbest knowledge, for purposes of determining employee benefitsthreatened, including health insurance and benefit plans of every kindany labor dispute, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, strike or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans work stoppage which affects or programs of which may affect Seller or which may interfere with its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined continued operation in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesmanner.

Employees and Employee Benefits. 7.1 Effective as (a) Commencing on the Closing Date, Seller shall terminate all employees of immediately prior to the Closing, Sellers will terminate the employment of all of their offshore employees Business who are compensated actively at work on either a hourly the Closing Date. On or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority employ as of Sellers’ other the Closing Date each of the employees of Seller and its Subsidiaries who are listed on Exhibit G attached hereto (“Other Employees”). All of exclusively employed with respect to the Offshore Employees Business in positions, at compensation, with benefits and Other Employees who accept employment with Buyer shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the upon terms and conditions upon which any are no less favorable to the employees in the aggregate than the position, compensation, benefits, terms and conditions in effect with respect to such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending employees on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severanceEach such Person who is employed by Buyer pursuant to this Section 8.1 is hereinafter referred to individually as a “Hired Employee” and collectively as the “Hired Employees”. Buyer agrees to, and other payments agrees to cause the Acquired Entities, to provide each Hired Employee and each employee of the Acquired Entities for a period of not less than one year following the Closing Date with employee benefit plans, programs and arrangements that may result from are no less favorable in the termination of employment aggregate to such Hired Employees and employees than the employee benefits plans, programs and arrangements maintained by Sellers of any employee(s) of Sellers Seller and any compensation due its Affiliates for such Hired Employees and employees up in effect immediately prior to and including the Closing Date. Sellers shall provide In the event Buyer a list elects to have any such Hired Employees or employees receive coverage under any employee benefits plan, program or arrangement of those employees terminated by Sellers on Buyer, each such Hired Employee or before the Closing Date and shall confirm to employee will be credited with service with Buyer in writing the communication and/or any of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, Subsidiaries for purposes of determining employee benefits, including health insurance eligibility and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesvesting.

Employees and Employee Benefits. 7.1 Effective Schedule 6.1 contains a list of one hundred sixty-nine (169) in-scope employees (the “Preliminary List”) employed by Seller as of immediately prior to the ClosingEffective Date in connection with the Transferred Assets, Sellers will terminate the employment of all of their offshore Transferred IP and the Customer Contracts (including active employees and employees who are compensated on either a hourly leave of absence or day rate basis sick leave) (the “Offshore In-scope Employees”). The Preliminary List includes a unique identifier for each employee on the list. Following the Effective Date, Seller and Buyer, upon mutual good faith agreement, will update the Preliminary List with a final listing of In-scope Employees (“Final List”). In the event that Seller is prohibited from providing Buyer hereby with the name of any In-scope Employee as a result of applicable Laws relating to the safeguarding of data privacy, Seller shall include a serial number for such In-scope Employee instead of a name and shall update Schedule 6.1 following the Effective Date to add such In-scope Employee’s name in accordance with applicable Law. This Final List shall be updated prior to the Closing to reflect changes, if any, mutually agreed in good faith by Buyer and Seller between the Effective Date and the Closing Date. Buyer agrees that it will as promptly as practicable after the date hereof offer Buyer or a local Buyer Affiliate shall make offers of employment to all no more than one hundred sixty-four (164) of the Offshore Employees, In-scope Employees at least ten (10) days prior to the Transfer Date to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date. Such offers of employment shall be for terms and conditions of employment as set forth in Section 6.2; provided, Buyer shall offer employment to a majority that, in furtherance of Sellers’ other employees the foregoing, for the Transferred Employees who are listed on Exhibit G attached hereto not resident in the United States, (“Other i) the same methodology and approach to establish terms and conditions of employment for U.S. payrolled Transferred Employees will be utilized by Buyer for non-U.S. payrolled Transferred Employees”); and (ii) benefits provided will be materially the same as the benefits previously disclosed to Buyer. All of the Offshore Employees and Other The In-Scope Employees who accept employment with Buyer such offers (the “Transferred Employees”) shall be employed by Buyer on terms as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or a local Buyer Affiliate in accordance with the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Dateset forth in this Article VI. Sellers Seller shall pay in full all compensation, bonuses, accrued severance, compensation or other money due to the Transferred Employees with respect to their employment and other payments that may result from the termination resignation of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to with Seller through and including the Closing Date. Sellers shall provide Buyer a list , including in any event, and to the extent applicable, any sale bonuses, severance, change in control benefits, other bonuses, commissions, accrued but unused vacation time, accrued but unused variable pay, and all other amounts required to be paid to such employees pursuant to applicable law, agreements, policies or awards of those employees terminated by Sellers on or before Seller through the Closing Date or as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements. Notwithstanding the foregoing, amounts commenurate with accrued but unused vaction time for Transferred Employees accrued during calendar year 2016 shall confirm be paid to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide reflect such Transferred Employees’ balance of accrued but unused vaction time accordingly. To the extent not included on Schedule 6.2(a), Seller has otherwise provided to employees of Sellers hired by Buyer the seniority such persons had as Sellerinformation required for Buyer to comply with its obligations under Section 6.2, including each In-scope Employee’s employeesposition, for purposes of determining location, salary and bonus opportunities, other employee benefits, including health insurance date of hire and benefit plans periods of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period employment prior to participation, if allowed employment by applicable laws and regulations. Neither Buyer nor its designee is, Seller that are recognized by Seller (i.e. details of credit for prior service or shall be simply a deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs start date of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesservice for this purpose).

Employees and Employee Benefits. 7.1 Effective as of immediately prior (a) Prior to the Closing, Sellers Buyer may, in its sole discretion, offer to employ any Business Employee (as defined in Section 3.14(b)) on an at-will terminate basis and pursuant to the terms of the offer presented by Buyer, which may vary from the terms of employment with Seller. If requested by Seller, Buyer shall provide Seller with such information relating to the terms of all Buyer’s offer of their offshore employees who are compensated on either a hourly employment to the Eligible Employees as is reasonably necessary to allow Seller to determine whether or day rate basis not the Eligible Employees may be entitled to severance benefits from Seller. Buyer shall communicate in writing to Seller as soon as practicable the names of those Business Employees to whom Buyer determines it will not make offers of employment. Buyer shall finalize its list of Business Employees to which it will make offers of employment (the “Offshore Eligible Employees”)) and communicate that list to Seller no later than the earlier to occur of: (i) Closing or (ii) the forty-fifth day after the date of this Agreement. When the Buyer hereby agrees communicates to Seller in writing that it will as promptly as practicable after the date hereof not offer employment to all of the Offshore Employeesan Eligible Employee, such person shall cease to be effective as an Eligible Employee but shall continue to be a Business Employee. Buyer shall make good faith offers of the Closing. As promptly as practicable after the date hereof, but in any event employment to at least five (5) days before 300 Business Employees. Such Eligible Employees who become employees of Buyer following the Closing Dateare referred to herein as the “Affected Employees.” Prior to Closing, Seller Group shall provide Buyer shall offer employment with a list of all independent contractors currently providing services primarily related to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”)the Business. All of the Offshore Employees and Other Employees who accept employment with Buyer Seller Group shall be employed by Buyer on terms responsible, except as to salary otherwise specifically provided herein, for all obligations and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee Employment Liabilities of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees Business Employees up to and including the Closing Date, including any severance payments of such employees arising in connection with the termination of their employment with the Seller Group, the Ancillary Agreements and any Employment Liabilities. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee Seller Group shall be responsible for all obligations to and Employment Liabilities of all Business Employees up to and following the Closing, except for Affected Employees, with respect to whom Seller Group shall assume any be responsible for all obligations and all costs, obligations or liabilities directly related Employment Liabilities up to the termination by Closing. Following the Closing, the Affected Employees shall become participants in the employee benefit plans of Buyer or as the Affected Employees become eligible to participate in such plans pursuant to their terms. For purposes of this Agreement, Buyer’s designee employee benefit plans include, but are not limited to, all “employee benefit plans” within the meaning of any former Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and employee fringe benefit programs of Buyer. Seller who is hired by Buyer or Group shall use commercially reasonable efforts, upon Buyer’s designee request, and at Buyer’s expense to assist in the transition of Affected Employees to Buyer. From and after the Closing, Seller Group shall (i) sponsor, (ii) assume or (iii) retain, as the case may be, and be solely responsible for all Employment Liabilities whether incurred before, on or after the Closing DateClosing. After As soon as practicable following the Closing Date, Seller Group shall provide Buyer with such documents as Buyer shall provide reasonably request to employees assure itself that the accounts of Sellers hired by the Affected Employees under the 3Com Corporation 401(k) Plan (“Seller Savings Plan”) if distributed to such Affected Employees, would be eligible rollover distributions and with such documents and other information as Buyer shall reasonably request to assure itself that the seniority such persons had Seller Savings Plan and the trust established pursuant thereto are qualified and tax-exempt under Sections 401(a) and 501(a) of the Code. Effective as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior each Affected Employee who was a participant in the Seller Savings Plan shall cease to participationhave any contributions made on his or her behalf, if allowed by applicable laws and regulationsexcept for contributions attributable to compensation earned on or before such date under such Seller Savings Plan. Neither Buyer nor its designee is, or Each Affected Employee who is a participant in a Seller Savings Plan shall be deemed given the opportunity to be“roll over” such account balance by way of an eligible rollover distribution to the UTStarcom, a successor employer Inc. 401(k) Plan (the “Buyer 401(k) Plan”), subject to Sellers the approval of the administrator of the Buyer 401(k) Plan and in accordance with respect to any employee benefit plans or programs the provisions of Seller or its Affiliates, such Plan and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.applicable

Employees and Employee Benefits. 7.1 Effective as (a) As of immediately prior to the Closing, Sellers the Buyer will offer to employ all of the Branch Office employees set forth on Exhibit “M” hereto which is fully incorporated herein. Those employees who become employees of Buyer shall be referred to herein as “Transferred Employees.” Transferred Employees shall be given the same benefits and right to benefits as Buyer’s other employees depending on their status as full time or part time and classification as to exempt or non-exempt. Nothing in this Agreement shall confer upon any Transferred Employee any right with respect to continued employment with the Buyer, nor shall anything herein limit or interfere with the Buyer’s right to terminate the employment of all any Transferred Employee at any time (subject to applicable law), with or without cause or notice, or restrict the Buyer in the exercise of their offshore employees who are compensated on either a hourly independent business judgment in modifying any terms or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer conditions of employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable Transferred Employees on and after the date hereof, but in any event at least five (5) days before the Closing Date, except to the extent Buyer has entered into binding employment agreements with certain of the employees. Prior to employment, Buyer may conduct criminal and financial background checks in accordance with Buyer’s policies. Employment of any individual may be contingent on an employee agreeing to allow the background check and clearing same in accordance with Buyer’s policies. (b) Following the Closing, with respect to any Plans established or maintained by the Buyer in which any Transferred Employee may be eligible to participate after the Closing (the “New Plans”), each of the Transferred Employees shall be credited with the same amount of service as was credited by the Selling Companies as of the Closing under similar or comparable Plans (including for purposes of determining eligibility to participate, waiting and notice periods for participation, vesting, and benefit accrual) maintained by the Selling Companies; provided that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit. Notwithstanding the foregoing sentence, none of the provisions contained herein shall operate to require coverage of any Transferred Employee under any benefit plan of the Buyer not otherwise available under the terms of such plan. (c) Selling Companies and Buyer agree that Buyer shall offer employment accept responsibility for the Transferred Employees’ vacation obligations owed by Seller to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”)the Transferred Employees after Closing. All Buyer explicitly consents to the assumption of the Offshore Employees and Other Employees who liability for the accrued but unused vacation balances as of Closing Date of the transaction, in lieu of Seller paying out vacation upon the Transferred Employees’ termination from Seller. Seller will issue payment to Buyer for the Transferred Employees’ accrued but unused vacation balances within 15 days of Closing. Any transferred vacation balances for employees that elect not to accept employment with Buyer shall be employed by Buyer on terms as accounted for in the True-Up, pursuant to salary and insurance benefits substantially equivalent to those presently provided by SellersSection 2.5. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees Transferred Employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Datestandard paid time off and sick time pursuant to Buyer’s plans and policies. In the event that any Transferred Employee is currently entitled to a higher annual vacation accrual under the plan offered by the applicable Selling Company than currently offered pursuant to the Buyer’s plan, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither the Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers honor the higher annual vacation accrual with respect to such Transferred Employee to the extent permitted by applicable Law. (d) No assets or Liabilities of any employee benefit plans Plan will be transferred to the Buyer or programs any Affiliate of Seller or the Buyer, provided that Buyer shall allow its Affiliatesretirement plan, if any, to accept a “direct rollover” of the account balances of the Transferred Employees, if such rollover is elected in accordance with applicable Law and plan terms by any such Transferred Employee, including any 401(k) loan. (e) Selling Companies shall, and no plan shall cause their respective Affiliates to, provide to the Buyer on or program adopted or maintained by Buyer or its designee after prior to the Closing Date is certain Employee Personal Data relating to the Transferred Employees, as allowed by law. (f) Selling Companies will pay the Transferred Employees all sums owed or shall be deemed to be claimed by the Transferred Employees through August 31, 2020 for salaries, bonuses and variable compensation, 16 | P a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliates.g e

Employees and Employee Benefits. 7.1 Effective (a) All of the Employees will be available for hiring by Buyer pursuant to the provisions of this Section 10.1. Seller will provide Buyer (i) reasonable access to Personnel Records relating to the Employees, and (ii) reasonable access to the Facilities for the purpose of allowing Buyer to interview any Employees that Buyer desires to interview. Buyer shall make offers of employment to all of the Employees at a base salary for each such Employee equal to or greater than the base salary paid to such Employee by Seller as of the effective date of this Agreement, and shall not terminate the employment of any Hired Employee (as defined below) except for cause for a period of sixty (60) days following the Closing Date. Buyer will promptly provide Seller a list of Employees to whom Buyer has made an offer of employment that has been accepted to be effective on or after the Closing Date (the "Hired Employees"). Effective immediately prior to before the ClosingClosing Date, Sellers will Seller shall terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore such Hired Employees and Other shall release such Hired Employees who accept employment from the provisions of any restrictive covenants and/or agreements with Seller with respect to Buyer shall be employed by Buyer on terms so as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention enable Buyer to employ such individuals. Seller shall not solicit the employment of, or attempt to retain, any employee of Sellers or Employee; provided, however, that Seller may solicit the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller Employee who is hired by not a Hired Employee. In the event Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees breaches any of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate its obligations set forth in all employee benefits (including health insurancethis Section 10.1(a) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans Employee, the maximum liability of Buyer to Seller hereunder shall be the amount of Seller's liability to such Employee under Seller's Severance Plan Document dated November 15, 1999 (the "Severance Plan"). Except for the requirement to offer employment to the Employees at the same or programs greater base salary, nothing contained in this Section 10.1(a) shall require Buyer's offer of Seller employment to be on similar terms or its Affiliatesconditions as that Employee enjoyed with Seller, and no plan or program adopted or maintained by Buyer or its designee after shall have discretion regarding all other terms and conditions of employment, including but not limited to employee benefits with respect to the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesHired Employees.

Employees and Employee Benefits. 7.1 Effective as of immediately prior to 6.1 Employment with the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis Purchaser. Purchaser shall within five (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable 5) business days after the date hereof offer employment unconditionally to all those employees of the Offshore Business of each Seller listed on Exhibit A6.1, with respect to Avionics, and Exhibit B6.1, with respect to AES (the "Employees") who are employed by the respective Seller on the applicable Closing Date, to be effective including any Employee who is on an approved leave of absence as of the Closingdescribed on each such Exhibit. As promptly as practicable after the date hereof, but in any event Employees shall have at least five (5) business days before to consider the Closing Date, Buyer shall offer employment offers made to a majority of Sellers’ other employees who are listed on Exhibit G attached hereto (“Other Employees”)them. All of the Offshore Employees and Other Employees who accept Purchaser's offer of employment (the "Transferred Employees") shall become employees of the Purchaser effective on the applicable Closing Date or on their date of return to work from the approved leave of absence, as the case may be, and shall no longer be employees of either of the Sellers or their parent or affiliated entities. Commencing upon the applicable date of employment of each Transferred Employee, Purchaser shall have sole responsibility for the payment of all wages, overtime, sick pay, taxes, withholdings, and employee benefits with respect to the Transferred Employees. Notwithstanding the previous sentence, Transferred Employees shall continue to be covered by Sellers' medical and dental plans through August 31, 1997 at Sellers' cost. Nothing contained in this Agreement shall be construed as a guaranty to Purchaser that any number of the Employees will accept offers of employment with Buyer shall be employed by Buyer on terms Purchaser or as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other a representation or warranty regarding the skill level or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers performance of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesEmployees.

Employees and Employee Benefits. 7.1 Effective as of immediately prior (a) Prior to or at the Closing, Sellers will terminate the employment of all of their offshore employees who are compensated on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all of the Offshore Employees, to be effective as of the Closing. As promptly as practicable after the date hereof, but in any event at least five (5) days before the Closing Date, Buyer shall offer employment to a majority the employees of Sellers’ Sellers set forth on Schedule 7.3(a)(i) (as such schedule may be revised by Buyer from time to time upon notice to Seller, at any time prior to the Closing Date). Sellers shall use all reasonable business efforts to retain the services of those employees listed on Schedule 7.3(a)(i) through the Closing Date and to assist and support Buyer in hiring all of those employees listed on Schedule 7.3(a)(i) and all other employees who are listed on Exhibit G attached hereto (“Other Employees”). All of the Offshore Employees and Other Employees who accept employment with Sellers that Buyer shall be employed by Buyer on terms notifies Sellers that it wishes to hire as to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Prior to or at the Closing, Buyer may offer employment to some or all employees of the Sellers, in the Buyer’s sole discretion, upon such terms and conditions as shall be determined by Buyer in its sole discretion subject to paragraph (c) below. Except as set forth on Schedule 7.3(a)(ii), Sellers shall pay in full will retain all compensation, bonuses, accrued severanceof the Seller Benefit Plans currently maintained by Sellers as of the date of this Agreement, and other payments that may result from Buyer will not assume any obligations under the termination Seller Benefit Plans. Sellers will indemnify, defend and hold harmless Buyer (and its directors, officers, employees and affiliates) with respect to such Seller Benefit Plans for and against any and all claims, actions, judgments or causes of employment by Sellers action based upon or arising out of or otherwise in respect of any employee(s) of Sellers and any compensation due such employees up to and including the Closing Dateplan. Unless prohibited by law, Sellers shall provide Buyer a list of those employees terminated by Sellers on or before the Closing Date and shall confirm to Buyer in writing all personnel records for the communication of said terminations. Buyer or its designee shall be responsible for and shall assume any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or after the Closing Date. After the Closing Date, Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employeesBuyer, including, without limitation, names, social security numbers, dates of hire, dates of birth, number of hours worked each year, and salary history. Except for those employees listed on Schedule 7.3(a)(iii), Sellers hereby agree not to employ, directly or indirectly, for purposes a period of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits twelve (including health insurance12) immediately upon months after the Closing Date, with no waiting period any employee of Sellers to whom Buyer has offered employment prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed to be, a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after on the Closing Date is or shall be deemed and who decides not to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their Affiliatesaccept employment with Purchaser.

Employees and Employee Benefits. 7.1 Effective as of immediately (a) Immediately prior to the Closing, Sellers will each Seller shall terminate the employment of all each Transferred Employee. As soon as possible, but no later than February 7, 2018, Buyer will offer to employ (on an “at will” basis, to the extent permitted by Law, and subject to the execution by such Employee of their offshore employees who are compensated a Rollover Consent as contemplated by Section 6.3(c)) each Employee set forth on either a hourly or day rate basis (“Offshore Employees”). Buyer hereby agrees that it will as promptly as practicable after the date hereof offer employment to all Section 6.3(a) of the Offshore Employees, Disclosure Schedules on terms and conditions provided to be effective as of the Closing. As promptly as practicable after Sellers prior to the date hereof, but in any event at least five effective on the first (51st) days before calendar day following the Closing Date or, with respect to Employees on approved leave as of the Closing Date, effective upon the completion of such approved leave; provided that such leave does not extend for more than ninety (90) days (counting periods both before and after Closing). Rentech and each Seller shall use commercially reasonable efforts to assist Buyer in its efforts to hire the Employees; provided, however, that prior to the Closing, Buyer shall offer employment not issue any communication to a majority of Sellers’ other employees who are listed any Employee without the prior notice to Rentech and an opportunity for Rentech to review and comment on Exhibit G attached hereto (“Other Employees”)such communication prior to its issuance to any Employee. All of the Offshore Employees and Other The Employees who accept Buyer’s offer of employment and commence employment with Buyer shall be employed by referred to herein as “Transferred Employees”. On the Closing Date, Rentech and/or Sellers shall provide Buyer with an up-to-date list of all Employees who, as of the Closing Date, are on terms as a leave of absence. Subject to salary and insurance benefits substantially equivalent to those presently provided by Sellers. Sellers have made and will make no other representation or warranty or any other statement or communication regarding Buyer’s right, ability, plan or intention to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates, and will not make any such representations, warranties, statements or communications during the period beginning on the date hereof and ending on the Closing Date. Sellers shall pay in full all compensation, bonuses, accrued severance, and other payments that may result from the termination of employment by Sellers of any employee(s) applicable Contract, nothing herein shall be construed to prevent Buyer from terminating the employment of Sellers and any compensation due such employees up to and including the Closing Date. Sellers shall provide Buyer a list of those employees terminated by Sellers on or before Transferred Employees at any time after the Closing Date and shall confirm to Buyer for any reason or no reason at all or from amending or terminating any benefit plan in writing which the communication of said terminations. Buyer or its designee shall be responsible for and shall assume Transferred Employees participate at any and all costs, obligations or liabilities directly related to the termination by Buyer or Buyer’s designee of any former employee of Seller who is hired by Buyer or Buyer’s designee on or time after the Closing Date. After Effective as of the Closing DateClosing, Rentech and the Sellers shall transfer to Buyer, and Buyer shall provide to employees of Sellers hired by Buyer the seniority such persons had as Seller’s employees, for purposes of determining employee benefits, including health insurance and benefit plans of every kind, and such newly hired employees shall be entitled to participate in all employee benefits assume (including health insurance) immediately upon the Closing Date, with no waiting period prior to participation, if allowed by applicable laws and regulations. Neither Buyer nor its designee is, or shall be deemed cause one of its Affiliates to beassume), a successor employer to Sellers with respect to any employee benefit plans or programs of Seller or its Affiliates, and no plan or program adopted or maintained by Buyer or its designee after the Closing Date is or shall be deemed to be a “successor plan,” as such term is defined in ERISA or the Code, of any such plan or benefit program of Sellers or their AffiliatesAssumed Plans.