Common use of Employees of the Business Clause in Contracts

Employees of the Business. (a) Not later than the second Business Day prior to the Closing Date, Buyer shall, subject to the Closing of the Contemplated Transactions, offer employment with the Company, commencing on the Closing Date, to all of the Business Employees. Any such offer shall be made at salaries, pro rated bonus incentive opportunities and wages no less than those currently being paid or made available by Seller, which employment, if accepted, shall become effective as of the Closing Date. Any Business Employee who accepts any such offer of employment is referred to in this Agreement as a “Hired Employee.” To the extent that any Hired Employee receives a portion of his pro rated bonus for 2010 from Seller, such amount shall be credited to Buyer when determining the bonus incentive for such Hired Employee. For a period of two years following the Closing, Buyer shall provide to each Hired Employee who shall remain at the Company, employee benefits programs that are available to employees of Buyer in similarly situated positions. Seller shall not continue to employ any Hired Employee who resigns from employment with Seller and who begins employment with Buyer effective as of the Closing Date. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, if (i) any Hired Employee now employed in the Seller’s New York office is terminated by Buyer or any Affiliate thereof after the Closing and prior to the first anniversary of the Closing Date, Buyer shall pay to such Hired Employee within ten (10) days of such termination, severance amounts and benefits equivalent to those that Schedule 8.5 indicates Seller would have paid to such Hired Employee in connection with the loss of such Hired Employee’s employment as a result of the Contemplated Transactions (the “Severance Provision”); provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such New York office, as indicated in Schedule 8.5; and (ii) if any Hired Employee now employed in the Parent’s Cincinnati office is terminated by Buyer or any Affiliate thereof after the Closing and (x) prior to the 181st day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in the full amount of the Severance Provision, or (y) after the 181st day and prior to the 366th day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in an amount equal to fifty percent (50%) of the Severance Provision; provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such Cincinnati office, as indicated in Schedule 8.5, and Seller shall reimburse Buyer in accordance with clauses (x) and (y) above if Buyer pays the Severance Provision under any such agreement. Buyer and, after the Closing Date, the Company shall not have any obligation or liability of any kind with respect to any Business Employee or Hired Employee for the period prior to the Closing Date including, without limitation, accrued compensation and bonus. Schedule 8.5 sets forth a list of all severance agreements between Seller and each individual Business Employee.

Employees of the Business. (a) Not later than (i) At or immediately prior to Closing, Buyer will make offers of employment to the second Business Day Specified Employees (such employees who accept the terms and conditions of such offer and who are to be employed by Buyer are hereinafter collectively referred to as “Hired Employees”). Buyer may in its sole discretion, but Buyer shall not be obligated to, make offers of employment to the employees of Seller who are set forth on Schedule 6.05(a)(i)(a) at the conclusion of the provision of services by such employees under the Transition Services Agreement (such employees who are offered employment by Buyer and who accept the terms and conditions of such offer and who are to be employed by Buyer are hereinafter collectively referred to as “Post-Transition Employees”). Except for the Hired Employees listed on Schedule 6.05(a)(i)(b) and Post-Transition Employees listed on Schedule 6.05(a)(i)(b) (collectively, the “Temporarily Retained Employees”), Seller will terminate the employment of (x) all employees who become Hired Employees, effective immediately prior to the Closing Date, Buyer shall, subject to the Closing of the Contemplated Transactions, offer employment with the Company, commencing on the Closing Date, to all of the Business Employees. Any such offer shall be made at salaries, pro rated bonus incentive opportunities and wages no less than those currently being paid or made available by Seller, which employment, if accepted, shall become effective as of the Closing Date. Any Business Employee who accepts any such offer of employment is referred to in this Agreement as a “Hired Employee.” To the extent that any Hired Employee receives a portion of his pro rated bonus for 2010 from Seller, such amount shall be credited to Buyer when determining the bonus incentive for such Hired Employee. For a period of two years following the Closing, Buyer shall provide to each Hired Employee who shall remain at the Company, employee benefits programs that are available to employees of Buyer in similarly situated positions. Seller shall not continue to employ any Hired Employee who resigns from employment with Seller and who begins employment with Buyer effective as of the Closing Date. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, if (i) any Hired Employee now employed in the Seller’s New York office is terminated by Buyer or any Affiliate thereof after the Closing and prior to the first anniversary of the Closing Date, Buyer shall pay to such Hired Employee within ten (10) days of such termination, severance amounts and benefits equivalent to those that Schedule 8.5 indicates Seller would have paid to such Hired Employee in connection with the loss of such Hired Employee’s employment as a result of the Contemplated Transactions (the “Severance Provision”); provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such New York office, as indicated in Schedule 8.5; and (ii) if any Hired Employee now employed in the Parent’s Cincinnati office is terminated by Buyer or any Affiliate thereof after the Closing and (x) prior to the 181st day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in the full amount of the Severance Provision, or (y) after the 181st day and prior to the 366th day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in an amount equal to fifty percent (50%) of the Severance Provision; provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such Cincinnati office, as indicated in Schedule 8.5, and Seller shall reimburse Buyer in accordance with clauses (x) and (y) above if all employees who become Post-Transition Employees as of the conclusion of the provision of services under the Transition Services Agreement. Subject to Section 6.05(f), at Buyer’s discretion, Buyer pays will establish the Severance Provision initial terms and conditions of employment for all Hired Employees and Post-Transition Employees. Without limiting Seller’s obligations under any such agreement. Buyer and, after the Closing Date, the Company shall not have any obligation or liability of any kind Section 2.04(b) with respect to the Retained Employee, Seller will remain solely responsible for all employees of Seller who are not Hired Employees, Post-Transition Employees or Acquired Subsidiary Employees (as defined below), including any Business Employee or Hired Employee for the period prior to the Closing Date includingemployees (other than Acquired Subsidiary Employees) who are not listed on Schedule 6.05(a)(i), without limitation, accrued compensation and bonus. Schedule 8.5 sets forth a list of all severance agreements between Seller claims and each individual Business EmployeeLiabilities related thereto.

Employees of the Business. (a) Not later than the second Business Day prior Employment Offers. Buyer shall make written offers of employment to the Closing Date, Buyer shall, subject to the Closing of the Contemplated Transactions, offer employment with the Company, commencing on the Closing Date, to all of the Business Employees. Any such offer shall be made at salaries, pro rated bonus incentive opportunities and wages no less than those currently being paid or made available by Seller, which employment, if accepted, shall become effective as of the Closing Date to all CM Business Employees who are not employed by a Transferred Subsidiary not later than five days prior to the Closing Date and such offers of employment shall provide that the base pay (which shall not include any bonus amounts) to be provided to each such CM Business Employee shall be substantially similar (and in no event less than 75% of) to such CM Business Employee's base pay (which shall not include any bonus amounts) on the Closing Date. Any Buyer shall cause each CM Business Employee employed by a Transferred Subsidiary immediately prior to the Closing Date to continue his or her employment with a Transferred Subsidiary with a term and condition of such continued employment being that his or her rate of base pay must be substantially similar to (and in no event less than 75% of) the base pay being paid to such CM Business Employee immediately prior to the Closing. CM Business Employees who accepts any accept such offer offers of employment is referred to in this Agreement as a “Hired Employee.” To the extent that any Hired Employee receives a portion of his pro rated bonus for 2010 from SellerBuyer, such amount shall be credited to Buyer when determining the bonus incentive for such Hired Employee. For a period of two years following the Closing, Buyer shall provide to each Hired Employee or who shall remain at the Company, employee benefits programs that are available to employees of Buyer in similarly situated positions. Seller shall not continue to employ be employed by any Hired Employee who resigns from employment with Seller and who begins employment with Buyer effective Transferred Subsidiary as of the Closing Date, are hereinafter referred to as "Buyer Employees" and their employment with Buyer shall continue or, as applicable, commence on the Closing Date. Notwithstanding anything Seller makes no representation as to whether the contrary in the foregoing CM Business Employees will accept employment with Buyer. It is understood that Buyer's expressed intention to extend offers of employment or elsewhere continued employment as set forth in this AgreementSection 5.5 shall not constitute any commitment, if Contract or understanding (iexpressed or implied) of any Hired Employee now employed obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than in respect of the Seller’s New York office is terminated rate of base pay required by Buyer the first sentence of this Section 5.5(a) or any Affiliate thereof after the provisions of Sections 5.5(f), (g) and (h); provided that, from the Closing and prior to Date through the first anniversary of the Closing Date, (i) Buyer shall pay provide, or shall cause to such Hired Employee within ten (10) days of such terminationbe provided, severance amounts to Buyer Employees who remain employed with Buyer, as a group, compensation and benefits equivalent that are no less favorable in the aggregate than those provided to those that Schedule 8.5 indicates Seller would have paid to such Hired Employee in connection with the loss similarly situated employees of such Hired Employee’s employment as a result of the Contemplated Transactions (the “Severance Provision”); provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such New York office, as indicated in Schedule 8.5; and (ii) if Buyer may not reduce the base pay of any Hired Buyer Employee now who remains employed in with Buyer from the Parent’s Cincinnati office base pay required by the first sentence of this Section 5.5(a). Employment offered by Buyer is "at will" and such employment may be terminated by Buyer or by an employee at any Affiliate thereof time for any reason (subject to any written commitments to the contrary made by Buyer or an employee and legal requirements). Subject to the proviso in the second preceding sentence, nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Buyer Employees after the Closing and (x) prior or to change adversely or favorably the 181st day title, powers, duties, responsibilities, functions locations, salaries, other compensation or terms or conditions of employment of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in the full amount of the Severance Provision, or (y) after the 181st day and prior to the 366th day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in an amount equal to fifty percent (50%) of the Severance Provision; provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such Cincinnati office, as indicated in Schedule 8.5, and Seller shall reimburse Buyer in accordance with clauses (x) and (y) above if Buyer pays the Severance Provision under any such agreement. Buyer and, after the Closing Date, the Company shall not have any obligation or liability of any kind with respect to any Business Employee or Hired Employee for the period prior to the Closing Date including, without limitation, accrued compensation and bonus. Schedule 8.5 sets forth a list of all severance agreements between Seller and each individual Business Employeeemployees.