Common use of Employees Clause in Contracts

Employees. (a) At least forty-five (45) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At least forty-five (45) days Buyer shall offer employment, commencing as of the Closing, to all Palisades Employees and Big Rock ISFSI Employees employed immediately prior to the Closing, which Palisades Employees and Big Rock ISFSI Employees are set forth on Schedule 6.10(a), as amended between the Effective Date and the Closing DateDate to reflect any changes in the identities of work force personnel. Notwithstanding the foregoing any individual who is absent from service due to illness, Seller leave of absence, military service or otherwise on the Closing Date shall provide not be considered a Palisades Employee or a Big Rock ISFSI Employee (and shall not be entitled to any wages, compensation, or benefits from Buyer) unless or until such individual returns to work and is actively employed by Buyer no later than fifty-two (52) weeks from the date his/her leave began or such later date as required by Law or the Collective Bargaining Agreement, in which case any wages, compensation, or benefits eligibility shall be prospective only, from the date of such individual's active employment with an up-to-date list of EmployeesBuyer. Buyer agrees that it shall make an Each offer of employment made by Buyer to a Palisades Employee or a Big Rock ISFSI Employee shall be consistent with the standard hiring practices and employment prerequisites of Buyer (applied consistent with Buyer's past practices), and to the receipt by Buyer of confirmation from Seller or NMC that such individual (i) those Employees whois currently performing and is qualified, on licensed, certified, or trained in accordance with any applicable requirement of Governmental Authority to perform the Closing Date, are actively at work duties and responsibilities of his or on temporary leave for purposes of jury her current job assignment or annual two-week national service/military duty, on vacation the position to be offered to him or on a regularly scheduled day off from work (“Eligible Employees”), her by Buyer; and (ii) to those Employees whohas the appropriate nuclear power plant access authorization. At the Closing, on Buyer shall assume the Closing Date, are on maternity Collective Bargaining Agreement and shall assume all of Seller's or paternity leave, military leave with veterans reemployment rights under federal law, leave NMC's obligations under the Family Medical Leave Act Collective Bargaining Agreement with respect to each Bargaining Unit Transferred Employee as of 1993the date he or she commences employment with Buyer, including the provision of retirement and insurance benefits, for the remainder of the term of the Collective Bargaining Agreement. For purposes of this Section 6.10, Buyer shall include any Affiliate of Buyer which offers employment to Palisades Employees or long-term Big Rock ISFSI Employees. Buyer does not assume any Liability under the Collective Bargaining Agreement or short-term disability otherwise with respect to any Palisades Employee unless and until he or medical leave (“Leave Employees”); provided, however, that she becomes a Transferred Employee. Buyer's agreement to offer employment to the Palisades Employees and Big Rock ISFSI Employees under this Section 6.10(a) shall not constitute an employment agreement or contract with any offer of employment toPalisades Employee or Big Rock ISFSI Employee, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave each Transferred Employee shall be an "at-will" employee, subject to the Closing and to Buyer’s standard employment requirementsCollective Bargaining Agreement, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesapplicable.”

Employees. (a) At least forty-five Except as set forth on Exhibit 4.5 or as otherwise agreed by the Company and AT&T PCS, on or before thirty (4530) days prior to the Closing Date, Seller the Company shall offer each of the employees of AT&T PCS rendering services exclusively to the System employment with the Company after the Closing Date on terms consistent with the Company's standard policies (each such employee other than any person that the Company and AT&T PCS agrees shall not be so offered employment by the Company, an "Employee"). Notwithstanding the foregoing, the Company shall offer each Employee comparable employment, whereby the Employee's duties and responsibilities are not significantly reduced, the Employee's base pay is not reduced by more than 10%, and the Employee is not transferred to a new facility located more than 50 miles from such Employee's current work site, except that the Company shall, as a condition of such offer of employment, be permitted to require any Employee to relocate to the Richmond, Virginia area. Upon reasonable notice, AT&T PCS shall provide Buyer the Company with an up-to-access to the Employees during normal business hours throughout the period from the date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on hereof through the Closing Date, are actively at work or on temporary leave for purposes the purpose of jury or annual two-week national service/military dutyinterviewing such employees, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)negotiating with the Employees regarding their salary and other terms of employment, and providing transition training for those employees continuing in employment after the Closing Date (ii) "Continuing Employees"). AT&T PCS agrees to those use all reasonable efforts to assist the Company in employing the Employees whoand, in this regard, to terminate the Employees on or prior to the Closing Date. Upon such termination, are on maternity AT&T PCS shall pay each Employee all amounts due and owing such Employee in respect of salary or paternity leavebenefits (including severance benefits, military leave if any) relating to the Employee's employment by AT&T PCS. AT&T PCS waives any claims against the Company or any Employee arising from such employment of the Continuing Employees of the Company (including arising from any employment agreement or noncompetition agreement). Nothing contained in this Agreement shall confer upon any Employee any right with veterans reemployment respect to continued employment by AT&T PCS or the Company. No provision of this Agreement shall create any third-party rights under federal law, leave under the Family Medical Leave Act of 1993in any Employee, or long-term any beneficiary or short-term disability or medical leave (“Leave Employees”); provideddependent thereof, howeverwith respect to the compensation, that any offer terms and conditions of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall benefits that may be subject provided to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his by the Company or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including under any employee benefit plan that the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesCompany may maintain.”

Employees. If the Closing occurs, the Purchaser shall be free to hire such persons, whether or not employees of the Seller or the Business, on such terms and conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the parties hereto, including, without limitation, any employee of the Seller or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to such Person's employment by the Purchaser shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to the Purchaser a true and complete list (aincluding names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the Business on the date of such notice. At least forty-five seven (457) days prior to the Closing Date, the Purchaser shall notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or accrued for all employees of the Business through the Closing. In particular, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment and continue to provide all continuation coverage under its group health plans required by ERISA, the Code and applicable Law for (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave Seller's employees who terminate employment with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or Seller before the Closing Date and (iii) as to Eligible Employees, will be effective Seller's employees who terminate employment with Seller as of the Effective Time, Closing Date and (ii) as to Leave Employees, will whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. responsibility of Seller and Buyer Purchaser shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary not have any liability with respect to such claims or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesliabilities.”

Employees. If the closing occurs, the Purchaser shall be free to hire such persons, whether or not employees of the Seller or the Business, on such terms and conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the parties hereto, including, without limitation, any employee of the Seller or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to such Person's employment by the Purchaser shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to the Purchaser a true and complete list (aincluding names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the Business on the effective date specified in such notice. At least forty-five seven (457) days prior to the Closing Date, the Purchaser shall notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or accrued for all employees of the Business through the Closing. In particular, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment and continue to provide all continuation coverage under its group health plans required by ERISA, the Code and applicable Law for (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave Seller's employees who terminate employment with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or Seller before the Closing Date and (iii) as to Eligible Employees, will be effective Seller's employees who terminate employment with Seller as of the Effective Time, Closing Date and (ii) as to Leave Employees, will whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. responsibility of Seller and Buyer Purchaser shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary not have any liability with respect to such claims or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesliabilities.”

Employees. Schedule 14.1 contains a list of all employee positions of Seller Group employed exclusively in the operation of the Properties and the FrontStreet Gathering System. Within three (a3) At least forty-five (45) days prior to Business Days after the Closing Signing Date, Seller shall provide to Buyer with an up-to-date a list (the “Employee List”) of Employees. Buyer agrees that it shall make an offer all employees of employment to Seller Group who fill those positions other than the Excluded Employees (ias hereinafter defined) those Employees who(collectively, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, including positions of employees who are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or receiving short-term disability benefits or medical are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or its Affiliates (collectively, “Leave Leave”). The Employee List shall include for each Employee the current status, job title, seniority date, work location, vacation eligibility, base salary, bonus target, and long-term incentive target. Within three (3) Business Days after the Signing Date, Seller shall provide to Buyer a list (the “Excluded Employee List”) of employees of Seller Group who are employed exclusively in the operation of the Properties who will not be made available to Buyer or Buyer’s Affiliates for interview or employment (collectively, the “Excluded Employees”); provided. Seller shall be entitled to update the Employee List as necessary at any time prior to the expiration of the Transition Period to reflect any and all employment changes. Notwithstanding anything that may be contained in Sections 14.2 and 14.3 below, however, that any offer of Seller Group reserves the right to make employment to, and any employment by Buyer or offers to any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject the Employees as well as the Excluded Employees prior to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as end of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesTransition Period.”

Employees. (a) At least forty-five (45) days prior to As of the Closing DateDate (or as soon as possible thereafter as permitted by the Laws of any country other than the United States), Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Genworth shall, or shall cause its applicable Affiliates to, continue to employ as a successor employer all of the employees (including statutory employees) of the Companies (other than the GEIH Business Employees whodescribed below), including all such employees who have rights of employment on the Closing Date, are actively at work return from any leave or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work other absence (all such employees hereinafter referred to as “Eligible Company Employees”), and (ii) GE shall, or shall cause its applicable Affiliates (other than the Companies) to, transfer all employees not employed by the Companies but assigned to the Genworth Business, including all such employees who have rights of employment on return from any leave or other absence (all such employees hereinafter referred to as “Transferred Employees”) and Genworth shall, or shall cause its applicable Affiliates to, employ as a successor employer the Transferred Employees. For purposes of this Agreement, (i) all Company Employees, (ii) all Transferred Employees, and (iii) those Employees who, on individuals hired after the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under Date by the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (Genworth Business shall collectively be referred to as “Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject .” Any Liabilities relating to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Transferred Employees shall be made on or before deemed to be Liabilities of Genworth for all purposes with effect from the Closing Date and (i) notwithstanding the fact that certain Transferred Employees shall only be transferred following the Closing Date as to Eligible Employees, will be effective as permitted by the Laws of any country other than the United States. As of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Closing Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employeeas soon as possible thereafter as permitted by the Laws of any country other than the United States), including Genworth also agrees, or shall cause its applicable Affiliates, to assume the offer obligations of any works council agreement covering the Employees employed by the Companies outside of the United States. Notwithstanding the foregoing, any employee who is employed by GEI and assigned to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and Genworth Business on or after the Closing Date shall become employees of Buyer shall be herein referred to as an Employee on the “Transferring EmployeesTrigger Date.”

Employees. (a) At least forty-five Purchaser shall maintain the Cash Incentive Bonus Award Plan and other incentive compensation plans set forth in Section 6.13 of the Disclosure Schedule (45collectively, the "Current Incentive Plans") days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) for those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment persons employed by Buyer Gentek Holdings or any of its Affiliates ofSubsidiaries immediately prior to the Closing, an Eligible Employee including those employees on vacation, leave of absence, disability or sick leave or layoff (whether or not such employees return to active employment with Gentek Holdings or any of its Subsidiaries) (each, a Leave Employee shall be "Transferred Employee", and collectively, the "Transferred Employees") (if applicable) and any other service providers of Gentek Holdings or any of its Subsidiaries participating in the Current Incentive Plans immediately prior to Closing (subject to the Closing terms of the Current Incentive Plans) through December 31, 2003, and to Buyer’s standard employment requirements, shall make the payments (including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective any amounts accrued thereunder as of the Effective TimeClosing) contemplated by the applicable Current Incentive Plans (if applicable) in accordance with the payment schedule pursuant to which Purchaser makes comparable payments under its own incentive plans. If a participant in any Current Incentive Plan is terminated without "cause" or resigns for "good reason" (in each case as such terms are defined in the applicable Current Incentive Plan or, and (iiif not so defined, as reasonably determined by Purchaser in good faith) as to Leave Employeesafter the Closing, he or she will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition vested in a portion of the employment of those Leave Employees who are on vacation benefit under the applicable Current Incentive Plan accrued as of the Effective Time. Such offers date of employment shall be made on substantially termination, or, if not so accrued, to a portion of the same terms and conditionsannualized payment that such participant would have received under the applicable Current Incentive Plan, including benefitsmultiplied by the number of days such person was an employee during the calendar year of 2003, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesdivided by 365.”

Employees. (a) At least forty-five (45) days Prior to the Effective Time, the Company shall pay all compensation and benefits earned through or prior to the Closing DateEffective Time as provided pursuant to the terms of any compensation arrangements, Seller employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries, as well as all compensation and benefits earned and required to be paid prior to the Effective Time pursuant to the terms of an individual agreement with any employee, former employee, director or former director in effect as of the date hereof, it being understood that the amounts payable in the three sale incentive bonus pools shall not exceed the amounts set forth in Schedule 5 of the Disclosure Schedule. (b) During the period from the Effective Time until the first anniversary thereof (the "Employment Continuation Period"), Parent shall provide Buyer with for each employee of the Surviving Corporation or its subsidiaries (each, an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to "Employee"), so long as he or she is actively employed by the Surviving Corporation (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”as required by law), and for each former employee of the Company or one of its subsidiaries, to the extent such person has rights thereto immediately prior to the Effective Time (collectively, "Company Employees") (i)(A) to continue to participate in the Company's welfare benefit plans and the Company's compensation plans, employee incentive programs and bonus plans (including, without limitation, hospitalization, medical, prescription, dental, disability, salary continuation, vacation, accidental death, travel accident, and individual or group life or other insurance) (each, a "Company Plan"), as each such Company Plan is in effect on the date of this Agreement (without modification or amendment) during the period commencing at the Effective Time through December 31, 1998, and (B) during the period commencing January 1, 1999 through the first anniversary of the Effective Time, the Surviving Corporation shall provide the Company Employees with benefits that are at least as valuable in the aggregate to such Company Employee as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, to waive any pre-existing condition clause or waiting period requirement in such welfare benefit plans or programs and to give credit for deductible amounts and co-payments paid by a Company Employee during the current deductible year prior to the Effective Time; (ii) participation in such tax-qualified retirement plans of Parent (or an Affiliate of Parent), which shall provide in the aggregate benefits that are at least as valuable as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, and to grant each Company Employee credit under such plans, for eligibility and vesting purposes, for such Company Employee's service with the Company and its Affiliates prior to the Effective Time, except to the extent it would result in a duplication of benefits with respect to the same period of service; and (iii) participation in such other benefit plans and programs of Parent and its Affiliates (including without limitation, bonus, deferred compensation, incentive compensation, stock purchase, stock option, excess and supplemental retirement, severance or termination pay, and fringe benefits) which, in the aggregate will provide benefits to 19 23 Company Employees which are no less favorable in the aggregate under those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act provided to employees of 1993, or long-term or short-term disability or medical leave (“Leave Employees”)Parent and its Affiliates in comparable positions of employment; provided, however, that except as set forth in clause (i)(A) above nothing herein shall prevent the amendment or termination of any offer specific plan, program or amendment or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Notwithstanding anything in this Agreement to the contrary, Parent shall cause the Surviving Corporation to honor (without modification) and assume (i) the written employment agreements, severance agreements, indemnification agreements with existing directors and officers of the Company and (ii) incentive arrangements and other agreements listed in Schedule 5 of the Disclosure Schedule, all as in effect on the date of this Agreement. Nothing in this Section 6.7 shall require the continued employment toof any person, or, except as set forth in this Section 6.7, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time could have taken or refrained from taking. The parties agree that Company severance plans and policies in effect as of the date hereof shall remain in effect for at least the one-year period commencing at the Effective Time. During such one-year period, any Company Employee whose employment is terminated by Buyer the Surviving Corporation or any of its Affiliates subsidiaries (other than a Company Employee terminated for cause or a Company Employee who is a "site" Employee terminated upon the cancellation of an outsourcing agreement, which employees shall only be entitled to severance benefits, if any, provided to employees of Parent (or an Affiliate of Parent ) in comparable positions of employment under similar circumstances) shall be deemed to have been terminated as a result of a change of control of the Company. For purposes of this Section 6.7 a termination for "cause" shall include a termination for deficient performance or for material violations of any Company policy. The provisions of this Section 6.7 are intended for the benefit of, an Eligible Employee or a Leave Employee and shall be subject to enforceable by, current and former employees, officers and directors of the Closing Company and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks their respective heirs and drug screening. Such offers of employment for Eligible Employees legal representatives and Leave Employees shall be made binding on or before the Closing Date all successors and (i) as to Eligible Employees, will be effective as assigns of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leaveParent. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”6.8

Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (a7) At least forty-days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (455) days Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At least forty-five (45) days prior Purchaser agrees to offer employment to, or cause Purchaser's Parent to offer employment, commencing as of the Closing Date, Seller shall provide Buyer with an up-to-to all of the employees employed at, or whose work responsibilities involve principally the operation of, the Plant, which employees are listed on Schedule 7.14(a), as amended between the date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on this Agreement and the Closing DateDate to reflect any changes in the identities of work force personnel, are actively at work or on temporary leave it being understood that any such change shall not be deemed to be material for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”)Section 10.5; provided, however, that any such offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to each such employee's satisfaction of reasonable customary hiring requirements of Purchaser or Purchaser's Parent, as the Closing and case may be, which shall be limited to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and post-offer drug screeningscreening and the execution of customary employee agreements regarding confidentiality, inventions and the like, and shall contain the base salary and incentive compensation and replacement welfare plans that are set forth on Schedule 7.14(c). Such offers Purchaser or Purchaser's Parent shall continue to provide base salary and incentive compensation at not less than then the levels set forth on Schedule 7.14(c) for a period of employment for Eligible Employees and Leave Employees shall be made on or before eighteen (18) months after the Closing Date and shall maintain replacement welfare plans that are substantially similar when considered in the aggregate to the replacement welfare plans set forth on Schedule 7.14(c) for a period of eighteen (i18) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective TimeClosing Date. Each such employee who is offered and accepts employment with Purchaser or Purchaser's Parent will be referred to herein as a "Transferred Employee." With regard to the calendar year which includes the Closing Date, other than those Purchaser shall pay Transferred Employees the amount of any annual incentive earned and payable under the terms of an annual incentive plan of Purchaser or Purchaser's Parent that offers incentive compensation in an amount and terms meeting the standards specified above, prorated based on military duty or leave. Seller and Buyer shall coordinate the transition portion of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee full calendar year from the base salary Closing Date to December 31, 2004. Purchaser agrees that it shall also pay the reasonable relocation costs of any Transferred Employee who shall relocate at Purchaser's or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including Purchaser's Parent's request during the offer to participate in period of 18 months after the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing Date.”

Employees. (a) At least fortyNo later than 20 Business Days after the date of this Agreement, Buyer shall provide to Seller Parent a list of Business Employees that Buyer intends to hire as of the Closing Date (the “Listed Employees”). No later than 20 Business Days after the date of this Agreement, Buyer or an Affiliate of Buyer shall offer employment, effective as of the Closing Date, to each Listed Employee. Each Listed Employee who accepts such offer of employment and who commences employment with Buyer or an Affiliate of Buyer as of the Closing Date shall be referred to herein as a “Continuing Business Employee.” Buyer shall have sole Liability for any Losses arising out of or resulting from any claims brought by any Business Employee resulting from or attributable to the sharing of information to assist in the selection of those Business Employees to receive offers of employment from Buyer. Buyer will not have any Liability or responsibility for, and Sellers and their Affiliates will have sole Liability and responsibility for, any and all severance pay, change of control amounts and other employment termination or contract obligations for all employees of Sellers or their Affiliates regardless of whether such employees become Continuing Business Employees hereunder; provided, that Buyer will reimburse to Sellers or their Affiliates, as applicable, promptly upon demand, all severance pay amounts actually paid by them in accordance with Sellers’ severance pay policy as set forth on Schedule 6.10(i) to any Business Employee who is not a Continuing Business Employee but is hired by Buyer or its Affiliates at any time prior to the date that is six months after the Closing Date. Sellers will have sole Liability and responsibility for, and shall pay at or prior to the Closing or, with respect to any portion of the compensation of such Business Employee, on the applicable employer’s next regularly scheduled compensation date applicable to such compensation, all base salary, commissions, incentive, performance or other bonuses, paid time-five off and other amounts payable (45or to become payable) days to any Continuing Business Employee in respect of services performed or paid time-off accrued at any time on or prior to the Closing Date, . Nothing in this Agreement shall preclude Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of from terminating the employment of those Leave any Business Employee for cause prior to the Closing, nor, from and after the date on which Buyer offers employment to the Listed Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditionscontemplated by this Section 6.10(a), including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages from terminating for any such offered reason any Business Employee from the base salary who is not a Listed Employee or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee who is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who Listed Employee but does not accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesemployment.”

Employees. (a) Buyer is not assuming any, and the Company shall after Closing have no further, obligations under Employee Welfare Benefit Plans covering the Company’s employees and their dependents which have been or are sponsored by Seller or in which the Seller participates. At least forty-five (45) days prior Closing, coverage for the Company’s employees retained by the Company and their dependents under Seller’s Employee Welfare Benefit Plans will cease and the Company shall have no further obligation to contribute to or reimburse Seller or any other Person for any costs, premiums, fees, assessments, or other charges or payments associated with any Employee Welfare Benefit Plan. Seller or Employee Welfare Benefit Plans sponsored by it are to remain solely responsible for all expenses or claims relating to any period through the date of Closing, including claims made after Closing Datewhich are attributable to events occurring on or before Closing, and the Company shall have no liability for such expenses or claims. Without limiting the foregoing, Seller or its applicable Employee Welfare Benefit Plan shall provide Buyer with an up-to-be solely responsible for any claims for disability, workers compensation or unemployment benefits arising up through the date list of EmployeesClosing. Buyer agrees that it shall make an offer Those employees of employment to (i) those Employees who, on the Closing Date, Company who are not actively at work (as that term or similar term is defined in Buyer’s applicable Employee Welfare Benefit Plans) on temporary leave the date of Closing but who are retained by the Company shall continue to be covered by Seller’s Employee Welfare Benefit Plans until they return to active work for Company. For purposes of the preceding sentence, an employee who is absent from work on account of a medical condition but who is treated as actively at work for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee HIPAA shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screeningtreated as not actively at work. Such offers of employment for Eligible Employees and Leave Employees Seller shall be made solely responsible for health care coverage for any individuals who have continuation coverage or have the ability to elect continuation coverage under COBRA as a result of a qualifying event occurring on or before the Closing Date and under Seller’s Employee Welfare Benefit Plans. Subject to Seller’s obligations set forth in this subsection (ia), Buyer will make coverage available effective at Closing under a group health care plan of Company or Buyer (a major medical plan) as to Eligible Employees, will be effective as those current employees of the Effective Time, Company who remain in the employ of Company after Closing and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. who are currently participants in a group health care plan sponsored by Seller and Buyer shall coordinate the transition of the employment of those Leave Employees their dependents who are on vacation as participants in such plan, with the terms of such plan, the Effective Timeemployee contribution rate and the period of coverage determined in the sole discretion of Company or Buyer. Such offers Any bonus payments due Employees for the period through the date of employment Closing shall be made on substantially Seller’s sole responsibility. In addition, Seller shall issue W-2’s for Company’s Employees for the same terms and conditionsperiod January 1, including benefits, as exist for similarly-situated employees 2006 through date of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”Closing

Employees. (a) At least fortyFor a period of one year from and after the Closing, Parent shall cause the Surviving Corporation to provide to any employee of the Company and its Subsidiaries who remains in the active employment of the Surviving Corporation and its Subsidiaries (each, a “Continuing Employee”) (who is not party to an employment agreement) and who is terminated during such one-five year period without cause (45) days a “Terminated Employee”), severance benefits in amounts and on terms and conditions no less favorable than the severance benefits that would have been provided by the Company and its Subsidiaries to such Terminated Employee immediately prior to the Closing DateEffective Time under the severance policies of the Company and its Subsidiaries described on Schedule 8.7(a) (the “Severance Policies”). For a period of one year from and after the Closing, Seller Parent shall provide Buyer cause the Surviving Corporation to pay any Continuing Employee who terminates his employment during such one-year period as a result of a reduction in salary (an “Involuntarily Terminating Employee”) severance benefits in accordance with an up-to-date list the Severance Policies as if such Involuntarily Terminating Employee had been terminated without cause. In addition to any amounts payable to any Terminated Employee or Involuntarily Terminating Employee in accordance with the first two sentences of Employees. Buyer agrees that it this Section 8.7(a), Parent shall make an offer of employment cause the Surviving Corporation to pay each Terminated Employee and Involuntarily Terminating Employee the pro rata portion (i) those Employees who, based on the Closing Datenumber of days such Terminated Employee or Involuntarily Terminating Employee, are actively at work as applicable, was employed during the fiscal year ending April 30, 2011) of any bonus that would have been payable with respect to the fiscal year ending April 30, 2011, if such Terminated Employee or on temporary leave for purposes of jury or annual two-week national service/military dutyInvoluntarily Terminating Employee, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)as applicable, and (ii) to those Employees who, on had been employed by the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer Surviving Corporation or any of its Affiliates ofSubsidiaries at the time such bonus became payable, an Eligible Employee or a Leave Employee shall any such bonus to be subject to determined as if the Closing Surviving Corporation and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as Subsidiaries of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller Company immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is the Effective Time were operated on a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesstand-alone basis.”

Employees. (a) At least forty-five Sellers agree to take such actions as are necessary to transfer the employment of any Business Employees listed on Section 11.1 of the Seller Disclosure Schedule who primarily perform services in the United States and are not employed by a Business Entity to a Business Entity prior to the Closing Date. Section 11.1 of the Seller Disclosure Schedule lists the Business Employees located in Guelph, Ontario to whom the Purchaser Group will offer employment. No later than ten (4510) days prior to the Closing Date, the Asset Seller shall will provide Buyer the Purchaser Group with an up-to-updated list to reflect new hires and terminations after the date list hereof. Such Business Employees shall be referred to herein as the "Offered Employees". Members of Employees. Buyer agrees that it shall make an offer of employment the Purchaser Group shall, at least seven (7) days prior to (i) those Employees who, on the Closing Date, offer employment to all Offered Employees in writing who are actively at work employed or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective TimeClosing, effective as of the Closing Date. Such Members of the Purchaser Group shall, at least seven (7) days prior to the Closing Date, offer employment to all Offered Employees who are on permitted leaves of absence as of the Closing, with such offers contingent on such individuals actually returning to active employment with the Purchaser Group within a period with respect to which such individuals have reinstatement or reemployment rights pursuant to applicable law or, for the employees on disability leave, when they are able to return to work whether with or without accommodation, and the employment of such Offered Employees on leave shall be effective only as of the date on which each such individual actually commences employment with a member of the Purchaser Group. The terms of all such offers of employment shall include salary / base wages and vacation entitlement that shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any less favorable than that provided to such offered Offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire the Closing Date as set forth in Section 11.1 of the Seller Disclosure Schedule and such other terms (or including bonus opportunity, variable compensation, material allowances, location and benefits) to each such Offered Employee shall be substantially similar in the aggregate to such other terms and conditions of employment of each such Offered Employees' employment immediately prior to taking leave from the Closing Date to the extent set forth in Section 11.1 of the Seller if such offered Employee is a Leave Disclosure Schedule. The Purchaser Group shall recognize the hire date for each Hired Employee), including as listed in Section 5.1 of the offer to participate in the Buyer Benefit Plans as provided belowSeller Disclosure Schedule, for all purposes. Those Eligible Offered Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer accepting such offers of employment and actually commencing employment with the Purchaser Group are hereinafter referred to as "Hired Employees". Each of the Parties shall use reasonable best efforts to cooperate with each other in order to facilitate the offers of employment to be made pursuant to this Section 7.8(a5.1(a) and become employees the on‑boarding of Buyer the Hired Employees to Purchaser Group's payroll and benefit plans. The Purchaser Group shall provide the Sellers with copies of the offers of employment to be made to the Offered Employees at least two (2) days prior to the delivery of such offers. Business Employees employed by the Transferred Entities immediately prior to the Closing will continue in employment with the Transferred Entities immediately following the Closing and shall be herein referred to as the “Transferring "Transferred Employees" at that time.”

Employees. (a) At least forty-five (45) days Effective as of the Closing, Buyer shall offer employment to all persons who are employees of GSI immediately prior to the Closing Dateon terms of employment and compensation comparable to that received by such employees immediately prior to the Closing; provided, Seller however, that "compensation" for this purpose shall provide not be deemed to include benefits under any employee benefit plan within the meaning of Section 3(3) of ERISA and provided further that such employees shall not be third party beneficiaries of this Agreement and shall remain terminable at will. All employees of GSI who accept employment with Buyer with an up-to-date list shall be referred to herein as "Transferred Employees." Effective as of Employeesthe Closing, Buyer shall assume sponsorship for the Employee Plans (as defined in Section 2.14(a)), and shall be responsible for all liabilities arising under such plans on or after the Closing, but shall be permitted to amend or terminate any of such plans at any time after the Closing. Buyer agrees that it shall make an offer use its reasonable efforts to cause the insurer under the Employee Plans to give Transferred Employees full credit under the Employee Plans for all expenses incurred by Transferred Employees and their beneficiaries under the benefit deductible and co-payment provisions of employment to the Employee Plans. Buyer agrees that it shall be liable for any continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") (i) those Employees who, imposed as the result of a "Qualifying Event" (as that term is defined in ERISA Section 603 or Code Section 4980B(f)(3)) that occurs on or after the Closing Datewith respect to any Transferred Employee or (ii) imposed under the Employee Plans for any period extending beyond the Closing with respect to a Qualifying Event which occurred on or before the Closing, provided that GSI (or the plan administrator appointed by it) has met all relevant notice requirements under Section 606 or Section 4980B(f) (6) of the Code pertaining to any Covered Employee or Qualified Beneficiary (as such terms are actively at work defined in Section 607 of ERISA and Sections 4980B(f) and (g) of the Code) affected by such Qualifying Event. Furthermore, Buyer shall indemnify BFM and TDC for any liability or penalty imposed under COBRA (i) with respect to any Transferred Employee as the result of a Qualifying Event that occurs on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)after the Closing, and (ii) with respect to those Employees who, on the Closing Date, any employee of GSI (including GSI employees who are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave not Transferred Employees) who is eligible to receive continuation coverage under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction Plans in base salary or wages accordance with COBRA for any such offered Employee from period of time extending beyond the base salary or wages in effect Closing, but excluding for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in purposes of this Section 7.8(a4.1(a) who accept Buyer’s offer of employment made pursuant to this any liability for which BFM and GSI are liable under Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees5.3(e).”

Employees. (a) At least forty-five (45) days As of the Closing Date, Buyer or an Affiliate thereof will offer employment to certain employees of the Business who are listed on Schedule 9.01 and are actively employed by Seller immediately prior to the Closing DateDate in accordance with the Offer Letters substantially in the form attached hereto as Exhibit F (all such employees who accept employment with Buyer shall be referred to herein as “Transferred Employees”). In addition, Seller shall provide Buyer with or an up-to-date list of Employees. Buyer agrees that it shall Affiliate thereof may make an offer offers of employment to (i) those Employees whoany employee of the Business who is, on as of the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) absent due to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term illness or short-term disability or medical other approved leave of absence (including under the Family and Medical Leave Act or similar Law) which employment with Buyer or an Affiliate thereof (if accepted) shall be effective upon such employee’s return from such leave and, at that time, such employee would be deemed a Transferred Employee. Any offer of employment by Buyer or an Affiliate thereof pursuant hereto shall provide the given employee/offeree an initial base compensation or wage rate that is no less favorable than such employee’s Current Salary. “Leave Employees”); Current Salary” means, with respect to each Transferred Employee, the current annual base targeted salary, which includes both fixed and variable compensation, of each such employee as of the Closing Date, in each case, as set forth in Schedule 9.01 hereto. In addition, each Transferred Employee will be eligible for bonuses, if any, in accordance with the bonus policy and procedures of Buyer (or whichever Affiliate of Buyer employs such Transferred Employee) on the same terms and conditions as similarly situated employees of Buyer or the applicable Affiliate. In the event that Buyer or an Affiliate thereof terminates any Transferred Employee during the six-month period following the Closing Date, Buyer shall pay the severance amount set forth in Schedule 9.01, provided, however, that no severance amounts shall be payable by Buyer under this Section 9.01 in the event that such Transferred Employee is terminated for Cause. For purposes of this Section 9.01, “Cause” will be deemed to exist if, in the sole reasonable discretion of Buyer, Buyer determines that, a Transferred Employee: committed an act of fraud or embezzlement upon Buyer or any offer of employment toits Affiliates; committed any willful act intended to injure the reputation, business, or any business relationship of Buyer or any of its Affiliates; was found by a court of competent jurisdiction to have committed a felony; refused or failed to perform his or her duties in a competent and any employment by professional manner; or violated his or her obligations under the Proprietary Information and Inventions Agreement. Nothing in this Agreement shall limit the right of Buyer or any of its Affiliates of, an Eligible to (i) modify the salary or wage level of any Transferred Employee or a Leave Employee shall be subject to at any time after the Closing and to Buyer’s standard employment requirements, including satisfactory completion of presix-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before month period following the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and or (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of terminate the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms any Transferred Employee at any time and conditionsfor any reason, including benefitswithout Cause, subject to payment of severance as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages provided above for any such offered Employee from termination without Cause effective during the base salary or wages in effect for such Employee with Seller six-month period immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including following the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing Date.”

Employees. (a) At least forty-five (45the Effective Time, Parent agrees that, except for those employees resigning as of the Effective Time as contemplated in Section 4.11(b) days of the Company Disclosure Schedule, all employees of the Company and its Subsidiaries immediately prior to the Closing DateEffective Time shall be offered comparable continuing employment at rates of pay and with benefits under employee benefit plans, Seller programs, arrangements and policies for the benefit of employees of the Company and its Subsidiaries that in the aggregate are no less favorable to such employees than the rates of pay in effect for the twelve (12) months prior to the Effective Time and the Company Plans set forth in Section 6.8(a) of the Company Disclosure Schedule, provided that payment of any amounts payable under the Company’s incentive bonus program described in Section 6.8(a) of the Company Disclosure Schedule shall provide Buyer with an up-to-date list be made in the ordinary course to Persons employed by the Company or its Subsidiaries as of Employees. Buyer agrees that it shall make an offer the end of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)calendar year 2006, and (ii) shall not be accelerated or pro-rated as a result of the occurrence of the Merger and the other transactions contemplated hereby. Neither this Section 6.8 nor any other provision of this Agreement shall limit the ability or the right of the Surviving Corporation or its Subsidiaries to those Employees who, on terminate the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993employment, or long-term to alter any applicable rates of pay or short-term disability or medical leave (“Leave Employees”); providedbenefits under employee benefit plans, howeverprograms, that arrangements and policies, of any offer employees of employment to, and any employment by Buyer the Company or any of its Affiliates ofSubsidiaries who continue as employees of the Surviving Corporation or any of its Subsidiaries (collectively, an Eligible Employee or a Leave the “Continuing Employees”) after the Effective Time (subject to the rights of any such employees pursuant to any agreement which is to be binding after the Effective Time as set forth in Section 6.8(b) of the Company Disclosure Schedule). All service credited to each Continuing Employee shall be subject recognized by Parent for all purposes, including vacation and for purposes of eligibility, vesting and benefit accruals under any employee benefit plan provided by Parent for the benefit of the employees. Without limiting the foregoing, Parent shall not treat any Continuing Employee as a “new” employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision under any health or other welfare plan, and shall make appropriate arrangements with its insurance carrier(s), to the Closing and extent applicable, to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each ensure such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesresult.”

Employees. (a1) At least forty-five Except for the Union Agreement and that certain Employment Agreement between Xxxxx Xxxxxx and Fifty Seventh Street Operating LLC, dated as of August 2006, as assigned to Citylife Hotel 57 Management LLC by that certain Assignment and Assumption Agreement, dated as of November 22, 2006, by and between Fifty Seventh Street Operating LLC, and Citylife Hotel 57 Management LLC, neither Seller nor Manager is a party to or bound by any collective bargaining agreement, union agreement or other agreement with or relating to Employees. (452) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date Set forth on Exhibit “Y” hereto is a complete and accurate list of Employees. Buyer agrees that it shall make an offer of employment to all Employees stating for each Employee (i) those Employees who, on whether or not the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), Employee is covered by the Union Agreement and (ii) their salary, hire date and current job title. Before closing, Seller will provide to those Employees whoBuyer or Replacement Manager, on information concerning the Employees’ current wages, benefits, accrued vacation and sick leave. (3) To the best of Seller’s knowledge, no Employee has been improperly classified as exempt for purposes of federal, state and local wage and hour laws. If Seller discovers before Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer Employee has been improperly classified as exempt for purposes of employment tofederal, state or local wage and hour laws, Seller shall inform Buyer thereof with reasonably promptness, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee the liability for such improper classification during periods prior to Closing shall be subject to the Closing and to covered by Seller’s indemnification of Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave All Employees who are on vacation covered by the terms of the Union Agreement have been properly classified and paid wages and benefits in compliance with the Union Agreement through the date of the Closing. All Employees who have not been paid wages or benefits pursuant to the Union Agreement have been properly excluded from coverage under the Union Agreement. The Opia Restaurant grievance and/or demand for arbitration, dated May 30, 2006 #u06-006, has been settled by the Seller and Manager with the Union in the Me Too Agreement between the Union and Seller and Manager, dated as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditionsAugust 1, including benefits, as exist for similarly-situated employees of Buyer and contain 2007 with no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesback pay liability.”

Employees. Subject to the terms of the Transition Services Agreement, during the period from the Closing until at least the date that is sixty (a) At least forty-five (4560) days prior to following the Closing Date(such 60-day period, the “Transition Period”), Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an continue to offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any continue to offer to contract for services from, as applicable), each of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective Business Workers as of the Effective Time, and (ii) as to Leave Employees, will be effective Closing upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, conditions as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect as of the date hereof. From and after the Closing, Purchaser and/or an Affiliate may make offers of employment or for services to those Business Workers determined by Purchaser in its sole discretion (which may be all, less than all or none of the Business Workers) on such Employee with Seller immediately prior terms and conditions as Purchaser shall determine in its sole discretion. Any Business Workers who accepts an offer from Purchaser and/or its Affiliates is hereinafter referred to his as a “Hired Worker.” Any Business Worker who is not offered employment Purchaser and/or its Affiliates or her Hire Date (or immediately prior to taking leave from Seller if who does not accept such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s an offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein commence work with Purchaser and/or its Affiliates either within the Transition Period or [____] days thereafter is hereinafter referred to as an “Excluded Worker.” During the Transition Period, and in connection with the hiring of the Hired Workers by Purchaser and/or its Affiliates (the date(s) of hiring for a Hired Worker being the “Transferring EmployeesHire Date”), Seller shall not interfere with, and shall use commercially reasonable efforts to assist, Purchaser and its Affiliates in effecting such hiring. Seller shall pay all amounts due or that would otherwise have become due to the Business Workers (including both the Hired Workers and the Excluded Workers) with respect to their employment by or on behalf of Seller or the Business, including accrued vacation pay, accrued sick pay and any severance benefit that may be payable by reason of the termination by or on behalf of Seller of the employment of any Business Worker (including both any Hired Worker and any Excluded Worker), and Purchaser shall not assume any Liability or other obligation to any Business Worker (including both any Hired Worker and any Excluded Worker) or former employee with respect to employment by Seller or the Business prior to the Hire Date or under any Benefit Plan. Seller shall be exclusively responsible for complying with COBRA with respect to all Business Workers (including both the Hired Workers and the Excluded Workers) and former employees, and their qualified beneficiaries, including by reason of any such Business Workers’ termination of employment by or on behalf of Seller. Purchaser shall not have any obligation or Liability to provide coverage under COBRA on account of any such termination of employment or any other event occurring on or before the Hire Date. Pursuant to Treasury Regulations Section 1.409A-1(h)(4), Seller and Purchaser agree that each Hired Worker shall be treated as having a “separation from service” with Seller or the Business as of the Hire Date for purposes of Section 409A of the Code and Treasury Regulations Section 1.409A-1(h). Nothing contained in this Agreement shall confer upon any Business Workers any right with respect to continuance of employment by or on behalf of Purchaser or its Affiliates, nor shall anything herein interfere with the right of Purchaser to terminate the employment of any of the Hired Workers at any time, with or without cause. No provision of this Agreement shall create any third party beneficiary rights in any Business Worker or any beneficiaries or dependents thereof, with respect to the compensation, terms and conditions of employment and benefits, including any such items that may be provided to any Hired Worker by Purchaser or under any employee benefit plan that Purchaser may maintain. Nothing contained in this Agreement shall be considered to modify or amend the terms and conditions of any Benefit Plan or any employee benefit plan of Purchaser.”

Employees. (a) At least forty-five (45) days prior to Effective as of the Closing Date, (A) Buyer or an Affiliate of Buyer shall offer employment to substantially all of the employees of each Seller who are principally employed in Sellers’ businesses (collectively, the “Seller Employees”), provided that such employee (i) is listed on Schedule 1.5 attached hereto or becomes employed in the ordinary course of business after the date thereof, (ii) agrees to release of his or her employment files to Buyer or its Affiliates prior to Closing, (iii) passes or passed when hired by Seller a pre-employment background check, (iv) is employed at Closing, and (v) has the unrestricted ability to provide federally reimbursed services, and (B) Sellers will terminate the employment of the Seller Employees who have accepted Buyer’s or its Affiliate’s offer of employment. Those Seller Employees who accept Buyer’s or its Affiliate’s offer of employment as of the Closing Date upon the terms and conditions offered by Buyer shall be designated on Schedule 1.5 as “Transferring Employees” and referred to hereinafter as such. Sellers acknowledge and agree that they are responsible for paying to the Transferring Employees all compensation and benefits earned through the Closing Date. Schedule 1.5 sets forth with respect to each Transferring Employee such person’s position, date of hire, current salary, accrued and earned time off pursuant to Sellers’ policies regarding the same including, without limitation, floating holidays, accrued vacation and personal time off (“Accrued Time Off”), earned vacation and personal time off (“Earned Time Off” and, together with the Accrued Time Off, the “Time Off”) and the amount of any other accrued benefits to which such person may be entitled or for which such person has made written claim to Sellers. In addition, Schedule 1.5 sets forth with respect to each Transferring Employee such person’s accrued and earned sick time (“Sick Time”) pursuant to Sellers’ policies regarding the same. At the Closing, Sellers shall provide an updated Schedule 1.5 as of the Sellers’ last payroll cycle prior to Closing (the “Estimated PTO Schedule”). As soon as practicable and in any event within ten (10) business days following the Closing, Sellers shall provide an updated Schedule 1.5 reflecting the information required to be scheduled thereon as of the Closing (the “Final PTO Schedule”). With respect to each Transferring Employee, the parties agree that Sellers shall transfer, and Buyer shall assume Time Off and Sick Time identified on the Final PTO Schedule for the Transferring Employees at the rates of pay in effect at the Closing Date. The payment of the Purchase Price payable at Closing shall be reduced by the sum (such sum being the “PTO Adjustment”) of (i) aggregate value of the Sick Time, (ii) the aggregate value of the Earned Time Off and (iii) sixty percent (60%) of the aggregate value of the Accrued Time Off, each as set forth on the Estimated PTO Schedule. To the extent that the PTO Adjustment would have increased if it had been calculated based on the Final PTO Schedule rather than the Estimated PTO Schedule, Sellers shall pay over to Buyer the amount of such increase within thirty (30) business days following the Closing. To the extent that the PTO Adjustment would have decreased if it had been calculated based on the Final PTO Schedule rather than the Estimated PTO Schedule, Buyer shall pay over to Sellers the amount of such decrease within twenty (20) business days following the Sellers’ delivery of the Final PTO Schedule. Buyer shall not reduce the amount of assumed Sick Time and Time Off for each of the Transferring Employees on or after Closing, except as required by applicable law or pursuant to a forfeiture of such time in accordance with Sellers’ policies regarding the same as in effect prior to Closing. Sellers shall provide Buyer detailed explanations of the applicable Time Off and Sick Time policies or Buyer shall not be required to adhere to the immediately foregoing provision. Immediately prior to the Closing, all Transferring Employees, other than those subject to the Labor Contracts set forth on Schedule 2.15(d), shall be employees at will, subject to Buyer’s or its Affiliate’s employment policies, provided that Buyer or its Affiliate will offer all Transferring Employees a benefit package of Buyer at least as favorable, in the aggregate, as the current benefit package of Sellers. Nothing herein shall obligate Buyer or an Affiliate of Buyer to employ the Transferring Employees for any specific time period. With respect to each Transferring Employee, Schedule 1.5(b) sets forth the amount of any potential retention bonus, the amount of any referral bonus under Sellers’ Employee Benefit Plans and the amount of any tuition assistance under Sellers’ Employee Benefit Plans, in each case to which such person may be entitled or for which such person has made written claim to Sellers. At the Closing, Sellers shall provide an updated Schedule 1.5(b) reflecting the information required to be scheduled thereon updated as of the Closing, which shall reflect changes from the original Schedule 1.5(b) only to the extent occurring in the ordinary course of business under the applicable Sellers’ Employee Benefit Plans and the parties agree that Sellers shall transfer, and Buyer shall assume the obligation to make the payments described thereon. Nothing in this Section shall be construed to grant any employee any rights as a third party beneficiary. Sellers shall retain all liabilities with an up-to-date list of respect to any and all Seller Employees who are not Transferring Employees. Buyer agrees Except to the extent that it shall make an offer a WARN obligation arises as a result of employment to (i) those Employees who, on this transaction after the Closing Date, Sellers are actively at work or on temporary leave for purposes in compliance with the requirements of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work the Worker Adjustment and Retraining Notification Act (“Eligible EmployeesWARN”), ) and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain have no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made liabilities pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesWARN.”

Employees. (a) At The parties intend that there will be continuity of employment with respect to all of the Employees. It is agreed that prior to, or in connection with, the Closing, the Purchaser shall not take any action to cause the Seller or their Affiliates to terminate the employment of any Employee, and Seller shall not be under any obligation to terminate any Employee prior to or on the Closing Date. The Purchaser shall offer employment to all Employees effective as of the Closing Date. The Purchaser shall use its best efforts to hire all of the Employees effective as of the Closing Date. The Purchaser will communicate offers of employment in accordance with all applicable Requirements of Law and on a schedule mutually acceptable to the Seller and the Purchaser. Each Employee who accepts the Purchaser’s offer of employment will be a “Transferred Employee” for purposes of this Agreement upon the date such Employee commences employment with the Purchaser or one of its Affiliates. Except as required by applicable Requirements of Law, as of the Closing Date, Purchaser shall continue to provide the Transferred Employees the benefits received under the Employee Plans, as they may be modified, amended or otherwise changed from time to time by Residential Capital, LLC, its subsidiaries or any designee thereof. All such Transferred Employees will be employed commencing on the Closing Date in a position requiring comparable skills and abilities as such Employee’s position, and with compensation and other benefits at least forty-five (45) days equal to that provided to such Transferred Employees in the Employee Plans, immediately prior to the Closing Date. Following the Closing, Seller shall provide Buyer the administration of the Employee Plans and the approval of any compensation or benefit increases paid under, or in addition to, the Employee Plans, will remain with an up-Residential Capital, LLC or its designees; provided, that any increase in the compensation or benefits of the Transferred Employees will be limited to-date list of Employees. Buyer agrees that it shall make an offer of employment to : (i) those Employees whoincreases in the ordinary course of business consistent with past practice or as required by any Contract or Employee Plan, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on new hires and promotions in the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act ordinary course of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date business and (iiii) as to Eligible Employees, will be effective as payment of the Effective Time, stay-pay and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeessimilar retention compensation arrangements.”

Employees. (a) At least forty-five (45) days prior As of the Effective Time, Buyer will offer employment to the Closing DateEmployees engaged in the Business and listed on Schedule 6.7. The terms and conditions of employment to be offered to such of the Employees will be determined by Buyer in its sole discretion. Each such employee who accepts Buyer's offer of employment will hereinafter be referred to as a "Transferred Employee", Seller shall provide and each such employee who is not offered employment with Buyer with an up-to-date list or who does not accept Buyer's offer of Employees. employment will hereinafter be referred to as a "Former Employee." (b) Buyer agrees that it shall make an offer will assume all of employment the accrued but unused vacation days and all earned but unused sick days credited to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave each Transferred Employee under the Family Medical Leave Act applicable vacation and sick leave policies of 1993Seller as of the Effective Time. After the Effective Time, each Transferred Employee shall accrue vacation days and earn sick days for service with Buyer only in accordance with the applicable vacation and sick leave policies of Buyer and each Transferred Employee will only be allowed to use or long-term or short-term disability or medical leave (“Leave Employees”)be paid for unused vacation days and sick days assumed by Buyer in accordance with the policies of Buyer; provided, however, that in no event shall the application of the policies of Buyer serve to eliminate any offer benefits accrued by a Transferred Employee to the use of employment tosuch vacation days and sick days. Seller will be responsible for paying Former Employees for unused vacation days and sick days, and Buyer will reimburse Seller for any employment such payments within five (5) business days of receipt of an invoice from Seller for such payments and any appropriate documentation that Buyer may reasonably request. (c) Except as specifically provided herein, a Seller Employee Plan, but only in accordance with its otherwise applicable terms, conditions, and exclusions, shall be liable for all Seller Employee Plan obligations to Former Employees and their eligible dependents and beneficiaries, regardless of when incurred, and to Transferred Employees and their eligible dependents and beneficiaries incurred before or at the Effective Time. Except as specifically provided herein, a Employee Plan of Buyer (a "Buyer Employee Plan"), but only in accordance with its otherwise applicable terms, conditions, and exclusions, shall be liable for Employee Plan obligations to Transferred Employees and their eligible dependents and beneficiaries incurred after the Effective Time. (d) COBRA, Health, LTD, Life and AD&D Benefits. Except as otherwise required by Buyer applicable law, Seller shall be responsible for any group health plan continuation coverage, notices, and disclosure required under Section 4980B of the Code or Sections 601 through 608 of ERISA ("COBRA") with respect to any Former Employee or Transferred Employee or any "qualified beneficiary" (as defined in Section 4980B of its Affiliates of, an Eligible the Code) of any Former Employee or a Leave Transferred Employee with respect to any Seller Employee Plan. Buyer agrees to obtain within one hundred twenty (120) days of Closing, Health, long-term disability ("LTD"), life, and accidental death and dismemberment ("AD&D") Employee Plans of Buyer with benefits that shall generally be subject either the same as the benefits of similarly situated Buyer employees or comparable to the Closing benefits of the Seller health, LTD, life, and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment AD&D Employee Plans by which they were covered immediately before the Effective Time for Eligible Transferred Employees and Leave Employees shall be made on or before the Closing Date and their eligible dependents. (e) 401(k) Plan. (i) as FFE shall take whatever action is required under or with respect to Eligible Employeesthe Frozen Food Express Industries, will be effective as Inc. 401(k) Savings Plan ("FFE's 401(k) Plan") to cause the trustee of FFE's 401(k) Plan to distribute, or offer to distribute, the Effective Time, and (iiaccount of each Transferred Employee in accordance with the terms of FFE's 401(k) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, thatPlan, as to Leave Employees, such return occurs within 12 months soon as administratively feasible after the Effective Time, other than those Employees on military duty or leavebut only to the extent distribution is determined by the Plan administrator of FFE's 401(k) Plan to be permissible under the Code. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation (ii) As soon as of reasonably practicable after the Effective Time. Such offers of employment , Transferred Employees shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer become eligible to participate in a 401(k) Plan to be established by Buyer ("Buyer's 401(k) Plan") in accordance with the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept terms of Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”'s 401(k)

Employees. For a period of not less than twelve (a12) At least forty-five (45) days prior to months following the Closing DateEffective Time, Seller the Parent shall, or shall provide Buyer with an up-cause the Surviving Corporation to-date list of Employees. Buyer agrees that it shall make an offer of employment to , maintain (i) those Employees employee benefit plans, programs and arrangements and salaries (excluding equity-based plans and severance plans) for each individual who was an employee (and who, on after the Closing DateEffective Time, are actively at work or on temporary leave for purposes continues to be an employee) of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer Company or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject Subsidiaries immediately prior to the Closing Effective Time, which are, in the aggregate, no less favorable to any such individual than those provided pursuant to the Employee Plans (excluding equity-based plans and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (iseverance plans) as to Eligible Employees, will be effective as of immediately before the Effective Time, and (ii) employee benefit plans, programs and arrangements and salaries that are triggered upon the termination of employment for each individual who was an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (regardless of whether such individual continues to be an employee after the Effective Time), which are, in the aggregate, no less favorable to any such individual than those provided to similarly situated employees of Parent or a Subsidiary of Parent as of immediately before the Effective Time. Each Person who is an employee of the Company or its Subsidiaries immediately prior to Leave Employeesthe Effective Time (a “Covered Employee”) shall be given credit for all service with the Company or any of its Subsidiaries (and service credited by the Company or any of its Subsidiaries) prior to the Effective Time (to the extent recognized as service under corresponding Employee Plans in effect immediately before the Effective Time) for crediting service for purposes of eligibility to participate, will be effective upon each such Leave Employee’s return vesting and determination of level of benefits (but not for purposes of calculating benefit accrual service under any defined benefit pension plan), under (i) all employee benefit plans, programs and arrangements maintained by or contributed to active employment; providedby Parent and its Subsidiaries (including, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those the Surviving Corporation) in which such Covered Employees on military duty become participants, and (ii) severance plans maintained by Parent or leavea Subsidiary of Parent for purposes of calculating the amount of each Covered Employee’s severance benefits. Seller After the Effective Time, the Parent and Buyer the Surviving Corporation shall coordinate (i) waive all limitations as to preexisting conditions and waiting periods with respect to participation and coverage requirements applicable to the transition Covered Employees under any welfare benefit plans that such Covered Employees may be eligible to participate in after the Effective Time, and (ii) provide each Covered Employee with credit for any co-payments and deductibles paid during the portion of the employment of those Leave relevant plan year prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such Covered Employees who are on vacation as of eligible to participate in after the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described Nothing in this Section 7.8(a7.3 shall confer upon any employee of the Company or any of its Subsidiaries any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates, or interfere in any way with any right of the Company or any of its Subsidiaries or Parent of any of its Affiliates to terminate such employment at any time for any reason whatsoever (whether for cause or without cause) who accept Buyer’s offer without liability to the Company, or any of employment made pursuant to this Section 7.8(a) and become employees its Subsidiaries or Parent or any of Buyer shall be herein referred to as the “Transferring Employeesits Affiliates.”

Employees. Within fifteen (a) At least forty-five (4515) days after the Effective Date, Sellers shall provide Buyer a complete and accurate list of the names of Sellers’ employees, and their corresponding job titles, store or office locations (as the case may be), dates of hire, current rates of compensation, accrued and unused vacation leave and sick leave and other commitments that exist with respect to such employees, whether oral or in writing. Such list shall also indicate which such employees, if any, are not actively at work as of the date specified therein (other than due to vacation or short-term illness). Buyer may offer employment effective as of the Closing Date to such employees as Buyer shall determine in its sole discretion, at such salary and/or wage levels, with such benefits and under such other terms and conditions as Buyer shall determine in its sole discretion. Any employee who accepts an offer of employment from Buyer on or within 30 days after the Closing date shall be referred to herein as a “Transferred Employee”. Sellers shall retain all liabilities (including accrued vacation and liabilities arising in connection with COBRA) in respect of all of its employees, including Transferred Employees, other than liabilities associated with the Transferred Employees’ service with Buyer after the Closing Date. Sellers shall remain solely responsible for any and all obligations that might arise under the WARN Act arising out of any employment losses occurring prior to, on or after the Closing Date with respect to all current and former employees as of the Closing Date, Seller and shall provide Buyer take all actions that are necessary to comply with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees whothe WARN Act, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave including providing any notices required under the Family Medical Leave Act WARN Act. Sellers shall remain liable for all workers’ compensation claims arising out of 1993, injuries or long-term occupational diseases sustained or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or contracted before the Closing Date and (i) as to Eligible Employees, will be effective as of date the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after Transferred Employee commences employment with the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At least fortyExcept as otherwise provided herein, for the one-five year period commencing on the Closing Date (45or such longer period as may be required by the terms of any collective bargaining agreement or applicable law) days (the "Continuation Period"), Purchaser shall provide, or cause Gentek Holdings and Gentek to provide, those persons actively employed by Gentek Holdings and Gentek in the Business immediately prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)Closing, and (ii) to those Employees who, employees of the Business on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal lawvacation, leave under the Family Medical Leave Act of 1993absence, or disability (except employees on long-term or disability and on short-term disability who immediately thereafter become eligible for long-term disability) or medical sick leave or layoff (“Leave whether or not such employees return to active employment with Gentek Holdings or Gentek) (the "Fabral Employees”"), with employee benefits substantially similar to those provided to similarly situated employees of Purchaser; provided, however, provided that any offer all employee benefits which are provided under a Collective Bargaining Agreement listed on Section 3.19 of employment to, and any employment the Disclosure Schedule shall continue to be provided by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirementsPurchaser in all respects as set forth in such Collective Bargaining Agreements ("Continued Benefits"), including satisfactory completion Continued Benefits promised to retired Fabral Employees, until such time as the Continued Benefits shall have been the subject of pre-good faith bargaining by and among the parties to such Collective Bargaining Agreements. Notwithstanding the prior sentence, nothing herein shall prohibit or prevent Purchaser from terminating any Fabral Employees from employment background checks and drug screening. Such offers with Purchaser for any lawful reason, including without cause or as a result of employment for Eligible Employees and Leave a restructuring of the Business by Purchaser so long as such terminated Fabral Employees shall be made on or before entitled for the period from the Closing Date and (i) as to Eligible Employees, will be effective as the six-month anniversary of the Effective TimeClosing Date (the "Transition Period") to severance benefits in conformance with the terms of the Alcan Building Products Severance Policy, and (iiEmployee Relations Policy No. 16, a copy of which is set forth in Section 6.01(a) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, thatof the Disclosure Schedule, as applicable to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Fabral Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee)the Closing, including in lieu of severance benefits under the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesAlumax Severance Pay Plan.”

Employees. (a) At least forty-five (45) days The employment of all persons who are employees of Spinco immediately prior to the Closing DateDistribution but who are on short-term disability (“STD”) or workers’ compensation leave at that time (“Covered Employees”) shall be transferred from Spinco to Forest immediately prior to the Distribution and shall remain eligible for the same benefits normally available to Forest employees on STD or workers’ compensation leave. At the Closing, Seller Forest shall provide Buyer the Company with an up-to-date list of a schedule identifying all Covered Employees. Buyer agrees that it If a Covered Employee on STD leave returns to work at or prior to the time when such individual would cease to be eligible for Forest’s STD leave (which eligibility ceases 180 days from the inception of disability, inclusive of an elimination period), the Company or an affiliate of the Company shall make offer such Covered Employee employment on the same terms and conditions as would have applied to such Covered Employee had he or she remained continuously employed with Spinco and its affiliates from the inception of such Covered Employee’s disability, and such Covered Employee will thereupon be deemed to be a Continuing Spinco Employee for purposes of the Transaction Agreements. If a Covered Employee on workers’ compensation leave returns to work within six months of going on such leave, the Company or an affiliate of the Company shall offer such Covered Employee employment on the same terms and conditions as would have applied to such Covered Employee had he or she remained continuously employed with Spinco and its affiliates from the inception of such Covered Employee’s workers’ compensation leave, and such Covered Employee will thereupon be deemed to be a Continuing Spinco Employee for purposes of the Transaction Agreements. Each such Covered Employee who accepts such offer of employment from the Company or an affiliate of the Company shall have no further employment relationship with Forest or any affiliate of Forest. With respect to the period during which any Covered Employees participate in Forest’s STD program or are on workers’ compensation leave (and during any COBRA continuation period applicable to any such Covered Employee or his or her dependents), Forest (or its insurer) shall administer the benefits that such employees receive pursuant to the terms of Forest’s medical, dental, vision, life insurance, voluntary life insurance, accidental death and dismemberment insurance, voluntary accidental death and dismemberment insurance, employee assistance program, flexible benefits program, long term disability, club memberships and bus pass plans (collectively, the “Covered Employee Forest Plans”) as in effect on the Distribution Date and as may be amended by Forest in its sole discretion; provided, that if any such Covered Employee returns to work on a date other than the first day of a calendar month, such Covered Employee shall remain eligible for participation under the Covered Employee Forest Plans until the last day of the calendar month in which such Covered Employee returns to work. With respect to the period during which any Covered Employees participate in Forest’s STD program, the Company shall pay to Forest an amount equal to the sum of (i) those Forest’s 2006 COBRA rates to maintain medical, dental and vision insurance during such period for such Covered Employees who, on and their dependents who participate in the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)Covered Employee Forest Plans, and (ii) Forest’s actual costs during such period for the provision of STD, life insurance, voluntary life insurance, accidental death and dismemberment insurance, voluntary accidental death and dismemberment insurance, employee assistance program, flexible benefits program, long term disability, club memberships and bus pass benefits. Covered Employees who ultimately become employees of the Company (or an affiliate of the Company) pursuant to those Employees whothis paragraph shall be entitled, starting on the Closing Datefirst day of the first calendar month following the date of commencement of employment (or if such date of commencement of employment is the first day of a calendar month, are starting on maternity or paternity leavesuch date of commencement of employment), military leave with veterans reemployment rights under federal law, leave under to all benefits accruing to Spinco Employees pursuant to the Family Medical Leave Act terms of 1993, or long-term or short-term disability or medical leave the Employee Benefits Agreement after the date of commencement of employment (“Leave EmployeesCommencement Date”), but shall not be entitled to any such benefits accruing prior to such date; provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave (A) such Covered Employees shall be made on or before entitled to the Closing conversion of their Unvested Forest Stock Options existing at the Commencement Date and (i) as to Eligible Employees, will be effective as options to acquire shares of the Effective TimeCompany Common Stock utilizing the Option Exchange Ratio provided in Section 2.9 of the Merger Agreement, but according to daily closing prices for the last five trading days immediately preceding the Commencement Date (rather than daily closing prices before and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those ) and (B) in lieu of a direct plan-to-plan transfer of assets with respect to such Covered Employees on military duty or leave. Seller and Buyer shall coordinate from the transition Forest Savings Plan to the Company Savings Plan as provided in Section 6.9(d) of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment Merger Agreement, each such Covered Employee shall be made allowed to elect a direct rollover from the Forest Savings Plan to the Company Savings Plan on substantially the same such reasonable terms and conditionsconditions as are agreed to by Forest and the Company (such terms and conditions shall, including benefitshowever, as exist for similarlypermit an in-situated employees kind rollover of Buyer and contain no reduction in base salary or wages for any such offered Employee outstanding loan from the base salary or wages in effect for Forest Savings Plan to such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Covered Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At least forty-five (45) days prior to the Closing Date, Seller Buyer shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to each employee of Seller (other than any employee listed by Seller as an “Excluded Employee” on Schedule 5.7(a) (each such listed employee, an “Excluded Employee”)) who (i) those Employees whois assigned to work exclusively in the operation of the Stations as of the Effective Time and is an active employee of Seller as of the Effective Time (collectively, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Active Employees”), and (ii) is assigned to those Employees who, on work exclusively in the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under operation of the Family Medical Leave Act Stations as of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer the Effective Time and is an inactive employee of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective Seller as of the Effective Time, and including but not limited to employees on paid or unpaid leave of absence, short-term disability or long-term disability (iicollectively, “Inactive Employees”), or (iii) is listed by Seller as to Leave an “Additional Employee” on Schedule 5.7(a) (collectively, “Additional Employees, will be ”). Buyer shall offer employment effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after of the Effective Time, other than those Employees on military duty or leave. Seller Time to each Active Employee and Buyer shall coordinate the transition of the employment of those Leave Employees Additional Employee who are on vacation is actively employed as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment to each Inactive Employee and each Additional Employee who is not actively employed as of the Effective Time shall be made pursuant promptly when such employee is eligible to this Section 7.8(areturn to active service; provided such employee has a right to re-employment under applicable laws or Seller’s employment policies. Such offers of employment to the Active Employees and the active Additional Employees shall be made at least ten (10) business days prior to the Closing Date and become employees of must remain outstanding for at least five (5) business days but in no event later than the business day immediately preceding the Closing Date. Buyer shall be herein referred employ each such employee who accepts Buyer’s offer of employment prior to as the Effective Time (collectively, the “Transferring Transferred Employees”) as of the Effective Time. At the Closing, Buyer shall provide Seller with a list of the Transferred Employees. Inactive Employees and inactive Additional Employees shall be treated as “Transferred Employees” when they commence work with Buyer. Schedule 5.7 shall include a complete list of the Active Employees, the Inactive Employees and the Additional Employees, and each such employee’s date of hire, salary or wage rate, bonus or commission opportunity and, if applicable, reason for inactive status.”

Employees. (a) At Following the Effective Time, (i) Parent shall cause Newco and its successors: (A) to satisfy each of the agreements and arrangements (the "Employment Obligations") described in subsection (c) below with respect to the employees (the "Contract Employees") subject to such agreements and arrangements, (B) use its commercially reasonable efforts to retain each present full-time employee of the Company at such employee's current position with such current responsibilities(or, if offered to, and accepted by, an employee, a position for which the employee is qualified with Newco or Parent at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by Newco or Parent on and after the Effective Time, that is at least forty-five (45) days equal to the aggregate compensation that such person was receiving from the Company prior to the Closing Date, Seller shall provide Buyer with an up-to-date list Effective Time (unless there is a material change in the duties and responsibilities of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”such employee), and (ii) in the event that Parent causes Parent or Newco to those Employees who, on continue to employ officers or employees of the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective Company as of the Effective Time, Newco or Parent or their successors shall employ such persons on the Effective Time who are not Contract Employees as "at will" employees, (iii) officers and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months employees of the Company who continue employment with Newco or Parent or their successors after the Effective TimeTime and who are Contract Employees will be employed pursuant to the terms and conditions of their respective Employment Obligations, and (iv) in the event Newco or Parent or their successors do not employ, or terminate the employment (other than those Employees on military duty as a result of unsatisfactory performance of their respective duties or leave. Seller and Buyer shall coordinate the transition for cause) of any officers or employees of the employment of those Leave Employees who are on vacation Company as of the Effective Time. Such offers Time who are not Contract Employees, Parent shall cause Parent or Newco or their successors to pay the following severance benefits to such employees: a minimum of employment shall be made on substantially the same terms and conditions2 weeks' salary, including benefitswith an additional one week for each year of service, as exist for similarly-situated employees with a maximum of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees26 weeks' salary.”

Employees. (a) At least forty-five Prior to the Closing Date, Purchaser shall make a Qualifying Offer of Employment (45as defined below), to be effective immediately following the Closing, to each employee of Telecom or IBS who works primarily in the Services Business as of the Closing (including those individuals on vacation, disability or leave of absence, paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) days shall be employment at will and Purchaser shall not have an obligation to continue any such employment for a specified period. An offer of employment shall be deemed a "Qualifying Offer of Employment" if (A) the proposed base salary and level of incentive compensation is no less than the employee's base salary and level of incentive compensation immediately prior to the Closing Date and (B) the proposed principal place of employment is within ten miles of the employee's principal place of employment immediately prior to the Closing Date, Seller shall provide Buyer with an up-to-date list . Each employee of Employees. Buyer agrees that it shall make an offer a Trans- ferred Company as of employment to (i) those Employees who, on the Closing Date, are actively at work and each other employee of Telecom or on temporary leave IBS described above who accepts the offer of employment described in the preceding sentence within 30 days of the Closing Date and that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Pur- chaser (or any affiliate) for purposes of jury (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or annual two-week national service/military dutythe application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, on vacation "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or on a regularly scheduled day off from work (“Eligible Employees”an affiliate), and (iiiii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights determination of vacation benefits under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”)Purchaser's vacation policy; provided, however, that any offer of employment tothat, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee in each case such service shall not be subject recognized to the Closing and to Buyer’s standard employment requirements, including satisfactory completion extent that such recognition would result in a duplication of pre-employment background checks and drug screeningbenefits. Such offers of employment for Eligible Employees and Leave Transferred Employees shall also be made on given credit for amounts paid under a Benefit Plan or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially otherwise during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions, including benefits, as exist for similarly-situated employees conditions of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeescomparable Purchaser Welfare Plan.”

Employees. Buyer may, in its sole and absolute discretion, make employment available to some or all employees of Seller at the Branch (a) At least forty-five (45) the "Employees"). Seller agrees to deliver to Buyer a list of all Employees employed at the Branch by name, date of hire, salary and position, as of the most recent practicable date and to give Buyer access to personnel files concerning each of the Employees employed at the Branch within seven days prior of receiving written consent of such Employees. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the execution of this Agreement. Employees may be hired by Buyer on terms and conditions as are determined by the Buyer in Buyer's sole and absolute discretion. Buyer shall not disclose or provide Seller with any information relating to its criteria or processes for determining whether or not to make offers of employment to any Employees, and Seller acknowledges that it has and will not receive any such information. Buyer shall notify each Employee as to whether or not Buyer will be offering employment to such Employee no later than seven business days before the Closing Date. Each Employee shall be given five Business Days from the date of Buyer's offer to accept or decline the employment offer. Employees accepting Buyer's offer are referred to as "Transferred Employees." Beginning on the date on which any of Seller's Employees are hired by Buyer, Seller Buyer shall provide Buyer with an up-to-assume all obligations and liabilities which may arise as a result of Buyer's employment of the Transferred Employees on or after such first date list of Employees. Buyer agrees that it shall make an offer of employment of the Transferred Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Nothing contained herein is to be construed as (i) those Employees who, on the Closing Date, are actively at work offering or on temporary leave creating an employment contract or guarantee of employment for purposes any specified period of jury time for any Employee or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) any other obligation to those Employees who, on employ such Employees. Neither Buyer nor Seller may send any communications to any Employee employed at the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under Branch concerning the Family Medical Leave Act subject matter of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to this Section 4.01 without the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as prior written consent of the Effective Timeother party, and (ii) as which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to Leave Employees, will be effective upon each such Leave any Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate Parent agree that for a period of two years after the transition of the Closing, neither Seller, Parent nor its respective affiliates will solicit employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Transferred Employees.”

Employees. (a) At least forty-five (45) days prior to During the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, period commencing at the Effective Time and ending on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as first anniversary of the Effective Time, and Parent shall, or shall cause the Surviving Corporation or any Subsidiary of Parent to provide each Company Employee who continues to be employed by Parent, the Surviving Corporation or any Subsidiary of Parent as of the Effective Time (iieach, a “Continuing Employee”) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, thatwith (i) at least the same level of base salary or hourly wage rate, as the case may be, that was provided to Leave Employees, such return occurs within 12 months after Continuing Employee immediately prior to the Effective Time, (ii) target annual cash performance bonus opportunities (but not equity or cash-settled equity based incentive opportunities) that are no less than the target annual cash performance bonus opportunities in effect with respect to such Continuing Employee immediately prior to the Effective Time, (iii) severance pay and benefits to any Continuing Employee who incurs a “qualifying termination” at any time during the one-year period following the Effective Time at levels that are no less favorable than the levels of such severance pay and benefits as in effect under the applicable Company Benefit Plans immediately prior to the Effective Time (where, for such purpose, “qualifying termination” shall mean any termination of employment that would have resulted in severance pay and benefits under such Company Benefit Plan if such termination had occurred immediately prior to the Effective Time), and (iv) other than employee benefits that are substantially comparable in the aggregate to those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of provided to such Continuing Employee immediately prior to the Effective Time. Such offers In addition, without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation or any Subsidiary of employment shall be made on substantially Parent to, pay the same terms amount of any cash bonus or commission that becomes earned and conditions, including benefits, as exist for similarly-situated payable to eligible employees of Buyer the Company or any Company Subsidiary pursuant to the terms of those Company Benefit Plans that are cash bonus or commission plans set forth in Section 6.13(a) of the Company Disclosure Letter and contain no reduction in base salary or wages for any such offered Employee from made available to Parent by the base salary or wages in effect for such Employee with Seller immediately Company prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee)the Effective Time, including for the offer to participate fiscal year in which the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described Effective Time occurs in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesaccordance with their terms.”

Employees. (ai) At least forty-five (45) days prior to Contemporaneously with the Closing DateClosing, Seller the Sellers shall provide Buyer with an up-to-date list terminate the employment of Employees. Buyer agrees that it shall make an each Business Employee who accepts any offer of employment from Buyer pursuant to Section 6.7(ii) (i) those Employees whoeach, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible EmployeesHired Employee”). The Sellers hereby consents to the hiring of any such Hired Employees by the Buyer and waives, and (ii) with respect to those Employees whothe employment by the Buyer of such Hired Employees, on any claims or rights the Closing Date, are on maternity Sellers may have against the Buyer or paternity leave, military leave with veterans reemployment rights any such Hired Employee under federal law, leave under the Family Medical Leave Act of 1993any non-competition, or long-term or short-term disability or medical leave (“Leave Employees”)employment agreement; provided, however, that the Hired Employees shall be required to observe any offer of employment tonondisclosure obligations set forth therein. Except as expressly otherwise provided in subsections (b) or (c) hereof, and any employment by in no event shall Buyer or any of its Affiliates ofbe liable for any wages (including vacation time, an Eligible sick time, paid-time-off, commissions or bonuses), pension, unemployment, retirement, disability or other benefits or obligations (i) which is owed to any employee of the Sellers who does not become a Hired Employee or (ii) which is earned by any Hired Employee on or prior to the Closing. In no event shall Sellers or any of its Affiliates be liable for any wages (including vacation time, sick time, paid-time-off, commissions or bonuses), pension, unemployment, retirement, disability or other benefits or obligations (i) owed to any employee of the Sellers who becomes a Leave Hired Employee shall be subject to and (ii) which is earned by any Hired Employee after the Closing. Immediately after the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, Sellers shall obtain from every Business Employee to which Buyer has made an offer, a resignation letter and shall pay all amounts due (ii) “proporcionales” or prorated vacation, Christmas bonus, profit sharing and all pursuant to the law as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition per a termination of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employeeemployment), including with the offer to participate in the exception of severance since Buyer Benefit Plans as provided below. Those Eligible will hire those Hired Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeeswith their seniority.”

Employees. (a) At least forty-five Within fifteen (4515) days following the execution of this Agreement (the “Offer Period”), NewCo shall offer each employee of the Debtors (other than Holdings) (including those on temporary furlough, leave of absence or disability) as of the date of this Agreement and any employee hired by any of the Debtors (other than Holdings) in the ordinary course of business consistent with past practice prior to the Closing Dateapplicable Effective Time (each a “Subsidiary Covered Employee”) employment at NewCo effective as of, Seller shall provide Buyer with an up-to-date list but contingent upon, the applicable Effective Time. During the Offer Period, NewCo may, in its discretion, make offers of Employeesemployment at NewCo to one or more employees of Holdings (other than any person also employed by Sierra Constellation Partners), effective as of, but contingent upon, such Effective Time as is reasonably agreed between the Debtors and Agent (each, a “Holdings Offered Employee”). Buyer agrees that it shall make an Each offer of employment made by NewCo to a Subsidiary Covered Employee or a Holdings Offered Employee shall provide for (i) those Employees whosubstantially the same position, on the Closing Datetitle, are actively at work location, duties, base salary or on temporary leave for purposes wage rate and annual cash bonus incentive compensation opportunity (as a percentage of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), base salary) and (ii) employee benefits and other terms and conditions of employment (excluding with respect to equity-based compensation, pension benefits, or one-time or special compensation arrangements), in each case that are substantially comparable to those Employees who, on provided to such employee by the applicable Greenrose Entity immediately prior to the applicable Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as prior to Leave Employees, such return occurs within 12 months after the applicable Effective Time, other than those Employees on military duty the Debtors shall not (x) materially amend or leave. Seller and Buyer shall coordinate the transition of the modify any employment of those Leave Employees arrangements, except as required by law or (y) enter into any new employment arrangements with any person who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in will receive a base salary of more than $100,000 without the consent of NewCo and the Agent, such consent not to be unreasonably withheld, conditioned or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided belowdelayed. Those Eligible Employees and Leave Employees described in For purposes of this Section 7.8(a) 2.3, any Subsidiary Covered Employee or Holdings Offered Employee who accept Buyer’s offer of employment made pursuant to becomes employed by NewCo in accordance with this Section 7.8(a) and become employees of Buyer shall be herein 2.3 is referred to as the a “Transferring EmployeesTransferred Employee.”

Employees. (a) At least forty-five (45) days Effective as of the Closing Date, subject to the fourth sentence of this Section 2.5(a), the Buyer shall offer employment to each of the Employees in such positions of responsibility, with similar compensation as such Employees had with the applicable Seller or Affiliate of Seller immediately prior to the Closing Date, and with such employee and welfare benefits, as may be substantially comparable in the aggregate as such Employees had with the applicable Seller or Affiliate of Seller immediately prior to the Closing Date (other than with respect to any profit-sharing or equity-based compensation and benefits), so long as such Employees are not excluded persons under any federal health care program. Schedule 2.5(a) attached hereto sets forth the employee and welfare benefits provided to the Employees as of the Effective Date. Subject to the foregoing, such employment shall be on terms mutually acceptable to the Buyer and the Employee, and for a period of no less than one (1) year following the Closing Date, unless the Buyer sooner terminates the employment of any Transferring Employee for cause (including, without limitation, as a result of egregious underperformance) or any Transferring Employee voluntarily resigns or retires. Effective as of the Closing Date, subject to the second sentence of Section 6.3(c), the Buyer shall be entitled to, but not obligated to, offer employment to any Former Employees and, in such an event, the Buyer shall not be required to provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to any Employee who is employed in the position which was previously held by the applicable Former Employee. After the Effective Date, the Sellers shall, with respect to their respective arrangements with the Employees or any Former Employees, eliminate (i) those any contractual provisions or other restrictions that would otherwise prevent the Employees who, on or any Former Employees from becoming an employee of the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), Buyer and (ii) any confidentiality restrictions that would prevent the Employees or any Former Employees who accept employment with the Buyer from using or transferring to those Employees who, on the Closing Buyer any information Related To the operation of the Business. After the Effective Date, are on maternity the Sellers shall not prevent, prohibit or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993restrict, or long-term threaten to prevent, prohibit or short-term disability restrict the Employees or medical leave any Former Employees from being employed by the Buyer and shall not offer any incentive, including, without limitation, by offering any opportunity for other employment with any Seller or Affiliate of any Seller, to the Employees or any Former Employees to decline employment with the Buyer. After the Effective Date, the Sellers (“Leave Employees”); providedx) shall facilitate interviews between each of the Employees or any Former Employees and the Buyer, however, that (y) shall not discourage the Employees or any offer of employment to, Former Employees from participating in such interviews and (z) shall not interfere in any employment by Buyer negotiations between any Employee or any of its Affiliates of, an Eligible Former Employee or a Leave Employee shall be subject to and the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, The Sellers will be terminate effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of Closing Date the employment of those Leave the Employees. Those Employees or Former Employees who are on vacation as of receive and accept the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees as of Buyer shall be herein the Closing Date are referred to hereafter as the “Transferring Employees.”” After the Effective Date, the Sellers will cooperate with the Buyer in effecting transfer of the Transferring Employees to the employ of the Buyer. Except to the extent prohibited by applicable Law, the Buyer shall treat the service by the Transferring Employees with the applicable Seller or Affiliate of Seller as service with the Buyer for all purposes.

Employees. Buyer hereby acknowledges that the August Partnership entered into that certain Management Agreement, dated as of December 31, 1993 (a) At least forty-five the "Management Agreement"), with Leisure Care, Inc., a Washington corporation (45) days the "Manager"), for the management of the Properties. The Management Agreement shall be terminated effective as of the Closing. However, Buyer hereby acknowledges that Seller has an interest in preserving a continuity of employment for Manager's employees. Accordingly, Buyer hereby covenants and agrees to offer employment to each of Manager's employees that are employed by Manager at the Properties immediately prior to the Closing Date(collectively, Seller shall provide Buyer the "Employees"), at the salaries that Manager pays such Employees as of the date hereof, and with an up-to-date list of Employeescoverage under one or more group health plans that are substantially the same as the plans summarized on Exhibit "R" attached hereto. Buyer agrees The parties hereby acknowledge and agree that it shall make an offer of employment to (i) those Manager shall be paying all Employees whoall sums that they are owed as of the Closing for earned but unpaid salaries, on wages, benefits and reimbursements and (ii) Buyer shall not assume any liability for any earned but unpaid salaries, wages, benefits or reimbursements, including, without limitation, any accrued but unpaid vacation days or personal holidays, in connection with Manager's employment of the Employees. Seller shall indemnify, protect, defend and hold Buyer harmless from and against any and all Claims with respect to amounts payable under the Management Agreement or amounts owed to Employees for the period prior to the Closing. Notwithstanding anything to the contrary contained herein, (a) Buyer, its agents and representatives shall be entitled, at Buyer's sole cost and expense, to enter onto the Properties after the Due Diligence Termination Date during normal business hours, upon reasonable advance notice to Seller and, at Seller's election, accompanied by a representative of Seller, to arrange for the orderly transfer of the operations of the Properties as of the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (iib) Seller shall use commercially reasonable, good faith efforts to those Employees who, on cause Manager to cooperate with the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesforegoing.”

Employees. (a) At least forty-five (45) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective Effective as of the Effective Time, and (ii) as to Leave Employees, the Employees will be effective upon offered employment by Veritek pursuant to the terms of an offer letter delivered by Veritek to each Employee on the Closing Date in a form reasonably acceptable to, and agreed by, Seller which reflects the terms of employment and benefits as set forth in this Section 3.1. The terms of employment of each Accepting Employee following Closing shall be at the same or greater rate of base salary, in the same general location and for a comparable position as each had with Seller immediately prior to the Closing. Effective as of the Closing Date, Veritek will provide to each Accepting Employee, for at least one year following the Closing Date or until the termination of such Leave Accepting Employee’s return employment by Veritek, whichever first occurs, the benefits set forth at Exhibit 5.4 during such period (the terms of Exhibit 5.4 to active employment; providedbe proposed by Buyer and agreed by Seller in good faith at Closing. Furthermore, thatthe parties hereto acknowledge that Veritek will not provide stock purchase and equity incentive plans to its employees. For the purposes of satisfying the service requirements, if any, as well as for purposes of computing vesting in Veritek’s employee benefit plans or company policies, Veritek will treat service by each of the Accepting Employees with Seller as service with Veritek. Notwithstanding the foregoing, Veritek will grant credit to Leave Employees, such return occurs within 12 months after each Accepting Employee under its benefits plans for all sick leave accrued by Accepting Employees prior to the Effective Time, other than those Employees Time pursuant to Seller’s employee plans provided the Employee accepts employment with Veritek on military duty or leave. Seller the Closing Date and Buyer shall coordinate the transition does not voluntarily terminate such employment within 10 days of the employment Closing Date. Veritek will also provide the Accepting Employees with credit for payments made by Accepting Employees prior to the Closing under Seller’s health, dental and vision plans, towards deductibles and out of those Leave pocket maximums arising under Veritek’s health, dental and vision plans. All Accepting Employees who are on vacation shall cease active participation in all plans, programs and arrangements of Seller relating to compensation and employee benefits as of the Effective Time. Such offers For purposes of employment shall be made on substantially the same terms medical, dental, vision, disability and conditionsother, including similar benefits, as exist a claim will be deemed to have been incurred upon the incurrence of a qualified expense for similarly-situated employees of Buyer and contain no reduction in base salary which reimbursement or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee payment is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeessought.”

Employees. (a) At least forty10 days prior to the Closing Date (or such lesser time as may be appropriate for employees who are hired or return from a leave of absence within 10 days of the Closing Date or as the parties may otherwise agree), the Purchaser will extend a written offer of employment to each of the employees identified on Schedule 10.1 (the “Employees”) (which schedule will be updated by the Seller prior to the Closing Date by deleting those individuals no longer employed in connection with the Business and adding any individuals who have become so employed since the schedule was first prepared or the last revision thereto, as the case may be; such schedule shall also set forth, with respect to any Employee on leave, the date such leave commenced and the expected date of return, if known). Effective as of the Closing Date, the Purchaser will hire each Employee who timely accepts the offer of employment extended by the Purchaser (such Employees, the “Transferred Employees”). An offer of employment extended by the Purchaser to an Employee in accordance with the foregoing provisions of this Section 10.1 will be for a position with job duties substantially similar to the job duties of the position that the Employee held immediately prior to the Closing Date and on at least the same terms and conditions as those in effect immediately prior to the Closing Date including any terms and conditions required by any applicable employment agreement, but excluding benefits provided under any equity-five (45) days based benefit plans and any benefit plans providing for post-retirement benefits. The Purchaser will extend an offer of employment to Employees who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date to at least the same extent, if any, as such Employees would be entitled to reemployment under either applicable Law or the Seller’s policies and procedures in existence immediately prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make and any such Person who accepts such an offer of employment will be treated as a Transferred Employee, provided that no such offer need be extended by the Purchaser to any Employee (i) those Employees who, who has been on the Closing Date, are actively at work or on temporary an approved leave of absence (other than military leave) for purposes more than [*] as of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s whose return to active employment; provided, that, as employment is not reasonably expected to Leave Employees, such return occurs occur within 12 months after [*] following the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing Date.”

Employees. (a) At least forty-five Buyer shall (45or shall cause its Designated Employing Entity to) days (i) continue the employment on and, subject to Section 7.01(d), after each Relevant Closing Date of each Transferred Entity Employee (other than any Transferred Entity Employee who primarily provides services in the United States and is not “actively employed” by the applicable Transferred Entity by reason of long term disability immediately prior to the Relevant Closing Date (each, a “Retained Employee”)) and (ii) in respect of each Automatic Transfer Employee, accept the transfer of each individual (who does not object to transfer) to Buyer or its Designated Employing Entity pursuant to the Transfer Regulations, and (iii) on or prior to the Relevant Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall when and as required by Law, make an offer of employment to each Offer Employee who is actively employed at the Businesses immediately prior to the Relevant Closing Date (each an “Active Employee”) on the terms set forth in this Sections 7.01(a) and Section 7.02(a). No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity. For this purpose, an Offer Employee shall be considered to not be “actively employed” only if he or she under notice of termination for any reason is on long-term disability or absent from work and receiving payments under any permanent health insurance scheme. With respect to any Offer Employee who is not an Active Employee but for whom Sellers have an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”) and each Retained Employee, Buyer shall or shall cause its Designated Employing Entity to offer employment to each such Inactive Employee or Retained Employee effective on the first date such Inactive Employee or Retained Employee is eligible to return to work or otherwise becomes eligible for employment, reemployment, reinstatement or reactivation, provided that with respect to any such U.S.-based Inactive Employee or Retained Employee, such Inactive Employee or Retained Employee is able to return to work within six (6) weeks following the Relevant Closing Date, but Buyer may in its sole discretion choose to make or cause its Designated Employing Entity to make an employment offer to any Inactive Employee or any Retained Employee effective from or after the Relevant Closing Date and prior to such Inactive Employee’s return to work within six (6) weeks following the Relevant Closing Date. Sapphire shall, and shall cause any Affiliate to, provide Buyer with an update on the anticipated return to work date for each Inactive Employee in regular intervals sufficient to allow Buyer to comply with its obligations under this Section 7.01(a) and through the date that is six (6) weeks following the Relevant Closing Date. With respect to the UK Automatic Transfer Employees, the Parties (i) those Employees who, on intend that such employees will transfer from Sapphire UK ServiceCo to Buyer UK ServiceCo with immediate effect from the Principal Closing Date, are actively at work or on temporary leave for purposes as a result of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), service provision change under the TUPE Regulations; and (ii) shall cooperate to those prepare or amend services agreements for the provision of the services of the UK Automatic Transfer Employees whofrom Sapphire UK ServiceCo to UK Newco with respect to the period prior to the Principal Closing (the “Sapphire Services Agreement”) and, separately, Buyer UK Serviceco to UK Newco in the period following Principal Closing (the “Diamond Services Agreement”), to effect such transfer under the TUPE Regulations, Sapphire shall or shall cause Sapphire UK ServiceCo to provide Buyer with a reasonable opportunity to review and comment on the relevant provisions in the Sapphire Services Agreement prior to its implementation, and Buyer shall or shall cause Buyer UK ServiceCo to provide Sapphire with a reasonable opportunity to review and comment on the relevant provisions in the Diamond Services Agreement prior to its implementation. With respect to Offer Employees located in India, Buyer shall (or cause its Designated Employing Entity to) make offers of employment that contractually honor such Offer Employees’ continuous service with Sapphire or the applicable Retained Entity. With respect to Offer Employees located in the United Arab Emirates, the Parties shall and shall cause their Affiliates (or in the case of Buyer, its Designated Employing Entity) to cooperate to enter into a tripartite agreement between each Offer Employee, Sapphire (or the applicable Retained Entity), and Buyer (or its Designated Employing Entity) which shall include the Offer Employee’s acceptance of new employment terms with Buyer (or its Designated Employing Entity) to commence on the Principal Closing Date(such terms to be in accordance with Section 7.02(a)); and, in circumstances where an Offer Employee executes such tripartite agreement and becomes a Transferred Employee, Sapphire shall transfer or shall cause the applicable Retained Entity to transfer any accrued end of service gratuity with respect to such Transferred Employee to Buyer or its Designated Employing Entity within ten (10) Business Days following the Principal Closing. Notwithstanding anything to the contrary in this Section 7.01(a), such offers of employment may be made conditioned on the Relevant Closing and on the Offer Employee satisfying Buyer’s or its Designated Employing Entity’s generally applicable background checks, drug screens, work authorization verification and similar requirements and other requirements to execute and deliver standard confidentiality, restrictive covenant and similar agreements to the extent permitted by applicable Law. Offer Employees who accept such offer of employment in accordance with its terms and who actually commence active employment with Buyer or its Designated Employing Entity, Automatic Transfer Employees (who do not object to transfer) and the Transferred Entity Employees are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under referred to herein as the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Transferred Employees” and Business Employees who are Transferred Employees are referred to herein as “Transferred Business Employees”); provided, however, that any offer of an Inactive Employee shall not be considered a Transferred Business Employee until such Inactive Employee actually commences active employment to, and any employment by with Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction Designated Employing Entity in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee accordance with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees7.01(a).”

Employees. (a) At least forty-five Attached hereto as SCHEDULE 5.1 is a list of the personnel primarily associated with Seller's operations on the Owned Real Property and the Leased Real Property, and certain other employees, all as determined by the parties (45the "Employees") days as of the date hereof. Giving effect to any additions or subtractions from such list as a result of personnel changes occurring in the ordinary course of business, Buyer shall offer employment to all of the Employees as of the Closing Date on an "at will" basis with the same base salary and annual cash bonus opportunity as in effect for such Employee immediately prior to the Closing DateDate and, Seller shall provide Buyer with an up-to-date list otherwise subject to Buyer's terms, conditions and policies of Employees. Buyer agrees employment; provided, however that it shall make an offer of employment any Employee who is absent from work immediately prior to (i) those Employees who, on the Closing DateDate due to injury, are actively at work disability or approved leave of absence, shall be offered employment hereunder effective upon the Employee's return to active employment, if such Employee returns to active employment no later than (1) if on a short-term disability, workers' compensation leave or on temporary an approved leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave absence under the Family and Medical Leave Act of 1993, as amended ("FMLA" or long-term or under the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"), the last day on which the Employee may return to work under the provisions of the applicable Seller short-term disability plan, FMLA, USERRA or medical leave workers' compensation act, or (“Leave Employees”); provided2) for all other approved leaves of absence workers' compensation leave, however, that any offer within six (6) months of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screeningDate. Such Employees who accept such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and from Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer as of the Closing Date or, for Employees who are absent from work on the Closing Date due to, injury, disability or approved leave of absence, as of the date of their return to active employment as described in the previous sentence (the "Transferred Employees"). Nothing herein shall be herein referred require Buyer to as the “Transferring Employeesemploy any Transferred Employee for any length of time.”

Employees. (a) At least forty-five As soon as practicable after the date of this Agreement, Home Savings shall, to the extent not previously provided to IBC, provide IBC with a list of all of Home Savings' employees employed at the Branches (45"Branch Employees") by name, date of hire, current salary and position and shall promptly provide to IBC the most recent performance evaluation and other compensation information (including anticipated bonuses, if any) for any Branch Employee who consents in writing to the provision of such information to IBC. IBC shall interview each Branch Employee for employment effective as of the Closing and use its reasonable efforts to hire as many of the Branch Employees as 26 possible consistent with, and subject to, IBC's requirements and employment policies. Home Savings shall permit IBC to interview Branch Employees, at times and locations acceptable to each of Home Savings and IBC. No later than sixty (60) days prior from the date of this Agreement, IBC shall provide to Home Savings a list of the Branch Employees it intends to employ following the Closing. Home Savings shall permit IBC to communicate with Branch Employees at reasonable times and upon reasonable notice, concerning IBC's plans, operations, business, customer relations and general personnel matters, provided that such contacts shall be conducted in a manner as is reasonably acceptable to Home Savings. Each Branch Employee offered employment by IBC effective as of the Closing Date who accepts such employment shall be referred to herein as a "Transferred Employee." If any Transferred Employee is terminated by IBC within six (6) months following the Closing Date, Seller Home Savings shall provide Buyer with an up-to-date list pay to such Transferred Employee the amount that Home Savings would have paid to such employee pursuant to Home Savings' severance policy (a copy of Employees. Buyer agrees that it shall make an offer of employment which has been provided to (iIBC) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment if such Transferred Employee had been terminated by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be Home Savings effective as of the Effective TimeClosing Date. IBC shall allow those Branch Employees to whom it does not offer employment to have access to job postings, and (ii) listings or other means of communicating job opportunities to IBC's employees as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer IBC shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesordinarily utilize.”

Employees. (a) At least forty-five (45) Except with regard to Employees working at Vic's Shop, the Buyer shall be allowed to interview each Employee for employment effective as of the Effective Time and shall consider these Employees for hire consistent with, and subject to, the Buyer's requirements and employment policies. The Buyer shall not be obligated to hire any particular Employees or numbers of Employees of the Sellers. The Sellers shall permit the Buyer to interview Employees at times and locations acceptable to each of the Sellers and the Buyer. No later than 30 days prior from the date of this Agreement, the Buyer shall provide to the Sellers a list of Employees it intends to employ following the Closing Date. The Sellers shall permit the Buyer to communicate with Employees at reasonable times and upon reasonable notice concerning the Buyer's plans, Seller operations, business, customer relations and general personnel matters, provided that such contacts shall provide be conducted in a manner as is reasonably acceptable to the Sellers. The Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of pay to any Employee not offered comparable employment (but not to (iany Employee offered comparable employment who does not accept such employment) those Employees whoby the Buyer, on within 30 days from the Closing DateDate or such shorter amount of time as may be required by law, are actively the amount of accrued vacation and sick pay, if any, set forth on Schedule 5.02 attached hereto. Notwithstanding the foregoing, Employees of Sellers who work at work Vic's Shop will not be interviewed by Buyer nor offered employment by Buyer and will remain Employees of their present Employer without payment of any vacation pay or on temporary leave for severance by Buyer pursuant to this Section 5.02(a). Each Employee offered employment by the Buyer effective as of the Closing Date who accepts such employment shall be referred to herein as a "Transferred Employee." For purposes of jury or annual two-week national service/military dutyeligibility and vesting (but not for benefit accrual purposes) under any qualified retirement plan of the Buyer for which a Transferred Employee otherwise becomes eligible, on such Transferred Employee shall be given credit for the time employed by the Sellers. For purposes of determining any severance benefits payable from the Buyer to a Transferred Employee, such Transferred Employee shall be given credit for the time employed by the Sellers. It is understood that the accrued vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on sick pay information shall be updated as of the Closing DateDate to account for the normal accrual of vacation and sick pay and in accordance with Section 4.01. If this Agreement is terminated, are on maternity then the Buyer shall not solicit to hire or paternity leavehire any current employee of Sellers for five (5) years from the date of such termination or, military leave with veterans reemployment rights if shorter, the maximum length of time that such prohibition would be enforceable under federal applicable law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by the Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for may hire any such offered Employee employee whose employment with the Sellers was terminated by the Sellers or such employee without any solicitation from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At least forty-five From the date hereof and through the Closing, Sellers shall provide Parent, Purchasers and their respective Affiliates and Representatives with reasonable access during normal business hours to the employees of Sellers, their Affiliates and Subsidiaries and the Books and Records relating to such employees, for the purpose of evaluating to which employees, if any, Purchasers and their Affiliates may desire to offer employment as of the close of business on the Closing Date pursuant to this Section 7.9(a). Sellers, Members and their respective Affiliates and Subsidiaries shall reasonably cooperate with, and provide reasonable assistance to, Purchasers, Parent and their respective Affiliates and Representatives to enable them to make such evaluations. No later than ten (4510) days prior to the Closing Date, Purchasers shall deliver to Sellers a list of Sellers’ employees to whom either Purchaser (or an Affiliate of either Purchaser) intends to offer employment as of the close of business on the Closing Date. To the extent not prohibited by applicable Law, each Seller shall provide Buyer with terminate the employment of all of such employees effective as of the close of business on the Closing Date. Within fifteen (15) days after Closing each Seller shall cause to be discharged, satisfied and paid in full to all of its employees an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment amount equal to (i) those Employees whoall Liabilities associated with any severance obligations owed to such employees pursuant to any Employee Benefit Plan, including any employment agreement, offer letter or compensation arrangement or applicable Law, and (ii) any other amounts such employees may be entitled to receive as the result of employment termination, including accrued wages, accrued and unused vacation and other paid time off and accrued bonuses, if any. Those of Sellers’ employees who receive and accept either Purchaser’s (or any such Affiliate’s) offer of employment and report to work for active duty with such Purchaser (or any such Affiliate) immediately following the Closing are collectively referred to herein as the “Hired Employees.” Each Seller shall, effective as of the close of business on the Closing Date, are actively release all Hired Employees from and, if requested by Purchasers, assign to Purchasers or an Affiliate of Purchasers its rights under any non-competition, non-solicitation, confidentiality and similar restrictive covenants or agreements and any assignment of inventions agreements previously entered into between such Seller and such Hired Employees. Each Seller shall deliver to Purchasers, at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on before the Closing Date, are on maternity written evidence, in form and substance satisfactory to Purchasers, of the release and assignment described in the immediately preceding sentence. Nothing herein shall confer upon any Hired Employee any right to be employed by either Purchaser or paternity leave, military leave with veterans reemployment rights under federal law, leave under any Affiliate of either Purchaser for any specified period of time following the Family Medical Leave Act of 1993, Closing Date or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that in any offer of employment to, and any employment by Buyer way limit Purchasers’ or any of its Affiliates of, an Eligible their Affiliates’ right to terminate the employment of any Hired Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before at any time following the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date reason (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employeeno reason), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. Within seven (a) At least forty-five (457) days prior to following the Closing Effective Date, Seller shall provide Buyer with an up-to-date a list of Employeesall Hotel Employees showing the following information in relation to each such Hotel Employee: name, location, date of hire, job title and hourly rate. Seller shall provide Buyer with an updated list of Hotel Employees setting forth the same information within two (2) Business Days prior to Closing. Seller shall terminate (or, if applicable, shall cause the Manager to terminate) all Hotel Employees as of the Closing, subject to Seller’s right to offer continued employment to any Hotel Employee at other properties owned by Seller or Seller’s affiliates during (and only during) the period commencing on the Effective Date and ending on the date that is thirty-nine (39) days after the Effective Date, provided, however, if Buyer elects to extend the Closing Deadline pursuant to Section 3.1 hereof, such thirty-nine (39) day period shall be extended to end on the date that is fourteen (14) days after Seller receives Buyer’s extension notice thereunder; it being agreed that Seller shall provide Buyer with a list of all Hotel Employees that have accepted such offer of continued employment no later than thirty-nine (39) days after the Effective Date or fourteen (14) days after Seller’s receipt of Buyer’s notice of election to extend the Closing Deadline. Buyer agrees that it shall make then may, in its discretion, or may cause Buyer’s property manager to, extend an offer of employment to (i) those any Hotel Employees whonot so identified as retained by Seller, and Buyer shall provide Seller with a list Purchase Agreement of all Hotel Employees that have accepted such offer of employment on or prior to the Closing Date, are actively at work or on temporary leave . Seller shall be solely responsible for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave all obligations required under the Family Medical Leave WARN Act and COBRA. The provisions of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a8.6(A) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as survive the “Transferring EmployeesClosing.”

Employees. (a) At least forty-five (45) days All unionized Employees employed by Seller immediately prior to the Closing Date shall be automatically transferred to Buyer on the Closing Date. From the Closing Date, Buyer shall be bound by the terms and conditions of the collective agreement applicable to the unionized Employees employed by Seller immediately prior to the Closing Date, as a successor employer, except those provisions which are clearly inoperable to Buyer as a successor employer. Prior to the Closing Date, Buyer shall deliver to each said unionized Employees and to the trade union that holds their bargaining rights a letter confirming that effective on the Closing Date and in accordance with applicable Law their employment will be continued by Buyer in accordance with the terms and conditions of the applicable collective agreement. Prior to the Closing Date, Buyer shall deliver a letter to all non-unionized Employees of the Business (other than the Inactive Employees (as hereinafter defined), Xxxxxx Xxxxxxx, Xxxx Xxxxxxx, Jr. and Xxxx Xxxxxxx) working for the Seller shall provide Buyer immediately prior to the Closing Date confirming that, in accordance with an up-to-date list of Employees. Buyer agrees that it shall make an offer the law, the terms and conditions of employment of such Employees of the Business will be continued, effective on the Closing Date, on terms substantially equivalent in the aggregate to those existing immediately prior to the Closing Date (i) those except that, in determining any such equivalence, any benefit relating to equity ownership, including stock options which are in effect on or prior to the Closing Date, shall not be taken into account). As used herein, “Transferred Employees” shall mean all such unionized and non-unionized Employees and the Employees, if any, who, immediately prior to the Closing Date are on medical, disability or other leave of absence, provided that employees on leave shall not be considered Transferred Employees until the date on which each such employee is released by the employee’s physician to return to work and the employee actually returns to work (the “Inactive Employees”). Effective as of the later of the Closing Date and the date on which an employee of the Business becomes a Transferred Employee, Transferred Employees shall cease to participate and accrue benefits under the Employee Plans that are not Assumed Employee Plans, as hereinafter defined. After Closing, Transferred Employees who participated in the Assumed Employee Plans, as hereinafter defined, shall continue such participation. Seller shall, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military dutypay to each Employee all accrued but unpaid salary, on wage, bonus, commissions, overtime pay, vacation or on a regularly scheduled day off from work (“Eligible Employees”)benefits, medical pay, holiday pay, benefit claims and similar amounts owing to such Employee, and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, make all applicable deductions at source for Taxes and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee payroll Taxes arising therefrom which shall be subject remitted to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leaveappropriate government entity when due. Seller and Buyer shall coordinate the transition of the employment of those Leave terminate all Employees who are on vacation as not Transferred Employees. Seller shall hold Buyer harmless for all Severance Costs associated with the said termination of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring which are not Transferred Employees.”

Employees. (a) At least forty-five Within ten (4510) days prior to after the Closing Effective Date, Seller shall will provide Buyer with to Purchaser a written list (the “Employee List”) of all full-time and part-time employees of † Management Company (each an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on “Employee” and collectively the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), which list shall indicate each Employee’s job title, work location, compensation (including base salary; 2005 and 2006 bonuses paid, if applicable; any Seller Benefit Plans in which such Employees participate; any in-place employment agreements; and any other compensation, benefits and/or perquisites), date of hire, classification (iias exempt or non-exempt) to those Employees who, on under the Closing Date, are on maternity Fair Labor Standards Act or paternity leave, military leave with veterans reemployment rights under federal other applicable wage and hour law, and whether such Employee is not actively at work for any reason such as a leave under of absence, and, if so, the Family Medical Leave Act date the absence began and the anticipated date of 1993return to work. The Employee List shall also denote the extent to which (if at all) compensation is reimbursed by any Project Partnership. The Employee List shall also set forth an accurate and complete list of all former Employees to whom † Management Company is currently obligated to pay any severance, compensation or longother remuneration. Seller shall notify Purchaser in writing of any changes to the Employee List on a bi-term monthly basis (with each such update covering changes occurring during the preceding sixty (60) days). Seller shall not nor shall Seller cause or short-term disability or medical leave (“Leave Employees”); provided, however, that permit † Management Company to terminate any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to materially change the Closing and to Buyer’s standard employment requirements, including satisfactory completion terms of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave any Employee’s return employment other than in the ordinary course of business consistent with past practices and industry standards. Seller shall not nor shall Seller cause or permit † Management Company to active employment; provided, that, as to Leave Employees, such return occurs within 12 months engage in any layoffs or terminations of groups or classes of Employees after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesDate.”

Employees. (a) At least forty-five As of the Closing, Insight or its Affiliates may, but shall have no obligation to, employ, continue to employ or offer employment to any Telephony Business Employees that are not Retained Employees. Schedule 4.14(a) shall be updated on or about the 40th day after the date hereof to reflect new hires or other personnel changes. Comcast agrees and shall cause its appropriate Affiliates, to cooperate in all reasonable respects with Insight to allow Insight or Insight’s Affiliates to evaluate the Telephony Business Employees that are not Retained Employees to make hiring decisions. In this regard, Insight shall have the opportunity to make such appropriate prehire investigation of the Telephony Business Employees as it deems necessary, including upon the written consent of the applicable employee, the right to review personnel files, which shall include attendance and discipline records and performance evaluations, and the right to interview such employees during normal working hours so long as such interviews are conducted after notice to Comcast and do not unreasonably interfere with Comcast’s operations and such investigations and interviews do not violate any Legal Requirement or contract. Within 60 days after the date hereof, Insight will provide to Comcast a list of the Telephony Business Employees that Insight desires to employ or continue to employ from and after the Closing Date (45) days prior the “Hired Employees”), which list shall not include any Retained Employees. The selection of employees will be made at the sole and absolute discretion of Insight. Comcast will cooperate in permitting Insight to extend offers of employment to the Hired Employees. As of the Closing Date, Seller shall provide Buyer with an up-to-date list Comcast will, or will cause Comcast Phone Indiana and Comcast Phone Kentucky, as applicable, to terminate the employment of any person employed by such entity other than a Hired Employee and Comcast will or will cause its appropriate Affiliates, other than Comcast Phone Indiana and Comcast Phone Kentucky, to terminate the employment of all other Hired Employees. Buyer agrees that it shall make an offer As of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or neither Insight nor any of its Affiliates ofshall have any obligation to Comcast, an Eligible Employee Comcast’s Affiliates or a Leave Employee shall be subject any such entity’s employees with respect to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, employees other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Hired Employees.”

Employees. (a) At least forty-five (45) days Effective as of immediately prior to the Closing DateEffective Time, Seller shall provide Buyer with an up-to-date list cause the Company and its Subsidiaries to terminate the employment of all employees of the Company or any of its Subsidiaries (the “Termination of Employees”), including, without limitation, each of the nine (9) employees (each, an “EA Employee” and collectively, the “EA Employees”) who are parties to written employment agreements with the Company as set forth on Schedule 5.16(a)(i) (individually, an “Employment Agreement” and collectively, the “Employment Agreements”). Buyer agrees that it Neither Seller nor the Company has taken any action, and following the Closing Seller shall not take any action, to waive, modify, reduce or amend any of the restrictive covenants concerning confidentiality, non-solicitation and non-competition contained in the Employment Agreements, other than terminating the employment of each EA Employee and the term of each EA Employee’s employment under his Employment Agreement in accordance with the immediately preceding sentence. Subject to Purchaser’s normal application and hiring process (including, without limitation, any of Purchaser’s normal holding or probationary periods), Purchaser shall make an offer offers of employment to, and shall make all reasonable efforts to (i) those Employees whohire and retain, commencing on the Closing Date, are actively at work all of the individuals who were employees of the Company or any of its Subsidiaries immediately preceding the Termination of Employees except (I) those individuals set forth on temporary Schedule 5.16(a)(ii), (II) the EA Employees and (III) those individuals who were on leave for purposes and were not providing services to the Company or any of jury or annual twoits Subsidiaries as of immediately preceding the Termination of Employees (an accurate list of which is set forth on Schedule 5.16(a)(iii)) (such individuals, together, the “Non-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) on substantially the same terms as employed by the Company and/or its Subsidiaries immediately prior to those Employees who, on the Closing Date, are Date (“Purchaser’s Offer of Employment”). In the event that any Non-Eligible Employee referred to in clause (III) above was not performing services because such Non-Eligible Employee was on maternity or paternity leave, military leave and such Non-Eligible Employee becomes available to return to employment with veterans reemployment rights under federal lawthe Company and/or its Subsidiaries, leave under the Family Medical Leave Act then, subject to Purchaser’s normal application and hiring process (including, without limitation, any of 1993Purchaser’s normal holding or probationary periods), or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer Purchaser shall make offers of employment to, and any employment by Buyer shall make all reasonable efforts to hire and retain, such returning employees as soon as practicable once they are ready to return to employment. In making Purchaser’s Offer of Employment, solely for purposes of calculating time off benefits under Purchaser’s benefit policies, Purchaser shall provide credit to such employees for the time of service of such employees with the Company or any its Subsidiaries. Without limiting the foregoing, Purchaser shall cause to be hired or retained those employees of the Company and of each of its Subsidiaries necessary to avoid triggering, violating or causing Seller or its Affiliates of, an Eligible Employee to have any liability or a Leave Employee shall be subject to obligation under the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesWARN Act.”

Employees. (a) At least forty-five (45) days prior Each Transferor has provided to the Closing Date, Seller shall provide Buyer with an up-to-date Transferee a written list of those employees primarily rendering services in connection with the Assets (the "Business Employees"), and identified on such list those of such Transferor's Business Employees such Transferor desired to retain as an employee after the date hereof ("Retained Employees"). Each Transferee provided to the Transferor a written list of those Business Employees, other than Retained Employees, of the Transferor that the Transferee desired to employ (or have a Comcast LLC employ) as of the date hereof (the "Adelphia Designated Employees," in the case of the Adelphia Parties as Transferors, and the "Comcast Designated Employees," in the case of the Comcast Parties as Transferors, and together the "Designated Employees"). As of the date hereof, the Comcast LLCs have no employees, other than Comcast Designated Employees. Buyer agrees Effective as of the date hereof, the Comcast Parties have extended offers of employment to each of the Adelphia Designated Employees, and the Comcast LLCs, at the direction of Adelphia, have extended offers to each of the Comcast Designated Employees, in accordance with the following provisions. Each Transferor has cooperated in all reasonable respects with Transferee to allow Transferee to evaluate and interview employees other than Retained Employees in order to make hiring decisions. Each Transferor has permitted Transferee, at Transferee's cost, to conduct pre-employment physical examinations (including drug-screening tests) and other appropriate pre-hire investigations of such of the Transferor's Business Employees (other than Retained Employees) that it shall the Transferee has designated, and each Transferor has permitted Transferee to make an any offer of employment, or continuing employment, to any Designated Employee of Transferor conditional upon Transferee's receipt, review and approval of the results of such pre-hire examinations and investigations; provided that no such offer of employment to (i) those Employees who, shall have been effective until the date hereof. Transferee represents and agrees on the Closing Date, are actively at work or on temporary leave for purposes behalf of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), itself and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates ofthat it has not solicited and will not solicit, an Eligible Employee or a Leave Employee shall be subject to between the Closing date hereof and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as first anniversary of the Effective Timedate hereof, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition performance of services by any Retained Employee of the employment Transferor; provided that this clause shall not prevent Transferee from hiring any Retained Employee as a result of those Leave Employees who placing general advertisements in trade journals, newspapers or similar publications which are on vacation as of not directed at Transferor, its Affiliates or the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Retained Employees.”

Employees. (ai) At least forty-five Effective as of the Closing Date, Buyer shall offer to employ each employee identified on SCHEDULE 5.2(D) (45the "HIRED EMPLOYEES") days in the same position as such Hired Employee had with a Seller Party. Such offer shall be for (1) salary and potential bonus at the same rate of salary and bonus as in effect with respect to such Hired Employee from a Seller Party immediately prior to the Closing Date, and (2) employee benefits that, with the exception of stock or stock option programs, are substantially similar to the benefits received by such Hired Employee from a Seller Party under Employee Plans and Benefit Arrangements immediately prior to the Closing Date. Employees who are on disability leave, authorized leave of absence or military service leave as of the Closing Date and identified as such on SCHEDULE 5.2(D) shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of be offered employment to the same extent, if any, as a Seller Party would be required to offer employment in accordance with applicable law. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service (iother than benefit accruals under a defined benefit plan) those Employees who, on under any employee benefit plan or benefit arrangement for which a Hired Employee may be eligible after the Closing Date, are actively Buyer shall ensure that service by such Hired Employee with any Seller Party shall be deemed to have been service with Buyer. Buyer will be responsible for any obligations to Hired Employees who have accrued, but unused, vacation time as of the Closing Date to the extent reflected on the Closing Date Statement of Net Assets. Notwithstanding the foregoing, Hired Employees who do not have or do not enter into an employment agreement with Buyer shall be employees at work will of Buyer and nothing expressed or on temporary leave implied in this Agreement (other than pursuant to such employment agreements) will obligate Buyer to provide continued employment to any Hired Employee for purposes any specified period of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on time following the Closing Date, are on maternity or paternity leavenor prevent Buyer from modifying the terms and conditions of such Hired Employee's employment, military leave with veterans reemployment rights under federal lawincluding, leave under without limitation, the Family Medical Leave Act of 1993compensation and benefits provided to such Hired Employee; PROVIDED, or long-term or short-term disability or medical leave (“Leave Employees”); provided, howeverHOWEVER, that any offer through the first anniversary of employment tothe Closing Date, Buyer shall continue to provide to Hired Employees who continue in the employ of Buyer with benefits that (with the exception of stock or stock option programs) are substantially similar to the benefits received by each such Hired Employee from a Seller Party under Employee Plans and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject Benefit Arrangements immediately prior to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesDate.”

Employees. (a) At least forty-five Buyer shall (45or shall cause its Affiliates to) days (i) continue the employment on and, subject to Section 7.01(d), after each Relevant Closing Date of each Transferred Entity Employee (other than any Transferred Entity Employee who primarily provides services in the United States and is not “actively employed” by the applicable Transferred Entity by reason of long term disability immediately prior to the Relevant Closing Date (each, a “Retained Employee” )) and (ii) in respect of each Automatic Transfer Employee, accept the transfer of each individual (who does not object to transfer) to Buyer or its Affiliates pursuant to the Transfer Regulations, and (iii) on or prior to the Relevant Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall when and as required by Law, make an offer of employment to each Offer Employee who is actively employed at the Businesses immediately prior to the Relevant Closing Date (each an “Active Employee”) on the terms set forth in Sections 7.01(a) and 7.02(a). No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity. For this purpose, an Offer Employee shall be considered “actively employed” if immediately prior to the Relevant Closing Date, he or she is not absent from work or is absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, leave of absence authorized by applicable Law, or military leave; and an Offer Employee shall be considered to not be “actively employed” if he or she has retired, resigned, is permanently dismissed or is under notice of termination for any reason, or is on long-term disability or absent from work and receiving payments under any permanent health insurance scheme. With respect to any Offer Employee who is not an Active Employee but for whom Sellers have an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”Inactive EmployeeSection 7.01(a)) and each Retained Employee, Buyer shall offer employment to each such Inactive Employee or Retained Employee effective on the first date such Inactive Employee or Retained Employee is eligible to return to work or otherwise becomes eligible for employment, reemployment, reinstatement or reactivation, provided that with respect to any such U.S.-based Inactive Employee or Retained Employee, such Inactive Employee or Retained Employee is able to return to work within twelve (12) weeks following the Relevant Closing Date, but Buyer may in its sole discretion choose to make an employment offer to any Inactive Employee or any Retained Employee effective from or after the Relevant Closing Date and prior to such Inactive Employee’s return to work within twelve (12) weeks following the Relevant Closing Date. Sapphire shall, and shall cause any Affiliate to, provide Buyer with an update on the anticipated return to work date for each Inactive Employee in regular intervals sufficient to allow Buyer to comply with its obligations under this Section 7.01(a) and through the date that is twelve weeks following the Relevant Closing Date. With respect to the UK Automatic Transfer Employees, the Parties (i) those Employees who, on intend that such employees will transfer from Sapphire UK ServiceCo to Buyer UK Serviceco with immediate effect from the Principal Closing Date, are actively at work or on temporary leave for purposes as a result of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), service provision change under the TUPE Regulations; and (ii) shall cooperate to those prepare or amend services agreements for the provision of the services of the UK Automatic Transfer Employees whofrom Sapphire UK ServiceCo to Jewel UK Newco with respect to the period prior to the Principal Closing (the “Sapphire Services Agreement”) and, separately, Buyer UK Serviceco to Jewel UK Newco in the period following Principal Closing (the “Buyer Services Agreement”), to effect such transfer under the TUPE Regulations, Sapphire shall or shall cause Sapphire UK ServiceCo to provide Buyer with a reasonable opportunity to review and comment on the Closing Daterelevant provisions in the Sapphire Services Agreement prior to its implementation, and Buyer shall or shall cause Buyer UK ServiceCo to provide Sapphire with a reasonable opportunity to review and comment on the relevant provisions in the Buyer Services Agreement prior to its implementation. With respect to Offer Employees located in India, Buyer shall (or cause one of its Affiliate to) make offers of employment that (i) are on maternity conditional upon the employment of such Offer Employees with Sapphire or paternity leaveRetained Entity terminating prior to the commencement of employment with Buyer or one of its Affiliates; and (ii) contractually honor such Offer Employees’ continuous service with Sapphire or the applicable Retained Entity. With respect to Offer Employees located in the United Arab Emirates, military leave the Parties shall and shall cause their Affiliates to cooperate to enter into a tripartite agreement between each Offer Employee, Sapphire (or the applicable Retained Entity), and Buyer (or its Affiliate) which shall (i) terminate the employment of such Offer Employee with veterans reemployment rights under federal law, leave under Sapphire (or the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”applicable Retained Entity); providedand (ii) include the Offer Employee’s acceptance of new employment terms with Buyer (or its Affiliate) to commence on the Principal Closing (such terms to be in accordance with Section 7.02(a)); and, howeverin circumstances where an Offer Employee executes such tripartite agreement and becomes a Transferred Employee, that Sapphire shall transfer or shall cause the applicable Retained Entity to transfer any accrued end of service gratuity with respect to such Transferred Employee to Buyer or its Affiliate within ten 10 Business Days following the Principal Closing. Notwithstanding anything to the contrary in this Section 7.01(a), such offers of employment may be made conditioned on the Relevant Closing and on the Offer Employee satisfying Buyer’s or its Affiliate’s generally applicable background checks, drug screens, work authorization verification and similar requirements and other requirements to execute and deliver standard confidentiality, restrictive covenant and similar agreements to the extent permitted by applicable Law. Offer Employees who accept such offer of employment toin accordance with its terms, who successfully fulfill the conditions of such offer, and any who actually commence active employment by with Buyer or any of its Affiliates ofAffiliates, an Eligible Employee or a Leave Employee shall be subject Automatic Transfer Employees (who do not object to transfer) and the Closing Transferred Entity Employees are referred to herein as the “Transferred Employees” and Business Employees who are Transferred Employees are referred to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) herein as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment“Transferred Business Employees”Transferred Business EmployeesSection 7.01(a); provided, that, as to Leave Employees, that an Inactive Employee shall not be considered a Transferred Business Employee until such return occurs within 12 months after the Effective Time, other than those Employees on military duty Inactive Employee actually commences active employment with Buyer or leave. Seller and Buyer shall coordinate the transition one of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesits Affiliates.”

Employees. (a) At least forty-five (45) days Each Seller shall make all of the Affected Employees available to Purchasers for interviews and meetings during the period after the date hereof and prior to the Closing Date. A Purchaser or an Affiliate of a Purchaser shall make offers of employment to all Affected Employees other than Senior Employees ("OFFERED EMPLOYEES") conditional upon the Closing and the passage of any drug or substance tests required by Law and, (i) for salary, bonus and job responsibilities substantially similar to those on which they are then employed by a Seller (other than any employment agreements) and (ii) with respect to benefits, on the terms and conditions on which similarly situated employees of Purchasers' Parent are employed. Each Seller shall provide Buyer with an up-use all reasonable efforts to persuade Offered Employees to accept such offers, shall not take any actions that dissuade any Offered Employee from accepting any such offer, and shall not, and shall not permit any of its Affiliates to-date list of Employees, solicit for employment any Offered Employee prior to the Closing. Buyer agrees that it shall make an Each Offered Employee who accepts any such offer of employment and who becomes an employee of a Purchaser or any of its Affiliates shall be referred to (i) those Employees who, herein as a "HIRED EMPLOYEE." Effective as of the close of business on the Closing Date, are actively at work each Seller shall terminate the employment of each Offered Employee who has not otherwise terminated his or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work her employment with such Seller. After the Closing and until twelve (“Eligible Employees”), and (ii12) to those Employees who, on months after the Closing Date, are on maternity neither Seller shall (and neither Seller shall permit any of its Affiliates to) employ or paternity leave, military leave solicit for employment any Offered Employee who is offered a position with veterans reemployment rights under federal law, leave under the Family Medical Leave Act a Purchaser or one of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, its Affiliates which is generally comparable to such Offered Employee's current position and any employment by Buyer who does not become a Hired Employee. Nothing in this ARTICLE X shall obligate either Purchaser or any of its Affiliates of, to retain any Hired Employee as an Eligible Employee or a Leave Employee shall be subject to employee for any period after the Closing and or to Buyer’s standard employment requirementsprovide any particular kind of job responsibilities or, including satisfactory completion except as provided in SECTION 10.1(E) or SECTION 10.2(B) with respect to recognition of pre-employment background checks and drug screening. Such offers past service, to maintain any level of employment compensation or benefits for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months any Hired Employee for any period after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing.”

Employees. (a) At least forty-five (45) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to All (i) those Employees who, active employees of the Sold Companies and Subsidiaries on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) active employees of the Sellers who are (A) employed primarily in the Business on the Closing Date and (B) listed on SCHEDULE 5.7(a), are hereinafter referred to those Employees whoas the "ACTIVE COMPANY EMPLOYEES." Any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(a) who is not actively at work on the Closing Date due to a short-term absence, whether paid or unpaid (e.g., vacation, holiday, jury duty, FMLA, pregnancy, parental and bereavement leave, military leave, emergency leave, compassionate leave, short term disability, scheduled time off, or illness or injury leave) in compliance with the applicable policies of the Sellers, Sold Companies or the Subsidiaries (or a long-term absence covered under a long-term disability Company Benefit Plan) or any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(a) who is not actively at work on the Closing Date and is receiving worker's compensation payments as required by Law will be deemed an Active Company Employee. To the extent they are not employed by the Sold Companies or Subsidiaries on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such make offers of employment for Eligible in the Business to all Active Company Employees and Leave Employees shall be made on or before who are employed by the Sellers primarily in the Business immediately prior to the Closing Date and are listed on SCHEDULE 5.7(a). The parties shall use their commercially reasonable efforts to cause all such employees who are offered ongoing employment with the Buyer as described in the preceding sentence to accept such offers of ongoing employment. The Buyer shall not involuntarily terminate the employment of any Active Company Employees on the Closing Date (ii.e., termination other than due to death or resignation). Notwithstanding anything herein to the contrary, Seller shall retain or assume all liabilities, and the Buyer and its Affiliates shall assume no liabilities, with respect to (x) as to Eligible the Discontinued Business Employees, will be effective as of whether under the Effective TimeCompany Benefit Plans or otherwise, and (iiy) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after any Company Benefit Plan which is not listed on SCHEDULE 3.11(a)(i)-1 and for which costs were not expressly included in the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition income statements of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary Sold Companies or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesSubsidiaries.”

Employees. (a) At least forty-five (45) days prior to As of the Closing Date, Seller Sellers shall provide Buyer with an up-to-date list terminate the employment of Employees. Buyer agrees that it shall make an offer all of employment to the Employees (i) other than those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, who are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability leave). As soon as practicable after the date of this Agreement, U.S. Purchaser shall, with respect to Employees employed in the United States, and Canadian Purchaser shall, with respect to Employees employed in Canada, offer employment, effective as of the Closing, to all Persons who are or medical will be Employees on the day immediately preceding the Closing Date (other than those on short-term disability leave) and who complete Purchasers' standard application agreement and Purchasers otherwise shall take all other actions necessary to eliminate any obligations of Sellers under the Worker Adjustment and Retraining Notification Act ("WARN") and any similar Laws to give any notice of the transfer of any operations or the loss of employment or the loss of pay or benefits or to pay any amounts in lieu of such notice. Each Employee who accepts any such offer of employment shall be referred to herein as a "Transferred Employee." The offer of employment, including, wages, salaries and benefits, shall be on terms substantially similar to those terms and conditions under which the Transferred Employees were employed immediately before the Closing Date. All union Employees shall receive credit with respect to their employment with Purchaser, for purposes of seniority and all other purposes under the Union Contract, for all of the time they were employed by Sellers. Any Employee who is on short-term disability leave (“Leave Employees”)as of the Closing Date shall remain employed by the Sellers through such Employee's short-term disability leave; provided, however, that any if he or she recovers from his or her disability within the period of his or her short-term disability leave or the six-month period following the Closing Date (whichever is shorter), the appropriate Purchaser shall at that time make or cause one of its Affiliates to make, an offer of employment toto him or her on the same employment terms and conditions as are applicable to similarly situated Transferred Employees, and the appropriate Purchaser shall reimburse Sellers for the full amount of any employment short-term disability leave cash compensation paid by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject Sellers to such Person with respect to periods beginning with the Closing and Date until the date that such Person accepts employment with the appropriate Purchaser; each such Person who accepts employment with a Purchaser shall also be deemed a "Transferred Employee" as of the date of such acceptance. Except as may be required under the Union Contract, Purchasers' commitment to Buyer’s standard offer employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers to all Employees shall not be construed as a contract of employment for Eligible Employees and Leave all Transferred Employees shall be made on or before employees at will except to the Closing Date extent, if any, expressly agreed in a written contract between a Purchaser and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave an individual Transferred Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At Effective as of the Closing Date, Buyer shall offer employment to at least forty-90% of the employees of BAPCO as of the Closing Date (excluding the employees set forth on Schedule 6.1(a) (the "Retained Employees"), to whom Buyer shall not make offers of employment) (the BAPCO employees as of the date hereof excluding the Retained Employees are referred to herein as the "BAPCO Eligibles" and are set forth on Schedule 6.1(b) with relevant details of their employment with BAPCO, including compensation and net credited service; BAPCO shall provide Buyer with an updated version of Schedule 6.1(b) within five (45) days prior to the Closing Date), Seller on terms and conditions (including position, location, total cash compensation and benefits) substantially comparable to each BAPCO Eligible's terms and conditions of employment immediately prior to the Closing, and subject to and in accordance with the other terms of this Section 6.1(a). BAPCO shall provide cooperate with and use reasonable efforts to assist Buyer in its efforts to secure reasonably satisfactory employment arrangements with an up-to-date list of Employees. Buyer agrees the BAPCO Eligibles; provided that it Cellco shall make have the right to hire any BAPCO Eligible who applies for a job with Cellco through Cellco's normal job application processes, who does not receive an offer of employment from Buyer, who declines an offer of employment by Buyer or who is terminated by Buyer after the Closing Date; further provided that, notwithstanding the foregoing, Cellco shall not hire more than ten percent (excluding any BAPCO Eligible hired by Cellco who did not receive an offer of employment from Buyer or who was terminated by Buyer after the Closing Date) of the BAPCO Eligibles during the period commencing on the date hereof and ending one year following the Closing Date. BAPCO shall have the right to notify its employees of the foregoing, other than the fact that employees who are terminated by Buyer for cause can be hired by Cellco. Each BAPCO Eligible who accepts such an offer of employment from Buyer (each, a "Transferred Employee") shall become an employee of Buyer as of the Closing Date and shall participate in the following employee benefit plans to be provided by Buyer (the "Buyer Benefit Plans"), provision of which plans shall satisfy Buyer's obligation to provide substantially comparable benefits: (i) those Employees whoa medical benefit plan and dental benefit plan on terms substantially comparable to BAPCO's medical and dental benefit plans, except, however, the Buyer's medical benefit plan need not offer mental health/substance abuse benefits; (ii) a reimbursement account plan on terms substantially comparable to BAPCO's reimbursement account plan; (iii) a disability benefit plan including both short term disability benefits and basic long term disability benefits on terms substantially comparable to BAPCO's disability benefit plan; (iv) a life insurance benefit plan on terms substantially comparable to BAPCO's life insurance benefit plan; (v) a tuition Asset Purchase Agreement assistance plan on terms substantially comparable to BAPCO's tuition reimbursement plan, except, however, the Buyer's tuition reimbursement plan need not provide company prepaid tuition benefits; (vi) a separation or severance pay plan which shall be established on terms substantially comparable to BAPCO's separation or severance pay plan; and (vii) a savings and investment plan with terms substantially comparable to BAPCO's savings plan, including a required employer match contribution. Buyer shall maintain the aforementioned Buyer Benefit Plans for at least an eighteen month period commencing with the Closing Date, are actively at work or on temporary leave and each Transferred Employee, as long as such employee remains in the employ of Buyer, shall remain eligible to participate in such Buyer Benefit Plans during such eighteen month period. For purposes of eligibility to participate in and vesting under the Buyer Benefit Plans, but not for purposes of jury benefit accrual under any defined benefit pension plan or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work defined contribution retirement plan (“Eligible Employees”other than the savings and investment plan described in clause (vii) above), each Transferred Employee shall receive full credit for all prior service properly credited under the BAPCO Benefit Plans as set forth on Schedule 6.1(b). Each Transferred Employee shall also receive credit under the relevant Buyer Benefit Plans for co-pays, deductibles and (ii) to those Employees who, on other similar payments made under the corresponding BAPCO Benefit Plan through the Closing Date, are . Each Transferred Employee's participation in the BAPCO Benefit Plans shall terminate as of the Closing Date (except to the extent of benefits accrued under such Plans on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject prior to the Closing Date but not yet paid out). Except as provided in Section 6.1(c) below, BAPCO shall pay all obligations to Transferred Employees, and fulfill all other relevant obligations to Buyer’s standard Transferred Employees, in accordance with the terms of the relevant BAPCO Benefit Plan and applicable law. Except to the extent inconsistent with the above, any and all decisions to offer employment requirements, including satisfactory completion of pre-or not to offer employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees to BAPCO Eligibles shall be made on or before the Closing Date and (i) as to Eligible Employeesby Buyer in its sole discretion, will be effective as of the Effective Timebut in compliance with all applicable law, and (ii) as to Leave Employees, will be effective upon each BAPCO shall have no responsibility for such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leavedecisions. Seller and Buyer shall coordinate have no liability with respect to the transition of Retained Employees or with respect to any BAPCO Eligible who does not become a Transferred Employee, except to the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of extent that such BAPCO Eligible fails to become a Transferred Employee under circumstances in which Buyer and contain no reduction in base salary has breached its obligations under this Agreement or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesotherwise violated applicable law.”

Employees. (a) At least forty-five Prior to the Closing Date, Purchaser shall make a Qualifying Offer of Employment (45as defined below), to be effective immediately following the Closing, to each employee of Telecom or IBS who works primarily in the Services Business as of the Closing (including those individuals on vacation, disability or leave of absence, paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) days shall be employment at will and Purchaser shall not have an obligation to continue any such employment for a specified period. An offer of employment shall be deemed a "Qualifying Offer of Employment" if (A) the proposed base salary and level of incentive compensation is no less than the employee's base salary and level of incentive compensation immediately prior to the Closing Date and (B) the proposed principal place of employment is within ten miles of the employee's principal place of employment immediately prior to the Closing Date, Seller shall provide Buyer with an up-to-date list . Each employee of Employees. Buyer agrees that it shall make an offer a Transferred Company as of employment to (i) those Employees who, on the Closing Date, are actively at work and each other employee of Telecom or on temporary leave IBS described above who accepts the offer of employment described in the preceding sentence within 30 days of the Closing Date and that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Purchaser (or any affiliate) for purposes of jury (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or annual two-week national service/military dutythe application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, on vacation "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or on a regularly scheduled day off from work (“Eligible Employees”an affiliate), and (iiiii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights determination of vacation benefits under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”)Purchaser's vacation policy; provided, however, that any offer of employment tothat, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee in each case such service shall not be subject recognized to the Closing and to Buyer’s standard employment requirements, including satisfactory completion extent that such recognition would result in a duplication of pre-employment background checks and drug screeningbenefits. Such offers of employment for Eligible Employees and Leave Transferred Employees shall also be made on given credit for amounts paid under a Benefit Plan or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially otherwise during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions, including benefits, as exist for similarly-situated employees conditions of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeescomparable Purchaser Welfare Plan.”

Employees. (a) At least forty-five Schedule 4.1(a) sets forth an accurate and complete list of all employees of the Sellers (45"Employees") days prior engaged in the conduct of the Business together with their current annual base salary (and any incentive compensation paid during the past year), years of service and job title. Schedule 4.1(a) also sets forth all proposed salary increases for 2002, as well as any salary increases that have been granted since August 31, 2001. Except as set forth on Schedule 4.1(a), there are no Employees who are on disability or not actively at work in performing services on the Closing Date. Prior to the Closing, the Purchaser may interview and offer employment to, as new employees of the Purchaser, any Employees who satisfy Purchaser's employment criteria, other than those listed on Schedule 4.1(a) as "Excluded Employees." Any Employee who is offered Comparable Employment by the Purchaser but does not become a Hired Employee and who accepts employment with any Seller within six months following the Closing Date shall be deemed to be an "Excluded Employee" and the Sellers shall be required to reimburse the Purchaser for any amounts paid by Purchaser on account of any such Employee pursuant to Section 4.1(j). Those Employees who accept and commence employment with the Purchaser are referred to herein as "Hired Employees". The offer of employment to the Employees (other than Xxxxxxx X. Xxxxx) by the Purchaser shall be for employment at will (except as otherwise required by applicable law) and shall not be construed to limit the ability of the Purchaser to terminate any Hired Employees for any reason and each Hired Employee will be required to execute the Purchaser's standard form of confidentiality agreement for its employees. The Sellers shall provide the Purchaser and its representatives with access to its Employees and the personnel files and other records and files maintained by the Sellers with respect to its Employees and a reasonable opportunity to communicate with the Employees during the period between the signing of this Agreement and the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment and use commercially reasonable efforts to (i) those Employees who, on assist the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that Purchaser in hiring any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. Each newly-hired, regular, full-time employee shall be on probation until he has completed six (a6) At months of active, continuous service with the Employer. By mutual consent in writing of the Employer and the Union, the probationary period may be extended for an additional three (3) months from the expiry of the original probationary period. On successful completion of the probationary period an employee will be credited with seniority from the first day worked in his last continuous employment with the Employer. A probationary employee will have no seniority rights during his probationary period and the release or lay-off of a probationary employee shall not be the subject matter of a grievance and shall not constitute a difference under the provisions of the Collective Agreement. Each newly-hired, regular, part-time, awake night support, and night support employee shall be on probation until has completed hours of work. ARTICLE TE I N Every at least fortytwo (2) weeks notice of termination of his employment. The Employer shall give full-time employees notice of termination of employment as provided in the Employment Standards except in cases of dismissal for cause or of during the probationary period, provided however, that the of an may be terminated forthwith where the Ernployer gives the employee notice in writing to that effect and pays the employee an amount equal to the wages to which the employee would have been entitled for work that would have been performed by him at the regular rate for a non-overtime work far the period of notice out above. Compulsory Retirement: The Employer may compulsorily retire an employee at age sixty-five (4565) days prior and no grievance may be lodged in connection therewith. ARTICLE JOB SECURITY on: In the event of a lay off of a permanent or long term nature, the Employer notify the Union forthwith. Upon receipt of such notice the Union may request a meeting with the Employer to discuss: i the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on reasons for the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), lay the individuals affected and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as details of the Effective Time, and (ii) as actual lay initiate discussions with the Relations to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after look into possible strategies that may the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition scope of the employment lay off: Any recommendations arising from the Committee (as delineated in that enhance the collective be considered by the Ernployer and, should such be adopted, the implementation of those Leave Employees who are on vacation as recommendations will take precedence over other terms of lay off in Agreement. In the Effective Time. Such offers event of employment shall be made on substantially a lay off of a permanent or long the same terms and conditionsEmployer will provide affected employees with two (2) weeks notice for each year of continuous service, including benefits, as exist for similarly-situated employees to a of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”eight

Employees. The Debtors consent and agree that the Receivership Estates may employ existing or former employees of Xxxxxx who are not Shared Staff. As of the Effective Date, Xxxxxx shall endeavor to continue to employ those current employees of Xxxxxx who are identified on Exhibit B, and the Receivership Estates agree that they will not interfere with the employment relationship between Xxxxxx and any such individuals or seek to employ any of such individuals. Vesta and the Receivership Estates acknowledge that the ongoing employment of the Shared Staff identified on Exhibit B is critical to Xxxxxx’ ability to perform its undertakings pursuant to this Agreement and that the loss of any such Shared Staff will likely have an adverse impact upon Xxxxxx’ ability to provide ongoing services in the manner contemplated by this Agreement. As of the Effective Date, Xxxxxx shall endeavor to employ all of the Supplemental Staff during the months of January and February 2007 and thereafter for so long as employment of such Supplemental Staff (aor portions thereof) At least forty-five may be requested by the Receivership Estates. The Shared Staff may be increased in number by any party hereto and, if all of the parties hereto agree to such increase and the employees to be retained, all such additional employees shall constitute Shared Staff. If after March 31, 2007, Xxxxxx, Xxxxx and the Receivership Estates are unable to agree upon the ongoing employment of any one of the Designated Shared Staff (45) days prior "Disputed Designated Shared Staff"), then the party desiring to continue the employment of the Disputed Designated Shared Staff, shall be solely responsible for paying the Shared Staff Expenses related to the Closing DateDisputed Designated Shared Staff. If after June 30, Seller 2007, Xxxxxx, Xxxxx and the Receivership Estates are unable to agree upon the ongoing employment of any of the remaining members of the Shared Staff, or any proposed addition to the Shared Staff, then the party desiring to continue the employment of the existing Shared Staff member or desiring to add an additional employee to the Shared Staff shall be solely responsible for paying the Shared Staff Expenses related to such continued employment of the Shared Staff member in question or the additional employee in question. Notwithstanding anything herein to the contrary, the decision to terminate or not terminate the employment of any employee or officer of Xxxxxx shall be in the sole discretion of Xxxxxx. Nothing herein shall constitute or be construed as an agreement by Xxxxxx, Xxxxx or the Receivership Estates to provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer any length or terms of employment to (i) those Employees who, on the Closing Date, are actively any employee. All such employees shall remain “employees at work or on temporary leave for purposes will” of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) Xxxxxx under Alabama law. This Agreement shall not be construed to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that benefit any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, parties other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeessignatories hereto.”

Employees. (a) At least forty-Purchaser shall identify no later than five (455) days prior to Closing an Affiliate of Purchaser (the Closing Date"Hiring Affiliate") that shall be entitled, but not obligated, to offer employment to any employee of Seller on such terms and conditions as the Hiring Affiliate may determine. In connection therewith, Purchaser shall cause such Hiring Affiliate to execute an agreement with Seller in which such Hiring Affiliate accepts and agrees to be bound by the terms and conditions set forth in this Section 6.13. Seller shall provide Buyer the Hiring Affiliate with an up-to-date list a reasonable opportunity to interview and select the employees of Employeesthe Seller to whom binding written offers of employment will be made. Buyer agrees that it shall make an Any employee of Seller who accepts the Hiring Affiliate's offer of employment to within (5) days of the Closing Date and is employed by the Hiring Affiliate on the first Business Day following the later of (x) the September 30, 2003 or (y) the employee's termination of employment from Seller (each a "Hired Employee") shall (i) those Employees who, on be deemed to have terminated employment with Seller in a manner that will entitle such Hired Employee to be paid by Seller any amount accrued under Seller's existing Stay Bonus Plan or Management Incentive Plan subject to the Closing Date, are actively at work or on temporary leave for purposes terms and conditions of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)Hired Employee's Stay Bonus Plan and/or Management Incentive Plan, and (ii) not be eligible for or receive any benefits under Seller's Severance Benefits Plan. Hired Employees who are not covered by Seller's Upside Sharing Plan shall be eligible to those Employees whoreceive from the Hiring Affiliate a retention bonus equal to the amount of the cash severance pay that the Hired Employee would have received under Seller's Severance Benefits Plan had the Hired Employee not been offered employment by the Hiring Affiliate; provided that such retention bonus shall be paid only if the Hired Employee remains in the continuous employ of the Hiring Affiliate from the Hired Employee's date of hire until the earliest of (A) the date the Hired Employee's employment with the Hiring Affiliate is terminated by the Hiring Affiliate for any reason other than for cause, on (B) the Payment Termination Date or (C) the date which is twelve (12) months after the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that . A Hired Employee's right to receive any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee such retention bonus shall be subject to the terms, and conditioned upon execution by the Hired Employee and the Hiring Affiliate, of a written agreement in the form attached hereto as Exhibit I. As soon as practicable after the Closing Date, but in no event later than 30 days following the Closing Date, Purchaser shall cause Bay4 Capital, LLC to establish a trust in form and substance specified by Seller, in its sole discretion, for the payment of such retention bonuses to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Hired Employees and Leave Employees Seller shall cause such trust to be funded with an amount sufficient to pay all such retention bonuses. Bay4 Capital, LLC shall be the grantor of the trust and shall be responsible for the employer's share of all taxes payable in connection with payments made on or before from the trust pursuant to retention bonus agreements. All funds remaining in such trust following the date which is thirteen (13) months after the Closing Date and shall be promptly refunded to Seller. (b) Hiring Affiliate shall (i) waive the standard ninety (90) day waiting period for Hiring Affiliate's healthcare benefits to begin the first day of the following month, (ii) offer healthcare coverage effective on the Hired Employee's date of hire with the Hiring Affiliate to each Hired Employee and/or the Hired Employee's spouse and dependents (collectively the "Qualified Beneficiaries") if the Qualified Beneficiaries were covered under any medical plan on the date immediately preceding the Hired Employee's date of hire with the Hiring Affiliate and (iii) reimburse on a monthly basis any Hired Employee who is terminated by the Hiring Affiliate without cause an amount equal to the monthly COBRA Subsidy, as to Eligible Employeesdefined under Seller's Severance Benefit Plan ("COBRA Subsidy"), will be effective expressed as a monthly benefit, payable under Seller's Severance Benefit Plan for the period provided under Seller's Severance Benefit Plan as of the Effective Timedate the Hired Employee's employment with Seller terminated, assuming the Hired Employee's eligibility for such COBRA Subsidy, but reduced by the number of weeks of the Hired Employee's employment with the Hiring Affiliate, and (ii) as conditioned upon the Hired Employee's election of healthcare continuation coverage pursuant to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, thatthe provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date amended (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee"COBRA"), including under the offer to participate in Hiring Affiliate's medical and dental plan or continuous coverage under the Buyer Benefit Plans as provided below. Those Eligible Employees Seller's medical and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesdental plan.”

Employees. (a) At least forty-five Effective on the Closing Date, Buyer shall offer employment to all Business Employees at the same work location (45) days or, for Business Employees whose work location immediately prior to the Closing was the corporate headquarters of Seller or otherwise, then at a work location within the Northeast Ohio geographic region or where such employee worked), (i) for Business Employees who are covered by the Union Contract, in compliance with the terms and conditions of the Union Contract and (ii) for Business Employees who are not covered by the Union Contract, (A) at the same salary or wages as provided by Seller immediately prior to the Closing Date and (B) with medical, dental, vision, life insurance, disability and 401(k) benefits (the “Covered Benefits”) that are substantially comparable in the aggregate as provided by Seller immediately prior to the Closing Date and (C) with incentive compensation opportunities that are substantially comparable in the aggregate as provided by Buyer to similarly situated employees of Buyer. Notwithstanding the foregoing, in respect of Business Employees on disability leave or other approved leave of absence (other than vacation) as of the Closing Date, the offers of employment to be made by Buyer pursuant hereto shall not be made as of the Closing Date but as otherwise provided below. If, within six (6) months of the Closing Date, such Business Employee on disability leave or other approved leave of absence notifies Buyer that he or she is capable of returning to work (and, if applicable is cleared for return to work), then Buyer shall offer such Business Employee employment pursuant to the terms above and the effective date of such Business Employee’s employment with Buyer will not be as of the Closing Date, but rather the date on which such employee returns to work with Buyer (the “Delayed Hire Date”). If such Business Employee on disability leave or other approved leave of absence does not make such notification to Buyer (or, if applicable, is not cleared for work) within six (6) months after the Closing Date, Buyer shall not be obligated to offer employment to such Business Employee and such individual shall not be treated as a Business Employee for any purpose under this Agreement. Seller makes no representation as to whether such employees will accept employment with Buyer. In addition, Buyer agrees that in connection with its employment of Business Employees, Buyer shall: (i) for the twelve (12) month period following the Closing Date, provide each such Business Employee with: (A) salary or wages which are no less than the salary or wages provided by Seller immediately prior to the Closing (and, in the case of Business Employees who are covered by the Union Contract, in compliance with the terms and conditions of the Union Contract); and (B)(x) in the case of Business Employees who are not covered by the Union Contract, Covered Benefits that are substantially comparable in the aggregate as provided by Seller immediately prior to the Closing Date and incentive compensation opportunities that are substantially comparable in the aggregate as provided by Buyer to similarly situated employees of Buyer, and (y) in the case of Business Employees who are covered by the Union Contract, incentive opportunities and employee benefits as required by the terms and conditions of the Union Contract); (ii) for the twelve (12) month period following the Closing Date, provide each such Business Employee with severance benefits that are no less favorable than the severance amounts payable under the practice, plan or policy in effect for such Business Employees immediately prior to the Closing and disclosed on Schedule 7.3(a) (in the case of Business Employees who are not covered by the Union Contract) or as required by the terms of the Union Contract (in the case of Business Employees who are covered by the Union Contract); (iii) give full credit for years of service with Seller, its Affiliates or predecessors for purposes of eligibility and vesting under Buyer’s employee benefit plans, programs and arrangements (but not for purposes of equity incentive plans or benefit accruals under any defined benefit plan); (iv) waive any waiting periods for participation, coverage or benefits; (v) waive any exclusions for benefits for pre-existing conditions; and (vi) with respect to Buyer’s group health plans, use commercially reasonable efforts to provide credit for co-payments and deductibles made by Business Employees under Seller’s group health plans. Buyer agrees to honor the 2020 merit increase in salary for all salaried Business Employees effective January 4, 2021 as communicated to all such employees in June 2020. Notwithstanding anything to the contrary herein, to the extent that a Business Employee is entitled under applicable Law, the Union Contract, or any policy of Seller to be paid for any vacation days accrued or earned but not yet taken by such Business Employee as of the Closing Date, Seller shall provide Buyer with an updischarge the Liability for such vacation days. The parties shall cooperate reasonably and in good faith following the date of this Agreement and prior to the Closing Date to agree to the terms of a customary trust-to-date list trust transfer of Employees. account balances (including notes or similar instruments reflecting participant loans) from Seller’s 401(k) plan to Buyer’s 401(k) plan or similar defined contribution retirement plan pursuant to Section 414(l) of the Code; provided that, in the event that the parties are unable to so agree, then, if necessary, Buyer agrees shall amend its 401(k) plan or similar defined contribution retirement plan to ensure that it shall make an offer will accept direct rollovers of employment to eligible rollover distributions (iand notes or similar instruments reflecting participant loans) those from the Seller Plans. Any Business Employees who, who become employees of Buyer on the Closing Date, are actively at work Date shall cease participation in the employee benefit plans maintained or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) contributed to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer Seller or any Affiliate of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirementsSeller, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible EmployeesSeller Plans, will be in each case effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition later of the employment Closing Date or as otherwise provided under the terms of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesemployee benefit plan.”

Employees. (a) At Seller shall continue to employ at least fortytwenty-five three (4523) days of the employees who are its employees immediately prior to the Closing Date, (the "RETAINED EMPLOYEES") through the next regularly scheduled payroll date (the "TRANSFER DATE") occurring after the Closing but shall make such Retained Employees available for use by Buyer in the operation of the Business through Transfer Date (subject to termination for cause after consultation with Buyer and any voluntary termination by any such Retained Employee). Through the Transfer Date Seller shall provide Buyer continue such Retained Employees' then current compensation and benefits making payment of the payroll due on such date with an up-to-date list all necessary withholdings. An upward adjustment to the Purchase Price shall be made at the Closing equal to the compensation and the cost of Employeesthe benefits to such Retained Employees from the Closing Date through the Transfer Date. Buyer agrees that it shall make an offer each of the then employed Retained Employees employment to (i) those Employees who, with such employment effective on the Closing Date, are actively Transfer Date at work the same wage rates (including as to commission arrangements) as then employed and provide at least such other employee benefits as Buyer provides to like employees and shall employ each such Retained Employee who accepts such offer on such terms (or on temporary leave terms more favorable to such Retained Employee) for purposes a period of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work at least thirty (“Eligible Employees”), and (ii30) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject days subsequent to the Closing Date (subject to termination for cause and any voluntary termination by any such Retained Employee). Buyer acknowledges that it also shall assume pursuant to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks Section 2.1(b) all liabilities and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made obligations which accrue on or before after the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of all accrued Employee Obligations under the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate agreements included in the Buyer Benefit Plans Contracts. Except as provided below. Those Eligible Employees and Leave Employees described set forth below in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of SECTION 3.4, Buyer shall be herein referred responsible for, and forever defend, indemnify and hold Seller harmless from, all Losses resulting from, relating to, or arising out of termination of employment of the Retained Employees, including in respect of severance and similar obligations to as such persons, benefits in respect of accrued vacation, sick leave, or personal days and any liability or obligation to Retained Employees arising under the “Transferring EmployeesWorkers Adjustment and Retraining Notification Act (collectively "EMPLOYMENT OBLIGATIONS").”

Employees. (a) At least fortyThe parties hereto agree that they will cooperate and use all commercially reasonable efforts to cause Employees of the LIN-five (45) Texas with respect to the Station's Business to physically report to work on the Closing Date or as soon thereafter as is practicable. Holdings shall offer employment as of the Closing Date to each individual who is an Employee of the LIN-Texas with respect to the Station's Business immediately prior to the Closing Date and physically reports to work on the Closing Date or, if absent from work on the Closing Date solely by reason of vacation or regularly scheduled non-working days, on the day immediately following such vacation or days off. Each such Employee shall be offered employment with Holdings in a position similar to his or her position immediately prior to the Closing Date, Seller . Holdings shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an also offer of employment to (i) those Employees who, each individual who is an Employee of the LIN-Texas immediately prior to the Closing Date but is absent from work on the Closing Date, are Date for any reason other than vacation or regularly scheduled days off. Each such Employee shall be offered employment with Holdings in a position similar to such Employee's last position with the LIN-Texas as of the date such Employee physically returns to work duty. Each Employee of the LIN-Texas who is actively at work or on temporary leave for purposes in connection with the Station's Business as of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) or returns to active work duty with the Station's Business from an authorized leave or absence after the Closing Date shall hereinafter be referred to as to Eligible Employees, will be effective as of the Effective Timea "Transferred Employee", and (ii) as to Leave Employees, will be effective upon each the first date on which such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months Transferred Employee is actively at work with the Station's Business on or after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer Closing Date shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall hereinafter be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees"Transfer Date" with respect to such Transferred Employee. Notwithstanding anything to the contrary contained herein, unless otherwise provided under the terms of a written employment or collective bargaining agreement, each Transferred Employee shall be employed by Holdings on an at will basis and nothing shall prohibit Holdings from terminating such employment at any time after the Closing.”

Employees. Buyer shall evaluate Seller's employees for employment with Buyer (abut shall have no obligation to hire any of Seller's employees). As soon as practical but, in any event no later than 15 days after the date hereof, Buyer shall advise Seller of the Employees listed in Section 3(o) At least fortyof the Disclosure Schedule to whom Buyer intends to offer employment after the Closing (the "Buyer's Offer Advice"). Seller represents to Buyer than none of its facilities have more than 50 employees, other than Seller's office in XxXxxxxx, Texas (the "XxXxxxxx Office"). Prior to execution of this Agreement, Seller has advised Buyer of the number of employees of Seller who have experienced an employment loss ("Employment Loss"), as such term is defined for purposes of the Worker Adjustment and Retraining Notification Act of 1988 (as amended, the "WARN Act"), within the 90 day period prior to the date hereof (the "Pre-five Signing Period"), and Seller shall advise Buyer of the number of employees who experience an employment loss on and after the date hereof through the Closing (45the "Pre-Closing Period") days (such advice is hereafter collectively referred to as the "Seller's Employment Loss Advice"). If, based on the Buyer's Offer Advice, it appears that the aggregate number of employees of Seller who have experienced or appear likely to experience an Employment Loss will exceed 50 at any one location prior to the Closing, then Seller shall either (i) prepare and promptly file notice under the WARN Act, if required (the "WARN Act Notice"), or (ii) continue to employ a sufficient number of employees for a sufficient period of time so that the notice provisions of the WARN Act are no longer applicable. Commencing on and after the Closing Date, if the aggregate number of employees of Seller who have experienced an Employment Loss prior to the Closing Datebased on the Seller's Employment Loss Advice, together with the aggregate number of employees of Seller offered employment by Buyer who have experienced or appear likely to experience an Employment Loss, would exceed 50 employees at any one location during any consecutive 90 day period within the Pre-Signing Period, Pre-Closing Period or period subsequent to the Closing, assuming a WARN Act Notice previously has not been filed by Seller, then Buyer shall either (i) prepare and promptly file a WARN Act Notice, if required, or (ii) continue to employ a sufficient number of employees for a sufficient period of time so that the notice provisions of the WARN Act are no longer applicable. In the event that the Buyer elects to proceed with the option described in clause (ii) of the preceding sentence, Seller shall provide transition office space to Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment for such employees at the XxXxxxxx Office on terms to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment be mutually agreed upon by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for during any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesperiod.”

Employees. (a) At least forty-five No later than ten (4510) days prior to following the Closing Effective Date, Seller Purchaser shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to each of the employees set forth on Schedule 6.1(a) (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Offered Employees”), subject to Purchaser’s customary employee evaluation and hiring practices, appropriate regulatory licensing, and for any non-License Required Employees, as of the Initial Closing or Second Closing, as applicable, in accordance with Exhibit H hereto. Any Offered Employees who become employees of Purchaser are hereinafter referred to collectively as “Hired Employees” and individually as a “Hired Employee”. Immediately prior to the applicable Hire Date for each Hired Employee, Seller shall accept resignations from all Hired Employees who the Parties anticipate will commence employment with Purchaser. In the event the Initial Closing occurs, the Hire Date for License Required Employees shall be (i) the Initial Closing Date, if (1) such License Required Employee is State Licensed prior to the Initial Closing Date, and (2) the HomeStreet Office in which such License Required Employee is employed, or a HomeStreet Office to which such License Required Employee can transfer on the Initial Closing Date, is a Financially Viable HomeStreet Office as of the Initial Closing Date, or (ii) to those Employees who, on the Second Closing Date, are if such License Required Employee is not hired on maternity or paternity leavethe Initial Closing Date and such License Required Employee (1) is State Licensed prior to the Second Closing Date, military leave with veterans reemployment rights under federal law, leave under and (2) the Family Medical Leave Act of 1993HomeStreet Office in which such License Required Employee is employed, or long-term a HomeStreet Office to which such License Required Employee can transfer on the Second Closing Date is a Financially Viable HomeStreet Office as of the Second Closing Date. The Hire Date for all employees that are ultimately hired by Purchaser in connection with the Initial Closing or short-term disability the Second Closing shall be the Initial Closing Date or the Second Closing Date, as applicable, provided that Offered Employees on family or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) applicable Closing Date shall commence employment with Purchaser as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, soon thereafter as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeespracticable.”

Employees. Prior to the Effective Time, Buyer or its Affiliate shall offer employment to the Business Employees and such offers shall be communicated to such Business Employees within a reasonable time prior to the Closing Date (athe “Offered Employees”), except for such Business Employees who will automatically transfer to Buyer as of the Effective Time as employees of the Acquired Entity or under applicable Law (each an “Automatically Transferred Employee”). Each offer of employment shall (i) At least forty-five (45) days be for an employment position similar to the employment position the individual had immediately prior to the Closing Date at a geographic location not further than 50 miles from the individual’s principal place of employment immediately prior to the Closing Date, Seller (ii) be conditioned on Closing, (iii) be made in writing and (iv) shall provide Buyer with an up-to-date list of Employeesremain open and unchanged until the fifth Business Day prior to the Effective Time. Buyer agrees that it shall make an Each Offered Employee who (i) (A) accepts Buyer’s offer of employment to and (iB) those Employees who, on commences employment with Buyer or its Affiliates immediately after the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) each Automatically Transferred Employee, shall be referred to those herein as a “Transferred Employee.” The employment of each Transferred Employee shall commence immediately upon the Effective Time and shall be deemed, for all purposes, consistent with applicable Law and except as otherwise expressly provided herein, to have occurred with no interruption or break in service. Seller shall encourage all Offered Employees whoto accept employment with Buyer, on and Seller and its Affiliates shall not directly or indirectly solicit the Closing Date, are on maternity employment of or paternity leave, military leave seek to retain the services of any such Offered Employees. Each Business Employee who terminates employment with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993Seller or its Affiliates, or long-term who ceases to be assigned to work principally in the Business prior to the Effective Time shall hereinafter be referred to as a “Terminated Employee.” Except as may otherwise be provided in the Transition Services Agreement, if any, Seller or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee shall terminate or a Leave Employee shall cause to be subject to terminated the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible all Transferred Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. (a) At least forty-five (45) days prior to After the Closing Date, Seller WCI shall provide Buyer with an up-to-date list cause CRC's and FBLP's main office employees (all of Employees. Buyer agrees that it shall make an offer whom are listed on Schedule 9.12(a) (the "OFFICE EMPLOYEES")) and facility employees (all of employment to whom are listed on Schedule 9.12(b) (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”"FACILITY EMPLOYEES"), and (ii) to those Employees who, on the Closing Date, are on maternity either continue to be employed by CRC or paternity leave, military leave FBLP in his or her current position or to be offered a similar position with veterans reemployment rights under federal law, leave under the Family Medical Leave Act a WCI Affiliate located in Clarx Xxxnty at his or her current compensation for a period of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before two years after the Closing Date for each Office Employee and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months one year after the Effective TimeClosing Date for each Facility Employee. In the event an Office Employee or Facility Employee is terminated by WCI without cause (as hereinafter defined), other than those Employees on military duty or leave. Seller WCI will continue to pay such employee's compensation and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to will reimburse his or her Hire costs under COBRA for the remainder of the applicable employment term (the second anniversary of the Closing Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employeein the case of Office Employees and the first anniversary of the Closing Date in the case of Facility Employees), including provided that any Office Employee or Facility Employee whose employment by CRC or FBLP is terminated without cause and who declines an offer for a similar position at a WCI Affiliate located in Clarx Xxxnty shall not be entitled to such compensation and reimbursement of COBRA benefits. "CAUSE" means insobriety on the offer to participate job, conviction of a misdemeanor involving moral turpitude or a felony, illegal business practices in connection with WCI's or its Affiliate's business, misappropriation of WCI's or its Affiliate's assets, excessive absence of the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer employee from his or her duties during usual working hours for reasons other than vacation, disability or sickness, any material breach by the employee of any material condition of employment made pursuant or failure of the employee to this Section 7.8(a) perform competently and become employees of Buyer shall be herein referred to efficiently his or her duties, as the “Transferring Employeesdetermined by WCI in its reasonable discretion.”

Employees. (a) At least forty-five Seller shall provide an updated Schedule 3.15 to Buyer no later than thirty (4530) days prior to Closing (provided that Buyer provides Seller with reasonable advance written notice of the Closing Date). As of or before Closing, Buyer shall offer employment as of the Closing Date to all Station Employees, other than the employee(s) set forth on Schedule 5.11, and each such Station Employee who accepts Buyer’s offer of employment within five Business Days following the Closing Date will be a “Transferred Employee”. Buyer shall employ at-will those Transferred Employees who do not have employment agreements with Seller, initially at a salary and at a position and on terms and conditions as determined by Buyer, but with monetary compensation (consisting of base salary, and, as applicable commission and normal bonus opportunity) substantially the same as those provided by Seller immediately prior to Closing. The initial terms and conditions of employment for those Transferred Employees who have employment agreements with the Seller shall be as set forth in such employment agreements, which shall, to the extent permitted under the applicable agreements, be assigned to Buyer and assumed by Buyer. The Buyer shall, for at least one year after the Closing Date, provide each Transferred Employee who remains employed with the Buyer or its Affiliates with employee benefits (other than retirement or pension benefits and excluding any equity or phantom equity arrangements) that are substantially similar to the employee benefits (other than retirement or pension benefits and excluding any equity or phantom equity arrangements) provided to the Transferred Employees by Seller shall provide and its Affiliates as of the Closing Date (and for which summary plan descriptions have been provided in accordance with Section 3.14). The Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees whoshall, on for at least one year after the Closing Date, are actively provide at work or on temporary leave least two weeks for purposes each year of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work service (“Eligible Employees”including service with Seller), and (ii) of severance payments to those Transferred Employees who, on the Closing Date, who are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment terminated by Buyer or any and who execute a release of its Affiliates of, an Eligible Employee or claims in a Leave Employee shall be subject to the Closing and form reasonably satisfactory to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Transferred Employees who are on vacation as terminated by Buyer for cause or who voluntarily terminate their employment with Buyer. For the avoidance of the Effective Time. Such offers doubt, Buyer does not assume and shall have no responsibility for severance or other payments due to any Station Employee (or other employee of employment shall be made on substantially the same terms and conditionsSeller) who is not a Transferred Employee, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary without limitation those who reject or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who do not accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as within five Business Days after the “Transferring EmployeesClosing Date.”

Employees. (a) At least forty-five (45) days prior to On the Closing Date, Seller Transferors shall provide Buyer with an up-to-date list terminate the employment of all existing employees of Transferors currently assigned primarily to the Greenville Campus who are designated by Transferee as intended for hire (the “Transferred Employees”). Buyer agrees For avoidance of doubt, Transferors anticipate that it shall make an offer Transferee will hire substantially all of employment Transferors’ employees who are currently assigned primarily to (i) those Employees who, on the Greenville Campus effective from the Closing Date, are actively at work or on temporary leave for purposes but Transferee is not required to offer employment to all existing Greenville Campus employees of jury or annual two-week national service/military dutyTransferors. Rather, on vacation or on Schedule 2.9 is attached and incorporated as a regularly scheduled day off from work means of designating the Transferred Employees, and those other employees whose employment will be either a) severed and terminated permanently (the “Eligible Terminated Employees”), and or b) retained by Transferors for continued employment (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Retained Employees”); provided, however, that any offer . Any employment of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall the Transferred Employees will be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of usual Transferee pre-employment verification process, including background checks screening, and drug screeningany such employment will be on terms reasonably acceptable to the Transferee. Such offers of employment Each Transferor shall be responsible for Eligible all salary, wages, benefits, severance obligations and other obligations owed to the Transferred Employees and Leave the Terminated Employees up to the date such ELECTRONICALLY FILED - 2020 Jun 29 9:24 AM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012 employee is no longer an employee of such Transferor, all of which, to the extent calculable, shall be made on or before paid to each such employee when due. For avoidance of doubt, the Closing Date and (i) as to Eligible Employees, will foregoing Employee obligations shall be effective as paid from the Wind-up Accounts in full satisfaction of the Effective Timeforegoing allocation of expense. Likewise, Transferee shall be responsible for all salary, wages, benefits, severance obligations, and (ii) as other obligations owed to Leave Employees, will be effective upon each the Transferred Employees from the date such Leave Employee’s return to active employmentemployee is hired by Transferee; provided, thatTransferee and Transferors shall reconcile and reimburse as applicable to the extent that any human resources management contractors payments are inconsistent with the respective hiring and retention dates. Except to the extent otherwise provided for in this Agreement, as to Leave Employeesif applicable, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment Transferors shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages responsible for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior severance owed to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Retained Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant all continuing wages, benefits or entitlements owed to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Retained Employees.”

Employees. (a) At least forty-five (45) days Buyer shall offer employment, commencing as of the Closing, to all Palisades Employees and Big Rock ISFSI Employees employed immediately prior to the Closing, which Palisades Employees and Big Rock ISFSI Employees are set forth on Schedule 6.10(a), as amended between the Effective Date and the Closing DateDate to reflect any changes in the identities of work force personnel. Notwithstanding the foregoing any individual who is absent from service due to illness, Seller leave of absence, military service or otherwise on the Closing Date shall provide not be considered a Palisades Employee or a Big Rock ISFSI Employee (and shall not be entitled to any wages, compensation, or benefits from Buyer) unless or until such individual returns to work and is actively employed by Buyer no later than fifty-two (52) weeks from the date his/her leave began or such later date as required by Law or the Collective Bargaining Agreement, in which case any wages, compensation, or benefits eligibility shall be prospective only, from the date of such individual’s active employment with an up-to-date list of EmployeesBuyer. Buyer agrees that it shall make an Each offer of employment made by Buyer to a Palisades Employee or a Big Rock ISFSI Employee shall be consistent with the standard hiring practices and employment prerequisites of Buyer (applied consistent with Buyer’s past practices), and to the receipt by Buyer of confirmation from Seller or NMC that such individual (i) those Employees whois currently performing and is qualified, on licensed, certified, or trained in accordance with any applicable requirement of Governmental Authority to perform the Closing Date, are actively at work duties and responsibilities of his or on temporary leave for purposes of jury her current job assignment or annual two-week national service/military duty, on vacation the position to be offered to him or on a regularly scheduled day off from work (“Eligible Employees”), her by Buyer; and (ii) to those Employees whohas the appropriate nuclear power plant access authorization. At the Closing, on Buyer shall assume the Closing Date, are on maternity Collective Bargaining Agreement and shall assume all of Seller’s or paternity leave, military leave with veterans reemployment rights under federal law, leave NMC’s obligations under the Family Medical Leave Act Collective Bargaining Agreement with respect to each Bargaining Unit Transferred Employee as of 1993the date he or she commences employment with Buyer, including the provision of retirement and insurance benefits, for the remainder of the term of the Collective Bargaining Agreement. For purposes of this Section 6.10, Buyer shall include any Affiliate of Buyer which offers employment to Palisades Employees or long-term Big Rock ISFSI Employees. Buyer does not assume any Liability under the Collective Bargaining Agreement or short-term disability otherwise with respect to any Palisades Employee unless and until he or medical leave (“Leave Employees”); provided, however, that she becomes a Transferred Employee. Buyer’s agreement to offer employment to the Palisades Employees and Big Rock ISFSI Employees under this Section 6.10(a) shall not constitute an employment agreement or contract with any offer of employment toPalisades Employee or Big Rock ISFSI Employee, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave each Transferred Employee shall be an “at-will” employee, subject to the Closing and to Buyer’s standard employment requirementsCollective Bargaining Agreement, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesapplicable.”

Employees. (a) At least forty-five (45) days prior to On the Closing Date, Seller Transferors shall provide Buyer with an up-to-date list terminate the employment of all existing employees of Transferors currently assigned primarily to the Greenville Campus who are designated by Transferee as intended for hire (the “Transferred Employees”). Buyer agrees For avoidance of doubt, Transferors anticipate that it shall make an offer Transferee will hire substantially all of employment Transferors’ employees who are currently assigned primarily to (i) those Employees who, on the Greenville Campus effective from the Closing Date, are actively at work or on temporary leave for purposes but Transferee is not required to offer employment to all existing Greenville Campus employees of jury or annual two-week national service/military dutyTransferors. Rather, on vacation or on Schedule 2.9 is attached and incorporated as a regularly scheduled day off from work means of designating the Transferred Employees, and those other employees whose employment will be either a) severed and terminated permanently (the “Eligible Terminated Employees”), and or b) retained by Transferors for continued employment (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Retained Employees”); provided, however, that any offer . Any employment of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall the Transferred Employees will be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of usual Transferee pre-employment verification process, including background checks screening, and drug screeningany such employment will be on terms reasonably acceptable to the Transferee. Such offers of employment Each Transferor shall be responsible for Eligible all salary, wages, benefits, severance obligations and other obligations owed to the Transferred Employees and Leave the Terminated Employees up to the date such ELECTRONICALLY FILED - 2020 Feb 14 2:23 PM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012 employee is no longer an employee of such Transferor, all of which, to the extent calculable, shall be made on or before paid to each such employee when due. For avoidance of doubt, the Closing Date and (i) as to Eligible Employees, will foregoing Employee obligations shall be effective as paid from the Wind-up Accounts in full satisfaction of the Effective Timeforegoing allocation of expense. Likewise, Transferee shall be responsible for all salary, wages, benefits, severance obligations, and (ii) as other obligations owed to Leave Employees, will be effective upon each the Transferred Employees from the date such Leave Employee’s return to active employmentemployee is hired by Transferee; provided, thatTransferee and Transferors shall reconcile and reimburse as applicable to the extent that any human resources management contractors payments are inconsistent with the respective hiring and retention dates. Except to the extent otherwise provided for in this Agreement, as to Leave Employeesif applicable, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment Transferors shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages responsible for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior severance owed to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Retained Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant all continuing wages, benefits or entitlements owed to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Retained Employees.”

Employees. (ai) At least forty-five Buyer has offered to employ those certain employees of Seller that are actively employed in the Business and are set forth on Schedule 7(c) hereto (45“Business Employees”) days prior effective immediately following the last day of the “Transition Period” (as defined in the Transition Services Agreement) or such earlier date specified by Buyer (the “Hire Date”). As of the Hire Date, Seller shall terminate the employment of each Business Employee and shall cooperate with, and use its commercially reasonable best efforts to assist, Buyer with Buyer’s hiring of such Business Employees. Prior to the Closing Date, Seller shall provide have delivered to Buyer with an up-to-date list of Employeesrespect to each Business Employee his or her title, base salary, branch location, target bonus and other incentives. Buyer agrees that it shall make an Each Business Employee who accepts Buyer’s written offer of employment and commences employment with Buyer shall be referred to (i) those Employees who, on herein as a “Hired Employee.” Immediately following the Closing Hire Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave each Hired Employee shall be subject eligible to receive employee benefits that are substantially comparable in the aggregate to the Closing and employee benefits provided to similarly situated employees of Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as notwithstanding the foregoing, in no event shall Buyer be required to Leave Employeesrecognize any Hired Employee’s prior service with Seller for purposes of eligibility, such return occurs within 12 months after the Effective Timevesting, other than those Employees on military duty benefit accrual or leaveotherwise. Seller and Buyer shall coordinate the transition For purposes of this Agreement, the employment of those Leave Employees who are on vacation any Hired Employee shall commence effective as of immediately following the Effective TimeHire Date. Such offers of Nothing express or implied in this Agreement shall obligate Buyer to provide continued employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages to any Hired Employee for any such offered Employee from period of time following the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave shall prevent Buyer from Seller if such offered modifying the compensation or employee benefits of any Hired Employee is a Leave Employee), including following the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesHire Date.”

Employees. (a) At least fortyEffective as of the Closing Date and subject to the occurrence of the Closing, Buyer shall offer at will employment to the B&I GPO Business Employees as set forth on Annex E, with, until January 1, 2024, (i) base wages, salaries and annual cash bonus/commission opportunities (excluding equity or equity-five (45related compensation) days equivalent to the base wages, salaries and annual cash bonus/commission opportunities in effect immediately prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)Closing, and (ii) employee benefits that a similarly situated employee of Xxxxx receives in connection with such Person’s employment with Buyer. Such B&I GPO Business Employees who accept Xxxxx’s offers of employment and commence employment with Buyer are referred to those Employees whoas the “Hired Employees.” It is understood and agreed that (i) any offer of employment made by Buyer pursuant to this Section 4.7 is subject to Buyer’s reasonable pre-screening and onboarding process and is contingent upon successful completion of a background check and Buyer’s other onboarding requirements, will not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing DateDate employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment; and (ii) employment offered by Xxxxx is “at will” and may be terminated by Buyer or by any Hired Employee at any time for any reason. Nothing in this Agreement will be deemed to prevent or restrict in any way the right of Buyer after the Closing to terminate, are on maternity reassign, promote or paternity leave, military leave with veterans reemployment rights under federal law, leave under demote any of the Family Medical Leave Act of 1993Hired Employees, or long-term (except as set forth in the first sentence of his paragraph) to change (adversely or short-term disability favorably) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or medical leave (“Leave terms or conditions of employment of any such Hired Employees”); provided, however, that Buyer will endeavor to honor such Hired Employees’ current work location. On and after the Closing Date until January 1, 2024, Buyer shall (in each case to the extent allowed by applicable Law), (i) give Hired Employees service credit for all purposes, (ii) use commercially reasonable efforts to cause any offer preexisting condition restrictions, other restrictions or waiting periods under employee benefit plans of employment toBuyer to be waived to the extent necessary to provide immediate coverage to each Hired Employee, and any employment by Buyer or any (iii) honor all accrued but untaken paid time off credited to each Hired Employee recorded in the records of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to PHSI under the Closing and to Buyer’s standard employment requirements, including satisfactory completion paid time off plans of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made PHSI that have not been cashed out on or before the Closing. Promptly after the close of the applicable commission period following the Closing Date and in accordance with applicable Legal Requirements, Buyer shall pay all unpaid commissions owed to any Hired Employees related to sales for which such Hired Employees received credit during their employment with PHSI with respect to the B&I GPO Business prior to the Closing (i) the “Commissions”), all as more specifically set forth on Annex E, which amounts shall be considered Indebtedness for purposes hereof. Buyer shall use commercially reasonable efforts, subject to Eligible Employeesthe consent of any applicable insurer, will be effective to cause any medical plans of Buyer to apply any amounts paid under an equivalent employee benefit plan of PHSI or its Affiliates by a Hired Employee as deductibles, coinsurance and out-of-pocket payments during the plan year in which the Closing Date occurs toward deductible, coinsurance and out-of-pocket limits under such plan of Buyer for the plan year in which the Closing Date occurs to the extent take into account under the medical benefit plans of PHSI (with appropriate adjustments for differences in plan years). With respect to each Hired Employee who was a participant in one of the Effective TimeHealth Savings Account plans of PHSI or its Affiliates (the “Premier Health Savings Account Plans”) prior to the Closing, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate request the transition custodian of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee its Health Savings Account plans to accept rollover contributions from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Premier Health Savings Account Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer on behalf of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Hired Employees.”

Employees. (a) At least fortyThe parties hereto agree that they will cooperate and use all commercially reasonable efforts to cause employees of the KXAS Business to physically report to work on the Closing Date or as soon thereafter as is practicable. NBC shall offer employment as of the Closing Date to each individual who is an employee of the KXAS Business immediately prior to the Closing Date and physically reports to work on the Closing Date or, if absent from work on the Closing Date solely by reason of vacation or regularly scheduled non-five (45) working days, on the day immediately following such vacation or days off. Each such employee shall be offered employment with NBC in a position similar to his or her position immediately prior to the Closing Date, Seller . NBC shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an also offer of employment to (i) those Employees who, each individual who is an employee of the KXAS Business immediately prior to the Closing Date but is absent from work on the Closing Date, are Date for any reason other than vacation or regularly scheduled days off. Each such employee shall be offered employment with NBC in a position similar to such employee's last position with the KXAS Business as of the date such employee physically returns to work duty. Each employee of the KXAS Business who is actively at work or on temporary leave for purposes with the KXAS Business as of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) or returns to active work duty with the KXAS Business from an authorized leave of absence after the Closing Date shall hereinafter be referred to as to Eligible Employees, will be effective as of the Effective Timea "KXAS TRANSFERRED EMPLOYEE", and (ii) as to Leave Employees, will be effective upon the first date on which each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months KXAS Transferred Employee is actively at work with the KXAS Business on or after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer Closing Date shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall hereinafter be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees"TRANSFER DATE" with respect to such KXAS Transferred Employee. Notwithstanding anything to the contrary contained herein, unless otherwise provided under the terms of a written employment or collective bargaining agreement, each KXAS Transferred Employee shall be employed by NBC on an at will basis and nothing shall prohibit NBC from terminating such employment at any time after the Closing. Each individual who is an employee of the KXAS Business immediately prior to the Closing Date but is not employed by NBC on the Closing Date ("RETAINED EMPLOYEES") shall be continued as an employee of LIN-Texas or its affiliate ("LIN EMPLOYER") until such employee's termination of employment with LIN- Texas and its Affiliates in accordance with the policies and practice of such LIN Employer as of the date hereof. LIN Employer shall provide Retained Employees during their employment with LIN Employer all benefits and protections ordinarily provided by LIN Employer to similarly situated employees pursuant to its plans, policies and practices substantially as in effect as of the date hereof.”

Employees. (a) At least forty-five (45) days The parties agree that, prior to and after the Closing DateClosing, Seller the Buyer shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall have the right to make an offer of employment to (i) those the Employees who, listed on Schedule 7(a). On and after the Closing Date, are actively at work or on temporary leave for purposes the Buyer shall hire any such Employee who has accepted Buyer's offer by executing an offer letter. Any such Employee who accepts Buyer's offer of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), employment and (ii) to those Employees who, on within fourteen (14) days after the Closing Date, are on maternity or paternity leave, military leave commences employment with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, Buyer by reporting for work and any employment is actively employed by Buyer for at least one day is hereinafter referred to as a "TRANSFERRED EMPLOYEE." Buyer shall, for the period of 30 days following the Closing, offer to provide or cause to be provided to Transferred Employees compensation that are substantially comparable to the base salary provided to them by Sellers immediately prior to the Closing. Subject to the satisfaction of applicable enrollment requirements (other than any service or waiting period requirement or any of its Affiliates ofrule regarding entry dates), an Eligible each Transferred Employee (and his or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirementsher eligible spouse or dependents) who, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective TimeClosing Date, and participates in Employee Benefit Plans of any Seller shall, within a reasonable period following such Transferred Employee's commencement of employment with Buyer, become eligible to participate in employee benefit plans maintained by Buyer for its employees. Buyer shall not for a period of thirty (ii30) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months days after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of Closing terminate the employment of those Leave any Employee who accepts employment with Buyer. Buyer will assume liability for bonuses and vacation benefits, listed on Schedule 5(g), of Transferred Employees who are on vacation as of accept employment with Buyer, accrued through the Effective Time. Such offers All of employment shall be made on substantially the same terms responsibilities that Buyer assumes and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in responsible under this Section 7.8(a7(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein are referred to herein as the “Transferring Employees"ASSUMED EMPLOYEE OBLIGATIONS". Sellers will use all reasonable efforts to cause such Employees to make available their employment services to the Buyer. Sellers covenant that they will forever waive any rights under any non-competition, non-disclosure, non-solicitation or similar provisions they have with respect to the Business or the Acquired Assets under any employment, non-compete or other arrangements with any of the Employees who are to be employed by Buyer after the Closing.”

Employees. If the Closing occurs, the Purchaser shall be free to hire such persons, whether or not employees of the Seller or the Business, on such terms and conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the parties hereto, including, without limitation, any employee of the Seller or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to such Person's employment by the Purchaser shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to the Purchaser a true and complete list (aincluding names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the Business on the date of such notice. At least forty-five seven (457) days prior to the Closing Date, the Purchaser shall notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or accrued for all employees of the Business through the Closing Date. In particular, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment and continue to provide all continuation coverage under its group health plans required by ERISA, the Code and applicable Law for (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave Seller's employees who terminate employment with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or Seller before the Closing Date and (iii) as to Eligible Employees, will be effective Seller's employees who terminate employment with Seller as of the Effective Time, Closing Date and (ii) as to Leave Employees, will whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. responsibility of Seller and Buyer Purchaser shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary not have any liability with respect to such claims or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesliabilities.”

Employees. (a) At least forty-five (45) days Promptly following the date of this Agreement, Seller shall allow Buyer reasonable access, during regular business hours, to all Current Employees for the purpose of determining whether Buyer will offer employment to such Current Employees, and any telephone conversations or meeting with Current Employees in such regard will be deemed to be in full compliance with such Current Employee’s employment agreement and Seller’s employment policies. On or prior to the Closing Date, Buyer may choose to offer employment to any, all, or none of the Current Employees. Other than as set forth in this Section 5.3, Seller agrees that, prior to the Closing Date or earlier termination of this Agreement pursuant to Section 5.1 or Article IX, it shall not terminate any Current Employee set forth on Section 5.3 of the Disclosure Schedule other than for Cause, and shall pay all wages due to such Current Employees until and including the Closing Date or earlier termination of this Agreement pursuant to Section 5.1 or Article IX, and treat such Current Employee in a manner consistent with past practice. Each Current Employee to whom Xxxxx has made an offer of employment pursuant to this Section 5.3 and that has accepted such offer is hereinafter referred to as a “Selected Employee”. On or immediately prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of terminate the employment of those Leave Employees who are any Selected Employee employed by Seller on vacation as such date. In no event shall Buyer assume any of Seller’s obligations with respect to any former employee, Current Employee or Selected Employee. Seller shall timely file any and all federal, state and local notices, and, subject to applicable Law, has paid or will pay any and all post- petition amounts owed in connection with termination of employment of the Effective Time. Such offers of employment shall Selected Employees, and has sent or will send any notices that may be made on substantially the same terms required in connection therewith (e.g. COBRA continuation coverage, medical, life insurance, disability, retirement plan and conditions, including other welfare plan expenses and benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”

Employees. The following special provisions may be implemented by mutual agreement at the local level: notwithstanding the above, scheduled shall be worked and accumulated at straight time rates; the duration the period during which are to be worked and accumulated be established by agreement provided that the period shall not exceed six months; any scheduled worked for the purpose of accumulation shall not be included as actual hours worked the averaging period for calculation of overtime entitlement: accumulated shall be taken by mutual agreement at the local level provided that fall within the three (a3) At least fortymonth period immediately following the expiration of the accumulation period as set out in (2) above; in the event mutual agreement not reached as set out in (4) above, management shall when tho are to be taken in accordance with the three (3) month provision: in the event that mutual agreement is not reached at the level as provided for in (4) above, and management does not direct when the accumulated earned are to be taken as provided for in (5) above, the accumulated not taken will be paid out at the rate of time and one-five half for each EDO, based on employee's rate of pay in effect at the time of the expiration of the accumulation period as out in (452) days above: and the duration of averaging period shall be considered expired if an employee is dismissed, resigns, promotes, demotes, transfers or is on an approved leave of absence without pay or lay-off for a period of (3) calendar weeks or The accumulated in that period in time shall be paid out at one and one-half times the employee's regular hourly rate of pay for each EDO based upon the rate of pay in effect at the time of the expiration of the averaging period, as set out in this provision. Correcttons Workers Management may require an employee, entitled to an EDO, to work on that day. Days shall be accumulated and scheduled to be taken at a later time. If the accumulation reaches ten days, time shall be paid out at one and one-half (1 times the employee's regular rate of pay. Any worked and accumulated shall not be included actual hours worked for the purpose of determining overtime entitlement in the work cycle. Tech Assistants and Project Managers, Back Hoe Operators and Checkers Management shall set out of time during which scheduled shall be worked and accumulated at straight time rates; Periods of accumulation shall be for a minimum three (3) weeks duration and a maximum of eleven in any one year, beginning April and ending on March of the following year; Accumulated will be taken by mutual agreement prior to the Closing Datetwelve (1 month period ending March in the year of accumulation: In the event mutual agreement not reached, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, accumulated will be effective taken as assigned by management; In the event accumulated days cannot be taken they will paid out at one and one-half times the employee's regular rate of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeespay.”

Employees. (a) At least forty-five (45) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to All (i) those Employees who, active employees of the Sold Companies and Subsidiaries on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) active employees of the Sellers who are (A) employed primarily in the Business on the Closing Date and (B) listed on SCHEDULE 5.7(A), are hereinafter referred to those Employees whoas the "ACTIVE COMPANY EMPLOYEES." Any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(A) who is not actively at work on the Closing Date due to a short-term absence, whether paid or unpaid (e.g., vacation, holiday, jury duty, FMLA, pregnancy, parental and bereavement leave, military leave, emergency leave, compassionate leave, short term disability, scheduled time off, or illness or injury leave) in compliance with the applicable policies of the Sellers, Sold Companies or the Subsidiaries (or a long-term absence covered under a long-term disability Company Benefit Plan) or any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(A) who is not actively at work on the Closing Date and is receiving worker's compensation payments as required by Law will be deemed an Active Company Employee. To the extent they are not employed by the Sold Companies or Subsidiaries on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such make offers of employment for Eligible in the Business to all Active Company Employees and Leave Employees shall be made on or before who are employed by the Sellers primarily in the Business immediately prior to the Closing Date and are listed on SCHEDULE 5.7(A). The parties shall use their commercially reasonable efforts to cause all such employees who are offered ongoing employment with the Buyer as described in the preceding sentence to accept such offers of ongoing employment. The Buyer shall not involuntarily terminate the employment of any Active Company Employees on the Closing Date (ii.e., termination other than due to death or resignation). Notwithstanding anything herein to the contrary, Seller shall retain or assume all liabilities, and the Buyer and its Affiliates shall assume no liabilities, with respect to (x) as to Eligible the Discontinued Business Employees, will be effective as of whether under the Effective TimeCompany Benefit Plans or otherwise, and (iiy) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after any Company Benefit Plan which is not listed on SCHEDULE 3.11(A)(I)-1 and for which costs were not expressly included in the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition income statements of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary Sold Companies or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesSubsidiaries.”

Employees. (a) At least forty-five (45) days Immediately prior to the Closing Date, Seller Buyer shall provide Buyer with an up-to-date list of offer employment effective the Closing Date to all Persons who are Union Employees. Buyer agrees that it shall make an Each offer of employment to (i) those Employees whoa Union Employee shall be under the terms of the Collective Bargaining Agreement, on and otherwise at the same compensation rate, position and place of employment held by such Union Employee immediately prior to the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any Inactive Employee who is absent from active service on the Closing Date by reason of such Inactive Employee's entitlement to short-term disability, long-term disability or workers' compensation benefits shall be offered employment by the Buyer effective upon such Inactive Employee's availability to return to active service unless otherwise dictated by the Collective Bargaining Agreement. Buyer shall offer employment on an "at-will basis" immediately prior to and effective as of the Closing Date to all Persons who are Employees (other than Union Employees) immediately prior to the Closing Date; provided, however, that any Inactive Employee who is absent from active service on the Closing Date by reason of such Inactive Employee's entitlement to short-term disability, long-term disability or workers' compensation benefits shall be offered employment by Buyer effective upon such Inactive Employee's availability to return to active service. Each offer of employment to, and any employment by Buyer or any of its Affiliates of, to an Eligible Employee or other than a Leave Union Employee shall be subject to at the Closing same base salary or commission rate, position and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers place of employment for Eligible Employees and Leave Employees shall be made on or before held by such Employee immediately prior to the Closing Date and upon such other terms and conditions of employment as provided to similarly situated employees of Buyer; provided, that each offer of employment to an Employee (iother than Union Employees) as to Eligible Employeesshall provide for a severance package meeting the terms set forth on SCHEDULE 5.5(A), will be effective which package shall remain in effect for at least twelve (12) months following the Closing. All Employees who accept offers of employment with Buyer as of the Effective TimeClosing Date, and (ii) as to Leave Employees, will shall hereafter be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as "TRANSFERRED EMPLOYEES." If for any reason any of the “Transferring Employees do not accept Buyer's offer of employment, Seller hereby agrees, jointly and severally, to indemnify Buyer in accordance with ARTICLE VII from and against any claim for termination or severance payment, wrongful dismissal or other such actions and all other costs or liabilities associated with such Employees, including without limitation, any obligation or liability with respect to any wages, bonuses, commissions, sick pay and vacation liabilities and any other amounts or benefits payable or accrued to such Employees with respect to any period (whether or not payable by the Closing Date) and any liability for failure to give any required notices under the WARN Act.”

Employees. (a) At least forty-five (45) days prior to the Closing DateExcept as otherwise provided herein, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate assume the transition obligations of the employment of those Leave Employees who are on vacation Seller's Wisconsin and Cleveland based employees ("Employees") as of the Effective TimeClosing Date. Such offers of employment Seller shall be made on substantially responsible for the payment of all amounts due and payable to the Employees for accrued vacation, and shall pay the same terms on a timely basis for cash elections made by Employees. Seller shall reimburse Buyer, within ten (10) days following Buyer's demand, for the value of accrued vacation for which Employees elect to be rolled over instead of paid in cash. For a period of 60 days, until September 30, 2006, Seller shall maintain Employees on Seller's payroll and conditionsbenefit plans. Seller shall submit invoice to Buyer for Employee' actual payroll costs two business days prior to each pay date, including and Buyer shall reimburse Seller within two (2) business days of invoice date. On a monthly basis, Seller shall submit invoice to Buyer for the cost of monthly benefit premiums and out of pocket costs for Employees, and Buyer shall reimburse Seller within ten (10) days. On or before October 1, 2006, Buyer shall assume direct employment of Employees and Seller will terminate Employee's employment and benefits, unless an extension of these services is mutually agreed upon between Seller and Buyer as exist provided in Section 11. Seller shall maintain Workers Compensation Insurance for similarly-situated employees Employees through September 1, 2006. Buyer shall be responsible for the bonus payments due to the two Cleveland based employees, the relocation payment due to one Cleveland based employee, and the project manager for the City of Cleveland subcontract upon completion of the project, as reflected in Schedule 18 attached to this Agreement. Seller shall have no obligation to retain any of the Employees through Closing Date, and Buyer and contain shall have no reduction obligation to retain the Employees following the Closing Date. Neither party shall have any liability to the other in base salary or wages for any such offered the event that an Employee from the base salary or wages in effect for such Employee with Seller immediately prior to terminates his or her Hire Date (employment with Seller or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee)Buyer at any time, including either before or after the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing Date.”

Employees. (a) At least forty-five Effective as of the Closing, Buyer shall offer continued employment with Buyer to each employee of the Business (45each a “Business Employee”) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an listed on Schedule 9.6(a) (those Business Employees whom accept Buyer’s offer of continued employment in accordance with the immediately preceding sentence shall be referred to (i) those Employees who, on herein as the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Transferred Employees”), and (ii) to those . For all Business Employees who, on in the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave EmployeesUnited Kingdom, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same such terms and conditionsconditions and shall include such terms and conditions as are necessary to avoid redundancy or severance payments due to a deemed termination based on the transfer of the Purchased Assets. Schedule 9.6(a) lists the date of commencement of employment, including benefits, as exist for similarly-situated employees the current rate of Buyer and contain no reduction in annual base salary and other cash compensation received in the last 12 months (if any), and the amount of accrued vacation (if any) for each Business Employee listed therein. Such offers shall provide each Transferred Employee with (i) an annual base salary of not less than the annual rate for such Transferred Employee set forth on Schedule 9.6(a), (ii) the ability to earn other cash compensation of not less than the amount for such Transferred Employee set forth on Schedule 9.6(a), and (iii) all benefits (including, without limitation, welfare benefits) that Buyer generally makes available to its similarly situated employees. To the extent that service is relevant for vesting or wages benefit calculations or allowance under any plan or arrangement maintained by Buyer or its affiliates in order to provide the benefits described in the previous sentence or otherwise maintained by Buyer or its affiliates in which the Transferred Employees are eligible to participate, to the extent permitted under such plan or arrangement, such plan or arrangement shall credit the Transferred Employees for service on or prior to the Closing Date with either Seller or any affiliate of Seller. Buyer shall be responsible for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior severance and/or termination and/or compensation and/or damages payments and/or any other liabilities payable to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate Business Employees in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) United Kingdom who accept Buyer’s offer of are not offered employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees9.6(a).”

Employees. (ai) At least forty-five Not later than ten (4510) Business Days after the Effective Date, Sellers shall deliver to Buyer a schedule including the following information as of a date which is not more than fifteen (15) days prior to the Closing Date, Seller shall provide Buyer with an up-to-delivery date list of Employees. Buyer agrees that it shall make an offer of employment to such schedule: (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes name of jury or annual twoall Facilities-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)based employees, and (ii) their positions, rates of pay and original hire dates. Sellers shall update the schedule described in the immediately preceding sentence on or about three (3) Business Days prior to those the Closing Date and promptly shall notify Buyer of any material changes in such schedule. Sellers will terminate the employment of each of the Facility Employees who, on (as defined below) as of the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave . (ii) Buyer agrees its acquisition of the Facilities shall be structured in such a manner that Sellers shall not be required to give any Facilities-based employees notification under the Family Medical Leave Act of 1993Worker Adjustment and Retraining Notification Act, or long-term or short-term disability or medical leave (“Leave Employees”); provided29 U.S.C. 2101, howeveret seq. To this end, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and Date, Buyer shall offer to hire, on a probationary basis, at least seventy-five (i75%) as to Eligible Employees, will be effective percent of Sellers' employees who are employed at each Facility as of the Effective Time, and Closing Date (ii) as the "FACILITY EMPLOYEES"). Any such offer of employment to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and a Facility Employee by Buyer shall coordinate be to perform comparable services, in such position as is comparable to the transition of the employment of those Leave Employees who are on vacation position such Facility Employee held with any Seller as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditionsclosing, including benefits, as exist for similarly-situated provided that Buyer may offer compensation to such Facility Employees at levels commensurate with compensation levels paid to other employees of Buyer holding comparable positions, and contain no reduction provided further that any change in base compensation levels does not result in any constructive discharge of any such Facility Employee. Sellers shall have the right (but not the obligation) to employ or offer to employ any Facility Employee who declines Buyer's offer of employment. (iii) Buyer shall hire at the closing, on a probationary basis, each Facility Employee who elects to accept employment with Buyer in accordance with the terms of Section 6(e)(ii), above (all of such employees who accept employment with Buyer being herein called the "HIRED EMPLOYEES"). (iv) Sellers shall pay to each Facility Employee, on that date which, but for the closing, would have been the next regularly scheduled payroll date for such employee following the closing or sooner if required by law, an amount equal to any and all salary or wages for benefits earned and accrued by such employee, as of the Closing Date in accordance with Sellers' policies. (v) Nothing in this Section 6(e) shall create any such offered Employee from the base salary or wages rights in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is favor of any person not a Leave Employee)party hereto, including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer Facility Employees, or constitute an employment agreement or condition of employment made pursuant to this Section 7.8(a) and become employees for any employee of Buyer shall be herein referred to as the “Transferring Employees.”Sellers or any affiliate of Seller. (f)

Employees. A claim by an employee, who has attained seniority,thathe has been unjustlydischarged or unjustly suspended from his employment shall be as a grievance if a written statement of such grievance is lodged with the Commissioner,CorporateServiceswithin three (a3) At least forty-five daysafter the employeehas been suspended or ceases to work for the Corporation. A meeting will be convened within three (453) days prior of receipt of the grievance by the Commissioner,Corporate Servicesto in- cludethe relevantDepartment Head orDeputy and necessary Corporation and Union repre- sentatives. The grievance shall be resolved by either confirming the Department Head’s action or by reinstating the employee with compensation for time lost or by other arrangement which is just and equitable in the opinion of the conferring parties. A decision shall be rendered within two (2) days of such meeting. If the deci- sion is not satisfactory to the Closing Datethe Union, Seller the grievance shall provide Buyer with then be re- ferred to the GrievanceProcedure comment- ing at Step No. Where anemployee has out notice, he shallhave the right to interview a member of the Executive Committee of the Union for a reasonable period of time before leaving the Corporation’s premises. An employee who has been the recipient of a Warning of an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work Offence or on temporary leave for purposes whose record a DerogatoryNotation has been madewillhave an opportunity to have such Warning of jury an Offence or annual two-week national service/military dutyDerogatory Notation removed from his file in accordancewith the following procedure: Such employee in excess of two years’ serv- ice with the City, on vacation who has not received a Warning of an Offence or on caused a regularly scheduled day off from work (“Eligible Employees”), and (ii) Deroga- tory Notation to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on his record for two (2) consecutive years, may request a Corporate Serv- ices. The Commissioner,Corporate Services and the appropriate Department Head may their any such Warning of Offence or before Notation from the Closing Date and (i) as to Eligible Employees, employee’s file. The Union will be effective as sent a copy of the Effective Time, and (ii) as all correspondence to Leave Employees, will be effective upon each such Leave Employee’s return employees in regard to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty this subject. The Union Xxxxxxx or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment Executive Officer shall be made on substantially advised and have the same terms and conditionsright to be present whenever the employer discharges, including benefits, as exist for similarly-situated employees suspends or issues a written Warning of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior Notation to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesan employee.”

Employees. (a) At least forty-five (45) days prior Effective upon consummation of the Closing, Newco Sub shall, and Cablevision Parties shall cause Newco Sub to, offer employment to all of the Business Employees who are actively at work on the Closing Date, Seller shall provide Buyer with an up-to-date list . With respect to any Business Employee on leave of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, absence on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual twowhether short-week national service/military dutyterm, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)family, and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993maternity, or long-term disability, paid, unpaid or short-term disability or medical leave other (“Leave EmployeesInactive Business Employee”), if the Closing is consummated such Business Employee shall receive an offer of employment from Newco Sub effective on the date such Business Employee is able to return to active employment so long as the date is within nine months after the Closing Date. With respect to Business Employees, if the Closing is consummated, such offers of employment shall be on terms and conditions as determined by Newco Sub and, with respect to Business Employees covered by CBAs, also in accordance with the CBAs, provided that nothing in this Agreement is intended to entitle any such Business Employees covered by CBAs to severance pay or benefits from either a Tribune Party or Newco Sub as a result of the events relating to the Closing. As to Business Employees not covered by CBAs, in addition, the offers of employment shall in each case provide annual base salary and annual rate of cash bonus potential that in the aggregate are no less than the annual base salary and annual rate of cash bonus potential provided to such employee on the date of this Agreement for a period of at least one year following the Closing Date. Prior to the Closing, Tribune shall not, and it shall cause its Affiliates and their directors or officers not to, directly or indirectly, induce or encourage any of the Business Employees to decline Newco Sub’s offers of employment or become employed by Tribune or its Affiliates. Such Business Employees who accept such offers of employment with Newco Sub are referred to as “Transferred Employees.” Nothing in this Agreement shall obligate Newco Sub to continue the employment of any Transferred Employee after the Closing Date; provided, however, that any offer of employment to, Newco Sub shall be responsible for the severance and other amounts in accordance with Section 5.3 and any employment other potential liability, other than under Benefit Plans, relating to any such discontinuation of such Transferred Employees attributable to acts by Buyer Newco, Newco Sub or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as Cablevision Parties after consummation of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing.”

Employees. (a) At least forty-five (45) days Not less than two weeks prior to the Closing Date, Buyer shall notify Seller of those Business Employees to whom Buyer or an Affiliate of Buyer shall provide Buyer with an up-to-date list offer employment effective as of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date. Business Employees to be offered employment by Buyer must be employed by Seller or Seller Parent as of the Closing and must meet the standards of employment applicable to Buyer’s employees generally, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military dutyas Buyer reasonably determines in its sole discretion (each, on vacation or on a regularly scheduled day off from work (an “Eligible EmployeesOffered Employee”), . Any Offered Employee who accepts and (ii) to those Employees who, on commences active employment with Buyer effective as of the Closing DateDate shall be referred to herein as a “Hired Employee”, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under such employment to be conditioned upon the Family Medical Leave Act consummation of 1993, or long-term or short-term disability or medical leave (“Leave Employees”)the transactions contemplated by the Transaction Documents; provided, however, that with respect to any offer Offered Employee who is not actively employed at the time such offers are made because such employee is on a leave of employment toabsence (other than regularly scheduled vacation) (the “Leave of Absence Employees”), and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject under no obligation to make an offer to any such Leave of Absence Employees unless and until such Leave of Absence Employee returns to active employment on or within 12 months following the Closing Date; and provided, further, that, notwithstanding anything in this Agreement to the Closing and contrary, Buyer shall have no Liability with respect to Buyer’s standard any Leave of Absence Employee unless such employee returns to active employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before within 12 months of the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyeraccepts Xxxxx’s offer of employment made pursuant to this Section 7.8(a) within such time; and become employees of provided, further, that Buyer shall not use any such leave of absence as cause to modify, alter, or change any proposed offer of employment to the detriment of such Leave of Absence Employee. All Hired Employees, other than Leave of Absence Employees, shall be herein referred to employed on a substantially uninterrupted basis by Xxxxx as of the “Transferring EmployeesClosing Date.”

Employees. (a) At least fortySeller Parties shall, within two (2) Business Days after the date hereof, furnish to Purchaser a list of employees of Seller Parties currently employed in the Business (an "Employee" or the "Employees", as the context requires). For purposes of the preceding sentence, the term "Employee" shall include (i) each employee who is actively employed on the date hereof and (ii) each employee who is not physically at work on such day solely because he is on employer-five (45) days approved sick leave, short-term disability leave, vacation leave, maternity leave, paid time off, or leave under the Family and Medical Leave Act of 1993, but shall not include any person who on the date hereof is on long-term disability leave. Seller Parties shall provide Purchaser with reasonably unrestricted access to performance data, organizational charts, compensation history and other personnel data with respect to Employees. Any transfers, promotions, reassignments, terminations, salary adjustments and similar changes with respect to such Employees prior to the Closing Date, Seller shall provide Buyer with an up-to-date list other than normal (not exceeding in the aggregate 6% of Employees. Buyer agrees that it shall make an offer the salaries of employment to (ithe employees receiving such adjustments) those Employees whosalary adjustments, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing prior approval of Purchaser. Purchaser shall offer employment to such Employees as it shall determine in its sole discretion, on terms no less favorable with respect to compensation and incentives than those provided by the Purchaser to Buyer’s standard its own employees. Each such Employee who actually transfers to employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made with Purchaser on or before the Closing Date is hereafter referred to as a "Transferred Employee" and (i) as to Eligible Employees, will be effective as of the Effective Time, and each Employee described in clause (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months of the first section of this Section 5.14(a) who actually commences employment with Purchaser after the Effective TimeClosing Date shall become a Transferred Employee on the date such employee commences active employment (and each reference to the Closing Date in this section 5.14 shall, other than those Employees on military duty or leavewith respect to any person who becomes a Transferred Employee after the Closing Date, refer to the date such person becomes a Transferred Employee). As of and after the Closing Date Seller and Buyer Parties shall coordinate remain liable for all benefits under the transition of Plans with respect to the employment of those Leave period prior to the Closing Date including severance obligations and, except to the extent indemnified by Purchaser pursuant to Section 7.2(b) hereof, shall retain all liabilities with respect to Employees who are on vacation not Transferred Employees. Seller Parties shall use their reasonable best efforts to effect the transfer of such Employees to Purchaser as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in contemplated by this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees5.14(a).”

Employees. (a) At least forty-five (45) days prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, Effective on the Closing Date, Buyer will make offers of employment to all of the Txxx Facility Employees identified in SCHEDULE 4.3(A) who have passed a drug test administered by Buyer. The offers extended to those employees who are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from leave of absence as of the Closing Date also shall be contingent upon the employee returning to work in his or her former position within six (“Eligible Employees”)6) months after the Closing Date, and Sellers shall continue the employment and benefits of such employees for no less than six (6) months after the Closing Date or until the employee commences work with Buyer, if earlier. Txxx Facility Employees who accept employment with and perform services for Buyer are referred to herein as "TRANSFERRING EMPLOYEES," and all other Txxx Facility Employees are referred to herein as "OTHER TXXX EMPLOYEES." Effective as of the applicable Hire Date and until at least ninety (90) days following the Hire Date, Buyer shall provide each Transferring Employee with (i) pay equal to such Transferring Employee's salary or hourly wage rate, as applicable, as in effect as of the date of this Agreement, and (ii) employment at the Txxx Facility that is substantially equivalent, in terms of responsibilities and duties, to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”)Transferring Employee's current employment; provided, however, that any if Buyer terminates the employment of a Transferring Employee other than for cause during the 90-day period following the Transferring Employee's Hire Date, Buyer shall offer severance benefits to such employee no less generous than those provided under the applicable severance policy of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective Clorox in effect as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leavedate of this Agreement. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”The term "

Employees. Exhibit 5.01(k) annexed hereto contains a list setting forth the name and current annual salary and other compensation payable by Seller to each Employee (aas hereinafter defined), and the profit sharing, bonus or other form of additional compensation paid or payable by Seller to or for the benefit of each Employee for the current fiscal year. Except as set forth on Exhibit 5.01(k) At least forty-five annexed hereto or under the employment, consulting or other agreements listed thereon, there are no oral or written contracts, agreements or arrangements obligating Seller to increase the compensation or benefits presently being paid or hereafter payable to any of its Employees. Exhibit 5.01(k) annexed hereto sets forth summaries of all oral employment or consulting or similar arrangements between Seller and any Person which are not terminable without liability on thirty (4530) days days' or less prior notice and lists all written employment and consulting agreements between Seller and any Employees, true and complete copies of which have been provided to Buyer. Except for severance obligations to Employees of Seller set forth on Exhibit 5.01(k) annexed hereto, there is not due or owing and there will not be due and owing at the Closing to any of Seller's Employees, any sick pay, severance pay (whether arising out of the termination of Employees of Seller prior to, on, or subsequent to the Closing), compensable time or pay, including salary, commission and bonuses, personal time or pay or vacation time or vacation pay attributable to service rendered on or prior to the Closing Date. Except as disclosed in the Exhibits annexed hereto, Seller shall provide Buyer with an up-to-date list there is not now, and there will not be as of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work any liability of Seller arising out of claims made or on temporary leave suits brought (including workers' compensation claims and claims or suits for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993contribution to, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates indemnification of, an Eligible Employee third parties, occupational health and safety, environmental, consumer protection or a Leave Employee shall be subject to the Closing and to Buyer’s standard equal employment requirementsmatters) for injury, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”sickness,

Employees. Sellers have provided Buyer with a schedule (athe “Employee Schedule”) At least forty-five that identifies all individuals who are full time, part time or casual employees or individuals engaged on contract to provide employment services, or who are sales or other agents or representatives of each Sellers and Subsidiary employed or engaged by or in association with the Business (45the “Employees”) days prior as of the date hereof, together with each such Employee’s date of hire, title or classification, and rate of salary, hourly pay, commission and bonus entitlement, expense reimbursement or allowance arrangements (if any) and length of service for each such title or classification. Schedule 2.22 lists each management or employment contract or contract for personal services and a description of any understanding or commitment between any Seller or Subsidiary and any officer, consultant, director, employee, independent contractor or other person or entity. A true and complete copy of any such contracts with an aggregate financial obligation in excess of CDN$50,000 and a description of such understandings and commitments has been delivered to Buyer. As of the Closing Date, no Seller shall provide Buyer with or Subsidiary has previously made, and will thereafter not make, any statement or communication of any kind regarding whether, or the terms and conditions upon which, any such employee may be employed by Buyer. The Employee Schedule also identifies an upaggregate number of Employees on lay-to-date list off other than those in receipt of Employees. Buyer agrees that it shall make an offer of employment benefits under applicable laws relating to workers compensation matters, including the Workers Compensation Act (iAlberta) those Employees who, and any other equivalent or like laws in each jurisdiction in which a Seller or Subsidiary carries on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work Business (“Eligible EmployeesWorkers’ Compensation Laws”), and who have been absent continually from work for a period in excess of one (ii1) to those month, as well as the reason for their absence. The Employee Schedule also lists the aggregate number of Employees who, on in respect of whom any Seller or Subsidiary has been advised by the Closing Date, applicable governmental authority are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave currently in receipt of benefits under the Family Medical Leave Act Workers’ Compensation Laws. There are no complaints, claims or charges outstanding or anticipated, nor any orders, decisions, directions or convictions currently registered or outstanding, by any governmental authority, against or in respect of 1993any Seller or Subsidiary, under or long-term in respect of any applicable laws respecting labor or short-term disability employment matters, including laws in connection with or medical leave relating to equal opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of Taxes, occupational health and safety and plant closings (the “Leave EmployeesEmployment Laws”); provided, however, that any offer of employment to, . Each Seller and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to Subsidiary is in compliance with all Employment Laws. Without limiting the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as generality of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”foregoing:

Employees. (a) At least fortyPresent part-five (45) days prior time employees who, when the previous collective agreement expired, were paid on a prorated basis from the rates in Appendix “A” may continue to be paid on that basis. They shall accumulate vacation, holidays and sick leave and other cumulative benefits on a prorated basis. Present part-time employees paid on a prorated basis in ac- cordance with Appendix “A” may at any time elect to be paid from the designated rates in Appendix Once such an employee elects to be paid on this basis, he cannot revert to the Closing Dateprorated basis. All other part-time employees shall be paid from the designated rates in Appendix as of the date of signing of this Agreement. They will not be entitled to accumulate vacation, Seller sick leave or other cumulative benefits. Article (Holidays) and Article (Overtime) do not apply. In determining the rate to be paid to persons hired on a temporary basis, previous experience may be taken into account. A part-time, temporary, or casual employee shall provide Buyer with be entitled to an upannual increment upon completion of each, hours of work or multiples thereof. time shall be calculated from January or date of hire, whichever is later. A part-to-date list of Employees. Buyer agrees that it shall time, temporary, or casual employee who has completed his probationary period may make an offer of employment application to (i) those Employees who, the Administrator for a position on the Closing Date, are actively at work or full-time staff and shall be given preference in accordance with the provisions of Article (Seniority). If the full-time position is within the same classification and further trial period shall be required. A leave of absence without pay for employees on temporary leave for purposes of jury or annual twothe all-week national service/military duty, on vacation or inclusive rate shall be granted on a regularly scheduled day off from work (“Eligible Employees”), and (ii) yearly basis for a period of at least two weeks upon application not later than the time specified for full-time employees to those Employees who, on apply for vacation to the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee Administrator. The time this period shall be taken will be subject to the Closing approval of the Hospital Administrator. Seniority of the part-time, temporary, and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees casual employee shall be made calculated on a prorated basis from the last date of hiring. A part-time, temporary or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment casual employee shall be made on substantially compensated at the same terms overtime rate for all hours worked in excess of seven and conditions, including benefits, as exist one-half hours worked in any one (1) day or for similarlyall hours worked in excess of seven and one-situated employees of Buyer and contain no reduction half hours in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date a week averaged over a four (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a4) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeesweek period.”

Employees. (a) At least forty-five (45) days prior All employees currently employed at the Property, together with their respective wages and benefits, are listed on Exhibit K attached hereto. Except with respect to the Closing Datewarranties set forth in Section 6.1, Seller has not made any warranty or representation, express or implied, written or oral, concerning the Property, including without limitation any representations relating to Hazardous Materials (as defined in Section 6.3(c) below). All representations and warranties of Seller contained herein are intended to and shall provide Buyer remain true and correct as of the Closing and shall survive the delivery of the Deed for a period of six (6) months after Closing and shall thereafter expire unless a claim thereunder has been commenced in compliance with an up-to-date list the next sentence and diligently pursued thereafter. Any claims by Purchaser with respect to such representations or warranties shall be commenced by written notice to Seller within six (6) months after closing and shall be diligently pursued thereafter or shall be deemed waived by Purchaser. Notwithstanding the foregoing, Purchaser shall have no claim against Seller with respect to the representations and warranties set forth in this Section 6.1 if Purchaser had actual knowledge that a representation or warranty was untrue or inaccurate or incorrect as of Employeesthe time of Closing and Purchaser nevertheless chose to proceed with Closing hereunder. Buyer agrees that it shall make an offer Whenever in this Agreement a representation of employment to (i) those Employees who, Seller is based on the Closing Date“Seller’s knowledge” or words of similar import, are actively at work such reference shall be deemed to be to the actual knowledge of Xxxxxx X. Xxxxxxx, Xx., without investigation or on temporary leave for purposes inquiry of jury any kind. There shall be no personal liability to said individual arising out of said representations or annual two-week national service/military dutywarranties. No knowledge of parties affiliated with, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993employed by, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment related by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee agency to Seller shall be imputed to Seller or to the above-named person. Notwithstanding anything to the contrary contained in this Agreement, the aggregate amount which may be collected by Purchaser pursuant to the representations and warranties of Seller set forth herein shall not exceed an amount equal to 1% of the Purchase Price, plus any legal fees and costs awarded under Section 11.2. The provisions of this Section 6.1 shall survive the Closing, subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employeeslimitations set forth herein.”

Employees. (a) At least forty-ten (10) and not more than fifteen (15) days prior to the Closing, Seller shall deliver to Buyer an updated list of Business Employees that includes the information set forth in clauses (i) through (vi) of Section 3.17(c) with respect to each such Business Employee. Buyer and Seller specifically agree that Buyer shall have the right (but not the obligation) to make offers to employ each Business Employee (an “Employment Offer”), which offer shall be made in good faith and conditioned upon the occurrence of the Closing and effective as of the Closing; provided that, (i) to the extent mutually agreed upon by Seller and Buyer, such offer of employment may be effective, and such Business Employee may commence employment with the Buyer or an applicable Affiliate thereof, at a mutually agreed time, and (ii) to the extent the applicable Business Employee is an Inactive Business Employee, such offer shall be effective as of the date that such Business Employee is able to return to work, so long as such date is within ninety (90) days following the Closing Date or such later return date as may be required by applicable Requirement of Law. If Buyer elects to make an Employment Offer, such Employment Offer shall be made no later than five (455) days prior to the Closing Date. Following the date hereof and while Buyer has outstanding obligations pursuant to this Section 6.4, Seller shall notify Buyer of the occurrence of the end of any such leave of absence with respect to any Inactive Business Employee as soon as reasonably practicable following such occurrence. Notwithstanding anything in this Agreement to the contrary, Seller shall retain all costs, expenses and Liabilities related to any Inactive Business Employee that arise out of or accrue as a result of an event or events that occur on, prior to or as of the date that any Inactive Business Employee commences employment with the Buyer or an Affiliate thereof in accordance with the terms of this Agreement. At reasonable times prior to the Closing, Seller shall provide Buyer or an Affiliate thereof with an up-to-date list reasonable access to the Business Employees in order to permit Buyer and its Affiliates to discuss potential terms of Employeesemployment. Buyer agrees that it shall make an Each Business Employee who accepts Xxxxx’s offer of employment pursuant to this Section 6.4 and commences employment with Buyer or an Affiliate thereof shall be referred to herein as a “Transferred Employee”. Buyer and Seller shall cooperate in good faith with respect to the transfer of any Business Employees that are on visa or work permits sponsored by Seller or its Subsidiaries. (b) Seller shall (i) those Employees whocause, effective as of the date on which a Transferred Employee commences employment with the Closing DateBuyer or an Affiliate, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), any Transferred Employee who is participating in any Seller Benefit Plan to cease participation in such Seller Benefit Plan and (ii) to those Employees whowaive and release any confidentiality, on the Closing Datenon-competition, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or longnon-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, disclosure and any employment by Buyer or any of similar agreements between Seller and its Affiliates of, an Eligible and each Transferred Employee that would restrict or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each encumber such Leave Transferred Employee’s return ability to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to perform his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans duties as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees an employee of Buyer shall be herein referred to as the “Transferring Employees.”or an

Employees. (a) At The parties intend that there will be continuity of employment with respect to all of the Employees. It is agreed that prior to, or in connection with, the Closing, the Purchaser shall take no action to cause the Sellers or their Affiliates to terminate the employment of any Employee, and no Seller shall be under any obligation to terminate any Employee prior to or on the Closing Date. The Purchaser shall offer employment to, and will use its best efforts to hire, the Employees effective as of the Closing Date, provided, that each Employee on short- or long-term disability as of the Closing Date shall be offered employment as of the date such Employee actually reports for active employment. The Purchaser will communicate offers of employment in accordance with all applicable Requirements of Law and on a schedule mutually acceptable to the Sellers and the Purchaser. Each Employee who accepts the Purchaser's offer of employment will be a "Transferred Employee" for purposes of this Agreement upon the date such Employee commences employment with the Purchaser or one of its Affiliates. With respect to Employees on short- or long-term disability as of the Closing Date, references to the Purchaser's obligation to make offers of employment as of the Closing Date shall be deemed to refer to the date such Employee reports for active employment with the Purchaser. Except as required by applicable Requirements of Law, as of the Closing Date (or such later date, as applicable for Employees on disability) the Transferred Employees shall cease to accrue further benefits under the Employee Plans and shall commence participation in those employee benefit plans and arrangements maintained by the Purchaser and its Affiliates (including as provided herein). All such Transferred Employees will be employed commencing on the Closing Date in a position requiring comparable skills and abilities as, and with base salary, or weekly or hourly rate of pay, and cash bonus target or opportunity, which is at least forty-five (45) days equal to, such Employee's position and pay immediately prior to the Closing Date. Except as otherwise expressly provided in this Article VI, Seller shall provide Buyer with an upduring the twenty-to-date list of Employees. Buyer agrees that it shall make an offer of employment to four (i24) those Employees who, on month period following the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military dutythe Purchaser will provide the Transferred Employees with benefits under employee benefit plans, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)programs, and (ii) arrangements that are no less favorable, in the aggregate, than the Employee Plans and other employee benefit plans, programs and arrangements provided to those Employees who, on such employees by the Sellers and their Affiliates immediately prior to the Closing DateDate (the "Purchaser Benefit Plans"). The Purchaser shall be liable for any amounts to which any Employee becomes entitled under any benefit or severance policy, are plan, agreement, retention letter, arrangement or program set forth on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under Section 6.3(e) of the Family Medical Leave Act of 1993Disclosure Schedule, or long-term may be deemed to exist or short-term disability arise, under any applicable Requirement of Law, as a result of or medical leave (“Leave Employees”); providedin connection with the sale of the Acquired Assets and the Business hereunder. Notwithstanding any provision hereof, however, that any offer none of employment to, and any employment by Buyer the Purchaser or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject will have any obligation to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of continue the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages any Transferred Employee for any such offered Employee from period following the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesClosing Date.”

Employees. (ai) At least forty-five Not later than ten (4510) Business Days after the Effective Date, Seller shall deliver to Buyer a schedule including the following information as of a date which is not more than fifteen (15) days prior to the Closing Date, Seller shall provide Buyer with an up-to-delivery date list of Employees. Buyer agrees that it shall make an offer of employment to such schedule: (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes name of jury or annual twoall Facility-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)based employees, and (ii) their positions, rates of pay and original hire dates. Seller shall update the schedule described in the immediately preceding sentence on or about three (3) Business Days prior to those the Closing Date and shall promptly notify Buyer of any material changes in such schedule. Seller will terminate the employment of each of the Facility Employees who, on (as defined below) as of the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave . (ii) Buyer agrees its acquisition of the Facility shall be structured in such a manner that Seller shall not be required to give any Facility-based employees notification under the Family Medical Leave Act of 1993Worker Adjustment and Retraining Notification Act, or long-term or short-term disability or medical leave (“Leave Employees”); provided29 U.S.C. 2101, howeveret seq. To this end, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and Date, Buyer shall offer to hire, on a probationary basis, at least seventy-five (i75%) as to Eligible Employees, will be effective percent of Seller's employees who are employed at the Facility as of the Effective Time, and Closing Date (ii) as the "FACILITY EMPLOYEES"). Any such offer of employment to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and a Facility Employee by Buyer shall coordinate be to perform comparable services, in such position as is comparable to the transition of the employment of those Leave Employees who are on vacation position such Facility Employee held with Seller as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditionsclosing, including benefits, as exist for similarly-situated provided that Buyer may offer compensation to such Facility Employees at levels commensurate with compensation levels paid to other employees of Buyer holding comparable positions, and contain no reduction provided further that any change in base compensation levels does not result in any constructive discharge of any such Facility Employee. Seller shall have the right (but not the obligation) to employ or offer to employ any Facility Employee who declines Buyer's offer of employment. (iii) Buyer shall hire at the closing, on a probationary basis, each Facility Employee who elects to accept employment with Buyer in accordance with the terms of Section 6(e)(ii), above (all of such employees who accept employment with Buyer being herein called the "HIRED EMPLOYEES"). (iv) Seller shall pay to each Facility Employee, on that date which, but for the closing, would have been the next regularly scheduled payroll date for such employee following the closing or sooner if required by law, an amount equal to any and all salary or wages for benefits earned and accrued by such employee, as of the Closing Date in accordance with Seller's policies. (v) Nothing in this Section 6(e) shall create any such offered Employee from the base salary or wages rights in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is favor of any person not a Leave Employee)party hereto, including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer Facility Employees, or constitute an employment agreement or condition of employment made pursuant to this Section 7.8(a) and become employees for any employee of Buyer shall be herein referred to as the “Transferring Employees.”Seller or any affiliate of Seller. (f)

Employees. (a) At least forty-five (45) days prior Except for those Business Employees set forth on Schedule 9.4(a)(i), Purchaser shall make offers of employment to all active Business Employees, effective as of the Closing Date, Seller . For this purpose a Business Employee shall provide Buyer with be an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, "active" Business Employee if such employee is actively at work on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off is absent from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing DateDate due to holiday, are vacation, jury duty or sick leave (provided such sick leave is not reasonably likely to result in such Business Employee becoming entitled to disability benefits under Seller's long term disability plan). Purchaser's offer of employment shall be at the same wage and salary rate of compensation as such individual received from Seller, and pursuant to the benefit plans as summarized on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave Schedule 9.4(a)(ii). Each Business Employee who accepts Purchaser's offer of employment and becomes an employee of Purchaser on the Closing Date shall be referred to herein as a "Transferred Employee." Purchaser shall provide to the Transferred Employees severance benefits under the Family Medical Leave Act terms of 1993Purchaser's severance plan; provided that if the Transferred Employees set forth on Schedule 9.4(a)(iii) otherwise become entitled to severance benefits under the terms of Purchaser's severance plan between the Closing and December 31, or long-term or short-term disability or medical leave 2003, the amount of and form of severance benefits shall be as set forth on Schedule 9.4(a)(iii) (“Leave Employees”the "Special Severance"). Prior to Closing, Seller shall inform the Transferred Employees set forth on Schedule 9.4(a)(iii) of the Special Severance arrangement. In the event Purchaser becomes obligated to provide Special Severance to any of the Transferred Employees set forth on Schedule 9.4(a)(iii) during the 120 days following Closing, then Seller shall reimburse Purchaser within 10 business days of receipt of an invoice for the amount of such severance, including the cost of the continued employee benefits; provided, however, that the amount of the salary continuation component of such severance reimbursement obligation shall not exceed the amount determined based on the Transferred Employee's salary rate as in effect at the time of the Closing, without regard to any offer increase following the Closing. Purchaser shall credit each Transferred Employee with years of employment toservice with Seller and Traex (and any predecessor thereof) for purposes of eligibility, and vesting under each employee benefit program Purchaser maintains for Transferred Employees, and for determining levels of benefits under Purchaser's severance, vacation and other paid-time off programs, but not for benefit accrual purposes under any employment by Buyer defined benefit or cash balance pension plan. It is specifically understood and agreed that Purchaser shall have the right, exercisable in its sole discretion to terminate or layoff any of its Affiliates of, an Eligible Employee Transferred Employees on or a Leave Employee shall be subject to after the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesDate.”

Employees. The successful full-time applicant shall be allowed a trial period of up to thirty (a30) At least fortydays or up to two hundred and twenty-five (45225) days prior hours if part-time, during which the Hospital will determine if the employee can satisfactorily perform the job. Within this trial period the employee may voluntarily return, or be returned by the Hospital to the Closing Dateposition formerly occupied, Seller without loss of seniority. The vacancy resulting from the posting may be filled on a temporary basis until the trial period is completed. A copy of such notice will be forwarded to the Union office and such notice shall provide Buyer with contain at least the following information: nature of position, required knowledge and education, ability and skills, shift, and wage and salary rate or range. It is understood that, once posted, the Hospital may in its discretion fill such vacancy on an up-to-date list interim basis. If the position is not filled within sixty (60) consecutive days of Employeesthe posting, the Union and the Department Head shall meet to discuss the reason. Buyer The Hospital agrees that it shall make an offer post permanent vacant positions within thirty (30) calendar days of employment the position becoming vacant, unless the Hospital provides the Union notice under Article of its intention to eliminate the position. It is understood that temporary vacancies, the duration of which are not to exceed six (i6) those Employees whomonths, on and which are expected to be filled by temporary employees, will not be posted. Full-time Employees: Temporary vacancy shall be considered as one that is caused by the Closing Dateabsence of a full- time employee due to sickness, are actively at work injury, absenteeism, or on a temporary leave for purposes of jury absence authorized by the employer, vacations or annual twoa temporary increase in work. Temporary vacancies will not be posted; however, when filling a temporary vacancy the Hospital shall give preference to the senior employee in the Department that can qualify to perform the work to be done. If, in the opinion of the Hospital, no such employee is qualified to complete the temporary vacancy, an appointment will be made to a person outside of the Bargaining Unit. Part-week national service/military dutytime Employees: Temporary vacancy shall be considered as one that is caused by the absence of a part- time employee due to sickness, on vacation or on a regularly scheduled day off from work (“Eligible Employees”)injury, and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993absenteeism, or long-term a temporary leave of absence authorized by the employer, vacations or short-term disability or medical leave (“Leave Employees”)a temporary increase in work. Temporary vacancies will not be posted; provided, however, when filling a temporary vacancy the Hospital shall give preference to the senior employee in the Department that any offer can qualify to perform the work to be done. If, in the opinion of employment tothe Hospital, and any employment by Buyer or any of its Affiliates ofno such employee is qualified to complete the temporary vacancy, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall appointment will be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as a person outside of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesBargaining Unit.”

Employees. Subject to the next sentence, Seller shall transfer to MSWC or the Subsidiaries immediately prior to the Closing those employees of Seller (aor any replacement employees performing the same function) At listed on Schedule 6.1. No later than 45 days after the date hereof, Buyer shall advise Seller of the names (“Advice List”) of any employees that it determines in good faith will not be continued as employees of MSWC for at least forty-five six months after the Closing Date on substantially the same terms and conditions as they are employed with MSWC or a Subsidiary immediately prior to the Closing Date. Seller may transfer employees appearing on the Advice List to itself on the Closing Date. Subject to the next sentence, Employees other than Employees appearing on the Advice List (45the “Retained Employees”) days shall continue as employees of MSWC for at least six months after the Closing Date, on substantially the same terms and conditions as they are employed with MSWC or a Subsidiary immediately prior to the Closing Date, Seller subject to the right of MSWC or a Subsidiary to terminate the employment of Employees for cause. In the event that any Retained Employee’s employment is terminated without cause prior to six months after the Closing, Buyer shall provide Buyer with pay to such Retained Employee an up-to-amount equal to the base compensation (plus in the case of commissioned Retained Employees, commissions assuming commissions earned from the Closing Date to the date list of Employees. Buyer agrees that it shall make an offer termination of employment continued at the same rate until six months after Closing) which would otherwise be payable to such Retained Employee during the period from the date of such Retained Employee’s termination and the date that is six months after the Closing. Each Retained Employee shall receive base compensation no less than the base compensation (ior in the case of commissioned Retained Employees, not less than the commission structure) those Employees who, on provided to such Employee by MSWC or a Subsidiary immediately prior to the Closing Date, are actively at work or on temporary leave for purposes and without Retained Employee’s consent, shall not be located more than 50 miles from Retained Employee’s place of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) employment immediately prior to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees provide any Employee who are is terminated without cause with severance benefits as set forth on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring EmployeesSchedule 6.1.”

Employees. Schedule 11.1 sets forth a true and complete list of each employee as of February 28, 2014 (athe “Employees”), together with such Employee’s name, position department, and date of hire, including any employee who is an inactive employee on paid or unpaid leave of absence. For each such Employee, the aforementioned list includes the location of the Employee, current compensation rate, and any other compensation arrangement as of the date of delivery, including bonuses, accrued PTO, vehicle usage, severance or other perquisites. Schedule 11.1 shall be updated to reflect employees hired between the date of such Schedule and the Closing Date, as well as those employees terminated between the date of such Schedule and the Closing Date, not more than four (4) At least forty-five (45) business days prior to the Closing and again not more than four (4) business days after the Closing Date. In addition, Schedule 11.1 shall be updated not more than five (5) business days after the Closing Date to reflect the cash payments to be paid to Employees by Seller with respect to accrued and unused PTO. On the Closing Date, Seller shall provide Buyer with an up-to-date list terminate the employment of all of Seller’s Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees (a) employees on military duty or leave as of such date (unless, with respect to employees on leave, the Parties otherwise agree at such Closing, the “Retained Employees”) and (b) employees with Assigned Employment Agreements. Seller and Buyer shall coordinate the transition of retain the employment of those Leave the Retained Employees who are on vacation as until the end of the Effective Timesuch employee’s leave or until such employment would otherwise terminate in accordance with Seller’s leave policies. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred assume any reinstatement obligations with respect to any Retained Employee and shall promptly offer such Retained Employee employment at such time as the “Transferring Employeesthey are able to return to work, provided that such employees are able to return to work and apply for reinstatement within any time period required by Law.”

Employees. (a) At least forty-five (45) days prior Subject to the Closing Dateconditions set forth in this Section, Buyer will offer employment to the employees of Seller listed on EXHIBIT D (the "Hired Employees") at their current compensation, and Seller shall provide Buyer with an up-to-date list use its best efforts to assure the orderly transfer of Employees. Buyer agrees that it shall make an offer of employment to (i) those the Hired Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made contingent upon the execution by the Hired Employee of Buyer's standard at-will employment agreement including a provision that the Hired Employees have entered into employment with Buyer freely and voluntary and without any warranties, representations or covenants not expressly set forth in such employment agreement. Upon acceptance of employment with Buyer, all existing employment contracts between Seller and any Hired Employee will become void, and Buyer will not assume such agreements. Buyer will employee the Hired Employees from the date following the Closing Date and the earlier of (a) the date the completion of Seller's activities in the Austin, Texas office and (b) August 31, 2000; provided that nothing in this Section shall be construed as a guarantee of employment for any Hired Employee, each of which will be an at-will employee of Buyer. Seller shall be responsible for payment of all compensation (including accrued vacation, sick leave and severance pay) payable to all of Seller's employees for the period through the Closing Date. Buyer may in its sole discretion offer employment in Buyer's Irvine, California office to certain of the Hired Employees. Such offers of employment shall be contingent upon the execution by the Hired Employee of Buyer's standard at-will employment agreement including a provision that the Hired Employees have entered into employment with Buyer freely and voluntary and without any warranties, representations or covenants not expressly set forth in such employment agreement. The compensation of the Hired Employees who are employed by Buyer in Buyer's Irvine, California office will be adjusted to reflect differences in the cost of living between Austin, Texas and Irvine, California; provided that such adjustments will not be effective until (1) such retained Employee(s) actually relocate to California and (2) such changes are approved in advance by the Chief Executive Officer or Chief Financial Officer of Buyer. Upon commencement of employment in Buyer's Irvine office, the Hired Employees will be eligible to participate in Buyer's existing employee benefit programs on substantially the same terms and conditionsconditions as all other employees. Buyer will use its best efforts to preserve the seniority and vesting levels for Hired Employees as it relates to vacation and retirement plans. Buyer will reimburse the Hired Employees that relocate to California for actual reasonable moving expenses, including benefits, as exist for similarly-situated employees up to a maximum of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with $5,000 per household. Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred responsible for payment of all compensation (including accrued vacation, sick leave and severance pay) payable to as all of those employees for the “Transferring Employeesperiod through the Closing Date.”