Common use of Employment and Employee Benefits Clause in Contracts

Employment and Employee Benefits. (a) Buyer shall offer employment to all PCFS Employees (other than such employees who are disabled for purposes of the long-term disability plans, if any, applicable to such employees) employed immediately prior to the Closing Date upon the same terms and conditions of employment as in effect immediately prior to the Closing Date, which employment shall be effective on the Closing Date; provided, however, that Buyer shall not be obligated to offer employment to any PCFS Employees hired between the date hereof and the Closing Date who were hired without the consent of Buyer other than replacement employees performing functions substantially similar to his or her predecessor. Buyer shall be liable, and shall indemnify and hold Sellers harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of the PennLife Employees or PFI Employees or any PCFS Employees hired pursuant to the first sentence of this Section 5.13(a) (together, the "Company Employees"), with respect to periods after the Closing Date. Sellers shall be liable for, and shall indemnify and hold Buyer harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of any other employees of PFG or any of its affiliates (other than any of the Companies), including any PCFS Employees not hired pursuant to the first sentence of this Section 5.13(a) and any ConLife Employees with respect to periods up to and after the Closing Date, except to the extent that such obligations and liabilities are accrued for and are reflected on the Companies' balance sheets.

Employment and Employee Benefits. (ai) Buyer shall offer employment as of the Closing Date to all PCFS Employees of the employees of MTG (other than such any of the Excluded Employees and the employees of UK Subsidiary and Korean Subsidiary) as set forth on Schedule 3.15(a) on terms which in the aggregate are no less favorable to the employee than the terms of his or her current employment. Those employees who accept such offer and all employees of Korean Subsidiary are disabled for purposes referred to collectively as the "Continuing Employees." UK Buyer shall cause UK Subsidiary to continue the employment as of the long-term disability plans, if any, applicable to such employees) employed immediately prior to the Closing Date upon of all employees of UK Subsidiary (the same terms "UK Continuing Employees"), and conditions of Buyer shall cause Korean Subsidiary to continue the employment as of the Closing Date of all employees of Korean Subsidiary, in effect immediately prior each case on terms which in the aggregate are not less favorable to the Closing Date, which employment shall be effective on employee than the Closing Dateterms of his or her current employment; provided, however, that Buyer nothing in this Agreement shall not be obligated deemed to offer obligate any party to continue the employment to any PCFS Employees hired between the date hereof and following the Closing Date who were hired without of any of the consent UK Continuing Employees or any of Buyer other than replacement employees performing functions substantially similar to his or her predecessorthe Continuing Employees for any period of time. Buyer shall credit (or cause to be liable, credited) the Continuing Employees and shall indemnify the UK Continuing Employees with years of continuous or credited service with Seller and hold Sellers harmless from any its subsidiaries for purposes of eligibility and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of the PennLife Employees or PFI Employees or any PCFS Employees hired pursuant to the first sentence of this Section 5.13(avesting under Buyer's employee benefit plans. (ii) (together, the "Company Employees"), with With respect to periods after any Continuing Employee, Seller shall cease accrual of benefits under Seller's defined benefit pension plan and will fully vest such employees in their accrued benefits under such plan as of the Closing Date. Sellers The Continuing Employees shall be liable for, cease participating in the Cincinnati Milacron Performance Dividend and shall indemnify and hold Buyer harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of any other employees of PFG or any of its affiliates Savings Plan (other than any "Seller's Defined Contribution Plan") as of the Companies)Closing Date and, including any PCFS Employees not hired pursuant to the first sentence as of this Section 5.13(a) and any ConLife Employees with respect to periods up to and after the Closing Date, except Seller shall fully vest (to the extent not already vested) all Continuing Employees who are participants in Seller's Defined Contribution Plan in their accounts under Seller's Defined Contribution Plan. (iii) As of the Closing Date, Buyer shall offer all Continuing Employees (other than the employees of UK Subsidiary and Korean Subsidiary) the opportunity to enroll in the Parent Financial Security and Savings Program (the AFSSP@), at the election of each such Continuing Employee. As soon as Buyer shall have reasonably concluded that Seller's Plans are taxqualified, it shall permit Continuing Employees to request the direct rollover of the vested account balances, excluding any outstanding plan loans or Cincinnati Milacron stock funds, to the FSSP. The UK Continuing Employees and the employees of Korean Subsidiary will not be offered participation in the FSSP. (iv) For a period of one year after the Transfer Date, (a) Buyer shall provide (or cause to be provided) benefits to Continuing Employees that are no less favorable in the aggregate than those provided by Seller and its Affiliates before the Closing Date, (b) UK Buyer shall provide (or cause to be provided) benefits to UK Continuing Employees that are no less favorable in the aggregate than those provided by Seller and its Affiliates before the Closing Date, and (c) Buyer shall provide (or cause to be provided) to each Continuing Employee, severance pay and similar severance benefits that are no less favorable than the severance pay and similar severance benefits provided to such obligations employees prior to the Closing Date. (v) Buyer and liabilities UK Buyer jointly and severally undertake that for a period of one year after Transfer Date the UK Pensions Plans will not be terminated or amended with regard to future service rights except in so far as is necessary to maintain approval of either Plan as an exempt approved scheme for the purposes of Chapter I of Part XIV of the Income & Corporation Taxes Act 1988 or otherwise to comply with the provisions of legislation relevant to occupational pension schemes in the United Kingdom. (vi) For the benefit of the Continuing Employees, Buyer shall maintain (or cause to be maintained) retiree health and medical insurance benefits that are accrued for substantially the same as, and in the aggregate are reflected no less favorable than, those provided by Seller on the Companies' balance sheets.Closing Date, to retirees. (vii) Buyer shall recognize (or cause to be recognized) the dollar amount of all expenses incurred by Continuing Employees during the calendar year 1998 for purposes of satisfying the 1998 calendar year deductible and co- payment limitations under the welfare plans established or maintained by Buyer. (b)

Employment and Employee Benefits. (a) Section 5.10(a) of the Disclosure Schedule sets forth a list of the Employees who currently render services primarily to or on behalf of any or all of the Companies or the Company Subsidiaries (the "TARGET EMPLOYEES"). Buyer shall offer employment provide to all PCFS Employees (other Seller, no more than such employees who are disabled for purposes of sixty Business Days after the long-term disability plansdate hereof, if any, applicable to such employees) employed immediately prior to the Closing Date upon the same terms and conditions of employment as in effect immediately but no later than five Business Days prior to the Closing Date, which the names of those Target Employees to whom Buyer or a third-party administrator utilized by Buyer ("BUYER'S TPA") will offer employment (any Target Employee who accepts such offer of employment by Buyer being a "BUYER EMPLOYEE"). Each such offer shall be at a salary or wage generally comparable to that paid by Seller or its Affiliates immediately prior to the Closing, shall be for employment in Dallas County, Texas, and shall be effective on as of the Closing Date. With respect to any Target Employee who is not offered employment by Buyer (other than a Target Employee for whom a retention agreement is assumed in accordance with Section 5.6), if such Target Employee is terminated by Seller or its Affiliates without cause within 60 days after the Closing Date, Buyer shall reimburse Seller and be responsible for the amount of severance required by Seller's severance arrangements, practices and contracts identified on Section 5.10(a) of the Disclosure Schedule and for obligations under WARN or any similar state law; provided, however, that Seller and Buyer will cooperate in good faith to minimize such severance or other obligations to the extent reasonably practicable, and Seller shall cause SFSC provide notice of termination to such Target Employees at the time and in the form and manner specified by Buyer. For the avoidance of doubt, Buyer shall not be obligated have no obligation with respect to offer employment severance payable to any PCFS Employees hired between Target Employee who does not accept an offer of employment by Buyer or Buyer's TPA made in accordance with the date hereof preceding terms of this Section 5.10(a), other than for a Target Employee for whom a retention agreement is assumed in accordance with Section 5.6. Except as otherwise specifically provided in this Section 5.10 or Section 5.6, (i) SFSC shall retain liability for all salary, commissions and other compensation and benefits of any kind due, and any other liability relating to, any Target Employee on account of employment by SFSC before the Closing Date who were hired without the consent of Buyer other than replacement employees performing functions substantially similar (except for obligations for which a Company is obligated to his or her predecessor. Buyer shall be liable, and shall indemnify and hold Sellers harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of the PennLife Employees or PFI Employees or any PCFS Employees hired pursuant to the first sentence of this Section 5.13(a) (together, the "Company Employees"), with respect to periods after the Closing Date. Sellers shall be liable for, and shall indemnify and hold Buyer harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of any other employees of PFG or any of its affiliates (other than reimburse SFSC under any of the Companies)agreements listed in Section 3.24 of the Disclosure Schedule) , including and (ii) Buyer or Buyer's TPA shall assume liability for all salary, commissions and other compensation and benefits of any PCFS Employees not hired pursuant to the first sentence of this Section 5.13(a) and any ConLife Employees with respect to periods up to kind earned on and after the Closing Date, except to the extent that such obligations and liabilities are accrued for and are reflected on the Companies' balance sheetsDate by all Buyer Employees.

Employment and Employee Benefits. (a) Buyer shall offer or shall cause to be offered employment to all PCFS Employees (other than such employees who are disabled for purposes of the long-term disability plans, if any, applicable to such employees) employed immediately prior to the Closing Date upon the same terms and conditions of employment as in effect immediately prior to the Closing Date, which employment shall be effective on the Closing Date; provided, however, that Buyer shall not be obligated to offer employment to any PCFS Employees hired between the date hereof and the Closing Date who were hired without the consent of Buyer other than replacement employees performing functions substantially similar to his or her predecessor. Buyer shall be liable, and shall indemnify and hold Sellers harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of the PennLife Employees or PFI Employees or any PCFS Employees hired pursuant to the first sentence of this Section 5.13(a) (together, the "Company Employees"), with respect to periods after the Closing Date. Sellers shall be liable for, and shall indemnify and hold Buyer harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of any other employees of PFG or any of its affiliates (other than any of the Companies), including any PCFS Employees not hired pursuant to the first sentence of this Section 5.13(a) and any ConLife Employees with respect to periods up to and after the Closing Date, except to the extent that such obligations and liabilities are accrued for and are reflected on the Companies' balance sheets.

Employment and Employee Benefits. (a) Buyer Purchaser shall offer at-will employment to all PCFS Employees each employee who is actively employed in the Business, which in its sole discretion it desires to retain as described to Sellers, contingent upon the Closing and subject to proof evidencing a legal right to work within the United States and Purchaser’s standard conditions of employment for such personnel (other than such including the entry into of standard agreements with respect to confidentiality and assignment of inventions). An employee shall be considered “actively employed” if they are (A) actively employed in the Business on the Closing Date, including employees who are disabled on vacation and employees on a regularly scheduled day off from work, as well as employees on temporary leave for purposes of jury or annual two-week national service/military duty, (B) on a nonmedical leave of absence from the Business (for purposes of the long-term foregoing, nonmedical leave of absence shall include maternity or paternity leave, leave under the Family and Medical Leave Act of 1993, educational leave, military leave with veteran’s reemployment rights under federal Law, or personal leave, unless any of such is determined to be a medical leave), or (C) on disability plans, if any, applicable to or medical leave and for whom it has been ninety (90) calendar days or less since their last day of active employment. Employees who accept such employeesoffers shall become employees of Purchaser (“Transferred Employees”) employed immediately prior to on the later of the Closing Date upon or the same terms date the individual first reports to work for Purchaser. Each Seller shall terminate the employment of all Transferred Employees effective on the Closing Date, and conditions of employment as shall have and retain exclusive liability and responsibility for benefits due and payable to or in effect immediately respect of, or accrued with respect to, all such Transferred Employees and all other employees and participants and other beneficiaries under all Employee Benefit Plans and other benefit and welfare plans, and for all salary and bonus expenses, reimbursements, holiday, vacation, personal and sick days accrued prior to the Closing Date, which and employee benefits and expenses, including retirement and separation payments, associated with termination. Purchaser’s offers of employment described above shall be effective on the Closing Date; providedprovide each Transferred Employee, howeverso long as such Transferred Employee remains employed by Purchaser, that Buyer shall not be obligated to offer employment to any PCFS Employees hired between the date hereof and for a period of twelve (12) months immediately following the Closing Date who were hired without with employee benefit plans, programs, contracts and arrangements that are no less favorable, in the consent of Buyer other aggregate, than replacement similar employee benefit plans, programs, contracts and arrangements provided by Purchaser to its United States employees performing functions substantially similar to his or her predecessor. Buyer shall be liable, and shall indemnify and hold Sellers harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of the PennLife Employees or PFI Employees or any PCFS Employees hired pursuant similarly situated prior to the first sentence of Closing Date (excluding for this Section 5.13(a) (togetherpurpose, the "Company Employees"such employees who may be a party to an employment agreement with, or subject to collective bargaining arrangements, union rules or other unique or limited situations relating to, Purchaser or its Affiliates), with respect to periods after the Closing Date. Sellers shall be liable for, and shall indemnify and hold Buyer harmless from any and all obligations or liabilities, contingent or otherwise, relating to or arising from the employment or termination of employment of any other employees of PFG or any of its affiliates (other than any of the Companies), including any PCFS Employees not hired pursuant to the first sentence of this Section 5.13(a) and any ConLife Employees with respect to periods up to and after the Closing Date, except to the extent that such obligations and liabilities are accrued for and are reflected on the Companies' balance sheets.