Common use of Offer of Employment Clause in Contracts

Offer of Employment. Schedule 4.14(a) contains a list of all Affected Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior to the Closing Date to reflect changes in the Fremont Employees and any changes to Schedule 10.1(a). On the Closing Date, Metatec Acquisition shall offer employment to all those Affected Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to the Closing Date; and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as a "Hired Employee." Effective as of the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after the Closing Date.

Offer of Employment. Not later than five (5) Business Days prior to Closing, Seller shall provide Buyer with an updated Schedule 4.14(a) contains a list of all Affected Employees of Sellers 3.12(c). Effective as of Closing, Seller shall terminate the date stated employment of the Employees listed on Schedule 6.1. Buyer shall offer employment, in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior a form reasonably acceptable to the Closing Date to reflect changes in the Fremont Employees and any changes to Schedule 10.1(a). On Seller, commencing on the Closing Date, Metatec Acquisition shall to each Employee listed on Schedule 6.1 (the “Offer Employees”), on terms substantially similar to those provided to such Employees immediately prior to Closing, with respect to position, work, location, and salary or hourly wage; provided that, unless required by applicable Law, any offer of employment to all those Affected Employees an Employee who were employed is not actively at the Fremont Facility work on the day immediately preceding the Closing Date (due to an approved leave of absence shall be effective on the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding date following the Closing Date who are listed on Schedule 10.1(awhich such Employee returns to active employment, so long as such date is within six (6) (such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to months following the Closing Date; and Metatec Acquisition shall offer further provided that, if such Employee does not return to active employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Datewithin such six (6) month period, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any then such offer of employment will expire and Buyer will have no Liability or obligation with respect to such Employee hereunder. Those Employees who accept Buyer’s offer of employment and commence such employment on the Closing Date (or, if applicable, upon return to active duty as contemplated by this Section 6.1) shall be referred to herein as a "Hired Employee." Effective as “Transferred Employees”. During the 12-month period ending on the first anniversary of the Closing Date, Metatec Acquisition each Transferred Employee shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition be entitled to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and receive while in the amount specified employ of Buyer or any of its Affiliates (i) base compensation that is not less than the base compensation paid to such Transferred Employee immediately prior to Closing and (ii) bonus opportunities and employee benefits that, in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article Xaggregate, subject are substantially equivalent to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall have the right to change the terms bonus opportunities and conditions of employment, including without limitation rates of pay and benefits, employee benefits provided to similarly situated employees of the Buyer or its employees from time Affiliates. In no event shall Buyer or any of its Affiliates have any Liability with respect to time after (x) the Closing Datetermination of employment by Seller of the Offer Employees or (y) any employee or other service provider who is not a Transferred Employee.

Offer of Employment. Schedule 4.14(aPrior to the Operating Expiration Date, Buyer may make a bona fide offer of employment to each of the Employees (then-employed by Seller) contains as of the Operating Expiration Date. Each such offer shall provide for employment by Buyer, on an at will basis, with the same base rate of pay and annual cash incentive or bonus opportunity as in effect for such Employee immediately prior to the Operating Expiration Date and, otherwise, subject to the standard terms, conditions and policies of employment of Buyer and the terms hereof. Any Employee who is absent from work as of the Operating Expiration Date due to injury, disability or approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”) or other approved leave of absence, shall be offered employment hereunder only if, in the case of a list Employee on injury or disability leave including workers’ compensation, the Employee obtains a medical release or other documentation reasonably satisfactory to Buyer which evidences the Employee’s ability to perform the essential functions of all Affected his regular work, with or without reasonable accommodation, and the Employee returns to active employment with Buyer no later than (a) if on a short-term disability or on FMLA leave of absence, the last day on which the Employee may return to work under the provisions of the applicable Seller short-term disability plan or FMLA leave of absence, or (b) if on another approved leave of absence, within six (6) months of the Operating Expiration Date. Employees who accept such offers of Sellers employment and commence employment with Buyer (hereinafter referred to as the “Hired Employees”) shall become employees of Buyer as of the Operating Expiration Date or, for Employees who are absent from work on the Operating Expiration Date due to injury or disability or FMLA or other approved leave of absence, as of the date stated of their return to active employment as described in such schedulethe previous sentence. Schedule 4.14(a) Hired Employees shall be updated by Sellers immediately prior to the Closing Date to reflect changes offered participation in the Fremont Employees Buyer’s employee benefit plans and any changes to Schedule 10.1(a). On the Closing Date, Metatec Acquisition shall offer employment to all those Affected Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated programs upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior same terms and conditions applicable to the Closing Date; and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's beforeother similarly situated non-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the bargaining unit represented employees of Metatec Buyer and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as a "Hired Employee." Effective as of the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after the Closing DateSection 8.2.

Offer of Employment. Schedule 4.14(a) contains Buyer shall, or shall cause one of its Affiliates to, offer employment, in each case with a list of position comparable to that held with Seller immediately prior to the Closing, commencing on the Closing Date to all Affected Business Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated employed by Sellers Seller immediately prior to the Closing Date to reflect changes in and listed on Schedule 7.6(a) or hired after the Fremont Employees and any changes to Schedule 10.1(adate hereof without breach of Section 4.3 (the “Current Business Employees”), excluding those on or that have applied for military leave, disability leave or other leave of absence (whether paid or unpaid) or layoff (each, a “Leave Employee”). On the Closing Date, Metatec Acquisition The term “New Buyer Employee” shall offer employment to all those Affected mean a Current Business Employees who were employed at the Fremont Facility on the day immediately preceding accepts an employment offer made by Buyer pursuant to this Section 7.6. For any Leave Employee who is cleared to or does return to active employment within six (6) months following the Closing Date or such later date as is provided by a contractual requirement or applicable law (the "Fremont Employees") “Return Date”), the treatment as a New Buyer Employee shall be delayed until such Return Date, at which point such Current Business Employee shall be offered employment with Buyer. Until such Return Date, any such Leave Employee will remain on Seller’s disability coverage, with any expenses for such coverage on and to those Affected Employees who were employed at the Menomonie Facility immediately preceding after the Closing Date who are listed on Schedule 10.1(a) (being retained by Seller. If a Leave Employee is not able to return to work by the Return Date, the provisions of this Section 7.6 shall not apply to such schedule to Leave Employee and any employment with Buyer would be updated upon the mutual agreement as a new hire unless Buyer provides otherwise. Seller shall terminate, effective as of the parties) (Closing, the "Selected Menomonie Employees"). The employment of each Business Employee other than any Leave Employee, and for the avoidance of doubt, Seller shall bear all of the liabilities, obligations and costs relating to any severance payable to each such Business Employee unless Buyer has failed to make an offer of employment shall involve to such Business Employee or has made an at will employment relationship, shall offer that does not include similar job responsibilities as a comparable position and base salary or wages that are no less than those under which the Affected Employees were employed in effect immediately prior to the Closing Date; and Metatec Acquisition Buyer shall offer employment at a rate bear or reimburse Seller for any severance or other termination related liabilities (other than accrued wages) in either of base those circumstances. Seller shall pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such each New Buyer Employee any accrued paid time off that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as a "Hired Employee." Effective remains unpaid as of the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after the Closing DateClosing.

Offer of Employment. Schedule 4.14(a) contains a list of all Affected Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior Prior to the Closing Date to reflect changes and at a time chosen in consultation with the Fremont Employees and any changes to Schedule 10.1(a). On Cytec Parties, Purchaser shall offer employment, effective on the Closing Date, Metatec Acquisition shall offer employment to all those Affected Employees who were employed in a comparable position, at the Fremont Facility same location and at no less favorable base salary and annual bonus arrangements (other than gain-sharing), to each Business Employee, including each such Business Employee receiving disability benefits or otherwise on the day immediately preceding leave from active employment; excluding, however, (i) any Business Employee receiving long-term disability benefits, (ii) any Business Employee on temporary disability leave from active employment who has been on such leave for six months or more as of the Closing Date and (the "Fremont Employees"iii) and to those Affected Employees who were employed at the Menomonie Facility immediately preceding any Business Employee on temporary disability leave from active employment as of the Closing Date who are listed on Schedule 10.1(a) (does not actually return to work within six months after the date such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees")temporary disability leave commenced. The All Business Employees who accept Purchaser's offer of employment shall involve an at will employment relationshipwithin one day after the Closing Date or, in the case of a Business Employee who returns to work within six months from taking temporary disability leave, within one day after the date of return from temporary disability, shall include similar job responsibilities become employees of Purchaser effective as those under which of the Affected Employees were employed immediately prior to the Closing Date; later of such acceptance and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as "Acquired Employees". It is specifically understood and agreed that (A) any offer of employment by Purchaser to a "Hired Employee." Effective Business Employee on temporary disability leave from active employment as of the Closing DateDate shall be contingent upon the return of such Business Employee to full time employment within six months after the date such temporary disability leave commenced (or if required by law, Metatec Acquisition any such later date) and (B) any such Business Employee's employment by Purchaser shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition be deemed to any benefits specifically described in this Article X. If Metatec Acquisition terminates commence on the date such Business Employee actually returns to full time employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c)Purchaser. The obligations Sterling Parties hereby agree to reimburse the Cytec Parties for the actual wages or salary of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions each person who becomes an Acquired Employee and who was on temporary disability leave as of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, Date for the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after period commencing on the Closing DateDate through the return date of such person.

Offer of Employment. Schedule 4.14(a) contains a list As of all Affected Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior to the Closing Date to reflect changes in the Fremont Employees and any changes to Schedule 10.1(a). On the Closing Date, Metatec Acquisition the Seller shall terminate the employment of all of the Affected Employees (other than those who are on short-term disability leave). As soon as practicable after the date of this Agreement, the Buyer shall offer employment employment, effective as of the Effective Time, to all those persons who are or will be Affected Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees"other than those on short-term disability leave) and to those Affected Employees who were employed at complete the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to the Closing Date; and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its AffiliatesBuying Parties' standard application agreement. Each Fremont Employee and each Selected Menomonie Affected Employee who accepts any such offer of employment shall be referred to herein as a "Hired Transferred Employee." Effective ". The offer of employment, including, without limitation, wages, salaries and benefits, shall be, in the aggregate, competitive with the terms and conditions as those under which the Transferred Employees were employed immediately prior to the Closing Date. Any Affected Employee who is on short-term disability leave as of the Closing DateDate shall remain employed by the Seller through such Affected Employee's short-term disability leave; provided, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition to any benefits specifically described in this Article X. If Metatec Acquisition terminates however, that if he or she recovers from his or her disability within the employment period of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in his or her short-term disability leave or the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12six-month period following the Closing DateDate (whichever is shorter), the Metatec Companies Buyer shall have at that time make or cause one of its Affiliates to make, an offer of employment to him or her on the right to change the same employment terms and conditions as are applicable to similarly situated Transferred Employees, and the Buyer shall reimburse the Seller for the full amount of employment, including without limitation rates any short-term disability leave cash compensation paid by the Seller to such Person with respect to periods beginning with the Effective Date until the date that such Person accepts employment with the Buyer; each such Person who accepts employment with the Buyer shall also be deemed a "Transferred Employee" as of pay and benefits, provided to its employees from time to time after the Closing Datedate of such acceptance.

Offer of Employment. Schedule 4.14(a) contains a list Buyer shall offer employment to each of all Affected the Business Employees of Sellers Seller identified on Schedule 9.1 (subject to such changes as may occur subsequent to the date hereof as the result of terminations, retirements and transfers; PROVIDED that any changes as a result of transfers shall be limited to transfers made by mutual agreement between the parties or by any such employee covered by a collective bargaining agreement that provides such employee the right to transfer to other jobs at Seller; PROVIDED FURTHER that any changes as a result of terminations shall be mutually agreed upon by the parties prior to the Closing Date). Seller agrees to provide to Buyer, in a complete, diligent and timely manner, all relevant information as Buyer may reasonably request with respect to compensation, service, and other information relating to the employment of the date stated in such scheduleTransferred Employees. Schedule 4.14(a) Offers of employment to Business Employees who are not subject to a collective bargaining agreement shall be updated by Sellers immediately on economic terms which are set forth in Schedule 9.1(i). Buyer and Seller shall comply with the requirements of the alternate procedure for the preparation and filing of the employer Tax Returns and employee information returns for successor employers set forth in Revenue Procedure 96-60, 1996-2 C.B. 399, or any amendment, modification or replacement thereof. If prior to the Closing Date Buyer has negotiated a collective bargaining agreement with a union representing Business Employees who are subject to reflect changes in a collective bargaining agreement, the Fremont offers of employment to such Business Employees shall be on terms consistent with such new collective bargaining agreement. Except as mutually agreed upon by Seller and any changes to Schedule 10.1(a). On the Closing DateBuyer, Metatec Acquisition neither Seller nor its Affiliates shall offer employment to all those Affected Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and any Business Employee to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule whom Buyer is required to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to the Closing Date; and Metatec Acquisition shall offer employment at a rate of base pay equal pursuant to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced this Section 9.1 during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as a "Hired Employee." Effective as of the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 1218-month period following the Closing Date, . Neither Buyer nor any Affiliate of Buyer shall offer employment to any Business Employee who does not become a Transferred Employee during the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after 18-month period following the Closing Date. Seller's employees who are on approved leave of absence at the time they accept an offer of employment from Buyer shall become Transferred Employees as of the date they return from such leave of absence. Buyer agrees, for a period of eighteen (18) months following the Closing Date, to provide the Transferred Non-Union Employees benefits as are set forth in Schedule 9.1(i); PROVIDED, HOWEVER, Buyer shall not be obligated to provide any such benefits to any terminated employee following the Closing Date. Buyer shall have no 42 obligation or liability with respect to Former Business Employees or any Business Employee who does not become a Transferred Employee. Nothing contained herein shall require Buyer to continue the employment of any Transferred Employee or provide benefits to any terminated employee following the Closing.

Offer of Employment. Schedule 4.14(aBuyer shall consider for employment all Branch Employees in substantially their then current positions with remuneration not less than current levels and benefits generally equivalent to current levels, provided that nothing herein shall require the Buyer to consider any Employee for subsequent employment, nor shall anything herein prohibit the Buyer from subsequently deciding to terminate any Assumed Employee (defined below) contains a list of all Affected Employees of Sellers as of the date stated in such schedulefor any reason. Schedule 4.14(a) shall be updated by Sellers immediately prior to the Closing Date to reflect changes in the Fremont Employees and any changes to Schedule 10.1(a). On the Closing Date, Metatec Acquisition shall offer employment to all those Affected Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to the Closing Date; and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately No later than 15 days prior to the Closing Date, plus Buyer will offer employment to each of the Employees at their salaries as of the date of this Agreement, except for those Employees set forth on Schedule 11.2. To the extent permitted by applicable law, the period of service with Seller of each Branch Employee who accepts employment with Buyer (each an amount such “Assumed Employee”) shall be recognized only for vesting and eligibility purposes under Buyer’s benefit plans. Buyer shall permit each of the Assumed Employees to participate in the same health, vacation and other benefits as Buyer provides to its other employees, provided that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay Buyer shall not be reduced during obligated to make any contribution to any plan or program on behalf of any of such employees, with respect to any period prior to the 12 month period immediately following Closing. Pre-existing condition restrictions of the Buyer’s health plan shall be waived with regard to the Assumed Employees; provided, however, that to the extent a pre-existing exclusion applied to such Assumed Employee under Seller’s health plan, such pre-existing condition exclusion shall continue to apply under the Buyer’s health plan. All sick leave and disability leave accrued and not used by an Assumed Employee prior to the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as a "Hired maintained by Buyer after the Closing Date. For purposes of determining each Assumed Employee." ’s vacation benefit with the Buyer for the year in which the Effective as of Time occurs under Buyer’s vacation program, any vacation taken by an Assumed Employee while employed with Seller preceding the Closing Date for the year in which the Effective Time occurs will be deducted from the total buyer vacation benefit for which such Assumed Employee is eligible for such year under the Buyer’s vacation program. After the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Assumed Employees which provide those benefits described in Schedule 10.1(b) in addition will be employed on an at-will basis by the Buyer provided, however, Buyer agrees not to terminate from employment any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment Assumed Employee except for cause for a period of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period 6 months following the Closing Date, the Metatec Companies . It is further provided that in no way shall Buyer be liable for any claims of that any Employee may have the right to change the terms against Seller and conditions of employment, including without limitation rates of pay and benefits, provided to its employees Buyer may request a release from time to time after the Closing Dateeach Employee with respect thereto.

Offer of Employment. Schedule 4.14(a) contains a list of all Affected Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior Prior to the Closing Date to reflect changes and at a time chosen in consultation with the Fremont Employees and any changes to Schedule 10.1(a). On Cytec Parties, Purchaser shall offer employment, effective on the Closing Date, Metatec Acquisition shall offer employment to all those Affected Employees who were employed in a comparable position, at the Fremont Facility same location and at no less favorable base salary and annual bonus arrangements (other than gain- sharing), to each Business Employee, including each such Business Employee receiving disability benefits or otherwise on the day immediately preceding leave from active employment; excluding, however, (i) any Business Employee receiving long-term disability benefits, (ii) any Business Employee on temporary disability leave from active employment who has been on such leave for six months or more as of the Closing Date and (the "Fremont Employees"iii) and to those Affected Employees who were employed at the Menomonie Facility immediately preceding any Business Employee on temporary disability leave from active employment as of the Closing Date who are listed on Schedule 10.1(a) (does not actually return to work within six months after the date such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees")temporary disability leave commenced. The All Business Employees who accept Purchaser's offer of employment shall involve an at will employment relationshipwithin one day after the Closing Date or, in the case of a Business Employee who returns to work within six months from taking temporary disability leave, within one day after the date of return from temporary disability, shall include similar job responsibilities become employees of Purchaser effective as those under which of the Affected Employees were employed immediately prior to the Closing Date; later of such acceptance and Metatec Acquisition shall offer employment at a rate of base pay equal to the employee's base pay from Sellers as in effect on the date immediately prior to the Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie Employee who accepts any such offer of employment shall be referred to herein as "Acquired Employees". It is specifically understood and agreed that (A) any offer of employment by Purchaser to a "Hired Employee." Effective Business Employee on temporary disability leave from active employment as of the Closing DateDate shall be contingent upon the return of such Business Employee to full time employment within six months after the date such temporary disability leave commenced (or if required by law, Metatec Acquisition any such later date) and (B) any such Business Employee's employment by Purchaser shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition be deemed to any benefits specifically described in this Article X. If Metatec Acquisition terminates commence on the date such Business Employee actually returns to full time employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c)Purchaser. The obligations Sterling Parties hereby agree to reimburse the Cytec Parties for the actual wages or salary of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions each person who becomes an Acquired Employee and who was on temporary disability leave as of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, Date for the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after period commencing on the Closing DateDate through the return date of such person.

Offer of Employment. Rule 58 Company shall offer employment to each of the then-current employees of MLCS or its Affiliates (the "EMPLOYEES") listed on Schedule 4.14(a6.01 who are Eligible Employees (as defined below) contains a list of all Affected Employees of Sellers as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior to the Closing Date or upon the return of any such Eligible Employee to reflect changes in the Fremont Employees and any changes to Schedule 10.1(a)active employment. On Sellers agree that if Rule 58 Company so requests, Sellers shall, after the Closing Date, Metatec Acquisition shall offer employment second as consultants to all those Affected Purchasers not more than two persons who would have otherwise been Transferred Employees who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated upon the mutual agreement hereunder, for a period of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were employed immediately prior to not more than one year from the Closing Date; and Metatec Acquisition shall offer employment at a rate . For purposes of base pay equal to the employee's base pay from Sellers as in effect this Agreement, "Eligible Employees" means (i) all active Employees on the date immediately prior to the Closing Date, plus an amount such that the employee's beforeincluding Employees on temporary leave for purposes of jury or annual two-tax base pay week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers work; and such rate of pay shall not be reduced during the 12 month period immediately following (ii) Employees who on the Closing Date except in connection are on maternity or paternity leave, educational leave, military leave with a pay rate adjustment equally affecting substantially all veteran's reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short or long-term disability leave or medical leave; PROVIDED, HOWEVER, that no such Employee shall be guaranteed reinstatement to active service if his return to employment is contrary to the employees terms of Metatec and its Affiliateshis leave. Each Fremont Employee and each Selected Menomonie Eligible Employee who accepts any such offer of employment shall be referred to herein as a "Hired Transferred Employee." Effective for purposes of this Agreement upon the later of the Closing Date or, with respect to Eligible Employees described in clause (ii) of the second sentence of this paragraph, the return of such Eligible Employee to active employment (the "PURCHASER EMPLOYMENT DATE"). MLCS shall terminate the employment of (i) each Key Employee that is actively employed with the Sellers on the Closing Date, as of the Closing Date, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(band (ii) in addition each other Key Employee that is capable of working for Supply upon return to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(c). The obligations of Metatec Acquisition set forth in this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall have the right to change the terms and conditions of active employment, including without limitation rates of pay and benefits, provided on the date such employee returns to its employees from time to time after the Closing Dateactive employment.

Offer of Employment. Schedule 4.14(a) contains a list After Sellers’ termination of all Affected Business Employees of Sellers with effect as of the date stated in such schedule. Schedule 4.14(a) shall be updated by Sellers immediately prior to the Closing Date Initial Closing, subject to reflect changes the Initial Closing, the Buyer shall either (i) rehire some or all of such Business Employees, in the Fremont Buyer’s sole discretion, in accordance with this Agreement, or (ii) not rehire some or all of such Business Employees, in the Buyer’s sole discretion, and pay severance to those Business Employees it elects not to rehire as set forth herein. Subject to the foregoing, the Buyer shall promptly (and in any changes event within ten (10) Business Days) after the date of this Agreement, offer, or cause one of its Affiliates to Schedule 10.1(aoffer, employment to each Business Employee who is active on the payroll of Sellers (including employees on vacation, holiday, jury duty or other similar absence) (each, an “Active Employee”), as identified on the Business Employee List, which employment would take effect as of the Initial Closing. On the Closing DateBuyer also shall, Metatec Acquisition or shall cause one of its Affiliates to, offer employment to all those Affected Employees each Business Employee who were employed at the Fremont Facility on the day immediately preceding the Closing Date (the "Fremont Employees") and to those Affected Employees who were employed at the Menomonie Facility immediately preceding the Closing Date who are listed on Schedule 10.1(a) (such schedule to be updated upon the mutual agreement of the parties) (the "Selected Menomonie Employees"). The offer of employment shall involve an at will employment relationship, shall include similar job responsibilities as those under which the Affected Employees were is not actively employed immediately prior to or on the Initial Closing Date; and Metatec Acquisition shall offer Date due to a leave of absence or suspension of employment at or due to short- or long-term disability, or who has any right under Applicable Law, plan, policy, contractual arrangement or otherwise to employment, re-employment, re-instatement or re-activation with a rate of base pay equal to the employee's base pay from Sellers as Seller (each, an “Inactive Employee”), in effect each case effective on the date immediately prior such approved leave ends or such date as such Inactive Employee first becomes eligible for employment, re-employment, re-instatement or re-activation; provided that eligibility for employment, re-employment, re-instatement or re-activation occurs within twelve (12) months of the Initial Closing Date or such later date as required by Applicable Law. Inactive Employees, if any, are identified as such on the Business Employee List. Offers pursuant to this Section 4.2(b) shall (i) be for a comparable position at the same or a nearby geographic work location, and (ii) otherwise comply in all respects with Applicable Law. Each (A) Active Employee who accepts the Buyer’s offer of employment and commences employment with the Buyer as of the Initial Closing Date, plus an amount such that the employee's before-tax base pay from Metatec Acquisition will be six percent greater than the employee's before-tax base pay from Sellers and such rate of pay shall not be reduced during the 12 month period immediately following the Closing Date except in connection with a pay rate adjustment equally affecting substantially all of the employees of Metatec and its Affiliates. Each Fremont Employee and each Selected Menomonie (B) Inactive Employee who returns to active employment and accepts any such the Buyer’s offer of employment shall be following the Initial Closing Date, is referred to herein as a "Hired “Transferred Employee." Effective as of ” The Buyer hereby assumes the Closing DateSellers’ liabilities and obligations under Applicable Law or under any plan, Metatec Acquisition shall establish benefit plans covering Hired Employees which provide those benefits described in Schedule 10.1(b) in addition policy, contractual arrangement or otherwise, to any benefits specifically described in this Article X. If Metatec Acquisition terminates the employment of a Hired employ, re-employ, re-instate or re-activate each Inactive Employee without cause, then Metatec Acquisition shall pay severance benefits in accordance with and in the amount specified in the table listed in Schedule 10.1(cthis Section 4.2(b). The obligations Buyer shall be responsible for any and all severance payments and payment of Metatec Acquisition set forth accrued, unused vacation and paid time off in the event the Buyer elects not to make employment offers in accordance with this Section 10.1 shall not apply to any Contract Employees. Notwithstanding any other provisions of this Article X, subject to the agreement expressly set forth above prohibiting reductions in pay rates during the 12-month period following the Closing Date, the Metatec Companies shall have the right to change the terms and conditions of employment, including without limitation rates of pay and benefits, provided to its employees from time to time after the Closing Date.4.2