Common use of Offers of Employment Clause in Contracts

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.

Offers of Employment. (1) Effective on and after The Buyer shall have no obligation to offer employment to any Eligible Employee. If the Effective TimeBuyer chooses to offer employment to any Eligible Employee, the Purchaser will employ all Buyer shall extend such offer within the thirty (30) day period immediately following the date of this Agreement. Any such offer shall include the Employees who are not covered by following terms: the Collective Agreements employment shall be (“Non-Union Employees”v) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect effective as of the Effective Time for all hourly paid Nonrelevant Transferred Employee Start Date, (w) on a full-Union Employees time, if the relevant Eligible Employee had full-time status as of the Vendor anddate of this Agreement, to or a part-time, if the extent that written offers of employment have been provided to salaried Nonrelevant Eligible Employee had part-Union Employees time status as of the Vendordate of this Agreement, on basis, (x) at base salaries and wages to each such Eligible Employees no less favorable than the same terms base salaries and conditions which are set out in wages of such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Eligible Employees as of the date of this Agreement, (y) with employee benefits that are no less favorable than those provided to similarly situated employees of the Buyer and its Affiliates immediately prior to Closing, and (z) at a location that does not require relocation by any of the Eligible Employees. Any offer to a Potential Delayed Hire Eligible Employee may be conditioned upon the Transferred Employee Start Date occurring no later than six months after the Closing Date. The Purchaser Buyer will recognize all past service give each Eligible Employee to whom an offer of Non-Union Employees with employment is made no less than seven (7) days from the Vendor anddate the offer is made to accept or reject the employment offer. The Buyer shall notify the Seller of each Eligible Employee that has accepted the offer of employment as promptly as possible after such indication, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No but in no event later than three (3) days prior to the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser Buyer will, and will assumecause its applicable Affiliates to, accept the assignment of evaluate and continue to comply make hiring decisions with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor respect to the Purchaser by notice provided Eligible Employees in accordance with applicable Law. Nothing in this paragraph shall be construed to each such Employee or by require the posting of such notice conspicuously in Buyer to provide post retirement medical benefits to the workplace of such salaried Non-Union Eligible Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.

Offers of Employment. (1a) Effective on Not later than seventy (70) days prior to the anticipated Closing Date as reasonably agreed by the parties (the “Anticipated Closing Date”), Seller shall provide Purchaser updates to Section 1.01(a)(ii) and after the Effective Time, the Purchaser will employ all Section 1.01(b) of the Seller Disclosure Letter setting forth in a non-anonymized fashion the then-current Business Employees and Deferred Transfer Employees. Purchaser and Seller may mutually agree to revise Section 1.01(a)(ii) and Section 1.01(b) of the Seller Disclosure Letter within five (5) days of receipt of such updated lists. Not later than ten (10) days following Purchaser’s receipt of such updated lists, Purchaser shall, or shall cause one of its Affiliates to, offer employment to each Business Employee listed on the then-current Section 1.01(a)(ii) of the Seller Disclosure Letter, with the exception of any Automatic Transfer Employees and any Employees who are not covered employed by a Transferred Entity (the Collective Agreements (“Non-Union Offer Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written . All offers of employment have been provided to salaried Nonwill be contingent upon execution of Purchaser’s customary assignment of inventions, work made for hire, non-Union Employees of the Vendordisclosure, on the same terms non-solicitation and conditions which are set out in such written non-competition agreements. Any offers of employment with the Purchaser which have been extended made to such salaried Non-Union Offer Employees of the Vendor prior who are anticipated to be Actively at Work on the Closing Date and which have been accepted by such salaried Non-Union Employees shall provide for employment with Purchaser or an Affiliate of Purchaser to commence effective as of 12:00 A.M., local time, on the Closing Date. The Any offer of employment made to an Offer Employee who is not anticipated to be Actively at Work on the Closing Date (an “Inactive Employee”) shall provide for employment with Purchaser will recognize all past service or an Affiliate of Non-Union Purchaser to commence effective as of 12:00 A.M., local time, on the date the Inactive Employee becomes available to return to work and shall be conditioned on the Inactive Employee becoming available to return to work within one hundred and eighty (180) days of the Closing Date or within such longer time as may be required by applicable Law or Labor Contract. Notwithstanding anything herein to the contrary, any offers of employment made to Deferred Transfer Employees shall be governed by the Transition Services Agreement. All offers of employment shall be made in accordance with the Vendor and, if applicable, Predecessors applicable provisions of this Section 7.01 and the Vendor, Transition Services Agreement. Not later than ten (10) days prior to the extent recognized by the Vendor, for all purposes. No later than the Anticipated Closing Date, Seller shall provide Purchaser non-anonymized updates to Section 1.01(a)(ii) and Section 1.01(b) of the Vendor will provide Seller Disclosure Letter. Each Offer Employee who accepts Purchaser’s or one of its Affiliate’s offer of employment and whose employment with Purchaser or one of its Affiliates commences pursuant to this Amended Agreement or the Transition Services Agreement, together with each Business Employee employed by a Transferred Entity, along with each Automatic Transfer Employee, shall be referred to herein as a “Transferred Employee” and the date on which any such Transferred Employee commences employment with Purchaser or one of its Affiliates shall be referred to herein as the Transferred Employee’s “Transfer Date.” An Offer Employee (other than an Inactive Employee) who arrives at his or her then applicable place of employment in the Business on the Closing Date shall be deemed for all purposes of this Amended Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Amended Agreement. An Inactive Employee who arrives at his or her then applicable place of employment in the Business in accordance with an offer made to such Inactive Employee pursuant this Section 7.01(a) shall be deemed for all written purposes of this Amended Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Amended Agreement. Offers pursuant to this Section 7.01(a) shall be on terms and conditions consistent with Section 7.01(c), be at a location not more than twenty-five (25) miles from such Offer Employee’s principal place of employment immediately prior to the Closing, and otherwise comply in all respects with such applicable Law (including with respect to compensation and benefits) and may, if Seller reasonably requests, make employment contingent upon the Transferred Employee’s waiver of any and all claims or right to severance in connection with the transfer of employment subject to applicable law; provided, however, that all offers of employment with the Purchaser which have been extended to Offer Employees whose terms and accepted conditions of employment are governed by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of a Labor Contract shall be in accordance and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeapplicable Labor Contract.

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Prior to the extent that written offers Closing, Buyer shall, or shall cause one of employment have been provided to salaried Non-Union Employees of the Vendorits Affiliates to, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor not less than ten (10) Business Days prior to the Closing Date and which have been accepted (or such earlier time as may be required by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor andApplicable Law), if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written extend offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment that are effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees to each Specified Employee (other than any Inactive Specified Employee or the Specified Employees identified on Schedule 8.5(b)) listed on the Specified Employee Census (each, an “Offeree Employee”). Buyer shall provide Sellers with Buyer’s offer letter template for informational purposes only at least three (3) Business Days prior to extending such offers of employment to the Offeree Employees. All such offers of employment to Offeree Employees shall provide for employment with Buyer or its Affiliate to commence effective as of the Purchaser Closing and shall otherwise be on terms acceptable to Buyer, subject to standard benefits, policies, procedures and employment practices of Buyer. Each Offeree Employee who accepts Buyer’s or its Affiliate’s offer of employment and commences employment with Buyer or its Affiliate as described in the immediately following sentence shall be referred to herein as a “Transferred Employee.” Except for the outstanding employment offers to each of the Specified Employees identified on Schedule 8.5(b), neither Seller nor any of its controlled Affiliates shall knowingly cause or attempt to cause any Offeree Employee to reject or decline to accept Buyer’s or its Affiliate’s offer of employment. Nothing contained in this Agreement shall be construed as an employment contract between Buyer and any Specified Employee or Transferred Employee. Buyer shall promptly provide Sellers a list of the name of each Offeree Employee that rejects Buyer’s or its Affiliate’s offer of employment and the cash salary, annual cash bonus opportunity and health care coverage offered to each such Offeree Employee, and thereafter Sellers shall, or shall cause their controlled Affiliates to, (i) terminate the employment of each Offeree Employee who expressly rejects Buyer’s offer of employment promptly, but in any event not later than the Closing Date and (ii) terminate the employment of each Offeree Employee who does not affirmatively accept Buyer’s offer of employment, effective as of and the later of ten (10) Business Days following the Effective Timedate of such offer of employment or the Closing Date, except as required under Section 8.5(c) with respect to Inactive Specified Employees; provided, however, that the foregoing obligations of Sellers and their controlled Affiliates shall not apply to any Offeree Employee who receives an offer from Buyer or its Affiliate that (x) does not provide for cash salary and annual cash bonus opportunity that is equal to or greater than such Offeree Employee’s cash salary and annual cash bonus opportunity specified on the Specified Employee Census or (y) does not include health care coverage. From the date of the execution of this Agreement until the Closing Date, to the extent they remained employed by Sellers or their controlled Affiliates, Sellers will cause, or will cause their controlled Affiliates to cause, each of the Specified Employees identified on Schedule 8.5(b) to continue to be engaged in the Spending Account Business in a manner consistent with past practice and to facilitate the transactions contemplated by this Agreement. Following the Closing Date, to the extent they remain employed by Sellers or their controlled Affiliates, Sellers will cause, or will cause their controlled Affiliates to cause, each of the Specified Employees on Schedule 8.5(b) to be available to Buyer and its Affiliates at no cost to provide, on an ad hoc basis, cooperation reasonably requested by Buyer or its Affiliates to facilitate the transactions contemplated by this Agreement and to provide advice and consultation regarding the operation of the Spending Account Business.

Offers of Employment. No later than ten (110) Effective on and after Business Days prior to the Effective Timeanticipated Closing Date, the Purchaser will employ all Seller shall deliver to Buyer a list of the expected Business Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of anticipated Closing Date in the Vendor andform attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect employee resignations after the date hereof and prior to the extent that written offers of employment have been provided to salaried Non-Union Employees of Closing, employee terminations after the Vendor, on the same terms date hereof and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date in accordance with Section 5.1(b), employee hires after the date hereof and which have been accepted prior to the Closing in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by such salaried Non-Union Employees Buyer to each Business Employee will be effective as of the Closing Date. The Purchaser will recognize all past service Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of Non-Union Employees with the Vendor andemployment shall be, if applicable, Predecessors as of the Vendordate the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the extent recognized by the Vendor, for all purposes“Transferred Employees”). No later than the Closing Date, the Vendor will provide the Purchaser with all written offers Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply Buyer in accordance with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser preceding sentences (an “Inactive Employee”) will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser become employed by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Closing Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become employees a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of the Purchaser as of any compensation and following the Effective Timebenefits).

Offers of Employment. Not less than thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor business days prior to the Closing Date Date, Purchaser or one of its Subsidiaries shall offer employment to all of the actively employed Business Employees listed on Section 4.12 of the Seller Disclosure Letter who are located in Canada, such employment offers to become effective as of the Closing. Not less than thirty (30) business days prior to the Closing Date, one of Comcast Parent’s Affiliates shall offer employment to all of the actively employed Business Employees listed on Section 4.12 of the Seller Disclosure Letter who are located in the United States, such employment offers to become effective as of the Closing. For purposes of this Article VII, references to “Purchaser” shall also mean Purchaser’s Subsidiary who will make offers to the Business Employees located in Canada or employ the Transferred Employees located in Canada as applicable. Notwithstanding the foregoing, with respect to any Business Employee who is listed on Section 4.12 of the Seller Disclosure Letter and which have been accepted by who has not received an offer according to the preceding sentences and returns to active employment status upon the earlier of the expiration of their approved leave of absence or the date that is six (6) months after the Closing Date, an offer of employment shall be made to such salaried Non-Union Business Employee upon his or her return to active employment status. The Business Employees who accept any such offer and become employees of Purchaser or Comcast Parent’s applicable Affiliate as of the Closing Date. The Purchaser will recognize all past service or, in the case of Non-Union Business Employees with who return to active employment status upon the Vendor and, if applicable, Predecessors earlier of the Vendor, to expiration of their approved leave of absence or the extent recognized by the Vendor, for all purposes. No later than date that is six (6) months after the Closing Date, as of the Vendor will provide first day they commence employment with Purchaser or one of Comcast Parent’s Affiliates, shall be referred to as the Purchaser with all written offers “Transferred Employees.” Effective as of the Closing, or upon commencement of employment with Purchaser or one of Comcast Parent’s applicable Affiliates, Purchaser or Comcast Parent’s applicable Affiliate shall provide each Transferred Employee with (i) a base salary no less favorable than the Purchaser which have been extended base salary in effect immediately prior to and accepted by salaried Non-Union Employees of Closing, (ii) in the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers case of employment effective as by Comcast Parent’s applicable Affiliate, health and welfare benefits comparable in the aggregate to those provided to similarly situated employees of Comcast Parent’s applicable Affiliate and following (iii) in the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers case of employment with the Purchaser (whoby Purchaser, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously health and welfare benefits comparable in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of aggregate to those provided under the registered pension plans listed on Schedule 6.01(1) Great West Life Group Benefit Plan, the RBC Group Long Term Disability Income Plan and who are on any approved or statutory leave of absence the RBC Group Basic AD&D Plan as of the Closing Date will become employees of the Purchaser as of and following the Effective Timein effect immediately prior to Closing.

Offers of Employment. (1a) Effective on Prior to the Closing Date, Seller shall update, in consultation with the Purchaser, Section 3.21 of the Disclosure Schedule to reflect only new hires and after terminations of employment between the Effective Timedate hereof and the fifth Business Day prior to the Closing Date. On or prior to the Closing Date, Purchaser shall, or shall cause one of the Purchaser will employ Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Employees who are not covered Disclosure Schedule (each such Employee employed by the Collective Agreements (Business in the United States prior to closing, a “Non-Union EmployeesBusiness Employee”) and whose names are listed on Schedule 5.01(1), who is on the same terms and conditions which are in effect as employment rolls of the Effective Time for all hourly paid Non-Union Employees Seller or a Subsidiary of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Seller immediately prior to the Closing Date and which have been accepted by (i) is actively employed on such salaried Nondate or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or (ii) is absent from work due to short or long-Union Employees term disability or an authorized leave of absence, in each case effective as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors expiration of the Vendor, to period of absence (the extent recognized by the Vendor, for all purposes“Leave Employees”). No later than the Closing Date, the Vendor will provide the Purchaser with all written All such offers of employment to Current Employees and Leave Employees shall provide for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the Purchaser which have been extended to case of Current Employees, immediately upon the Closing, and accepted by salaried Non-Union Employees in the case of Leave Employees, upon the expiration of the Vendorperiod of absence. The offers of employment by Purchaser will assumeshall be at salary or wage and benefit levels that, accept in the assignment aggregate of and continue considering the Current Employees and Leave Employees as a group, are comparable to comply with the terms and conditions set out in all such offers of employment effective as applicable to such employees on the date of and following the Effective Timethis Agreement. The Purchaser will notify those salaried Non-Union Employees Each Business Employee who accepts Purchaser’s or one of the Vendor who do not receive written offers its Subsidiary’s offer of employment with the shall be referred to herein as a “Purchaser (whoEmployee” and shall enter into such agreements as requested by Purchaser, for greater certaintywhich may include customary invention assignment, will be those salaried Nonconfidential, non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Nonsolicitation and non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timecompetition provisions.

Offers of Employment. (1a) Effective on As of December 12, 2012, Section 7.01(a)(1) of the Seller Disclosure Schedule contains a true, correct and after the Effective Time, the Purchaser will employ complete list of all of the Employees who are not covered by along with their title, primary place of employment, years of service and salary (or wages, if applicable). No later than the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor third Business Day prior to the Closing Date Date, Seller shall update Section 7.01(a)(1) of the Seller Disclosure Schedule to reflect new hires of Employees and which have been accepted by terminations of employment of Employees that occurred between such salaried Non-Union Employees date and the fifth Business Day prior to the Closing Date, as well as any Employee Transfers. Effective as of the Closing Date. The , Purchaser will recognize all past service shall, or shall cause one of Nonits applicable Affiliates (including the Company or a Company Subsidiary) to, offer employment to each Employee who (i) is actively employed on such date or is absent from employment due to vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or (ii)(x) is absent from work due to an authorized leave of absence (including but not limited to a leave of absence due to a short-Union Employees term or long-term disability) and (y) has the right to return to employment following expiration of such absence under applicable Law, effective as of the expiration of the leave (the “Leave Employees” and, together with the Vendor andCurrent Employees, if applicablethe “Closing Date Employees”), Predecessors except in each case for Employees who are employed by the Company or a Company Subsidiary as of immediately prior to the Closing or whose employment otherwise transfers automatically to Purchaser or its Affiliate upon the occurrence of the Vendor, to the extent recognized Closing by the Vendor, for all purposesoperation of Law. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all All such offers of employment to (A) Current Employees shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence effective as of and 12:00 A.M., local time, on the day immediately following the Effective TimeClosing Date and (B) Leave Employees shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence at the expiration of such Leave Employees’ leave. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written All such offers of employment shall be made in accordance with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees applicable provisions of the Vendor working at the plant level) this Section 7.01. Each Closing Date Employee who accepts an offer of the transition of their employment from Purchaser or one of its Affiliates and commences employment with Purchaser or an Affiliate, together with each Employee employed by the Vendor Company or a Company Subsidiary as of immediately prior to the Closing and each Employee whose employment is transferred to Purchaser by notice provided to each such Employee or by an Affiliate of Purchaser upon the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as occurrence of the Closing Date will become employees by operation of Law, shall be referred to herein as a “Transferred Employee”; provided that a Leave Employee shall not be treated as a Transferred Employee until the expiration of the Purchaser as Leave Employee’s leave and the Leave Employee’s commencement of and active work. A Current Employee who arrives at his then applicable place of employment in the Business on the first Business Day immediately following the Effective TimeClosing Date shall be deemed for all purposes of this Agreement to have accepted the offer from Purchaser or one of its Affiliates. Offers pursuant to this Section 7.01(a) may, if Seller reasonably requests, make employment contingent upon the Transferred Employee’s waiver of any and all claims or right to severance in connection with the transfer of employment. The date a Transferred Employee commences employment with Purchaser or an Affiliate shall be referred to herein as the “Transfer Date.”

Offers of Employment. (1) Effective on and after the Effective TimeSubject to Applicable Law, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor at least 15 Business Days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date, Purchaser shall make an offer of employment that is not inconsistent with the Comparable Job Requirements to all Business Employees, other than those Business Employees set forth on Schedule 6.9(a) of Sellers’ Disclosure Schedules; provided that, with respect to Business Employees hired subsequent to the date hereof, in no event shall Purchaser be required to extend the applicable offer earlier than the 30th Business Day after Purchaser has been notified of the applicable employee’s hire and provided with the information set forth on Schedule 4.14(a) of Sellers’ Disclosure Schedule with respect to such employee. Subject to Section 6.6, the offers contemplated by the preceding sentence may be communicated pursuant to any medium deemed in good faith to be appropriate by Purchaser, including, at Purchaser’s election, a general notice of transfer communicated to some or all of the Business Employees. The Purchaser will recognize all past service Business Employees who accept Purchaser’s offer of Non-Union Employees with employment are referred to herein as the Vendor and, if applicable, Predecessors “Transferred Business Employees.” Purchaser’s employment of the VendorTransferred Business Employees shall be deemed to commence at 12:00:01 a.m. Eastern on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short- or long-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by Sellers (other than a vacation, jury duty, funeral leave or personal day) (a “Leave Recipient”), he or she shall remain an employee of the Vendor, for all purposes. No applicable Seller (except as may otherwise be provided by Applicable Law); provided that Purchaser shall hire such Leave Recipient if such Leave Recipient returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six months from the date of commencement of such leave, unless such Leave Recipient is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated to hire such Leave Recipient unless the return date is no later than twelve months following the Closing Date, and, for purposes of this Agreement, such Leave Recipient shall become a Transferred Business Employee as of the Vendor will provide the Purchaser with all written offers of date active employment with Purchaser commences (the Purchaser which have been extended “Delayed Transfer Date”) and, to the extent applicable, references in this Section 6.9 to the “Closing Date” shall relate to the Delayed Transfer Date. Those Business Employees and accepted by salaried Non-Union Affiliated Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers accept an offer of employment from Purchaser that is consistent with the Comparable Job Requirements from Purchaser (who, shall not be considered Transferred Business Employees for greater certainty, will be those salaried Non-Union Employees any purpose of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timethis Agreement.

Offers of Employment. No later than ten (110) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Business Days prior to the Closing Date and which have been accepted by such salaried Non-Union anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the Closing Date. The Purchaser will recognize all past service of Nonanticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Union Employees with Mogul Chassis LLC April 29, 2014 employee resignations after the Vendor and, if applicable, Predecessors of the Vendor, date hereof and prior to the extent recognized by Trigger Event, employee terminations after the Vendordate hereof and prior to the Trigger Event in accordance with Section 5.1(b), for all purposesemployee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). No later than Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the Closing Dateimmediately succeeding sentence, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended by Buyer to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser each Business Employee will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees who accepts Buyer’s offer of employment shall be, as of the Vendor date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who do not receive written offers is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the Purchaser preceding sentences (who, for greater certainty, an “Inactive Employee”) will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser become employed by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence Buyer as of the Closing date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become employees a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of the Purchaser as of any compensation and following the Effective Timebenefits).

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all As of the Employees Closing Date, Buyer shall make offers of employment to each of the key management employees of Seller listed on Schedule 5.8(a)(i) who are not covered is employed by Seller on such date (the Collective Agreements “Selected Employees”). Such offers will include the requirement that such employees execute the Assignment of Invention, NonDisclosure and NonCompetition Agreement (the “Non-Union Competition Agreement”), in substantially the form attached as Exhibit C, as well as such agreements or complete such other activities as any new employee of Buyer would be *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. required to execute or complete. Seller shall use its reasonable efforts to enable Buyer to hire such Selected Employees. Two of Seller’s employees listed on Schedule 5.8(a)(ii) (the “Principal Employees”) shall be offered employment agreements, in substantially the form attached as Exhibit D, and whose names are listed on Schedule 5.01(1), on such employment agreements shall have a term of two (2) years. The salary to be offered to each such Principal Employee shall be commensurate with the same terms other executives and conditions which are management employees of Buyer in effect substantially similar positions and responsibilities as the position to be filled by such Selected Employee. Any incentive compensation of any Principal Employee shall be mutually agreed upon between Buyer and each Principal Employee. Such offers will include the Effective Time for all hourly paid requirement that such Principal Employees also execute the Non-Union Competition Agreement, in substantially the form attached hereto as Exhibit C, as well as execute such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees of the Vendor and, to the extent that written offers and Principal Employees who accept Buyer’s offer of employment have been provided shall be referred to salaried Non-Union Employees of the Vendoras “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor or prior to the Closing Date under applicable law under Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union Employees as disability arrangements, employment or severance agreements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Business and their dependents who are not Transferred Employees with and (iv) any fines, penalties or payments required under the Vendor andWARN Act, if applicable, Predecessors for all employees of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Business and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees dependents who are not members of Transferred Employees. Buyer shall use its reasonable efforts to ensure that any Transferred Employee shall become eligible to participate in Buyer’s Employee Benefit Plans or programs available for comparably situated employees and such Transferred Employee shall receive vacation in accordance with the registered pension plans listed on Schedule 6.01(1) Vacation and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeOther Leave Policy.

Offers of Employment. (1i) Effective on and after the Effective TimeExcept as otherwise provided in Attachment D, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written shall make offers of employment with Purchaser (or its subsidiary formed for the purpose of executing and performing the Subsidiary Business Transfer Agreement (“Purchaser which have been extended Subsidiary”)(which shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Article VI) to such salaried Non-Union the Business Employees of the Vendor prior to who are actively at work on the Closing Date (each, an “Active Employee”), in accordance with the provisions of this Article VI, to be effective as of the Closing. For purposes of this Agreement, any Business Employee who is not actively at work on the Closing Date due to vacation, holiday or sick days, in compliance with the applicable policies of Seller or any affiliate of Seller, shall be deemed an Active Employee. With respect to each Business Employee who is not an Active Employee due to short-term disability, emergency family, personal short-term, jury duty, adoption, reserve military or full-time military leave or an approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”), Purchaser shall make an offer of employment with Purchaser or Purchaser Subsidiary (which shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Article VI) to such Business Employee effective as of the date on which such Business Employee presents himself or herself to Purchaser for active employment following the Closing Date, provided that such date is no later than (A) if such Business Employee is not an Active Employee due to short-term disability, the last day on which Seller or affiliate of Seller would have been accepted required to re-employ such Business Employee in accordance with the applicable short-term disability plan of Seller or such affiliate, as applicable, if the transactions contemplated by this Agreement had not occurred; (B) if such salaried NonBusiness Employee is not an Active Employee due to approved leave of absence under FMLA, the last day on which Seller or any affiliate of Seller would have been required to re-Union Employees as employ such Business Employee in accordance with the provisions of FMLA, if the transactions contemplated by this Agreement had not occurred; (C) if such Business Employee is not an Active employee due to reserve military or full-time military leave, the last day on which Seller or affiliate of Seller would have been required to re-employ such Business Employee in accordance with the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 and the Department of Labor regulations promulgated thereunder, if the transactions contemplated by this Agreement had not occurred; (D) if such Business Employee is not an Active Employee due to jury duty leave, the day following the end of such Business Employee’s jury service; or (E) if such Business Employee is not an Active Employee due to emergency family, personal short-term or adoption leave, the day that is six months after the Closing Date. The Purchaser will recognize all past service offers of Non-Union Employees with the Vendor and, if applicable, Predecessors employment pursuant to this Section 6.01(a)(i) shall be at a base salary or hourly rate of the Vendor, to the extent recognized by the Vendor, for all purposes. No later payment that is no less than that in effect on the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the on terms and conditions set out no less favorable in all such offers the aggregate than those applicable to the Business Employees immediately prior to the Closing. Seller and Purchaser intend that for purposes of any severance or termination benefit plan, program, policy, agreement or arrangement of Seller or any Seller Subsidiary, the transactions contemplated by this Agreement shall not constitute a severance of employment effective of any Business Employee prior to or upon the consummation of the transactions contemplated hereby, and that Business Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing. Nothing herein shall be construed as a representation or guarantee by Seller that any particular Business Employee will accept the offer of and employment from Purchaser or will continue in employment with Purchaser following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeClosing.

Offers of Employment. (1a) Effective on and after All Employees as of immediately before the Effective Time, the Purchaser will employ all of the Employees Closing who are not covered represented by the Collective Agreements (“Non-Union Employees”) a labor union and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees are governed by the Assumed CBAs shall become employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date; such employees are referred to herein collectively as the “Transferred Union Represented Employees”. At the Closing, Purchaser will assume the obligations with respect to the terms and conditions of employment of the Transferred Union Represented Employees provided by the Assumed CBAs accruing from and after the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, Sellers shall be responsible for those obligations accruing prior to the extent recognized by the Vendor, for all purposes. No later than or on the Closing Date, except that Purchaser shall assume the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees liabilities of the Vendor. The Purchaser will assume, accept the assignment of Sellers for (i) delinquent contributions (and continue to comply with the terms any penalties and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelinterest thereon) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence existing as of the Closing Date will become employees with respect to the Local 1199 MultiEmployer Plan to the extent that such Liabilities are included in the Final Fixed Amount (as finally agreed or determined in accordance with Section 3.6) and (ii) all accrued and unpaid vacation, sick days, holidays, personal days and other paid time off to which the Transferred Union Represented Employees are entitled under the Assumed CBAs, as part of the Fixed Assumed Liabilities referred to in Schedule 3.6(a) and subject to the adjustment provided by Section 3.6 to the extent all Fixed Assumed Liabilities exceed the Target Fixed Amount. The Sellers shall indemnify Purchaser, and Purchaser shall indemnify the Sellers, in accordance with Article XI from and against any Liabilities arising out of the obligations under the Assumed CBAs for which the other is not responsible in accordance with this Section 9.1(a). Purchaser and the Sellers shall cooperate with each other in entering into such instruments of assignment or agreements supplemental to the Assumed CBAs as shall be reasonably requested in order to give effect to the provisions of and following the Effective Timethis Article IX.

Offers of Employment. (1A) Effective The Buyer and the Sellers desire for each Eligible Employee to become an employee of the Buyer (or one of its Affiliates) on and after the Effective such employee’s respective Hire Time, assuming the Purchaser Buyer and such employee agree on the terms of employment prior to the Closing. As provided in Section 5(n)(iii), each Continued Employee will employ all become an employee of Buyer (or its designated Affiliate), (x) with respect to each Acquired Company Employee, on the Employees who are not covered by the Collective Agreements Closing Date and, (y) with respect to each Eligible Employee (a “Non-Union EmployeesSubsequent Continued Employee”) and whose names are listed on Schedule 5.01(1), on January 1, 2008. During the same terms period from the Closing until January 1, 2008, each Subsequent Continued Employee will continue to be employed by Xxxxxxx Transport or Terminal, as applicable, and conditions which are in effect as Sellers will make the services of such Subsequent Continued Employee available to the Effective Time for all hourly paid Buyer pursuant to the Employee Lease Agreement. The Sellers shall cause (i) each Continued Employee who is to be a party to either an Employment Agreement or a Non-Union Employees of Competition Agreement with the Vendor and, Buyer to execute and deliver at the Closing such agreements to the extent that written offers of employment have been provided to salaried Non-Union Employees of the VendorBuyer, on the same terms and conditions which are set out in with each such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment agreement being effective as of such Continued Employee’s Hire Time, and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor (ii) each Subsequent Continued Employee who do not receive written offers of employment is to be a party to either an Employment Agreement or a Non- Competition Agreement with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working Buyer to also execute and deliver at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to Closing a substantially similar agreement with Xxxxxxx Transport or Terminal, as applicable, with each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence agreement being effective as of the Closing Date will become employees of the Purchaser as of and following the Effective ending on such Subsequent Employee’s Hire Time.

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees close of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, business on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor Buyer shall offer at-will provide the Purchaser with employment to all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendoremployees listed on Exhibit K (which shall be updated through the Closing Date, subject to the Buyer’s reasonable approval thereof) who are in good standing on the Closing Date (each, a “Closing Date Employee”), contingent upon the Closing, for at least the same rate of base salary, wages and/or commissions and the same job position in effect immediately prior to the Closing. The Purchaser A Closing Date Employee will assumebecome an employee of Buyer (a “Transferred Employee”), accept if at all, on or as of: (1) the assignment Closing Date, if such Closing Date Employee is then actively at work; (2) the Closing Date, if such Closing Date Employee is absent from work on such date due to authorized vacation, jury duty or other authorized temporary leave of absence and continue returns to comply active employment following the end of the vacation or leave of absence or the completion of jury duty, as the case may be; or (3) the date such Closing Date Employee returns to active employment, in the case of a Closing Date Employee who, on the Closing Date, is absent from work due to maternity leave, military leave or long term disability with a right to return to his or her job, and who returns to active employment within the time required under the original terms and conditions set out applicable to such absence. Notwithstanding the foregoing, the Buyer shall not be obligated to hire any Closing Date Employee who fails to provide the Buyer documentation as required by applicable federal or state laws in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment connection with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting commencement of such notice conspicuously in employment or who fails to pass the workplace of such salaried NonBuyer’s pre-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeemployment background check.

Offers of Employment. No later than ten (110) Effective on and after Business Days following the Effective Timedate hereof (or such earlier time as is required by applicable Law), which period shall be reasonably extended with respect to the PH Employees to the extent Purchaser will employ all reasonably requires additional time to make offers to such employees (but shall be no later than fifteen (15) days prior to the Closing), Purchaser shall, or shall cause one of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1)its Affiliates to, make a written offer of employment, on the same terms and conditions which are in effect consistent with this Section 5.7 and applicable Law, to each Business Employee (other than any ARD Employee) who is not on an approved leave of absence, with each such offer effective as of, contingent upon the Closing and providing for employment commencing as of the Effective Time Closing. Notwithstanding the foregoing, for all hourly paid Non-Union Employees of the Vendor andeach Business Employee who is, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The , an Employee on Leave, Purchaser will recognize all past service of Non-Union Employees with shall offer employment per the Vendor and, if applicable, Predecessors of the Vendorterms required in this Section 5.7, to be effective upon such Employee on Leave’s return to active employment within the extent recognized by latest of (A) the Vendor, for all purposes. No later than date that is within six (6) months of the Closing Date; or (B) for any Employee on Leave outside the United States who is subject to statutory law which provides protections with regard to return to work, the Vendor will such longer period as may be required by applicable statutory law. Purchaser shall provide the Purchaser with all written template for each applicable offer letter to Seller in advance of delivering offers of employment with the Purchaser to any Business Employees and each such template shall be subject to Seller’s review and approval which have been extended to and accepted by salaried Non-Union Employees shall not be unreasonably withheld or delayed. Effective as of the VendorClosing, Seller and its Affiliates shall cease to employ any Business Employee. The Purchaser will assume, accept Seller agrees to take the assignment of and continue actions with respect to comply with the terms and conditions certain Business Employees set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelforth on Section 5.7(b)(ii) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeSeller Disclosure Schedules.

Offers of Employment. No later than five (15) Effective days prior to the Closing Date, Buyer shall provide to each Company Employee a written offer of employment with Buyer for the same or a comparable position and, other than any such employee who is on long-term disability or non-protected leave, reflecting terms consistent with this Section 5.10 and after with such offers to be contingent upon (i) the Effective TimeCompany Employee remaining employed by Seller until the Closing Date, (ii) the Purchaser will employ all consummation of the Employees who are not covered transaction contemplated by this Agreement and (iii) the Collective Agreements (“Non-Union Employees”) and whose names are listed Company Employee actually commencing employment with Buyer on Schedule 5.01(1)or, with respect to any Company Employee on the same terms and conditions which are in effect protected leave as of the Effective Time for all hourly paid Non-Union Employees of Closing Date, within three (3) months following the Vendor and, to the extent that written Closing Date. Each Company Employee who accepts such offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of actually commences employment with Buyer effective upon the Closing Date. The Purchaser will recognize all past service Date (or, in the case of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than a Company Employee not actively at work on the Closing Date, within three (3) months following the Vendor will provide Closing Date shall be considered “Transferred Employees”); provided, that each Transferred Employee who does not commence active employment with Buyer until after the Purchaser with all written offers Closing Date shall first be considered a Transferred Employee on such day of active employment (each respective Transferred Employee’s first day of employment with Buyer, the Purchaser which have been extended “Transfer Date”). To the extent that Buyer provides a written offer of employment to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to a Company Employee that does not comply with the terms required by this Section 5.10 and conditions set for that reason Seller incurs any severance obligations (including COBRA), Buyer shall indemnify and hold harmless Seller with respect to any such severance obligations arising out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Nonnon-Union Employeescompliant offer. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.(c)

Offers of Employment. The Buyer shall (1or shall cause an Affiliate to) Effective on and after offer to hire each Eligible Employee. The Buyer shall extend such offer within the Effective Time, thirty (30) day period immediately following the Purchaser will employ all date of this Agreement. Any such offer shall include the following terms: the employment shall be (v) effective as of the Closing Date, (w) on a full-time basis, if the relevant Eligible Employee had full-time status as of the Closing Date, or a part-time basis, if the relevant Eligible Employee had part-time status as of the Closing Date, (x) at base salaries or wages to each such Eligible Employees who are not covered by no less favorable than the Collective Agreements (“Non-Union Employees”) and whose names are listed base salaries or wages of such Eligible Employees as reflected on Schedule 5.01(15(n)(i), (y) with employee benefits (other than any equity-based or incentive compensation) through December 31, 2007 that are no less favorable in the aggregate than those provided to Eligible Employees immediately prior to Closing, and (z) at a location that does not require relocation by any of the Eligible Employees. In addition, Buyer (or an Affiliate of Buyer) will continue to retain the Acquired Company Employees on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, employment made available to the extent that written offers Eligible Employees pursuant to the immediately preceding sentence. The Buyer will give each Eligible Employee to whom an offer of employment have been provided is made no less than seven (7) business days from the date the offer is made to salaried Non-Union Employees accept or reject the employment offer. The Buyer shall notify Sellers of each Eligible Employee that has accepted or rejected the Vendor, on the same terms and conditions which are set out in such written offers offer of employment with the Purchaser which have been extended to as promptly as possible after such salaried Non-Union Employees of the Vendor indication, but in no event later than three (3) business days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser Buyer will, and will recognize all past service of Non-Union cause its applicable Affiliates to, evaluate and make hiring decisions with respect to the Eligible Employees in accordance with applicable Law. Nothing in this paragraph shall be construed to require the Vendor and, if applicable, Predecessors of Buyer to provide post retirement benefits to the VendorEligible Employees, to the extent recognized by the Vendorany of Sellers’ employees not accepting a position with Buyer or its Affiliates, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended or to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become currently retired former employees of the Purchaser as of and following the Effective TimeSellers.

Offers of Employment. Buyer shall cause the Operating Company to make offers of employment (1) Effective on and after the Effective Timeeach, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (an “Non-Union EmployeesEmployment Offer”) and whose names are to the employees of Seller listed on Schedule 5.01(1)6.05(a) (each, on the same terms and conditions which are in effect as of the Effective Time an “In-Scope Employee”) for all hourly paid Non-Union Employees of the Vendor and, a position substantially similar to the extent that written offers of employment have been provided to salaried Nonposition held by the In-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Scope Employee immediately prior to the Closing Date and which have been accepted by at a location that is no more than ten (10) miles from such salaried NonIn-Union Employees as Scope Employee’s principal place of employment on the Closing Date. The Purchaser will recognize all past service Such offers shall be extended at such times and effective as of Nonsuch dates as shall be determined by mutual agreement between Buyer and Seller (with each party acting in good faith to provide for such offers to be extended as soon as practicable on or following the Closing Date) (the actual date of hire of each In-Union Employees Scope Employee pursuant to such offers is hereinafter referred to as such In-Scope Employee’s “Hire Date”). Seller shall use its best efforts to assist Buyer in hiring the In-Scope Employees. In order to avoid any Liabilities to Seller or any of its Affiliates under the WARN Act with respect to any In-Scope Employees, the Vendor and, if applicable, Predecessors offer of the Vendor, employment by Buyer to the extent recognized by the Vendor, each In-Scope Employee shall provide for all purposes. No later than (i) a rate of base pay that is at least as favorable (in amount) as provided to such In-Scope Employee immediately prior to the Closing Date, and (ii) subject to the Vendor will provide provisions of Section 6.05(b), employee benefits under employee benefit plans that are no less favorable in the Purchaser with all written offers aggregate as those provided to similarly situated employees of employment with the Purchaser which have been extended to and Buyer. Any Employment Offer accepted by salaried Nonan In-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue Scope Employee shall be deemed to comply with the terms and conditions set out in all such offers of employment be effective as of and following the Effective Timeapplicable Hire Date. The Purchaser will notify those salaried NonIn-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Scope Employees who are not members accept an Employment Offer and become employees of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence Buyer as of the Closing applicable Hire Date will become employees are herein collectively referred to as the “Transferred Employees”. In the event that any In-Scope Employee rejects Buyer’s offer of employment pursuant to this Section 6.05(a), Seller shall terminate the employment of such In-Scope Employee as of the Purchaser applicable Hire Date. For the avoidance of doubt, the employment of each Transferred Employee with Seller and its Affiliates shall be deemed to have terminated effective as of the applicable Hire Date. Without limitation on Seller’s rights to reimbursement pursuant to Section 6.05(f)(iii), Seller will be solely responsible for and following shall pay out (and Buyer shall have no obligations whatsoever to assume any obligation therefor) all accrued wages and accrued and unused vacation pay, sick pay and all other accrued and vested benefits (including any severance amounts payable and any retiree medical benefits) to each Transferred Employee as of the Effective Timedate of termination of each Transferred Employee (“In-Scope Employee Termination Payments”). Seller shall be responsible for compliance with all Laws relating to the termination of each Transferred Employee.

Offers of Employment. Each Business Employee (1) Effective on and after the Effective Time, the Purchaser will employ all of the other than Business Employees who are on long-term disability) who is not covered an Automatic Transferred Employee is referred to herein as an “Offer Employee”. The Purchaser shall make, or shall cause an Affiliate to make, an offer of employment to such Offer Employee (which offer may be of at-will employment to the extent permitted by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1applicable Law), on at least fifteen (15) days prior to the same Applicable Closing Date (or such longer period required by applicable Law, the terms of any applicable Labor Contract or the Severance Obligations), with such employment to be effective as of the Applicable Closing Date. Any such offer of employment shall (i) comply with applicable Law, any applicable Labor Contract and this Section 5.10 and (ii) provide for such terms and conditions which of employment which, in the case of each Business Employee, are sufficient to avoid Severance Obligations. Each such Offer Employee who accepts such offer of employment from (and commences employment with) the Purchaser, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee”. Except as otherwise specifically provided in effect this Section 5.10 or to the extent required by applicable Law, effective as of the Effective Time for Applicable Closing Date (or such later date on which a Transferred Employee commences employment with the Purchaser), the Transferred Employees shall cease (x) all hourly paid Non-Union Employees active participation in and accrual of benefits under the Vendor andBusiness Benefit Plans, other than the Assumed Benefit Plans and (y) receiving payment of their wages from the Seller Group. If and to the extent that written offers any Business Employee who is on long-term disability as of the Applicable Closing Date but who would otherwise have been an Offer Employee is able to return to active employment within one hundred and eighty (180) days of the Applicable Closing Date (or any such longer period, if required by applicable Law), the Purchaser shall make such Business Employee an offer of employment have been as provided to salaried Non-Union Employees of above and, if accepted, such Business Employee will become a Transferred Employee from and after the Vendor, on the same terms and conditions which are set out in such written offers of date that his or her employment with the Purchaser which have been extended to commences as provided in such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeoffer.

Offers of Employment. (1) Effective on and after the Effective TimeSCHEDULE 8.5 lists, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for date hereof, all hourly paid Non-Union Employees persons (together with their respective titles, current salaries and vacation accrued through the date hereof) who are employees of the Vendor andSeller ("SELLER EMPLOYEES") (including those Seller Employees, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendorif any, on the same terms and conditions which are set out in such written offers sick leave, short-term or long-term disability, workers' compensation, vacation, leave of employment with the Purchaser which have been extended to such salaried Non-Union Employees absence or military leave of the Vendor prior to absence). SCHEDULE 8.5 will be updated on the Closing Date and which have been accepted will include any new Seller Employees who are hired after the date hereof (and consented to in writing by such salaried Non-Union Purchaser) and will not include any Seller Employees as of no longer then employed by Seller. Purchaser agrees to offer prior to or on the Closing DateDate employment to all Seller Employees listed on such updated SCHEDULE 8.5. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written Such offers of employment shall be on substantially the same economic terms as such employees receive from Seller on the date hereof with the Purchaser which have been extended respect to base salary and accepted by salaried Non-Union commissions or hourly rate, as applicable. All Seller Employees of the Vendor. The Purchaser will assume, who accept the assignment of and continue to comply with the terms and conditions set out in all such offers Purchaser's offer of employment effective are referred to hereinafter as of and following the Effective Time. The Purchaser will notify those salaried Non-Union "SELLER DESIGNATED EMPLOYEES." All Seller Employees of the Vendor who do not receive written offers of decline employment with the Purchaser (who, for greater certainty, will be those salaried Nonare referred to hereinafter as "NON-Union SELLER DESIGNATED EMPLOYEES." Any offers made pursuant thereto by Purchaser to Seller Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee on or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of before the Closing Date will become employees may be offers conditioned by Purchaser on consummation of the Purchaser as of and following the Effective Timetransactions contemplated hereby.

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all As of the Employees Closing Date, Buyer shall make offers of employment to each of the key management employees of Seller listed on Schedule 5.8(a)(i) who are not covered is employed by Seller on such date (the Collective Agreements “Selected Employees”). Such offers will include the requirement that such employees execute the Assignment of Invention, NonDisclosure and NonCompetition Agreement (the “Non-Union Competition Agreement”), in substantially the form attached as Exhibit C, as well as such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its reasonable efforts to enable Buyer to hire such Selected Employees. Two of Seller’s employees listed on Schedule 5.8(a)(ii) (the “Principal Employees”) shall be offered employment agreements, in substantially the form attached as Exhibit D, and whose names are listed on Schedule 5.01(1), on such employment agreements shall have a term of two (2) years. The salary to be offered to each such Principal Employee shall be commensurate with the same terms other executives and conditions which are management employees of Buyer in effect substantially similar positions and responsibilities as the position to be filled by such Selected Employee. Any incentive compensation of any Principal Employee shall be mutually agreed upon between Buyer and each Principal Employee. Such offers will include the Effective Time for all hourly paid requirement that such Principal Employees also execute the Non-Union Competition Agreement, in substantially the form attached hereto as Exhibit C, as well as execute such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees of the Vendor and, to the extent that written offers and Principal Employees who accept Buyer’s offer of employment have been provided shall be referred to salaried Non-Union Employees of the Vendoras “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor or prior to the Closing Date under applicable law under Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union Employees as disability arrangements, employment or severance agreements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Business and their dependents who are not Transferred Employees with and (iv) any fines, penalties or payments required under the Vendor andWARN Act, if applicable, Predecessors for all employees of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Business and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees dependents who are not members of Transferred Employees. Buyer shall use its reasonable efforts to ensure that any Transferred Employee shall become eligible to participate in Buyer’s Employee Benefit Plans or programs available for comparably situated employees and such Transferred Employee shall receive vacation in accordance with the registered pension plans listed on Schedule 6.01(1) Vacation and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeOther Leave Policy.

Offers of Employment. (1) Effective Except as otherwise pro- vided herein, on and or after the Effective TimeClosing Date, the Purchaser will employ Times Mirror shall offer employment to (or cause Shepard's to offer employment to or to continue to xxxxxx) all of the Shepard's Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor ac- tively employed imxxxxxxxxx prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor andShep- ard's, if applicable, Predecessors of the Vendor, subject to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out forth in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Nonthis Article 10A. In addition, each Shepard's Employee who is on an authorized leave ox xxxxxxx, short- or long-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoterm disability leave, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee worker's compensation leave or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory vacation leave of absence as of the Closing Date will become employees shall be offered employment with Times Mirror or Shepard's following the expiration of the Purchaser leave of absence xx the extent that McGraw-Hill or Shepard's was obligated to offer emxxxxxxxx xx sucx xxxxxxxes upon their return to work follow- ing such leave, subject to the terms and conditions set forth in this Article 10A. All persons who are offered employment in accordance with the terms of this Section 10A.01(a) and who are employed by Shepard's or Times Mirror on or after the Closing Xxxx xxx collectively referred to herein as the "Shepard's Transferred Employees." Notwithstanding xxxxxxxx contained herein to the contrary, on and after the Closing Date, Times Mirror and Shepard's shall have no obligation to employ each of Xxxxxxd's Employees identified on Schedule 10A.01(a)-1 and McGraw-Hill shall retain all responsibility for any obligatxxxx with respect to such employees. In addition, nothing contained in this Article 10A shall be construed to prevent, limit or re- strict in any way Times Mirror's right to terminate any Shep- ard's Transferred Employee following the Effective TimeClosing Date.

Offers of Employment. Buyer shall make offers of employment (1) Effective on and after the Effective Timeeach, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (an “Non-Union EmployeesEmployment Offer”) and whose names are to the employees of Seller listed on Schedule 5.01(1)6.05(a) (each, on the same terms and conditions which are in effect as of the Effective Time an “In-Scope Employee”) for all hourly paid Non-Union Employees of the Vendor and, a position substantially similar to the extent that written offers of employment have been provided to salaried Nonposition held by the In-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Scope Employee immediately prior to the Closing Date and which have been accepted by at a location that is no more than ten (10) miles from such salaried NonIn-Union Employees as Scope Employee’s principal place of employment on the Closing Date. The Purchaser will recognize all past service Such offers shall be extended at such times and effective as of Nonsuch dates as shall be determined by mutual agreement between Buyer and Seller (with each party acting in good faith to provide for such offers to be extended as soon as practicable on or following the Closing Date) (the actual date of hire of each In-Union Employees Scope Employee pursuant to such offers is hereinafter referred to as such In-Scope Employee’s “Hire Date”). Seller shall use its best efforts to assist Buyer in hiring the In-Scope Employees. In order to avoid any Liabilities to Seller or any of its Affiliates under the WARN Act with respect to any In-Scope Employees, the Vendor and, if applicable, Predecessors offer of the Vendor, employment by Buyer to the extent recognized by the Vendor, each In-Scope Employee shall provide for all purposes. No later than (i) a rate of base pay that is at least as favorable (in amount) as provided to such In-Scope Employee immediately prior to the Closing Date, and (ii) subject to the Vendor will provide provisions of Section 6.05(b), employee benefits under employee benefit plans that are no less favorable in the Purchaser with all written offers aggregate as those provided to similarly situated employees of employment with the Purchaser which have been extended to and Buyer. Any Employment Offer accepted by salaried Nonan In-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue Scope Employee shall be deemed to comply with the terms and conditions set out in all such offers of employment be effective as of and following the Effective Timeapplicable Hire Date. The Purchaser will notify those salaried NonIn-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Scope Employees who are not members accept an Employment Offer and become employees of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence Buyer as of the Closing applicable Hire Date will become employees are herein collectively referred to as the “Transferred Employees”. In the event that any In-Scope Employee rejects Buyer’s offer of employment pursuant to this Section 6.05(a), Seller shall terminate the employment of such In-Scope Employee as of the Purchaser applicable Hire Date. For the avoidance of doubt, the employment of each Transferred Employee with Seller and its Affiliates shall be deemed to have terminated effective as of the applicable Hire Date. Without limitation on Seller’s rights to reimbursement pursuant to Section 6.05(f)(iii), Seller will be solely responsible for and following shall pay out (and Buyer shall have no obligations whatsoever to assume any obligation therefor) all accrued wages and accrued and unused vacation pay, sick pay and all other accrued and vested benefits (including any severance amounts payable and any retiree medical benefits) to each Transferred Employee as of the Effective Timedate of termination of each Transferred Employee (“In-Scope Employee Termination Payments”). Seller shall be responsible for compliance with all Laws relating to the termination of each Transferred Employee.

Offers of Employment. Each Business Employee (1) Effective on and after the Effective Time, the Purchaser will employ all of the other than Business Employees who are on long-term disability or other long term leave of absence) who is not covered by the Collective Agreements an Automatic Transferred Employee is referred to herein as an “Offer Employee”. The Purchaser shall, or shall cause one of its Affiliates make an offer of employment to such Offer Employee (“Nonwhich offer may be of at-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, will employment to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendorpermitted by applicable Law), on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor at least fifteen (15) days prior to the anticipated Closing Date and which have been accepted (or such longer period as may be required by applicable Law, the terms of any applicable Labor Contract or the Severance Obligations), with such salaried Non-Union Employees employment to be effective as of the Closing Date. Any such offer of employment shall (i) comply with applicable Law, any applicable Labor Contract and this Section 5.10 and (ii) provide for terms and conditions of employment which, in the case of each Business Employee are sufficient to avoid Severance Obligations. Each such Offer Employee who accepts such offer of employment from the Purchaser, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee”. The Purchaser will recognize Seller shall retain all past service Liabilities with respect to any Offer Employee who does not accept an offer of Non-Union Employees employment that complies with the Vendor and, if applicable, Predecessors terms of the Vendor, this Agreement. Except as otherwise specifically provided in this Section 5.10 or to the extent recognized required by applicable Law, effective as of the Vendor, for all purposes. No later than day after the Closing Date, the Vendor will provide the Purchaser with all written offers of Date (or such later date on which a Transferred Employee commences employment with the Purchaser which have been extended Purchaser), the Transferred Employees shall cease (i) all active participation in and accrual of benefits under the Business Benefit Plans, other than any such plan that is sponsored, maintained, contributed to or required to be contributed to by the Transferred Entity and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelii) of the transition receiving payment of their employment wages from the Vendor Seller Group. If and to the Purchaser by notice provided to each such extent that any Business Employee who is on long-term disability or by the posting of such notice conspicuously in the workplace of such salaried Nonother long-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory term leave of absence as of the Closing Date but who would otherwise have been an Offer Employee is able to return to active employment within 180 days of the Closing Date, the Purchaser shall make such Business Employee an offer of employment as provided above and, if accepted, such Business Employee will become employees of a Transferred Employee from and after the date that his or her employment with the Purchaser or any of its Affiliates commences as of and following the Effective Timeprovided in such offer.

Offers of Employment. On the Separation Closing Date, the employees -------------------- of American listed in Appendix C attached hereto and made a part hereof (1the "Tower Employees") Effective on and after shall be offered full-time employment by American Tower or one of its Subsidiaries; provided, however, that such employees shall also remain employees of American until the Effective Time, the Purchaser will employ all and American Tower hereby covenants and agrees to cause such Tower Employees to provide American management services to enable American to fulfill its obligations under Section 6.10(i) of the Merger Agreement. Effective immediately prior to the earlier to occur of the Tower Merger Effective Time and the Effective Time, American Tower shall assume all obligations arising under any Plan or Benefit Arrangement between American or any of its Subsidiaries and the Tower Employees who other than the rights, if any, of the Tower Employees with respect to the American Options (which are not covered being satisfied by American as provided in Section 7.8 of the Collective Agreements (“Non-Union Employees”Merger Agreement) and whose names are listed on Schedule 5.01(1)all existing rights to indemnification. American Tower shall indemnify American and its Subsidiaries, on the same terms and conditions which are in effect effective as of the earlier to occur of the Tower Merger Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees , from all obligations arising under such employment agreements or arrangements (except in respect of the Vendor who do not receive written offers American Options and all existing rights to indemnification). For a period of employment with eighteen (18) months following the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees consummation of the Vendor working at the plant level) Merger, American Tower covenants and agrees that no member of the transition American Tower Group shall actively solicit or seek to hire any employees of their employment from the Vendor to the Purchaser by notice provided to each such Employee American or by the posting of such notice conspicuously its Subsidiaries not currently engaged in the workplace of Tower Business, other than the Tower Employees, it being understood and agreed that such salaried Non-Union Employees. All Non-Union Employees who are agreement shall not be deemed to prevent members of the registered pension plans listed American Tower Group from placing general advertisements in publications or on Schedule 6.01(1the Internet or soliciting any such employee who (a) and who are on any approved or statutory leave of absence as initiates employment discussions with a member of the Closing Date will become employees American Tower Group or (b) is not employed by American or CBS or any of their respective Subsidiaries on the Purchaser as of and following the Effective Timedate such a member first solicits such employee.

Offers of Employment. (1Each employee of Seller and the Purchased Subsidiaries who is primarily employed with respect to the Business, including those set forth in Section 7.11(a)(i) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are Disclosure Letter (but not covered by including those set forth in Section 7.11(a)(ii) of the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1Disclosure Letter), on is herein referred to as a “Business Employee” and collectively as the same terms and conditions which are in effect as “Business Employees.” Seller shall promptly update the information required to be provided under Section 5.15 of the Effective Time for Disclosure Letter to reflect any and all hourly paid Non-Union Employees of the Vendor and, employment or service hirings or terminations occurring prior to the extent that written offers of employment have been provided to salaried Non-Union Employees of the VendorClosing Date, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended final such update to such salaried Non-Union Employees of the Vendor occur no later than five (5) Business Days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as (it being understood that Seller will inform Purchaser in writing of the termination of employment or services of a Business Employee following the date hereof). As of the Closing Date. The , Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors or a member of the Vendor, Purchaser Group shall cause each of the Purchased Subsidiaries to the extent recognized by the Vendor, for continue to employ all purposesof its Business Employees. No later than At least five (5) days prior to the Closing Date, the Vendor will provide Purchaser or a member of the Purchaser with all written offers of Group shall offer employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees to each Business Employee who is not employed by a Purchased Subsidiary in accordance with the terms of this Agreement and as may be required to comply with applicable Law. Each Business Employee employed by the Purchased Subsidiaries and each Business Employee who accepts the offer of employment from Purchaser or a member of the Purchaser Group shall be referred to herein as a “Transferred Employee.” Unless a written acceptance of an offer of employment is required by applicable Law, a Business Employee who received an offer of employment from Purchaser or its Affiliate, is actively at work with Purchaser or a member of the Purchaser Group as of the Closing Date and continues employment shall be deemed to have accepted the offer of employment from Purchaser or one of its Affiliates, unless such employee specifically declines such offer of employment. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by Purchaser. Purchaser shall, at its sole expense, use its commercially reasonable efforts to secure the prompt transfer of employment of Business Employees in compliance with all applicable immigration Laws (including transfer of any H1-B visas or similar employer sponsored work permits), and Seller shall reasonably cooperate with Purchaser in such efforts. Neither Purchaser nor any of its Affiliates shall be obligated, however, to continue to employ any Business Employee for any specific period of time following the Effective TimeClosing Date, subject to applicable Law.

Offers of Employment. (1) Effective on and after the Effective Time, the The Purchaser will employ all shall offer employment effective as of the Closing Date to all Employees who are not covered by of the Collective Agreements (“Non-Union Employees”) and whose names are listed Business on Schedule 5.01(1), on the same terms and conditions which (a) for Employees whose employment is governed by a collective agreement, are in effect as accordance with that collective agreement; and (b) for Employees whose employment is not governed by a collective agreement, are no less favourable in the aggregate to those under which such Employees are currently employed in terms of the Effective Time for all hourly paid Non-Union title, compensation, benefits, hours of work and location, and with duties and reporting relationships that are comparable to those enjoyed by such Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor immediately prior to the Closing Date Date. So long as the Purchaser satisfies its obligations under the preceding sentence, (i) in respect of Employees whose employment is not covered by a collective agreement, or in respect of Employees whose employment is covered by a collective agreement but where a defined benefit pension plan is not required to be provided pursuant to the terms of such collective agreement or the Purchaser’s obligations as successor employer of such unionized Employees, the Purchaser shall not be required to provide or extend a defined benefit pension plan to such Employees and which have been accepted by such salaried Non-Union (ii) in respect of Employees as who participate in MFI’s long term incentive plan (“LTIP”), nothing shall obligate the Purchaser to adopt any equity based compensation plan for the benefit of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Transferred Employees. All Non-Union Notwithstanding the foregoing, in respect of Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory an authorized leave of absence as of the Closing Date Date, provided and conditional upon such Employee being cleared and fit to return to work (including modified work with accommodation) within eighteen (18) months after the Closing Date, the Purchaser shall offer employment at such time as the Employee is cleared and fit to return to work and the date upon which such Employee returns to work shall be the effective date of employment with the Purchaser. The Purchaser shall provide MFI with a copy of the form of the offers of employment it intends to deliver to the Employees and the Purchaser shall in good faith consider the comments of MFI on such form of offer of employment. MFI will become employees render commercially reasonable assistance to encourage the Employees to accept the offers of employment. The Purchaser shall recognize the past service of Transferred Employees with MFI for all purposes other than for the purposes of benefit accrual under any pension or employee benefit plan of the Purchaser (except as may be expressly agreed to by the Parties pursuant to an EPBA). For a period until the earlier of (a) the expiration of the term of the applicable collective agreement and (b) 12 months following the Effective TimeClosing Date, the Purchaser shall provide each Transferred Employee with (i) a base salary or wage rate, and (ii) incentive or bonus pay programs that are in the aggregate no less favourable than those provided immediately prior to the Closing Date. No provision in this Section 11.1 shall give any Transferred Employee any right to continued employment or impair in any way the right of the Purchaser to terminate the employment of any Transferred Employee. From and after the Closing Date, the Purchaser agrees to comply with all Applicable Laws with respect to the termination of employment of any Transferred Employee.

Offers of Employment. No later than two (2) business days prior to the date on which it is anticipated that the Closing will occur, Buyer shall make offers of employment to each of the key management employees of Seller listed on Schedule 5.12(a) who is employed by Seller on such date (the “Selected Employees”). Selected Employees shall be offered employment agreements, in substantially the form attached as Exhibit D, and such employment agreement shall have a term of ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. at least one (1) Effective on year. The salary to be offered to each such Selected Employee shall be commensurate with the other executives and after management employees of Buyer in substantially similar positions and responsibilities as the Effective Timeposition to be filled by such Selected Employee. Any incentive compensation of any Selected Employee shall be mutually agreed upon among Buyer and each Selected Employee. Such offers will include the requirement that such employees execute the Non-Competition Agreement, in substantially the Purchaser will employ all form attached as Exhibit C as well as such agreements or complete such other activities as any new employee of the Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers accept Buyer’s offer of employment have been provided shall be referred to salaried Non-Union Employees of the Vendoras “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor or prior to the Closing Date under applicable law under Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union disability arrangements, employment or severance agreements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Business and their dependents who are not Transferred Employees as and (iv) any fines, penalties or payments required under the WARN Act, if applicable, for all employees of the Business and their dependents who are not Transferred Employees, unless a claim related to the WARN Act arises out of or results from any action or inaction of Buyer after the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, Any Transferred Employee shall become eligible to the extent recognized by the Vendor, participate in Buyer’s employee benefit programs available for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timecomparably situated employees.

Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date. The , (i) Purchaser will recognize shall make and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all past service Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Non-Union Employees with Purchaser’s business needs following the Vendor and, if applicable, Predecessors Closing Date both in terms of the Vendortransactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to Assignor, who shall provide to HSBC, within thirty (30) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer (x) is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by an HSBC Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the Vendor, for all purposes. No HSBC Sellers or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, or (y) is one of the Vendor will provide financial advisors listed on Schedule 9.1(y), he or she shall terminate employment with the HSBC Sellers or one of their respective Affiliates, and shall commence active employment with Purchaser, at a date prior to the Closing Date, as set forth on Schedule 9.1(y); and, for purposes of this Agreement, each such Employee referenced in clauses (x) and (y) shall become a Transferred Business Employee as of the date that active employment with Purchaser commences and, to the extent applicable, references in this Section 9.1 to the “Closing Date” shall relate to the date on which active employment commences. Those Business Employees and Affiliated Employees who do not accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Employees shall be provided by the Purchaser with all written offers an aggregate annual amount of employment with paid time-off under the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as equal to such Transferred Employee’s current aggregate annual amount of paid time off, which, for clarity, takes into account and following grandfathers all service with the Effective TimeHSBC Sellers and their Affiliates (including vacation time, personal time and sick time); provided that the Purchaser may allocate such aggregate annual amount of paid time off in a manner consistent with the policies of the Purchaser.

Offers of Employment. (1a) Effective on and after the Effective Time, the Purchaser will employ all As of the Employees Closing Date, Seller shall cause each Business Employee who are not covered is employed in the United States (including its unincorporated territories) to be employed by a Transferred Entity. Not later than ten (10) days prior to the anticipated Closing Date as reasonably agreed by the Collective Agreements parties (the “Non-Union EmployeesAnticipated Closing Date”), Seller shall provide Purchaser updates to Section 1.01(a)(ii) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as Section 1.01(b) of the Effective Time for all hourly paid NonSeller Disclosure Letter setting forth in a non-Union anonymized fashion the then-current Business Employees and Deferred Transfer Employees. Purchaser and Seller may mutually agree to revise Section 1.01(a)(ii) and Section 1.01(b) of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Seller Disclosure Letter prior to the Closing Date. Prior to the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, offer employment to each Business Employee listed on the then-current Section 1.01(a)(ii) of the Seller Disclosure Letter, with the exception of any Employees who are employed by a Transferred Entity (the “Offer Employees”). All offers of employment will be contingent upon execution of Purchaser’s customary assignment of inventions, work made for hire, non-disclosure, non-solicitation and non-competition agreements. Any offers of employment made to Offer Employees who are anticipated to be Actively at Work on the Closing Date and which have been accepted by such salaried Non-Union Employees shall provide for employment with Purchaser or an Affiliate of Purchaser to commence effective as of 12:00 A.M., local time, on the Closing Date. The Any offer of employment made to an Offer Employee who is not anticipated to be Actively at Work on the Closing Date (an “Inactive Employee”) shall provide for employment with Purchaser will recognize all past service or an Affiliate of Non-Union Purchaser to commence effective as of 12:00 A.M., local time, on the date the Inactive Employee becomes available to return to work and shall be conditioned on the Inactive Employee becoming available to return to work within one hundred and eighty (180) days of the Closing Date or within such longer time as may be required by applicable Law or Labor Contract. Notwithstanding anything herein to the contrary, any offers of employment made to Deferred Transfer Employees shall be governed by the Transition Services Agreement. All offers of employment shall be made in accordance with the Vendor and, if applicable, Predecessors applicable provisions of this Section 7.01 and the Vendor, Transition Services Agreement. Not later than five (5) days prior to the extent recognized by the Vendor, for all purposes. No later than the Anticipated Closing Date, Seller shall provide Purchaser non-anonymized updates to Section 1.01(a)(ii) and Section 1.01(b) of the Vendor will provide Seller Disclosure Letter. Each Offer Employee who accepts Purchaser’s or one of its Affiliate’s offer of employment and whose employment with Purchaser or one of its Affiliates commences pursuant to this Agreement or the Transition Services Agreement, together with each Business Employee employed by a Transferred Entity shall be referred to herein as a “Transferred Employee” and the date on which any such Transferred Employee commences employment with Purchaser or one of its Affiliates shall be referred to herein as the Transferred Employee’s “Transfer Date.” An Offer Employee (other than an Inactive Employee) who arrives at his or her then applicable place of employment in the Business on the Closing Date shall be deemed for all purposes of this Agreement to have accepted Purchaser’s or one of its Affiliate’s 101 offer of employment for all purposes of this Agreement. An Inactive Employee who arrives at his or her then applicable place of employment in the Business in accordance with an offer made to such Inactive Employee pursuant this Section 7.01(a) shall be deemed for all written purposes of this Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Agreement. Offers pursuant to this Section 7.01(a) shall be on terms and conditions consistent with Section 7.01(b), be at a location not more than twenty-five (25) miles from such Offer Employee’s principal place of employment immediately prior to the Closing, and otherwise comply in all respects with such applicable Law (including with respect to compensation and benefits) and may, if Seller reasonably requests, make employment contingent upon the Transferred Employee’s waiver of any and all claims or right to severance in connection with the transfer of employment subject to applicable law; provided, however, that all offers of employment with the Purchaser which have been extended to Offer Employees whose terms and accepted conditions of employment are governed by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of a Labor Contract shall be in accordance and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeapplicable Labor Contract.

Offers of Employment. (1) Effective on and after On the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than Business Day immediately following the Closing Date, the Vendor will provide the Purchaser with all written offers shall, or shall cause one or more of its Affiliates to, offer employment with Purchaser or one of its Affiliates to each Employee in a Comparable Position on the Purchaser terms set forth in this Article VII, which have been extended offer (except with respect to and any Leave Employees) must be accepted by salaried Non-Union Employees the Employee on or prior to April 29, 2022. Such employment with Purchaser or one of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective its Affiliates shall commence as of and following May 1, 2022 (the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who“Transfer Date”), or, for greater certainty, will be those salaried Non-Union Employees of the Vendor working each Employee who is not actively at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence work as of the Closing Date will become employees and returns to active employment within six months after the Closing Date (“Leave Employees”), the date that such Employee presents himself or herself to Purchaser or one of its Affiliates for active employment following the Closing Date. Any Employee who accepts Purchaser’s or its Affiliates’ offer of employment, and is therefore hired by Purchaser or one of its Affiliates in accordance with this Section 7.02, shall be referred to as a “Transferred Employee.” Purchaser and its Affiliates shall be responsible for, and compensate and reimburse Seller and its Affiliates for all Liabilities as between Seller and Purchaser in respect of Transferred Employees with respect to services performed after the Closing Date and prior to the Transfer Date, and Purchaser shall treat each Transferred Employee for purposes of this Agreement as if such Transferred Employee had commenced employment with Purchaser or one of its Affiliates as of the day immediately following the Closing Date so as to allow Seller, Purchaser and their respective Affiliates to be in the same economic position as if the Transferred Employees had commenced employment with Purchaser or one of its Affiliates as of and the day immediately following the Effective TimeClosing Date; provided that, for the avoidance of doubt, Seller and its Affiliates shall be solely responsible for payout of any accrued but unused vacation and other paid time off and severance pay in connection with the termination of any Transferred Employee’s employment with Seller and its Affiliates on or prior to the day immediately prior to the Transfer Date. Nothing herein shall be construed as a representation or guarantee by Seller or its Affiliates that any Employee will accept the offer of employment from Purchaser or one of its Affiliates, or will continue in employment with Purchaser or one of its Affiliates following the Closing. Further, nothing herein shall be construed to limit in any way the ability of Purchaser or any of its Affiliates to terminate the employment of any Transferred Employee at any time following the Closing Date and for any reason.

Offers of Employment. (1a) Effective on and after the Effective Time, the Purchaser will employ all As of the Employees Closing Date, Seller shall cause each Business Employee who are not covered is employed in the United States (including its unincorporated territories) to be employed by a Transferred Entity. Not later than ten (10) days prior to the anticipated Closing Date as reasonably agreed by the Collective Agreements parties (the “Non-Union EmployeesAnticipated Closing Date”), Seller shall provide Purchaser updates to Section 1.01(a)(ii) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as Section 1.01(b) of the Effective Time for all hourly paid NonSeller Disclosure Letter setting forth in a non-Union anonymized fashion the then-current Business Employees and Deferred Transfer Employees. Purchaser and Seller may mutually agree to revise Section 1.01(a)(ii) and Section 1.01(b) of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Seller Disclosure Letter prior to the Closing Date. Prior to the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, offer employment to each Business Employee listed on the then-current Section 1.01(a)(ii) of the Seller Disclosure Letter, with the exception of any Employees who are employed by a Transferred Entity (the “Offer Employees”). All offers of employment will be contingent upon execution of Purchaser’s customary assignment of inventions, work made for hire, non-disclosure, non-solicitation and non-competition agreements. Any offers of employment made to Offer Employees who are anticipated to be Actively at Work on the Closing Date and which have been accepted by such salaried Non-Union Employees shall provide for employment with Purchaser or an Affiliate of Purchaser to commence effective as of 12:00 A.M., local time, on the Closing Date. The Any offer of employment made to an Offer Employee who is not anticipated to be Actively at Work on the Closing Date (an “Inactive Employee”) shall provide for employment with Purchaser will recognize all past service or an Affiliate of Non-Union Purchaser to commence effective as of 12:00 A.M., local time, on the date the Inactive Employee becomes available to return to work and shall be conditioned on the Inactive Employee becoming available to return to work within one hundred and eighty (180) days of the Closing Date or within such longer time as may be required by applicable Law or Labor Contract. Notwithstanding anything herein to the contrary, any offers of employment made to Deferred Transfer Employees shall be governed by the Transition Services Agreement. All offers of employment shall be made in accordance with the Vendor and, if applicable, Predecessors applicable provisions of this Section 7.01 and the Vendor, Transition Services Agreement. Not later than five (5) days prior to the extent recognized by the Vendor, for all purposes. No later than the Anticipated Closing Date, Seller shall provide Purchaser non-anonymized updates to Section 1.01(a)(ii) and Section 1.01(b) of the Vendor will provide Seller Disclosure Letter. Each Offer Employee who accepts Purchaser’s or one of its Affiliate’s offer of employment and whose employment with Purchaser or one of its Affiliates commences pursuant to this Agreement or the Transition Services Agreement, together with each Business Employee employed by a Transferred Entity shall be referred to herein as a “Transferred Employee” and the date on which any such Transferred Employee commences employment with Purchaser or one of its Affiliates shall be referred to herein as the Transferred Employee’s “Transfer Date.” An Offer Employee (other than an Inactive Employee) who arrives at his or her then applicable place of employment in the Business on the Closing Date shall be deemed for all purposes of this Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Agreement. An Inactive Employee who arrives at his or her then applicable place of employment in the Business in accordance with an offer made to such Inactive Employee pursuant this Section 7.01(a) shall be deemed for all written purposes of this Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Agreement. Offers pursuant to this Section 7.01(a) shall be on terms and conditions consistent with Section 7.01(b), be at a location not more than twenty-five (25) miles from such Offer Employee’s principal place of employment immediately prior to the Closing, and otherwise comply in all respects with such applicable Law (including with respect to compensation and benefits) and may, if Seller reasonably requests, make employment contingent upon the Transferred Employee’s waiver of any and all claims or right to severance in connection with the transfer of employment subject to applicable law; provided, however, that all offers of employment with the Purchaser which have been extended to Offer Employees whose terms and accepted conditions of employment are governed by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of a Labor Contract shall be in accordance and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeapplicable Labor Contract.

Offers of Employment. (1) Effective Prior to the Closing, Buyer shall offer employment, contingent on and after the Effective TimeClosing, the Purchaser will employ all to each of the Employees identified by Buyer on Schedule 5.7(a) (such Schedule 5.7(a) may be updated by Buyer at any time prior to the date three (3) days prior to the Closing) and who are still employed by Seller or a Subsidiary of Seller on the day immediately preceding the Closing Date, such employment to commence on the Closing Date on terms that will provide such Employees salaries not less than their current base salaries with Seller and that will include customary medical insurance, health and other benefits customarily provided by Parent to its employees generally on a non-discriminatory basis. With respect to certain Employees identified on Schedule 5.7(a), such offer of employment will include vacation eligibility on the terms identified for such Employee on Schedule 5.7(a), rather than on Buyer's standard terms for similarly situated personnel. Seller shall, and shall cause its officers, to cooperate with Parent and Buyer in connection with their good faith efforts to hire the Employees listed on Schedule 5.7(a), including, without limitation, allowing representatives of Parent and Buyer reasonable access during normal business hours to meet with and distribute to such Employees such forms and other documents relating to their proposed employment with Parent or Buyer, provided such access does not unreasonably interfere with Seller's conduct of the Business. Immediately prior to the Closing Date, Seller shall transfer or terminate all Employees employed at the Facility who have not been identified on Schedule 5.7(a) or otherwise hired by Parent or Buyer. Seller shall be solely liable for all (i) Employment Liabilities and other Liabilities, if any, of Seller to any and all Employees who do not accept employment with Buyer and (iii) all Liabilities for severance and other costs, including without limitation, employment-related Liabilities and other obligations related to transfers and terminations of Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(15.7(a) or have not otherwise been hired by Parent or Buyer (the "Termination Liabilities"); provided, on however, that Buyer shall be liable for the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Termination Liabilities with respect to Transferred Employees of the Vendor and, but only to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who Termination Liabilities are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeAssumed Employment Liabilities.

Offers of Employment. Effective on the Closing Date, Purchaser shall offer to employ each Employee identified on SCHEDULE 3.16.1, as amended by the Final List, for one (1) Effective on and year after the Effective Time, the Closing Date (which employment shall be terminable by Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1during that year only for cause), on for cash compensation in an amount that is at least as favorable as such Employee's cash compensation immediately prior to the same terms and conditions which are in effect Closing (for those Employees employed as of the Effective Time for all hourly paid Non-Union Employees Date, as set forth in SCHEDULE 3.16.1, with such changes as may be agreed upon in writing by Sellers and Purchasers), together with such other benefits and terms and conditions of employment as are substantially equivalent to those enjoyed by such Employee immediately prior to the Vendor Closing and, to the extent that written offers not inconsistent with the foregoing, on Purchaser's standard terms, conditions and policies of employment have been provided and the terms of this Agreement. Purchaser shall not require any Employee hired by Purchaser to salaried Non-Union Employees relocate from the Dallas metropolitan area during the first year after the Closing Date. Acceptance of such offer by an Employee shall include a release by the Vendor, on the same terms and conditions which are set out in such written offers Employee of employment with the any claims against Sellers or Purchaser which have been extended to such salaried Non-Union Employees of the Vendor for any compensation for services rendered prior to the Closing Date or relating to the termination of their employment by Sellers, including without limitation for severance pay (but excluding any accrued but unused vacation and personal time off which have been accepted shall be added by Purchaser to all vacation and personal time off such Employee would be entitled to as an employee of Purchaser), execution of an invention assignment agreement and consent by such salaried Non-Union Employee to the release of his or her personnel file to Purchaser. Such offers of employment as may be extended by Purchaser to Employees will be on the same basis of time commitment (full or part time) as of such Employee was employed by Sellers immediately prior to the Closing Date; provided, however, that such offer of employment with respect to those Employees who are on a workers' compensation-related or disability leave or a Family Medical Leave Act leave shall be conditioned upon their return from such leave in accordance with Sellers' leave of absence policy. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than Effective on the Closing Date, the Vendor will provide the Purchaser with all written offers of Sellers shall notify each Employee in a writing reasonably satisfactory to Purchaser, that such Employee's employment with the Purchaser which have Sellers has been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeterminated.

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ The Buyer’s Manager shall extend offers of employment to all of the Employees who employees of the Sellers, the Health Center Operator or any of their Affiliates that are not covered by working at the Facility and that are subject to the Collective Bargaining Agreements (“Non-Union CBA Employees”) pursuant to the terms and whose names provisions of the new collective bargaining agreement attached hereto as Exhibit D (the “New CBA”). The Buyer’s Manager shall extend offers of employment to substantially all of the employees of the Sellers, the Health Center Operator or any of their Affiliates that are listed working at or leased to the Facility and that are not subject to the Collective Bargaining Agreements (the “Non-CBA Employees”, and together with the CBA Employees, the “Eligible Employees”) which offers shall be subject to post-closing background checks, pre-closing drug testing, license verifications and, in the case of Non-CBA Employees, customary and reasonable employment policies. Buyer’s Manager shall extend offers of employment to and retain at least that number of employees as shall be necessary for Sellers to avoid liability under the WARN Act. All such offers made to Non-CBA Employees will be on Schedule 5.01(1)an “at will” basis, on and at substantially the same terms salary or wage level, bonus opportunity, benefits and conditions which are in effect of employment. The Sellers shall terminate the employment of all Eligible Employees who accept the Buyer’s Manager offer of employment (each Eligible Employee accepting the Buyer’s manager and/or lessee’s offer of employment being hereinafter referred to as of a “Transferred Employee”) immediately prior to the Effective Time Closing Date, and Sellers shall pay all compensation due to the Transferred Employees prior to the Closing Date, including all salaries, wages, unemployment taxes, FICA taxes and withholding taxes, but excluding all accrued (vested or unvested) vacation, personal time, time-off, holiday or sick leave for all hourly paid Non-Union the Transferred Employees of the Vendor and, to the extent that written offers of employment have been provided Buyer has received a credit therefor against the Purchase Price pursuant to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing DateSection 2.6(b). The Purchaser will recognize Sellers shall be responsible for all past service of Non-Union Employees with the Vendor andseverance liability, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendorany, for all purposes. No later than the Closing Datethose employees that are not Transferred Employees and those Transferred Employees that fail, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who or do not receive written offers of employment with the Purchaser (whosatisfactory, for greater certaintypost-closing background checks, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee drug tests or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timelicense verifications.

Offers of Employment. At least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor days prior to the Closing Date, Purchaser shall offer employment to each Business Employee (including each Business Employee who is not actively at work on the Closing Date due to a leave of absence (including vacation, holiday, sick leave, maternity or paternity leave, military leave, jury duty, bereavement leave, injury or short-term disability, but other than long-term disability)), on terms and which have been accepted by conditions consistent with Purchaser’s covenants set forth in this Section 5.12 and applicable Law, with such salaried Non-Union Employees employment to be effective as of 12:01 a.m. on the Closing Date. The Purchaser will recognize all past service Each Business Employee who accepts an offer of Non-Union Employees with employment from Purchaser, including the Vendor andoffers described in Section 5.12(b), if applicable, Predecessors is referred to herein as a “Transferred Employee” as of the Vendoreffective date of such acceptance. Subject to Section 5.12(b), to the extent recognized by the Vendor, for all purposes. No later than effective as of 12:01 a.m. on the Closing Date, Seller and the Vendor will provide Selling Subsidiaries shall terminate the employment of all Business Employees. Purchaser with shall be solely responsible for, and shall indemnify and hold harmless Seller and the Selling Subsidiaries from, all written offers liabilities, obligations and commitments that may result in respect of claims for severance or other separation benefits (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) arising out of, relating to or in connection with the Purchaser which have been extended (i) Purchaser’s failure to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue offer employment to comply any Business Employee on terms consistent with the terms and conditions set out in all such offers this Section 5.12 or (ii) Purchaser’s termination of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such any Transferred Employee on or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed after 12:01 a.m. on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date). Seller and the Selling Subsidiaries shall be solely responsible for, and shall indemnify and hold harmless Purchaser as from, all liabilities, obligations and commitments that may result in respect of and following claims for severance or other separation benefits (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) arising out of, relating to or in connection with Seller’s termination of employment of any Business Employee before 12.01 a.m. on the Effective TimeClosing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date).

Offers of Employment. (1a) Effective on Not later than seventy (70) days prior to the anticipated Closing Date as reasonably agreed by the parties (the “Anticipated Closing Date”), Seller shall provide Purchaser updates to Section 1.01(a)(ii) and after the Effective Time, the Purchaser will employ all Section 1.01(b) of the Seller Disclosure Letter setting forth in a non-anonymized fashion the then-current Business Employees and Deferred Transfer Employees. Purchaser and Seller may mutually agree to revise Section 1.01(a)(ii) and Section 1.01(b) of the Seller Disclosure Letter within five (5) days of receipt of such updated lists. Not later than ten (10) days following Purchaser’s receipt of such updated lists, Purchaser shall, or shall cause one of its Affiliates to, offer employment to each Business Employee listed on the then-current Section 1.01(a)(ii) of the Seller Disclosure Letter, with the exception of any Automatic Transfer Employees and any Employees who are not covered employed by a Transferred Entity (the Collective Agreements (“Non-Union Offer Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written . All offers of employment have been provided to salaried Nonwill be contingent upon execution of Purchaser’s customary assignment of inventions, work made for hire, non-Union Employees of the Vendordisclosure, on the same terms non-solicitation and conditions which are set out in such written non-competition agreements. Any offers of employment with the Purchaser which have been extended made to such salaried Non-Union Offer Employees of the Vendor prior who are anticipated to be Actively at Work on the Closing Date and which have been accepted by such salaried Non-Union Employees shall provide for employment with Purchaser or an Affiliate of Purchaser to commence effective as of 12:00 A.M., local time, on the Closing Date. The Any offer of employment made to an Offer Employee who is not anticipated to be Actively at Work on the Closing Date (an “Inactive Employee”) shall provide for employment with Purchaser will recognize all past service or an Affiliate of Non-Union Purchaser to commence effective as of 12:00 A.M., local time, on the date the Inactive Employee becomes available to return to work and shall be conditioned on the Inactive Employee becoming available to return to work within one hundred and eighty (180) days of the Closing Date or within such longer time as may be required by applicable Law or Labor Contract. Notwithstanding anything herein to the contrary, any offers of employment made to Deferred Transfer Employees shall be governed by the Transition Services Agreement. All offers of employment shall be made in accordance with the Vendor and, if applicable, Predecessors applicable provisions of this Section 7.01 and the Vendor, Transition Services Agreement. Not later than ten (10) days prior to the extent recognized by the Vendor, for all purposes. No later than the Anticipated Closing Date, Seller shall provide Purchaser non- anonymized updates to Section 1.01(a)(ii) and Section 1.01(b) of the Vendor will provide Seller Disclosure Letter. Each Offer Employee who accepts Purchaser’s or one of its Affiliate’s offer of employment and whose employment with Purchaser or one of its Affiliates commences pursuant to this Agreement or the Transition Services Agreement, together with each Business Employee employed by a Transferred Entity, along with each Automatic Transfer Employee, shall be referred to herein as a “Transferred Employee” and the date on which any such Transferred Employee commences employment with Purchaser or one of its Affiliates shall be referred to herein as the Transferred Employee’s “Transfer Date.” An Offer Employee (other than an Inactive Employee) who arrives at his or her then applicable place of employment in the Business on the Closing Date shall be deemed for all purposes of this Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Agreement. An Inactive Employee who arrives at his or her then applicable place of employment in the Business in accordance with an offer made to such Inactive Employee pursuant this Section 7.01(a) shall be deemed for all written purposes of this Agreement to have accepted Purchaser’s or one of its Affiliate’s offer of employment for all purposes of this Agreement. Offers pursuant to this Section 7.01(a) shall be on terms and conditions consistent with Section 7.01(c), be at a location not more than twenty-five (25) miles from such Offer Employee’s principal place of employment immediately prior to the Closing, and otherwise comply in all respects with such applicable Law (including with respect to compensation and benefits) and may, if Seller reasonably requests, make employment contingent upon the Transferred Employee’s waiver of any and all claims or right to severance in connection with the transfer of employment subject to applicable law; provided, however, that all offers of employment with the Purchaser which have been extended to Offer Employees whose terms and accepted conditions of employment are governed by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of a Labor Contract shall be in accordance and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeapplicable Labor Contract.

Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date. The , (i) Purchaser will recognize shall make and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all past service Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Non-Union Employees with Purchaser’s business needs following the Vendor and, if applicable, Predecessors Closing Date both in terms of the Vendortransactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to Assignor, who shall provide to HSBC, within thirty (30) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by an HSBC Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the Vendor, for all purposes. No HSBC Sellers or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, and, for purposes of this Agreement, such Employee shall become a Transferred Business Employee as of the Vendor will provide date active employment with Purchaser commences and, to the extent applicable, references in this Section 9.1 to the “Closing Date” shall relate to the date on which active employment commences. Those Business Employees and Affiliated Employees who do not accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Employees shall be provided by the Purchaser with all written offers an aggregate annual amount of employment with paid time-off under the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as equal to such Transferred Employee’s current aggregate annual amount of paid time off, which, for clarity, takes into account and following grandfathers all service with the Effective TimeHSBC Sellers and their Affiliates (including vacation time, personal time and sick time); provided that the Purchaser may allocate such aggregate annual amount of paid time off in a manner consistent with the policies of the Purchaser.

Offers of Employment. (1a) Effective on and after All Employees as of immediately before the Effective Time, the Purchaser will employ all of the Employees Closing who are not covered represented by the Collective Agreements (“Non-Union Employees”) a labor union and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees are governed by the Assumed CBAs shall become employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date; such employees are referred to herein collectively as the “Transferred Union Represented Employees”. The At the Closing, Purchaser will recognize all past service assume the obligations with respect to the terms and conditions of Non-Union Employees with the Vendor and, if applicable, Predecessors employment of the Vendor, to the extent recognized Transferred Union Represented Employees provided by the Vendor, Assumed CBAs accruing from and after the Closing Date. Seller shall be responsible for all purposes. No later than those obligations accruing prior to or on the Closing Date, except that Purchaser shall assume the Vendor will provide the Purchaser with all written offers liabilities of employment with the Purchaser which have been extended to Seller for (i) delinquent contributions (and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of any penalties and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelinterest thereon) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence existing as of the Closing Date will become employees with respect to the Plans listed on Schedule 5.12(b), but only to the extent that such amounts (including penalties and interest) are included as Cure Amounts or Assumed Liabilities under Section 2.3(a), and (ii) all accrued and unpaid vacation, sick days, holidays, personal days and other paid time off to which the Transferred Union Represented Employees are entitled under the Assumed CBAs, but only to the extent that such amounts are included as Assumed Liabilities in Section 2.3(a). Seller shall indemnify Purchaser, and Purchaser shall indemnify Seller, in accordance with Article XI from and against any Liabilities arising out of the obligations under the Assumed CBAs for which the other is not responsible in accordance with this Section 9.1(a). Purchaser and Seller shall cooperate with each other in entering into such instruments of assignment or agreements supplemental to the Assumed CBAs as shall be reasonably requested in order to give effect to the provisions of and following the Effective Timethis Article IX.

Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date. The , (i) Purchaser will recognize shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all past service Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Non-Union Employees with Purchaser’s business needs following the Vendor and, if applicable, Predecessors Closing Date both in terms of the Vendortransactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to Assignor, who shall provide to HSBC, within thirty (30) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by an HSBC Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the VendorHSBC Sellers or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee, for all purposes. No if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, and, for purposes of this Agreement, such Employee shall become a Transferred Business Employee as of the Vendor will provide date active employment with Purchaser commences and, to the extent applicable, references in this Section 9.1 to the “Closing Date” shall relate to the date on which active employment commences. Those Business Employees and Affiliated Employees who do not accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Business Employees shall be provided by the Purchaser with all written offers an aggregate annual amount of employment with paid time-off under the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as equal to such Transferred Business Employee’s current aggregate annual amount of paid time-off, which, for clarity, takes into account and following grandfathers all service with the Effective TimeHSBC Sellers and their Affiliates (including vacation time, personal time and sick time); provided that the Purchaser may allocate such aggregate annual amount of paid time-off in a manner consistent with the policies of the Purchaser.

Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Prior to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written Buyer shall make offers of employment in writing for employment with Buyer commencing on the Purchaser which have been extended to applicable Employee Transfer Date and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with otherwise on the terms and conditions set out forth in all this Section 6.04 to (i) each of the Must-Offer Employees and (ii) those May-Offer Employees as Buyer shall deem appropriate. Following the Effective Date and prior to the Closing Date, Seller shall take reasonable efforts to have the May-Offer Employees available to interview for employment with Buyer. Each Business Employee shall have at least five Business Days from the date of the offer of employment to accept the offer. Seller shall not induce or otherwise attempt to influence any such offers Business Employee to not accept his or her offer of employment from Buyer. Each Business Employee who accepts Buyer's offer of employment and satisfies Buyer's standard hiring policies shall be hired by Buyer as of the applicable Employee Transfer Date, it being understood that such Business Employee will thereafter become an employee of Buyer (such Business Employees to collectively be referred to as the "Hired Employees"). In respect of any Business Employee who is (i) absent from work due to short or long-term disability or an authorized leave of absence and (ii) returns to work within ninety (90) days following the Closing Date or such later period as the Business Employee has the right to return to work under applicable Law and satisfies Buyer's standard hiring policies (any such Business Employee, a "Leave Employee"), Buyer's offer of employment to the Leave Employee shall provide for employment effective as of the date on which such Leave Employee returns to work and, if such Leave Employee accepts Buyer's offer of employment and following commences employment with Buyer, such Leave Employee shall be considered a Transferred Employee under this Agreement effective as of his or her Employee Transfer Date. For purposes of this Agreement, the "Employee Transfer Date" shall be (A) for Hired Employees other than the Leave Employees, the Effective Time, and (B) for Leave Employees, 12:01 A.M. local time on the date on which such Leave Employee's period of absence expires and such Leave Employee returns to active employment. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers Any Business Employee that declines Buyer's offer of employment with the Purchaser (whoor fails to timely respond to such offer), for greater certaintyfails to satisfy Buyer's standard hiring policies, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously or, in the workplace case of a Leave Employee, does not timely return from such salaried Non-Union Employees. All Non-Union Employees who are employee's absences or leave as provided above, shall not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timebe a Hired Employee.

Offers of Employment. No later than two (12) Effective business days prior to the date on and after which it is anticipated that the Effective TimeClosing will occur, the Purchaser will employ all Buyer shall make offers of “at will” employment to each of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are employees of Seller listed on Schedule 5.01(15.8(a) who is employed by Seller on such date (the “Selected Employees”), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written . Such offers of employment have been provided shall be subject to salaried the consummation of the transactions contemplated hereby. Such offers will include the requirement that such employees execute the Non-Union Competition Agreement, a form of which is attached as Exhibit C as well as such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees of the Vendor, on the same terms and conditions which are set out in such written offers who accept Buyer’s offer of employment with the Purchaser which have been extended shall be referred to such salaried Non-Union Employees of the Vendor as “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on or prior to the Closing Date under applicable law under the Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union Employees as disability arrangements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Business and their dependents who are not Transferred Employees with the Vendor andand (iv) any fines, penalties or payments required under WARN, if applicable, Predecessors for all employees of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Business and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees dependents who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will Transferred Employees. Any Transferred Employee shall become employees of the Purchaser as of and following the Effective Timeeligible to participate in Buyer’s employee benefit programs available for comparably situated employees.

Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date, Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to such Business Employees (excluding Retained Employees) as identified by Purchaser in its reasonable discretion; provided, however, that Purchaser will not elect to exclude any protected class of similarly situated Business Employees. The Purchaser will recognize all past service of Non-Union Business Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers who receive and accept Purchaser’s offer of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of commence employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees (or such later date as set forth below) are referred to herein as the “Transferred Operations Employees.” With respect to the Transferred Operations Employees who hold work visas, Seller and Purchaser shall cooperate to provide for the transfer of the sponsorship of such visas to Purchaser effective as of and following the Closing Date (or such later date as set forth below). Purchaser’s employment of the Transferred Operations Employees shall be deemed to commence at the Effective Time, without regard to whether the Transferred Operations Employee is actively at work on the Closing Date, in the case of an employee who on the Closing Date is absent from work due to vacation, jury duty, funeral leave, sick day or personal day leave. Notwithstanding the foregoing, to the extent that a Business Employee who has received and accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on short- or long-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by Seller or one of its Affiliates (other than vacation, jury duty, funeral leave, sick day or personal day leave), he or she shall remain an employee of Seller or one of its Affiliates; provided that Purchaser shall hire such Business Employee if such Business Employee returns to work no later than the date that is the earlier of (x) the scheduled return date (including any approved extensions thereto) and (y) the date that is six (6) months following the Closing Date, unless such employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall be obligated to hire such employee if such employee’s return date is within twelve (12) months following the Closing Date, and, for purposes of this Agreement, each such employee shall become a Transferred Operations Employee as of the date active employment with Purchaser commences. Those Business Employees who do not receive or do not accept a Comparable Job Offer from Purchaser shall not be considered Transferred Operations Employees for any purpose of this Agreement.