Common use of Offers of Employment Clause in Contracts

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. (a) Prior to the End Date (as defined in Exhibit A to the Transition Service Agreementapplicable Closing Date, Seller shall update Section 1.01(g), Opco shall make a written offer Section 1.01(j) and Section 1.01(m) of the Seller Disclosure Schedule to reflect new hires and terminations of employment to each Applicable Employee, effective upon between the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as date hereof and the case may be) not less than the salary or wage rates received by the Applicable Employees immediately tenth Business Day prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the applicable Closing Date; provided that . On the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day Seller shall provide Purchaser with a list of all employees on such schedule whose employment terminated following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months delivery of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with updated schedule pursuant to the immediately preceding sentence. Effective No employees shall be hired within ten Business Days prior to the applicable Closing Date without Seller’s consent (which shall not be unreasonably withheld). Prior to the applicable Closing Date, Purchaser shall, or shall cause one of its applicable Affiliates to, offer employment to each HHI Employee and Deferred Transfer Employee listed on Section 1.01(g) and Section 1.01(m) of the Seller Disclosure Schedule (as such list is updated pursuant to the first sentence of this Section 7.01(a)), and Purchaser may offer employment to each Listed Employee, in each case who is on the employment rolls of Seller or a Subsidiary of Seller immediately prior to the applicable Closing Date and (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 short or long-term disability or an authorized leave of absence, (y) has the right to return to employment following expiration of such absence under applicable Law, in each case effective as of the first Business Day expiration of the period of absence, and (z) returns to employment within one hundred eighty (180) days following the End Dateapplicable Closing Date or such longer period as is permitted under applicable Law in respect of Employees on military leave who are listed on Section 7.01(a) of the Seller Disclosure Schedule (the “Leave Employees” and, Opco agrees that together with the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or Current Employees, the Transition Service Agreement (each such Applicable “Closing Date Employees”). Purchaser is not required to offer employment to any Listed Employee, a “Necessary Employee”)but if it elects to offer employment, shall be made available to Seller at it must do so in accordance with the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreementterms set forth in this Article VII. All such offers of employment pursuant to this Section 5.5(a(i) will be each Current Employee shall provide for employment-at-willemployment with Purchaser or an applicable Affiliate of Purchaser to commence effective as of 11:59 P.M., and Opco may terminate any Transferred Employee at any time and for any reason following local time, on the applicable Transfer Date.Closing Date and (ii) each Leave Employee shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence at the expiration of such Leave Employee’s leave or period of disability. All such offers of employment shall be made in accordance with the applicable provisions of this

Offers of Employment. Prior Effective as of the Termination Date, the Buyer shall offer at-will employment to all of the employees listed on Exhibit K (which shall be updated through the Termination Date, subject to the End Buyer’s reasonable approval thereof) who are in good standing on the Termination Date (as defined each, a “Termination 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 Exhibit A effect immediately prior to the Transition Service AgreementTermination Date. A Termination Date Employee will become an employee of the Buyer (a “Transferred Employee”), Opco shall make a written offer of employment to each Applicable Employeeif at all, effective upon on or as of: (1) the Transfer Termination Date, if such Termination Date Employee is then actively at work; (as defined below)2) the Termination Date, which offer shall (i) be at salary if such Termination Date Employee is absent from work on such date due to authorized vacation, jury duty or hourly wage rates (other authorized temporary leave of absence and returns to 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) not less than the salary or wage rates received by date such Termination Date Employee returns to active employment, in the Applicable Employees immediately prior to case of a Termination Date Employee who, on the Transfer Termination Date, (ii) provide an annual incentive compensation opportunity that is comparable absent from work due to the Applicable Employee’s annual incentive compensation opportunity immediately prior maternity leave, military leave or long term disability with a right to the Closing Date; provided that the performance metrics applicable return to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretionhis or her job, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided within the time required under the original terms and conditions applicable to such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire)absence. Without limiting Notwithstanding the foregoing, for purposes of this Agreement, the “Transfer Date” Buyer shall mean not be obligated to hire any Termination Date Employee who fails to provide the date on which an Applicable Employee becomes a Transferred Employee Buyer documentation as required by applicable federal or state laws in accordance connection with the immediately preceding sentence. Effective as commencement of such employment or who fails to pass the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for SellerBuyer’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of pre-employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Datebackground check.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior The Buyer shall offer employment, to be effective as of the Closing Date, to the End Date Key Employees and those other Employees identified on Schedule 13.01 of the Disclosure Letter (as defined collectively, the “Offered Employees”) on terms and conditions which, in Exhibit A the aggregate, are no less favorable to the Transition Service Agreement)those under which such Offered Employees are currently employed in terms of title, Opco shall make a written offer years of employment to each Applicable Employeeservice, effective upon the Transfer Datecompensation, (as defined below)benefits, which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Datehours of work and location, (ii) provide an annual incentive compensation opportunity and with duties that is are comparable to the Applicable Employee’s annual incentive compensation opportunity those enjoyed by such Offered Employees immediately prior to the Closing Date; provided that . Buyer shall recognize the performance metrics applicable to past service of Transferred Employees with Seller for all purposes, including for the purposes of any such annual incentive compensation opportunity provided after notice of termination, termination pay or severance pay required by contract, statute or common law. To the Closing Date may extent requested by Buyer, all service-based entitlements will be adjusted paid by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties Seller to the positions held by, and the duties performed by, the Applicable Transferred Employees immediately prior to the Transfer DateClosing Date (the “Employee Payments”). For purposes of this Agreement, each Subject to the payment of the Applicable Employees who affirmatively accepts Opco’s Employee Payments and assuming that the offer of employment and commences working for Opco made by the Buyer to the Offered Employees is on or after terms such that the Closing Date shall become a “Transferred Employee” on Offered Employees would be obligated to accept the latest same in order to comply with their common law duty to mitigate their losses arising from their termination of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) andemployment with Seller, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” Seller shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as have no liabilities to any of the first Business Day following Transferred Employees arising from their employment with Seller prior to the End Date, Opco agrees that the Applicable Closing other than commission owing to Transferred Employees identified on Schedule 5.5(a)(iii) as being necessary for who form part of Seller’s performance of their respective obligations under this Agreement or sales staff, which commission becomes due and payable to such Employees upon the Transition Service Agreement customer paying the amounts invoiced after Closing (each such Applicable Employee, a “Necessary EmployeeContingent Commission”), which such Contingent Commission shall be made available paid by Buyer. From and after the Closing Date, Buyer agrees to Seller at comply in all material respects with all Applicable Laws with respect to the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers termination of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate of any Transferred Employee at any time and for any reason following the applicable Transfer DateEmployee.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as 58 defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior to the End Date (No later than ten Business Days prior to, and effective as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to and contingent upon the Transfer DateClosing, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for Purchaser shall offer employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) commencing as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individualto each Industrial Wood Employee on terms and conditions consistent with this Section 5.6. Each Industrial Wood Employee and Delayed Transfer Industrial Wood Employee who accepts Purchaser’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a5.6(a) will shall be referred to herein as a “Transferred Industrial Wood Employee.” With respect to each Transferred Industrial Wood Employee, Purchaser shall maintain, for employment-at-willthe period of at least 12 months immediately following the Closing Date (the “Continuation Period”) (i) an annual base salary or wage rate, and Opco may terminate target and maximum short-term annual incentive compensation opportunities that, in each case, are no less than those provided to such Transferred Industrial Wood Employee immediately prior to the Closing Date and (ii) employee benefits (excluding pension and stock purchase plan benefits) that are comparable in the aggregate to those provided to such Transferred Industrial Wood Employee immediately prior to the Closing Date as set forth on Section 5.6(a) of the Seller Disclosure Schedules; provided that, notwithstanding the foregoing, Purchaser shall provide each Transferred Industrial Wood Employee the following benefits under the Purchaser 401(k) Plan, or to the extent such contributions exceed the then-current contribution levels in the Purchaser 401(k) Plan, with the cash equal to: (A) during the Continuation Period, a non-discretionary matching contribution opportunity no less favorable than that in effect for such Transferred Industrial Wood Employee immediately prior to the Closing Date under the applicable 401(k) plan maintained by Parent or any Transferred Employee at any time of its Subsidiaries (including Seller or its Subsidiaries) (a “Parent 401(k) Plan”), and (B) a profit sharing contribution in respect of calendar year 2017 based on a percentage of eligible compensation equal to 8%(up to applicable IRS 401(k) plan compensation limits). Purchaser shall offer employment commencing as of the date of return to work for any reason following the applicable Delayed Transfer DateIndustrial Wood Employee.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior Buyer shall offer to employ all of the Employees who are listed in Schedule 4.11, with such employment to be effective, if accepted, (i) as of the Effective Time with respect to such active Employees or (ii) as of the employee’s return to work with respect to those Employees on leave or reinstated as a result of an arbitration award or the Memorandum of Understanding entered into by Seller and UFCW, Local 617 dated February 22, 2006, provided the employee returns to work within 365 days immediately following the Effective Time. Such offers of employment to Salaried Employees shall be on terms and conditions that are reasonably comparable to the End Date terms and conditions of employment of similarly situated employees of Buyer; provided, however, that (x) for a period of twelve (12) months following the Effective Time, salary levels and (y) through December 31, 2006, bonus opportunities (as defined determined under Seller’s VERC, a copy of which has been provided to Buyer), shall in Exhibit A each case be no less favorable to such Salaried Employees than were available to such Salaried Employees immediately prior to the Effective Time. In addition, as of the Effective Time and through December 31, 2006, Buyer shall make available to the Salaried Employees medical, vision (at a cost no greater than 50% of the monthly premium charged to similarly situated employees of Buyer) and dental plans substantially comparable to the medical, vision and dental plans that Seller made available to the Salaried Employees immediately prior to the Effective Time (excluding welfare benefits for retired employees); provided, however, that Buyer shall have no obligation to make available to the Salaried Employees a medical, vision or dental plan comparable to the Aetna HealthFund Health Reimbursement Arrangement plan maintained by Seller; and further provided that to the extent that medical, vision and dental benefits are provided to Salaried Employees pursuant to the Transition Service Agreement), Opco Buyer will be deemed to be in compliance with the requirements of this sentence. Nothing herein shall make a written require Buyer to offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary an equity-based compensation plan or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable program to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer DateEmployee. For purposes of this Agreement, each of the Applicable Employees Any Employee who affirmatively accepts OpcoBuyer’s offer of employment and commences working for Opco on or after the Closing Date shall become be referred to herein as a “Transferred Employee” on and will be terminated by Seller at the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned Effective Time with respect to active Employees or as of the employee’s return to work with respect to Employees on leave. Except as provided below, Buyer will provide Transferred Hourly Employees with such terms and conditions of employment as are provided under the terms of the applicable Collective Bargaining Agreement as of immediately prior to the End DateEffective Time; provided, however, that to the date on which extent that welfare benefits are provided to Hourly Employees pursuant to the Transition Service Agreement, Buyer will be deemed to be in compliance with the requirements of this sentence. This Section 9.2(a) shall not be construed as guaranteeing employment to any particular Employee or Transferred Employee or require that the employment of any Transferred Employee by Buyer be for any specific period of time. Seller shall support fully Buyer’s efforts to employ Employees and shall cooperate fully with Buyer in facilitating the making of such individual returns offers to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire)Employees. Without limiting the foregoing, for purposes of this AgreementSeller shall not, from the date hereof, offer any material inducements, transfers or promotions or other business opportunities to any Employee, the “Transfer Date” shall mean acceptance of which would result in such individual ceasing to perform substantially all of his or her services for the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateBusiness.

Offers of Employment. Prior to the End Date (as defined in Exhibit A Closing Date, Seller and/or Holdco shall cause Opco to the Transition Service Agreement), Opco shall make a written an offer of employment to each Applicable Employee, Employee effective upon on the Transfer later of the Closing Date or the first Business Day on which the Applicable Employee is actively at work (“Employment Effective Date, (as defined below”), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Closing Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; , provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Closing Date, and (iv) be conditioned on the Applicable Employee’s agreement to the Buyer’s Employee Confidentiality and Non-Disclosure Agreement and Team Member Guide. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing his or her Employment Effective Date, (ii) the first Business Day following the End Date (subject . Except with respect to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable any Critical Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All all such offers of employment pursuant to this Section 5.5(a5.05(a) will be for employment-at-employment at will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Closing Date. All Applicable Employees who are not actively at work on the Closing Date shall be identified on Schedule 5.5(a).

Offers of Employment. Prior Schedule 5.4(a) sets forth the Employees (the “Potential Employees”). Buyer shall make formal offers of employment to the End Potential Employees no later than the date next-following the Closing Date (as defined in Exhibit A to the Transition Service Agreement“Offer Date”), Opco shall make a written with such offers to remain open until the close of business, Dallas, TX local time, on Monday, January 26, 2015. Each such offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall provide for employment (i) be at a base salary or hourly wage rates (as the case may be) not rate that is no less than the base salary or wage rates received by the Applicable Employees immediately prior rate, as applicable, provided to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity such Potential Employee immediately prior to the Closing Date; as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room, (ii) at an annual cash bonus incentive opportunity that is no less favorable than that provided to such Potential Employee by Sellers for calendar year 2014 as set forth in a schedule previously provided to Buyer in folder VIII in the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, virtual data room and (iii) be for in a position reasonably commensurate with such Potential Employee’s skill set as determined by Buyer in good faith. The Sellers shall cooperate with and use their commercially reasonable efforts to make such Potential Employees accessible to Buyer. With respect to each Employee that accepts an offer of employment at with Buyer or its Affiliates, whether upon or following the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed byClosing, the Applicable Employees Sellers shall terminate for all purposes (including under all Seller Plans) the employment of each such Employee, effective (i) immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Closing for those Employees who affirmatively accepts Opco’s offer of commence employment with Buyer or its Affiliates at Closing, and (ii) immediately prior to commencing employment with Buyer or its Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each Employee who so commences working for Opco on employment with Buyer or after an Affiliate thereof, whether upon or following the Closing Date Closing, shall become hereinafter be referred to as a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateClosing.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement)Closing Date, Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date end of the Lease Period (subject to continued employment) (as defined in the Master Employee Leasing Agreement), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Dateend of the Lease Period, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Dateend of the Lease Period, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Services Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Services Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior Seller shall update the Business Employee List and provide to Buyer the updated Business Employee List thirty (30) days prior to Closing, on the Closing Date, and within five (5) Business Days of Buyer’s reasonable written request. No later than ten (10) Business Days prior to the End Date Closing Date, Buyer shall offer employment on an at-will basis to be effective as of the Closing to each Offer Employee it designates in its sole discretion (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written individuals who accept such offer of employment and actually commence employment with Buyer or its Affiliate shall be referred to each Applicable Employeeherein, effective upon collectively with the employees who are employed by an Acquired Entity as of immediately prior to the Closing and the Automatic Transfer DateEmployees, the “Continuing Employees”). Seller will cooperate with any reasonable requests by Xxxxx in order to facilitate the offers of employment and delivery of such offers. Each offer made pursuant to this Section 5.12.1 shall initially provide for (as defined below), which offer shall (ia) be at base salary or hourly wage rates (rate, as the case may be) applicable, not less than the such Offer Employee’s base salary or hourly wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity rate as in effect immediately prior to the Closing Date; provided that the performance metrics applicable to any such , (b) annual target cash incentive compensation opportunity provided after opportunities (excluding any equity, equity-based, long-term incentive, change in control, transaction or retention opportunities), to the Closing Date may be adjusted by Opco in its sole discretionextent applicable, and (iii) be for employment at the same work location (or within 30 miles of such location) and that are substantially comparable, in the same or substantially similar positions aggregate, to those provided to such Offer Employee by Seller and with similar duties to the positions held by, and the duties performed by, the Applicable Employees its Subsidiaries immediately prior to the Transfer Closing Date. For purposes of this Agreement, each of to the Applicable Employees who affirmatively accepts Opco’s offer of extent applicable, and (c) other material employee benefits (including health, welfare, and retirement benefits but excluding equity or equity-based, long-term incentive, severance, retention, incentive, bonus, change in control, transaction, stock purchase plans, deferred compensation, post-employment welfare benefits and commences working for Opco on or after qualified and non-qualified defined benefit pension benefits) that are reasonably comparable, in the Closing Date shall become a “Transferred Employee” on aggregate, to the latest of employee benefits (including health, welfare, and retirement benefits subject to the same exclusions) provided to, as determined by Buyer in its discretion, (i) such Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, under the Plans set forth on Section 3.1.12(a) of the Seller Disclosure Schedules or (ii) similarly-situated employees of Buyer and its Affiliates. Until December 31, 2024 (or, if earlier, until the first Business Day relevant Continuing Employee’s termination of service following the End Date Closing), Buyer shall not, and shall cause its Affiliates not to, materially reduce, decrease or detrimentally change the terms and conditions of the employment of such Continuing Employees, in accordance with this Section 5.12.1 (except to the extent that similarly situated employees of Buyer and its Affiliates are similarly impacted by any such reduction, decrease or detrimental change). All such employment offers made by Buyer or its Affiliates to any Business Employee shall be subject to continued employment)such Offer Employee’s satisfaction of Buyer’s or its Affiliate’s customary pre-employment background check process and execution of standard employment documentation, including confidentiality and restrictive covenant agreements. Seller or its Subsidiaries will terminate or cause to be terminated the employment of (iiix) if such Applicable each Offer Employee is identified on Schedule 5.5(a)(ii) who accepts an offer of employment with Buyer or its Affiliate in accordance with this Section 5.12.1, effective as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment immediately prior to the End Date, the date on upon which such individual returns to active Offer Employee commences employment with Buyer or its Affiliate and (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s y) each Offer Employee who rejects an offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee with Buyer or its Affiliates in accordance with the immediately preceding sentence. Effective this Section 5.12.1, effective as of the first Business Day following Closing. For the End Dateavoidance of doubt, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance neither Buyer nor any of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), its Affiliates shall be made available required to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such make offers of employment pursuant to this Section 5.5(a) will all or any of the Offer Employees; and Seller and its Subsidiaries shall be for employment-at-will, and Opco may terminate any Transferred Employee at any time and responsible for any reason following the applicable Transfer Dateand all Liabilities relating to any Offer Employee who is not hired by Buyer or its Affiliates.

Offers of Employment. Prior to the End Date (Closing, Purchaser shall offer no fewer than 200 Employees employment with Purchaser or one of Purchaser’s affiliates, commencing as defined of the Closing, in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity position that is comparable to the Applicable such Employee’s annual incentive compensation opportunity position immediately prior to the Closing Date; provided that (including level of responsibility, compensation, authority and location) on the performance metrics applicable terms set forth in this Article VI. The Employees so hired by Purchaser or one of Purchaser’s affiliates shall be referred to as “Transferred Employees”. With respect to any such annual incentive compensation opportunity provided after Employee who, as of the Closing Date may be adjusted by Opco in its sole discretionClosing, is on disability or other leave of absence, including any Employee who has a right to reemployment under the Uniformed Services Employment and Reemployment Rights Act, as amended, and any similar applicable Law (iii) be for a “Leave Employee”), Purchaser shall offer employment at with Purchaser or one of Purchaser’s affiliates commencing on such date as the same work location (Employee’s disability leave of absence or within 30 miles of military leave ends, in a position that is comparable to such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees Employee’s position immediately prior to the Transfer Datecommencement of such leave (including level of responsibility, compensation, authority and location) on the terms set forth in this Article VI, and otherwise in compliance with applicable Law. For purposes Each Employee hired by Purchaser or one of Purchaser’s affiliates under the preceding sentence shall be referred to as a “Delayed Transferred Employee”. Seller has provided a list of all employees on a leave of absence (other than permanent leave) as of the date of this Agreement, each and Seller agrees to update such list at Purchaser’s reasonable request. A Delayed Transferred Employee shall become a Transferred Employee as of the Applicable commencement of such Delayed Transferred Employee’s employment with Purchaser or one of Purchaser’s affiliates, but shall prior to such time remain an Employee of Seller. Throughout this Agreement, all references to events that take place with respect to Transferred Employees who affirmatively accepts Opcoas of the Closing shall take place with respect to a Delayed Transferred Employee as of such Delayed Transferred Employee’s commencement of employment with Purchaser or one of Purchaser’s affiliates. Nothing herein shall be construed (a) as a representation or guarantee by Seller or any of its affiliates that some or all of the Employees will accept the offer of employment and commences working for Opco on from Purchaser or after one of Purchaser’s affiliates or will continue in employment with Purchaser or one of Purchaser’s affiliates following the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(iib) as on disability (long term amending or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee expanding in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for any manner Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateGuild Contract.

Offers of Employment. Prior Seller shall terminate the employment of Employees as follows: (x) the Employees who are subject to the End Date (as defined in Exhibit A Collective Bargaining Agreement, immediately prior to the Closing, and (y) all other Employees who are employees of the Seller classified as a leased employee under the Transition Service AgreementServices Agreement (“Leased Employees”) on the close of business on December 31, 2014 (such Employees described in (x) and (y) are referred to as the “Subject Employees”). Purchaser shall (i) on October 1, 2014 immediately employ the Subject Employees who are subject to the Collective Bargaining Agreement (the “Union Employees”) on the terms and conditions set forth in such agreement, and assume the Assumed Union Benefit Plans applicable to such Union Employees, and (ii) at least two (2) Business Days prior to December 31, 2014 (the “Leased Employee Termination Date”), Opco shall make unless otherwise agreed to by the Seller and the Purchaser before or after the Closing Date, extend a written offer of employment to be effective on the Leased Employee Termination Date to each Applicable Employeeof the Leased Employees who is an employee of the Seller and then being leased by the Purchaser from the Seller under the Transition Services Agreement at a level and with responsibilities that, effective upon as determined exclusively by the Transfer Purchaser, are substantially commensurate with their employment with Seller and at a wage or salary and other compensation substantially similar to the respective wages or salaries and other compensation specified for such Leased Employees on Section 3.16(a) of the Disclosure Schedule. The Union Employees, the Leased Employees who hereafter are extended and accept offers of employment with Purchaser after the Closing Date on the Leased Employee Termination Date, (and the two Management Employees are referred to as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable “Hired Employees.” Nothing in this section guarantees such Hired Employee’s annual incentive employment with the Purchaser for any period of time except as hereinafter provided in Section 5.2(b) below, or if hired by Purchaser, alters a Hired Employee’s status as an at will employee, except as provided in the Collective Bargaining Agreement or the Employment Offers. Except as specifically provided herein or in the Transition Services Agreement, Purchaser shall not be liable for any of Seller’s liabilities or obligations to Seller’s employees (including the Employees) or arising as a result of any termination of such Seller’s employees, including but not limited to wages, bonuses, benefits, retirement, commissions, deferred compensation opportunity immediately or stay on payments including those that have accrued prior to the Closing or the Leased Employee Termination Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior Each Employee who is not an Automatic Transferred Employee is referred to the End Date (herein as defined in Exhibit A to the Transition Service Agreement)an “Offer Employee”. Buyer shall, Opco or shall cause a Buyer Corporation to, make a written an offer of employment to each Applicable Employee, effective upon the Transfer Date, such Offer Employee (as defined below), which offer shall may be of at-will employment to the extent permitted by applicable Law) in accordance with the provisions of this Article 8, at least fifteen (i15) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately days prior to the Closing Date (or such longer period required by applicable Law, the terms of any applicable Union Contract or to avoid statutory, contractual, common law or other severance obligations, including any compensation or benefits payable during a termination notice period), with such employment to be effective as of the Closing (or such later date as provided in Section 8.5); provided that, in the case of any Excepted Jurisdictions, the foregoing shall be subject to the applicable Excepted Selling Corporations having received and accepted the terms of their respective Local Offer Letters and executing the Business Transfer Date, (ii) provide an annual incentive compensation opportunity Documents. Any such offer of employment shall be for a position that is comparable to the Applicable Employee’s annual incentive compensation opportunity type of position held by such Offer Employee immediately prior to the Closing Date; provided , at a geographic location that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and is within fifty (iii50) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees Offer Employee’s place of work immediately prior to the Transfer Closing Date, and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is unavoidable pursuant to applicable Law or the terms of any applicable Union Contract, and shall otherwise comply in all respects with applicable Law. For purposes of this Agreement, each of the Applicable Employees Each such Offer Employee who affirmatively accepts Opco’s such offer of employment and commences working for Opco on from Buyer or after the Closing Date shall become a Buyer Corporation, including any Offer Inactive Employee (as defined below) who accepts an offer of employment from Buyer or a Buyer Corporation described in Section 8.5, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), ”. Except as otherwise specifically provided in this Article 8 or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Dateextent required by applicable Law, effective as of the Effective Time (or such later date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance commences employment with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement Buyer or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”Buyer Corporation), the Transferred Employees shall be made available to Seller at the sole expense cease all active participation in and accrual of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations benefits under the Transition Service Agreement. All Seller Benefit Plans, other than any such offers of employment pursuant plan that is sponsored, maintained, contributed to this Section 5.5(a) will or required to be for employment-at-will, and Opco may terminate contributed to by any Transferred Employee at any time and for any reason following the applicable Transfer DateEntity.

Offers of Employment. Prior Not less than ten (10) business days prior to the End Closing, the Purchaser or one of its Affiliates shall offer employment, effective as of the Closing Date or the applicable Delayed Closing Date, as applicable, to each Business Employee in accordance with this Agreement; provided, however, the Purchaser or its Affiliate shall have the discretion (as defined and shall not be required) to make offers of employment to those Business Employees in Exhibit A to executive positions who are set forth on Section 7.06(b) of the Transition Service AgreementDisclosure Letter (such Business Employees, the “Executive Employees”), Opco ; provided further that the Purchaser or its Affiliate shall make offers of employment consistent with this Section 7.06(b) to those Executive Employees who the Purchaser or its Affiliate determine will receive offers of employment, if any, within fourteen (14) days following the date of this Agreement. If a written Delayed Closing occurs, the offer of employment for such Delayed Business Employee shall be effective (x) as of the applicable Delayed Closing Date of such Dealership at which the Delayed Business Employee is primarily located or (y) as of a date that the parties reasonably agree upon, but which shall in no event be a later time than the last Delayed Closing or, if applicable, the closing of the last third party sale transaction with respect to each Applicable Employee, effective upon the Transfer Date, (as defined below), which offer a Delayed Closing Dealership. Offers pursuant to this Section 7.06(b) shall (i) be for a comparable position at salary the same or hourly wage rates a nearby geographic work location, but no further than ten (10) miles from the Business Employee’s current work location, in each case, to those as of the case may be) not less than Closing Date or the salary or wage rates received by the Applicable Employees immediately prior to the Transfer applicable Delayed Closing Date, as applicable, (ii) provide an annual incentive have terms and conditions consistent with Section 7.06(c) and (iii) otherwise comply in all respects with applicable Law (including with respect to compensation opportunity and benefits); provided, however, that is comparable the terms and conditions of employment for any Business Employee employed pursuant to the Applicable Employee’s annual incentive compensation opportunity immediately terms of a Collective Bargaining Agreement shall be on terms consistent with those set forth in the applicable Collective Bargaining Agreement. Offers pursuant to this Section 7.06(b) may be subject to the condition that such Business Employee satisfies the standard employee qualifications and hiring process of the Purchaser or its applicable Affiliate; provided that the Purchaser or such Affiliate provides offers to, and begins the hiring process for, each Business Employee with sufficient time prior to the Closing or Delayed Closing, as applicable, to complete such hiring process to its satisfaction. With respect to any Business Employee who, as of the Closing Date or the applicable Delayed Closing Date, as applicable, is on long-term disability or short-term disability leave (each, an “Inactive Employee”), the Purchaser or its Affiliate shall offer employment to such individual on the earliest practicable date following the return of such individual to work with the Seller Parties and their Affiliates and otherwise on terms and conditions consistent with this Section 7.06; provided that the performance metrics applicable such employee returns to any such annual incentive compensation opportunity provided after work within 90 days following the Closing Date may be adjusted by Opco in its sole discretionor the applicable Delayed Closing Date, and (iii) be for employment at as applicable. The Seller Parties shall promptly notify the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes of this Agreement, each Purchaser of the Applicable Employees occurrence and end of any such leave of absence. In the case of any Inactive Employee who affirmatively accepts Opco’s offer of employment and commences working for Opco becomes a Transferred Employee on or after the day following the Closing Date shall become a “Transferred Employee” on or the latest of (i) the applicable Delayed Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior all references in this Agreement to the End “Closing” and the “Closing Date, ” or to the “Delayed Closing” and the “Delayed Closing Date,” as applicable (other than in this Section 7.06(b) and Section 7.06(f)) shall be deemed to be references to the time and date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.

Offers of Employment. Prior (a) Before the Closing Date, and after having an opportunity to interview the End Date (as defined in Exhibit A to the Transition Service Agreement)Employees, Opco Buyer or an Affiliate of Buyer shall make a written an offer of employment to each Applicable Employee, effective including Employees who are receiving short-term disability benefits or are on family, medical, long-term disability, administrative or military leave or any other type of leave that entitles the Employee to reinstatement upon completion of the Transfer Date, leave under the applicable leave policy of Seller or its Affiliates or pursuant to applicable Law (as defined beloweach an “Employee on Leave”), which such offer shall be effective as of the Effective Time. At least five (5) days prior to the Closing, Buyer shall inform Seller which Employees (other than any Employee’s on Leave) have accepted the offers made to them and each such Employee (each, a “Transferred Employee”; any Employee of Seller who does not accept the offer made to him or her by Buyer or an Affiliate of Buyer shall be referred to herein as a “Retained Employee”) shall become employed by Buyer or its Affiliate as of the Effective Time; except that any Employee on Leave shall have thirty (30) days after returning to active work status to accept Buyer’s offer of employment and upon acceptance of such offer shall become employed by Buyer or its Affiliate as of the Effective Time and shall be deemed to be a Transferred Employee. During the period of time from the Effective Time through the date that is twelve (12) months after the Effective Time (the “Transition Period”), Buyer or its Affiliate shall provide each Transferred Employee with (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar job duties to the positions held by, and the duties performed by, the Applicable Employees as such Transferred Employee had immediately prior to the Transfer Date. For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, Closing; (ii) the first Business Day following the End Date (subject to continued employment), a salary or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) andhourly wage, as applicable, has not returned and bonus and other compensation that is at least equivalent to active employment that earned by such Transferred Employee immediately prior to the End Date, Closing; and (iii) benefits that are substantially comparable in the date on which aggregate to the benefits provided to such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with immediately prior to the immediately preceding sentenceClosing. Effective as of Notwithstanding any provision this Agreement to the first Business Day following the End Datecontrary, Opco Seller understands, acknowledges and agrees that Seller shall solely be liable for the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance COBRA obligations of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateall Retained Employees.

Offers of Employment. Prior to the End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written Buyer agrees that it will offer of -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (including any stay bonuses and other bonuses) in effect on the date of this Agreement. Buyer shall treat each Applicable Hired Employee, effective upon 's service with Seller or the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately Company prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same manner as such service has been recognized by Seller or substantially similar positions the Company for purposes of determining seniority rights and with similar duties respect to the positions held byaccrued but unused vacation and/or sick pay, and the duties performed byexcept where recognition of such service would result in duplication of benefits provided. In addition, the Applicable Employees immediately prior to the Transfer Date. For purposes for a period of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or one (1) year after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, each Employee that continues to be employed by Buyer shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (ii) and for the first Business Day following the End Date (subject to continued employmentcosts of which Seller shall not be responsible), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employeewhich, an “Absent Employee”) andin the aggregate, as applicable, has not returned to active employment prior are substantially similar to the End Date, the date on benefits for which such individual returns Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to active employment which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (provided whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co- payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such individual must return account balances under such cafeteria or flexible spending plan to active employment within six months Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, otherwise such individual’s offer or as soon as practicable thereafter, Seller shall make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all periods before the Closing Date. Upon the request of employment will automatically expire). Without limiting Seller made within one (1) year after the foregoingClosing Date, for purposes of this Agreement, the “Transfer Date” Buyer shall mean the date on which an Applicable Employee becomes cause a Transferred Employee in accordance with the immediately preceding sentence. Effective as defined contribution plan qualified under Section 401(a) of the first Business Day following Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept from the End Date, Opco agrees that HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of the Applicable Internal Revenue Code of the assets allocated to the accounts of Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance and of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Dateliabilities attributable thereto.

Offers of Employment. Prior to Where applicable Law does not provide for the End Date (as defined in Exhibit A to automatic transfer of employment of any Employee upon the Transition Service Agreement)consummation of the Acquisition, Opco Buyer shall, or shall cause a Buyer Corporation to, make a written an offer of employment to each Applicable Employee, effective upon the Transfer Date, such Employee (as defined below), which offer shall may be of at-will employment to the extent permitted by applicable Law) in accordance with the provisions of this Article VIII, at least thirty (i30) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately days prior to the Closing Date (or such longer period required by applicable Law, the terms of any applicable Union Contract or to avoid statutory, contractual, common law or other severance obligations, including any compensation or benefits payable during a termination notice period), with such employment to be effective as of the Closing (or such later date as provided in Section 8.5); provided that, in the case of any Excepted Jurisdictions, the foregoing shall be subject to the applicable Excepted Selling Corporations having received and accepted the terms of their respective Local Offer Letters and executing the Business Transfer Date, (ii) provide an annual incentive compensation opportunity Documents. Any such offer of employment shall be for a position that is comparable to the Applicable Employee’s annual incentive compensation opportunity type of position held by such Employee immediately prior to the Closing Date; provided , at a geographic location that is within the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and greater of (iiii) be for employment at the same work location (or within 30 50 straight-line miles of such locationthe Employee’s home or (ii) the distance from the Employee’s home and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees place of work immediately prior to the Transfer Closing Date, and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is unavoidable pursuant to applicable Law or the terms of any applicable Union Contract, and shall otherwise comply in all respects with applicable Law. For purposes of this Agreement, each of the Applicable Employees Each such Employee who affirmatively accepts Opco’s such offer of employment and commences working for Opco on employment, including offers described in Section 8.5, from Buyer or after the Closing Date shall become a Buyer Corporation, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), ”. Except as otherwise specifically provided in this Article VIII or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Dateextent required by applicable Law, effective as of the Effective Time (or such later date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance commences employment with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement Buyer or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”Buyer Corporation), the Transferred Employees shall be made available to Seller at the sole expense cease all active participation in and accrual of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations benefits under the Transition Service Agreement. All Seller Benefit Plans, other than any such offers of employment pursuant plan that is sponsored, maintained, contributed to this Section 5.5(a) will or required to be for employment-at-will, and Opco may terminate contributed to by any Transferred Employee at any time and for any reason following the applicable Transfer DateEntity.

Offers of Employment. Prior On or prior to the End Effective Date (as defined in of this Agreement, the Company intends to enter into employment agreements with the individuals listed on Exhibit A to the Transition Service Agreementhereto (each a “Key Employee”), Opco shall and to make a written offer of employment to each Applicable individual listed on Exhibit B hereto (each, an “Offer Employee”). Each Key Employee who enters into such an employment agreement and a customary non-disparagement and release agreement with the Manager including provisions substantially similar to those set forth on Exhibit C (“Separation Agreement”), effective upon and each Offer Employee who accepts such offer of employment, shall become employed by the Transfer Company or one of its subsidiaries on or immediately following the Effective Date. The Company shall use its commercially reasonable best efforts to cause each Offer Employee to enter into customary non-disparagement and release agreements with the Manager including provisions substantially similar to the corresponding terms set forth in the Separation Agreements, to the extent any such Offer Employee is not already subject to similar agreements with the Manager. Pursuant to this Section 2.01, the Manager hereby acknowledges and agrees that (i) it shall not terminate any Key Employee or Offer Employee prior to the Effective Date (other than (a) for Cause (as defined below) and with written notice to the Company or (b) with the written consent of the Company, such consent not to be unreasonably delayed or withheld), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, and (ii) provide with respect to any Key Employee who enters into such an annual incentive compensation opportunity that is comparable employment agreement or Offer Employee who accepts such offer of employment, it will not seek to enforce any non-competition, non-solicitation or, except as set forth in the Separation Agreements, other post-employment restriction with respect to such Key Employee or Offer Employee under the Management Agreement or any employment or other service agreement, or otherwise seek to enjoin such individual from providing services to the Applicable Employee’s annual incentive compensation opportunity immediately Company or any of its affiliates following the Effective Date, or, in the case of any Key Employee or Offer Employee terminated for Cause, at any time prior to or following the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Effective Date. For purposes of this AgreementSection 2.01, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “Transfer DateCause” shall mean the date on employee’s (a) material misconduct as an employee of the Manager or the Company; (b) material violation of U.S. securities laws or any criminal conduct which is punishable as a felony or involving moral turpitude; (c) material violation of the Company’s or the Manager’s policies, including a material violation of the Manager’s Employee Handbook or Compliance Manual; (d) material breach of the terms of any applicable offer letter agreement or Confidentiality, Nonsolicitation and Inventions Agreement; (e) willful failure to perform his or her responsibilities as an Applicable Employee becomes a Transferred Employee employee of the Manager and/or the Company; (f) dishonesty, theft or misappropriation in accordance connection with the immediately preceding sentence. Effective as performance of his or her responsibilities to the first Business Day following Manager or the End DateCompany; or (g) act of bad faith, Opco agrees that self-dealing or breach of a fiduciary duty owed to the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance Manager, the Company or any of their respective obligations under this Agreement or the Transition Service Agreement affiliates, provided that for purposes of (each such Applicable Employee, a “Necessary Employee”a), (c), (d) and (e), Cause shall be made available only exist after the Manager notifies the employee in writing of such circumstances which it believes constitute Cause and the employee fails to Seller at cure such circumstances within fifteen days thereafter; and provided further that for purposes of (f) and (g), Cause shall only exist after the sole expense Manager notifies the employee in writing of Opco until such time as such Necessary Employee is no longer necessary for Seller circumstances which it believes constitute Cause and provides the employee with the opportunity to satisfy such obligations under explain his or her conduct. In order to constitute Cause, the Transition Service Agreement. All such offers Manager must notify the employee of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer DateCause event within thirty days of learning of the event that the Manager believes constitutes Cause.

Offers of Employment. Prior Not later than five (5) days prior to the End Date Closing Date, Purchaser or an Affiliate thereof shall provide to Seller a list of those Employees to which it desires to make an offer of employment (as defined in Exhibit A to the Transition Service Agreement), Opco “Designated Employees”) and shall make a written an offer of employment to each Applicable Designated Employee, effective upon the Transfer Date, (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received subject to their continued employment by the Applicable Employees immediately prior to Seller or an Affiliate through the Transfer Date, Closing Date providing for (iia) provide an annual incentive compensation opportunity that is a position substantially comparable to the Applicable Employeeemployee’s annual incentive compensation opportunity position as of immediately prior to the Closing Date; provided that , (b) base salary no less than the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles employee’s base salary as of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Closing Date, (c) annual target bonus opportunity no less than the employee’s annual target bonus opportunity as of immediately prior to the Closing Date, and (d) from the Closing Date through December 31, 2013, otherwise comparable aggregate compensation (excluding base salary and annual bonus opportunity) to the aggregate compensation (excluding base salary and annual bonus opportunity) provided to similarly situated employees of Purchaser immediately prior to the Closing Date. For purposes of this Agreement, each of the Applicable Employees Each Designated Employee who affirmatively accepts Opco’s such offer of employment and commences working employment with the Purchaser or an Affiliate thereof on the Closing Date (or, for Opco Designated Employees who are on a leave of absence or other approved paid time off arrangement on the Closing Date (each a “Leave Employee”) and return to active employment not later than sixty (60) days after the Closing Date Date, immediately following such return to employment) shall become be hereinafter referred to as a “Transferred Employee” on provided, that no Leave Employee shall be a Transferred Employee until the latest date of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Leave Employee, an “Absent Employee”) and, as applicable, has not returned to ’s active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expirewith Purchaser or an Affiliate). Without limiting the foregoing, Seller and its Affiliates shall retain liability and responsibility for purposes of this Agreement, the “Transfer Date” shall mean the date on which an Applicable any Leave Employee until such employee becomes a Transferred Employee in accordance with the immediately preceding sentenceof Purchaser and for any Employee who does not become a Transferred Employee. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement Any offer made by Purchaser or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment an Affiliate thereof pursuant to this Section 5.5(a) will 6.02 shall be for employment-at-willcontingent on the recipient of such offer complying with all of Purchaser’s standard employment requirements, and Opco may terminate Purchaser and its Affiliates shall not be obligated to extend offers of employment to any Transferred Employee at any time individual who, following Purchaser’s standard pre-employment tests and for any reason following the applicable Transfer Datescreenings, does not meet Purchaser’s employment rules, standards or policies.

Offers of Employment. Prior The Purchaser Parent shall, at least four (4) Business Days before the Closing, offer at-will employment to all of the Employees identified to the End Purchaser Parent in the schedule of Employees referred to in Section 3.13 (as amended pursuant to Section 6.2(j)(i), if applicable) who are in good standing on the Closing Date (each, a “Closing Date Employee”), any such offer to be contingent upon the Closing. The Seller shall cooperate with the Purchaser Parent in connection with the foregoing. In addition, the Seller shall notify each Closing Date Employee in writing that his or her employment with the Seller will be terminated as defined in Exhibit A of immediately prior to the Transition Service Agreement), Opco shall make a written Effective Time. A Closing Date Employee who accepts such offer of employment to each Applicable will become a “Transferred Employee,” if at all, effective upon on or as of: (1) immediately after the Transfer Closing, if such Closing Date Employee is then actively at work; (2) immediately after the Closing Date, (as defined below)if such Closing Date Employee is absent from work on such date due to authorized vacation or jury duty and returns to active employment following the end of the vacation or the completion of jury duty, which offer shall (i) be at salary or hourly wage rates (as the case may be; or (3) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any date such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretionEmployee is able to perform the essential functions of his or her job and returns to active employment, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. For purposes case of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the a Closing Date shall become a “Transferred Employee” Employee who, on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject is absent from work due to continued employment)sick leave, short term disability, maternity leave, military leave or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on other authorized leave of absence (each such Applicable Employeewith a right to return to his or her job, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual and who returns to active employment (within the time required under the original terms and conditions applicable to such absence. Notwithstanding the foregoing, the Purchaser Parent shall not be obligated to hire any Closing Date Employee who fails to provide the Purchaser Parent documentation as required by applicable federal or state laws in connection with the commencement of such employment or who fails to pass any pre-employment background check required by the Purchaser Parent. In addition, after the Closing, the Purchaser Parent shall provide employee benefits to the Transferred Employees that are comparable in the aggregate to those provided such individual must return to active employment within six months similarly situated employees of the Purchaser Parent as of the Closing Date, otherwise and, where applicable, shall provide credit for service with the Seller for the purposes of eligibility and vesting (but not for benefit accrual) under the Purchaser Parent’s corresponding employee benefit plans and such individual’s offer credit for the Seller service shall also be given for the purpose of employment will automatically expire)determining the amount of vacation Transferred Employees may take after the Closing Date. Without limiting Notwithstanding the foregoing, nothing in this Section 7.8 shall be construed to require any duplication of benefits. This Section 7.8 shall not be deemed to prohibit the Purchaser Parent from amending, modifying, replacing or terminating such arrangements in accordance with their terms or terminating any Closing Date Employee who is an employee at will. The Seller shall be responsible for purposes the payment of this Agreementall unused vacation, the “Transfer Date” shall mean bonuses and other compensation and benefits accrued by Transferred Employees prior to the date on which an Applicable Employee becomes they become Transferred Employees (including, without limitation, unused vacation time that was accrued by a Transferred Employee in accordance with while employed by a predecessor employer and that was assumed by the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”), shall be made available to Seller at the sole expense of Opco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. All such offers of employment pursuant to this Section 5.5(a) will be for employment-at-will, and Opco may terminate any Transferred Employee at any time and for any reason following the applicable Transfer Date.