Common use of Offers of Employment Clause in Contracts

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity Subject to the terms and conditions of this Section 7.7, Buyer shall offer employment to each Business Employee who is actively at work as of the Closing Date and who satisfies Buyer’s employment policies and procedures. Each such Business Employee who (i) accepts Buyer’s employment offer, (ii) if requested, executes and delivers Buyer’s standard form of employment agreement or confidentiality and non-solicitation agreement and (iii) other than in the case of the person(s) identified in Schedule 7.7(a), actually performs services for all Acquired Company Employees and Buyer on the first Business Employees Day following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior shall be deemed to the Closing Datebe a “Transferred Employee.” Each Business Employee who, Purchaser shall, at or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer is not actively at work (pursuant other than those who are on vacation) due to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leavean approved medical, short-term disability leave disability, family, military or another approved other authorized leave of absence). In absence under Seller’s policies (collectively, the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Inactive Employees”), such offer ) shall not be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement deemed to be a Transferred Employee unless he or she returns to active employment within thirty (as set forth in Section 10.1(a)(ii30) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before days following the Closing Date. Each Business Inactive Employee will be deemed to have accepted such offer, unless who does not report for active work within thirty (A30) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of shall not be hired by Buyer, shall receive such non-acceptance of severance payments as such employee may be eligible to receive under Seller’s severance policy (if any) in effect immediately prior to the offerClosing and shall not be eligible for severance from Buyer. The During the period between the date hereof and the Closing Date, Seller shall allow Buyer reasonable access to the Business Employees who are deemed to have accepted conduct interviews and other customary employment screening to the extent permitted by applicable Law. Neither Seller nor any of its Affiliates (x) shall make any promises or commitments to any Business Employee with regard to his or her employment status with Buyer or the terms or conditions upon which such offeremployment might occur or be continued, and all Acquired Company Employeesor (y) shall take any action that would impede, are collectively referred hinder or otherwise interfere with Buyer’s efforts to as the “Transferred Employeeshire any Business Employee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend No more than 21 and at least three days before the Closing Date, Purchaser shall offer employment to (a) at least 85% of the Facility Employees in the aggregate and (b) at least 85% of the Facility Employees employed in each of the Xxxxx Facility and the Charlevoix Facility. In making hiring determinations pursuant to this Section 7.1, Purchaser shall comply with all applicable Laws respecting employment offers and hiring, including the National Labor Relations Act, Title VII of the Civil Rights Act or 1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act. Seller shall provide Purchaser and its representatives reasonable access to the Facility Employees to assist Purchaser in its determination. Purchaser agrees that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except it shall maintain employee benefit and compensation plans, programs and arrangements for the benefit of the Transferred Employees (as specifically provided defined below) that in this Section 10.1(a). At least five days prior the aggregate provide a level of compensation and benefits that is substantially similar to the Closing Datelevel provided under the corresponding employee benefit plans and arrangements of Purchaser or its Affiliates that are applicable to their respective similarly situated employees, Purchaser shallor, or shall cause one or more of its Designated Affiliates toas applicable, make a general offer of employment, effective as of in accordance with the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable any Assumed Collective Bargaining Agreement (Agreement. Each Facility Employee who receives an offer and accepts such offer of employment shall be referred to herein as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of a "Transferred Employee," and each other Business Employee (“including those individuals identified on Section 4.12(a) of the Seller Disclosure Schedule and the Facility Employees who do not receive offers of employment from Purchaser) shall be referred to herein as a "Non-Represented Employees”)Transferred Employee," provided, however, that in the event a Transferred Employee fails to pass the drug test(s) given by the Purchaser in the ordinary course of hiring new employees and in accordance with applicable Law, such offer Transferred Employee shall be at deemed a Non-Transferred Employee for all purposes of this Agreement. Seller shall terminate the same base salary or base hourly wage rate employment of each Transferred Employee effective as in effect immediately before of 11:59 p.m. on the Closing Date. Each Purchaser shall inform Seller not later than one Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following Day after the Closing Date of such non-acceptance the identity of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Transferred Employees, are collectively referred subject to as subsequent updates based on the “Transferred Employeesforegoing.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties Subject to the other provisions of this Section 7.8, Buyer shall offer employment to each Company Employee identified on Schedule 7.8(a) who is actively at work as of the Closing Date and who satisfies Buyer’s employment policies and procedures. Each such employee who (i) accepts Buyer’s employment offer, (ii) executes and delivers Buyer’s standard form Confidentiality and Non-Solicitation Agreement in the form attached hereto intend that there will be a continuity of employment as Exhibit E and (iii) actually performs services for all Acquired Company Employees and Buyer on the first Business Employees Day following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior shall be deemed to the Closing Datebe a “Transferred Employee.” Each Company Employee who, Purchaser shall, at or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer is not actively at work (pursuant other than those who are on vacation) due to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leavean approved medical, shortlong-term disability disability, family, military or personal leave or another approved leave of absence). In under the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement Company’s policies (collectively, the “Represented Inactive Employees”), such offer ) shall not be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement deemed to be a Transferred Employee unless he or she returns to active employment within thirty (as set forth in Section 10.1(a)(ii30) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before days following the Closing Date. Each Business Inactive Employee will be deemed to have accepted such offer, unless who does not report for active work within thirty (A30) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of shall not be hired by Buyer, shall receive such non-acceptance severance payments as such employee may be eligible to receive under the Companies’ severance policy (if any) in effect immediately prior to the Closing and shall not be eligible for severance under Buyer’s severance policy. During the period between the date hereof and the Closing Date, Sellers shall allow Buyer reasonable access to the Company Employees to conduct interviews and other customary employment screening to the extent permitted by applicable Law. None of the offer. The Business Employees who are deemed Companies or Xxxxxx Xxxxxx (i) shall make any promises or commitments to have accepted any Company Employee with regard to his or her employment status with Buyer or the terms or conditions upon which such offeremployment might occur or be continued, and all Acquired or (ii) shall take any action that would impede, hinder or otherwise interfere with Buyer’s efforts to hire any Company Employees, are collectively referred to as the “Transferred EmployeesEmployee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity Buyer shall make an offer of employment for to all Acquired Company active Employees and Business Employees following in accordance with the provisions of this Article VIII, at least thirty (30) days prior to the Closing DateDate (or such longer period required to avoid contractual or other severance obligations, except including any compensation or benefits payable during a termination notice period), with such employment to be effective as specifically provided in this Section 10.1(a)of the Closing. At least five days Any such offer of employment shall (a) be for a position that is comparable to the type of position held, with respect to both job level and duties, by such Employee immediately prior to the Closing Date, Purchaser shall(b) be at a geographic location that is within the greater of (i) fifty (50) straight-line miles of the Employee’s home or (ii) the distance from the Employee’s home and place of work immediately prior to the Closing Date, and (c) provide an annual base salary or shall cause one or more wage rage and an annual incentive compensation opportunity (which for the avoidance of its Designated Affiliates todoubt, make a general does not include any equity-based compensation) which is not less favorable than that received by Employee immediately prior to the Closing Date, and (d) be contingent on such offered Employee being designated as “active” on Schedule 8.1 at the Closing. Each such Employee who accepts such offer of employmentemployment from Buyer is referred to herein as a “Transferred Employee”; provided, that Transferred Employees shall not include any Employees that are designated as “inactive” on Schedule 8.1 at the Closing. Except as otherwise specifically provided in this Article VIII or to the extent required by applicable Law, effective as of the Effective Time, the Transferred Employees shall cease all active participation in and accrual of benefits under the Employee Benefit Plans. With respect to Employees who are designated as “inactive” on Schedule 8.1 at the Closing Date(referred to herein as an “Inactive Employee”), through a general notice Buyer shall be required to offer employment to such Inactive Employee, in accordance with the provisions of transfer (pursuant this Article VIII, effective as of the date such Inactive Employee notifies Buyer in writing that such individual has returned to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence)active status. In the case of each Business any such Inactive Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), who accepts such offer of employment, (x) such Employee shall be on terms and conditions satisfying the requirements become a Transferred Employee as of the date such Employee presents himself or herself to Buyer for active employment, (y) except as otherwise required by applicable Collective Bargaining Law or otherwise specifically provided in this Agreement, all references in this Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of to the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”)Closing, such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will Date and the Effective Time shall instead be deemed to have accepted refer to the date such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offerbecomes a Transferred Employee, and all Acquired Company Employees, are collectively referred (z) Buyer shall have no obligation to as provide compensation and benefits to each such Employee until the “date he or she becomes a Transferred EmployeesEmployee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing DateAs soon as practicable, except as specifically provided but in this Section 10.1(a). At least five no event later than seven (7) days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated applicable Affiliates to, make a general offer of employment, effective as of the Closing Date, to each Requisite Employee listed on Section 1.01(a) of the Seller Disclosure Schedule (as such list may be updated in accordance with this Agreement) ), other than the independent contractors or other individual service providers engaged through a general notice the Recruitment Outsourcing and Services Agreement by and between Glints Intern Pte., Ltd. and Boxed, LLC, dated March 2, 2021, or any successor agreement (the “Glints Contractors”) and the Master Services Agreement for Software Development and Consulting Services by and between Nearshore Growth Technologies Inc. and Boxed, LLC, dated January 4, 2023 (the “Nearshore Contractors” and together with the Glints Contractors, the “Contractors”). All such offers of transfer employment to (i) Requisite Employees (which shall not include the Contractors), other than the Leave Employees, shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence effective as of, and contingent upon, the Closing Date and (ii) Leave Employees shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence at the expiration of such Leave Employees’ leave or period of disability; provided that such Leave Employees must return to active employment within three months of the Closing Date, or such offer of employment will be null and void. All such offers of employment shall be made in accordance with the applicable provisions of this Section 6.01. Upon request, Purchaser shall provide to Seller copies of any such offer of employment pursuant to methodologies mutually agreed upon by this Section 6.01. Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave shall terminate the employment or another approved leave of absence). In the case services of each Business Requisite Employee whose terms effective as of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed For all purposes of the remainder of this Article VI, with respect to have accepted such offerany Leave Employee, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions date that such offer of Leave Employee commences employment has not been accepted and with Purchaser or one its Affiliates shall be substituted for the terms “Closing Date” and “Closing”, respectively, wherever such term appears. Seller shall be solely responsible for the cost of any compensation or more of its Designated Affiliates notifies Seller within 30 days benefits provided to any Leave Employee with respect to the period following the Closing Date and prior to the date such Leave Employee transfers to Purchaser or its Affiliate, including any severance benefits payable to such Leave Employee upon a termination of such non-acceptance employment. At least three (3) days prior to the Closing Date, Purchaser shall deliver to Seller a complete and correct list of the offer. The Business Requisite Employees who are deemed have rejected Purchaser’s offer of employment. Offers pursuant to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.16.01 shall be sufficient to avoid statutory, contractual, common Law or other severance or similar obligations and shall otherwise comply in all respects with such applicable Law (including with respect to compensation and benefits).

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective Effective as of the Closing Date, through a general notice the Buyer shall offer employment on the terms set forth in this Agreement to all Employees employed by the Seller on the Closing Date, including all such Employees who are absent from work on the Closing Date for any authorized reason, such as leave of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on absence, vacation, bereavement leave, maternity leave, short-term disability leave paternity leave, Family and Medical Leave Act leave, jury duty, sickness or another approved injury, disability, military service protected under the United States’ Uniformed Services Employment and Reemployment Rights Act, workers’ compensation or any other authorized leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement absence (“Represented Inactive Employees”), ; provided that such offer offers to Inactive Employees shall be on subject to the condition that any such Inactive Employee returns to work with the Buyer within the time permitted by the relevant benefit plan, policy, agreement or Law governing the terms and conditions satisfying the requirements of such absence. Inactive Employees as of the applicable Collective Bargaining date of this Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreementsare listed on Schedule 8.1(a). In As between the case of each other Business Employee (“Non-Represented Employees”)Seller and the Buyer, such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business an Employee will be deemed to have accepted such offer, the Buyer’s offer of employment unless (Ai) he or she notifies either the Business Employee expressly rejects such offer before Buyer or the Seller prior to the Closing Date that he or (B) the Business Employee otherwise indicates by his or her actions that she has rejected such offer of employment employment, or (ii) if the Buyer has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of failed to make such non-acceptance of the offer. The Business an offer as required by this Section 8.1(a), Employees who accept or are deemed to have accepted such offer, and all Acquired Company Employees, the Buyer’s offer of employment are collectively referred to herein as the “Transferred Employees”. Each Transferred Employee will be terminated by the Seller as of the Closing Date.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five Not less than ten (10) business days prior to the Closing DateClosing, the Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general shall offer of employment, effective as of the Closing Date or the applicable Delayed Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) as applicable, to each Business Employee in accordance with this Agreement; provided, however, the Purchaser or its Affiliate shall have the discretion (and shall not be required) to make offers of employment to those Business Employees in executive positions who are set forth on Section 7.06(b) of the Disclosure Letter (such Business Employees, the “Executive Employees”); 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 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 a Delayed Closing Dealership. Offers pursuant to this Section 7.06(b) shall be for a comparable position at the same or 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 Closing Date or the applicable Delayed Closing Date, as applicable, have terms and conditions consistent with Section 7.06(c) and otherwise comply in all respects with applicable Law (including with respect to compensation and benefits); provided, however, that the terms and conditions of employment for any individuals Business Employee employed pursuant to the terms of a Collective Bargaining Agreement shall be on maternity leaveterms 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 another approved 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 such employee returns to work within 90 days following the Closing Date or the applicable Delayed Closing Date, as applicable. The Seller Parties shall promptly notify the Purchaser of the occurrence and end of any such leave of absence). In the case of each Business any Inactive Employee whose terms of employment are governed by who becomes a Collective Bargaining Agreement (“Represented Employees”), such offer shall be Transferred Employee on terms and conditions satisfying or after the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before day following the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the applicable Delayed Closing Date of such non-acceptance of the offer. The Business Employees who are deemed Date, as applicable, all references in this Agreement to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.Closing” The parties will cooperate and the “Closing Date” or to comply with legal the “Delayed Closing” and regulatory requirements to accomplish the employment transfers described “Delayed Closing Date,” as applicable (other than in this Section 10.17.06(b) and Section 7.06(f)) shall be deemed to be references to the time and date on which such individual becomes a Transferred Employee.

Offers of Employment. The parties hereto intend that there Buyer shall, or shall cause a Buyer Corporation to, make offers of at-will (to the extent permitted by applicable Law) employment to the Employees in accordance with the provisions of this Section 7.5, at least thirty (30) days prior to the Closing Date (or such longer period required by applicable Law or the terms of any Union Contract), with such employment to be a continuity effective as of the Closing (or such later date as provided in Section 7.5(e)). Any such offer of employment shall be for all Acquired Company a position that is comparable to the type of position held by such Employee immediately prior to the 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 automatic pursuant to applicable Law or the terms of any Union Contract. Each Employee (other than a European Employee) who accepts the offer of employment, including offers described in Section 7.5(e), from Buyer or a Buyer Corporation, is referred to herein as an “ASC Transferred Employee”. ASC Transferred Employees and Business European Transferred Employees following the Closing Date, except are referred to collectively herein as “Transferred Employees”. Except as otherwise specifically provided in this Article VII or to the extent required by applicable Law, effective as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans. Notwithstanding the foregoing, (i) any failure of any offer of employment made to an Employee primarily based in Russia (each, a “Russian Employee”) to comply with the timing requirements set forth in thisSection 7.5(c) shall not be a breach of this Section, provided that (x) prior to the Closing Date each Russian Employee (1) executes a release of claims in favor of Ashland and any applicable Asset Selling Corporation in accordance with Russian law and in a form reasonably satisfactory to Ashland releasing Ashland and the Asset Selling Corporations from any and all claims arising from the failure to timely inform and consult with such Russian Employee, (2) is provided with a draft of an employment agreement with Buyer or a Buyer Corporation in substantially final form (a “Russian Employment Agreement”) and (3) executes and returns to Buyer such Russian Employment Agreement, and (y) Buyer or a Buyer Corporation executes each Russian Employment Agreement on or immediately prior to the Closing Date and (ii) any failure of any offer of employment made to an Employee primarily based in Mexico (each, a “Mexican Employee”) to comply with the timing requirements set forth in this Section 10.1(a). At 7.5(c) shall not be a breach of this sentence, provided that Buyer or a Buyer Corporation make offers of at-will (to the extent permitted by applicable Law) employment to each Mexican Employee in accordance with the provisions of this Section 7.5, at least five twenty three (23) days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, with such employment to be effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (later date as set forth provided in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements7.5(e). In the case of each other Business Employee (“Non-Represented Employees).”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there Company has made or will be promptly make a continuity written offer of employment for all Acquired Company Employees and Business Employees following to each employee of the Closing DateManager listed on Exhibit A hereto who was or remains employed by the Manager through the date on which such offer is made (each, except as specifically provided in this Section 10.1(aan “Offer Employee”). At least five days Except as otherwise agreed between the Company and any Offer Employee, such offers of employment shall be made pursuant to an offer letter in the form attached hereto as Exhibit B. If accepted, the offers of employment will become effective on a date mutually agreed between the Manager and the Company that is expected to occur on or about August 1, 2022 and will in no event be later than December 31, 2022 (the date on which any such employment commences, the “Employment Commencement Date” for such Offer Employee). Each Offer Employee will (i) terminate employment with the Manager and its affiliates effective immediately prior to the Closing Date, Purchaser shall, or shall cause one or more of Employment Commencement Date and (ii) cease to be an active participant in any employee benefit plans maintained by the Manager and its Designated Affiliates to, make a general offer of employment, affiliates effective as of immediately prior to the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Employment Commencement Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions The Company acknowledges and agrees that such each offer of employment has to an Offer Employee in accordance with this Section 2.02 is subject to, and conditioned upon, the Offer Employee’s execution and non-revocation of a separation agreement and release of claims substantially in the form attached hereto as Exhibit C (the “Separation Agreement”). The Manager will provide each Offer Employee with a Separation Agreement and use commercially reasonable efforts to cause each Offer Employee to execute such Separation Agreement and the Company acknowledges and agrees that it will not been accepted hire any Offer Employee who does not sign, or subsequently revokes, such Separation Agreement; provided, that the Manager shall have no obligation to pay any fee or grant any material concession to any Offer Employee for the purpose of obtaining any such Separation Agreement, or pay any costs and Purchaser expenses of any Offer Employee or one third party resulting from the process of obtaining such Separation Agreement. The Separation Agreement shall include, among other things, a waiver by the Manager of any non-compete provision applicable to such Offer Employee with respect to the Offer Employee’s services to the Company and the Manager further agrees that it shall not seek to enjoin any Offer Employee from providing services to or more accepting employment with the Company or any of its Designated Affiliates notifies Seller within 30 days affiliates at any time following the Closing Date Effective Time as a result of such any non-acceptance compete provision applicable to the Offer Employee. For purposes of this Section 2.02 and Section 2.03 hereof, the term “Offer Employee” shall, upon written notice to the Manager, also include any specified employee of the offer. The Business Employees Manager who are deemed is allocated by the Manager to have accepted such offer, and all Acquired exclusively provide services to the Company Employees, are collectively referred or any of its subsidiaries pursuant to as the “Transferred EmployeesTSA after the Effective Time.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date6.1.1 Seller shall deliver to Buyer, except as specifically provided in this Section 10.1(a). At least five not later than 45 days prior to the Closing Date, Purchaser an updated version of the Employee List that is current as of a date not less than 45 and not more than 60 days prior to the Closing Date. Not later than 15 Business Days prior to the Closing Date, Buyer shall, or shall cause one or more of its Designated Affiliates to, make offer employment with Buyer or one of its Affiliates to each Business Employee (other than each Leave Employee (as defined below)) providing for the same principal job location or a general principal job location as of immediately following the Closing that is no more than 50 miles from the employee’s principal job location as of the date of this Agreement and a position with a substantially similar title as of immediately following the Closing as the employee’s title as of immediately prior to the Closing, and with compensation and benefits consistent with the terms set forth in this Article 6; it being understood that such offer may provide for a reasonable adjustment to the territory of employmenta Business Employee who is a sales representative. Such employment with Buyer or one of its Affiliates shall be contingent on the Closing and, effective other than for Specified Employees, commence as of the Closing Date. Seller shall provide Buyer with all information reasonably necessary to make such offers of employment, through including each Business Employee’s legal name, address and e-mail address. For all purposes of this Article 6, with respect to any Delayed Commencement Employee, the date that such Delayed Commencement Employee commences active employment with Buyer or one of its Affiliates or the time of such commencement of employment shall be substituted for the terms “Closing Date” or “Closing”, respectively, wherever such term appears. Any Business Employee hired by Buyer or one of its Affiliates in accordance with this Section 6.1 shall be referred to as a general notice of transfer (pursuant to methodologies mutually agreed upon “Transferred Employee.” Nothing herein shall be construed as a representation or guarantee by Seller and Purchaser) to each Business Employee (including or its Affiliates that any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) accept the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser from Buyer or one or more of its Designated Affiliates, or will continue in employment with Buyer or one of its Affiliates notifies Seller within 30 days following the Closing Date Closing. Buyer shall provide Seller with a copy of the form of offer letter, and any other documentation, to be used to make offers in accordance with this Section 6.1 at least five Business Days prior to the extension of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, offers and all Acquired Company Employees, are collectively referred to as the “Transferred Employeeswill consider in good faith any comments promptly received from Seller.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Each Business Employee (other than Business Employees following who are on long-term disability or other long term leave of absence) who is not an Automatic Transferred Employee is referred to herein as an “Offer Employee”. With respect to non-U.S. Offer Employees, the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, to make a general an offer of employmentemployment to such non-U.S. Offer Employee (which offer may be of at-will employment to the extent permitted by applicable Law), at least fifteen (15) days prior to the anticipated Local Closing Date (or such longer period as may be required by applicable Law, the terms of any applicable Labor Contract or the Severance Obligations), with such employment to be effective as of the applicable Local Closing Date. With respect to U.S. Offer Employees, through a general notice the Purchaser shall, or shall cause one of transfer (pursuant its Affiliates to methodologies mutually agreed upon by Seller and Purchaser) make an offer of employment to each Business such U.S. Offer Employee (including which offer may be of at-will employment to the extent permitted by applicable Law), at least fifteen (15) days prior to the anticipated expiration of the term of the Employee Leasing Agreement (or such longer period as may be required by applicable Law, the terms of any individuals on maternity leaveapplicable Labor Contract or the Severance Obligations), short-with such employment to be effective as of the first day following the expiration of the term disability leave or another approved leave of absence)the Employee Leasing Agreement. In Any such offer of employment shall (i) comply with applicable Law, any applicable Labor Contract and this Section 5.10 and (ii) provide for terms and conditions of employment which, in the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Datesufficient to avoid Severance Obligations. Each Business such Offer Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that who accepts such offer of employment has from the Purchaser, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee”. The Seller shall retain all Liabilities with respect to any Offer Employee who does not been accepted and Purchaser accept an offer of employment that complies with the terms of this Agreement. Except as otherwise specifically provided in this Section 5.10 or one or more to the extent required by applicable Law, effective as of its Designated Affiliates notifies Seller within 30 days following the day after the Closing Date (or such later date on which a Transferred Employee commences employment with the Purchaser), the Transferred Employees shall cease (x) all active participation in and accrual of benefits under the Business Benefit Plans, other than any such nonplan that is sponsored, maintained, contributed to or required to be contributed to by the Transferred Entity and (y) receiving payment of their wages from the Seller Group. If and to the extent that any Business Employee who is on long-acceptance term disability or other long-term leave of absence as of the offer. The Closing Date but who would otherwise have been an Offer Employee is able to return to active employment within 180 days of the Closing Date, the Purchaser shall make such Business Employees who are deemed to have accepted Employee an offer of employment as provided above and, if accepted, such Business Employee will become a Transferred Employee from and after the date that his or her employment with the Purchaser or any of its Affiliates commences as provided in such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective Effective as of the Closing Date, through a general notice Buyer or one of transfer its Affiliates shall offer employment to all employees of Seller or its Affiliates who are dedicated to the business of Seller, including such employees who are designated as part-time (pursuant collectively, the "Business Employees"), other than those set forth on Schedule 2.3.1A, which offer shall require each such employee to methodologies mutually agreed upon by Seller execute the authorization and Purchaser) release in the form as set forth on Exhibit 2.3.1; provided, however, that Buyer shall not be required to each Business Employee (including any individuals offer employment to persons who, as of the Closing Date are on maternity temporary or industrial or non-industrial leave, short-including persons who are on sick leave, short or long term disability leave or another approved leave of absence). In who are listed on Schedule 2.3.1B (the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented "Inactive Employees”"), such offer shall be on terms and conditions satisfying until the requirements expiration of the applicable Collective Bargaining Agreement period of leave and then only if such persons return from such leave to employment within twelve (as set forth in Section 10.1(a)(ii12) below concerning Purchaser’s (months following the Closing or, if later, any period required by Law. Those Business Employees offered employment by Buyer or one or more of its Designated Affiliates’Affiliates (including Inactive Employees) assumption who accept employment with Buyer or one of its Affiliates shall be referred to herein as "Transferred Employees" as of the Collective Bargaining Agreements)date they commence employment with Buyer or one of its Affiliates. In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that Those employees who work less than 36 hours per week with Seller and who are subsequently offered fulltime employment with Buyer and who decline such offer of employment has not been accepted shall be provided lay off benefits from Buyer in accordance with Section 2.3.1(G) below. Transferred Employees shall be offered employment by Buyer without any relocation greater than fifteen miles from their current location, with positions as set forth on Schedule 2.3.1C and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days upon the following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, terms and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.conditions:

Offers of Employment. The parties hereto intend that there Buyer shall, or shall cause a Buyer Corporation to, make offers of at-will (to the extent permitted by applicable Law) employment to the Employees in accordance with the provisions of this Section 7.5, at least thirty (30) days prior to the Closing Date (or such longer period required by applicable Law or the terms of any Union Contract), with such employment to be a continuity effective as of the Closing (or such later date as provided in Section 7.5(e)). Any such offer of employment shall be for all Acquired Company a position that is comparable to the type of position held by such Employee immediately prior to the 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 automatic pursuant to applicable Law or the terms of any Union Contract. Each Employee (other than a European Employee) who accepts the offer of employment, including offers described in Section 7.5(e), from Buyer or a Buyer Corporation, is referred to herein as an “ASC Transferred Employee”. ASC Transferred Employees and Business European Transferred Employees following the Closing Date, except are referred to collectively herein as “Transferred Employees”. Except as otherwise specifically provided in this Article VII or to the extent required by applicable Law, effective as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans. Notwithstanding the foregoing, (i) any failure of any offer of employment made to an Employee primarily based in Russia (each, a “Russian Employee”) to comply with the timing requirements set forth in this Section 10.1(a). At 7.5(c) shall not be a breach of this Section, provided that (x) prior to the Closing Date each Russian Employee (1) executes a release of claims in favor of Ashland and any applicable Asset Selling Corporation in accordance with Russian law and in a form reasonably satisfactory to Ashland releasing Ashland and the Asset Selling Corporations from any and all claims arising from the failure to timely inform and consult with such Russian Employee, (2) is provided with a draft of an employment agreement with Buyer or a Buyer Corporation in substantially final form (a “Russian Employment Agreement”) and (3) executes and returns to Buyer such Russian Employment Agreement, and (y) Buyer or a Buyer Corporation executes each Russian Employment Agreement on or immediately prior to the Closing Date and (ii) any failure of any offer of employment made to an Employee primarily based in Mexico (each, a “Mexican Employee”) to comply with the timing requirements set forth in this Section 7.5(c) shall not be a breach of this sentence, provided that Buyer or a Buyer Corporation make offers of at-will (to the extent permitted by applicable Law) employment to each Mexican Employee in accordance with the provisions of this Section 7.5, at least five twenty three (23) days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, with such employment to be effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (later date as set forth provided in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements7.5(e). In the case of each other Business Employee (“Non-Represented Employees).”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity Buyer or one of its Affiliates shall offer employment for all Acquired to each Employee set forth on Section 4.15(a)(i) of the Company Employees and Business Employees following Disclosure Letter, on an “at will” basis effective on the Closing Date. Any Employee who accepts an offer of employment with the Buyer or one of its Affiliates shall be referred to as a “Transferred Employee”, except as specifically provided in this Section 10.1(a). At least five days provided, however, that any Employee who is not actively employed immediately prior to the Closing Date, Purchaser shall, Date (a “Leave Employee”) who accepts an offer of employment from the Buyer or shall cause one or more of its Designated Affiliates toshall not become a Transferred Employee until the date that such Leave Employee returns to active status with the Buyer or one of its Affiliates. With respect to Leave Employees, make all references to the “Closing” or “Closing Date” in this Agreement, except in this Section 6.1(a), Section 6.1(b) and Section 6.1(c), shall refer to the date on which a general Leave Employee becomes a Transferred Employee. Each offer letter of employmentemployment to an Employee shall provide for (i) the level at least equal to the level of base salary or base compensation provided to such Employee as set forth on Schedule 4.15(a)(i), effective (ii) target incentive opportunities (exclusive of equity incentive opportunities) that are no less than the level of such Employee’s target incentive opportunities provided to such Employee as set forth on Schedule 4.15(a)(i), (iii) the same work location provided to such Employee as set forth on Schedule 4.15(a)(i), and (iv) a title, duties, responsibilities, and authority that are comparable to those provided to such Employee as set forth on Schedule 4.15(a)(i). Prior to the extension of any employment offers in accordance with this Section 6.1(a), the Buyer shall provide the Asset Seller with a reasonable opportunity to review and comment on all documentation related to such employment offers. Effective as of the Closing Date, through the Asset Seller’s employment of each Transferred Employee, other than a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller Leave Employee, shall cease and Purchaser) to each Business the Buyer will not assume any Contracts for any Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absenceother than the Assigned Contracts and Assumed Employee Arrangements). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.