Common use of Transfer of Employees Clause in Contracts

Transfer of Employees. Effective immediately prior to the Closing, Seller shall request that GSI and its Subsidiaries to transfer the employment of the employees listed on Schedule 5.14 to the extent such individuals are employed by GSI and its Subsidiaries as of the Closing (the “Transferred Employees”) to one of the Purchased Entities, as determined by Purchaser. Seller and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, sick pay or other paid time off or other compensation and benefits payable with respect to the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closing.

Transfer of Employees. Effective immediately prior to the Unless otherwise agreed before Closing, Seller shall request that GSI and its Subsidiaries to transfer the Former Employer will terminate the employment of each restaurant-level employee at the close of business on the Closing Date. The Former Employer will directly pay all terminated employees, including any of the New Employees hired by the New Employer for earned and unused vacation, in accordance with the Former Employer’s normal policies (which does not call for PH to pay for accrued but unearned vacation). The terminated employees listed on Schedule 5.14 to may become New Employees of the extent such individuals are employed by GSI and its Subsidiaries New Employer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement with respect to the New Employees. All claims of the employees arising out of the employment with the Former Employer before the Closing Date will be the sole liability of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after the Closing Date, and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations for the New Employees who are on leave of absence or disabled on the Closing Date in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (the “Transferred Employees”) to one ), the Former Employer will (upon request of the Purchased Entities, as determined by Purchaser. Seller and Purchaser shall work together in good faith New Employer) use their reasonable best efforts to effect such transfer. All Liabilities with respect provide to accrued but unused vacation, sick pay the New Employer the services of some or other paid time off or other compensation and benefits payable with respect to all of the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be (as chosen by the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three New Employer) for up to 60 days after the Closing equal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to Purchaser in respect employees of the Value for the Unvested Equity Awards respective Businesses shall be used by Purchaser to implement a compensation plan. The Employees will participate permitted as provided in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon ClosingSchedule 8.2.

Transfer of Employees. Effective immediately prior In addition to the Closing, Seller shall request that GSI and its Subsidiaries to transfer the employment of the employees listed on Schedule 5.14 EA Directors pursuant to the extent Expert Agreements, as a condition of the Closing, Purchaser will offer employment to all employees of Seller on at least as favorable terms as Seller currently employs each such individuals are employed employee; provided, however, that Purchaser will have no continuing obligation after the Closing Date to continue the employment of any employee or to maintain the compensation of any employee at any particular level. Those employees hired by GSI Purchaser will be referred to herein as the “Hired Employees.” On the Closing Date, Seller will terminate all of the Hired Employees and its Subsidiaries will ensure full and final payment to such Hired Employees of all salary, commissions, accrued bonuses, any severance payments and benefits (including accrued vacation and personal time off) payable as of the close of business on the day preceding the Closing (the “Transferred Employees”) to one of the Purchased Entities, as determined by PurchaserDate. Seller and Purchaser shall work together in good faith will cooperate to effect such transfer. All Liabilities with respect transition the Hired Employees to accrued but unused vacation, sick pay or other paid time off or other compensation and benefits payable with respect Purchaser’s benefit programs so as to minimize (to the Transferred Employees extent reasonably possible) the loss of benefits of the Hired Employees. Each Hired Employee’s period of service and compensation history with Seller before the Closing shall be counted in connection with such transfer determining eligibility for, and the amount and vesting of, benefits under each of the employee benefit plans and arrangements of Purchaser following the Closing. Each Hired Employee who participates in an employee benefit plan that provides health care benefits (whether or in connection with their employment with GSI not through insurance) following the Closing shall participate without regard to any waiting period or any condition or exclusion based on pre-existing conditions, medical history, claims experience, evidence of its Subsidiaries insurability, or genetic factors, and shall be receive full credit for any deductible payments made, and account balances under any cafeteria or flexible spending plan existing, before the sole responsibility Closing. In the event that any Hired Employee receives an “Eligible Rollover Distribution” (within the meaning of Purchaser. Seller Section 402(c)(4) of the Code) from any Employee Benefit Plans of Seller, Purchaser shall pay cause an employee benefit plan maintained by Purchaser a cash payment within three days in which such Hired Employee participates after the Closing equal that is intended to 50% constitute a qualified plan under Section 401 of the value Code to accept a direct rollover of such eligible rollover distribution. Seller is solely responsible for any unvested stock optionsliability which may arise under the Worker Adjustment and Retraining Notification Act, restricted stock units, performance restricted stock units or any other unvested equity-based compensation 29 U.S.C. § 2102 et seq (the “Unvested Equity AwardsWARN Act”) granted by GSI as a result of any acts or any omissions of its Subsidiaries Seller prior to the Transferred Employees and Closing Date, or the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”)transactions contemplated by this Agreement, and such payment shall be treated as an adjustment to the ShopRunner Purchase Pricewill indemnify, the RueLaLa Purchase Price defend and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and hold Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested Parent harmless from and paid out on the Closing. The cash payment by Seller to Purchaser against any and all such liabilities in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closingaccordance with Section 17.1 hereof.

Transfer of Employees. Assignor agrees that Assignee shall have the right to offer employment to any employee of Assignor who is employed by Assignor at the BLM Project at the Effective immediately prior Date (a "Project Employee") on the terms determined by Assignee; and Assignee agrees at the Effective Date to offer the Project Employees employment on terms determined by Assignee and that no benefits of the Project Employees shall carry over except for accrued vacation and seniority of employment. Assignee agrees to give Assignor prompt written notice of all such offers of employment that are made to the ClosingProject Employees and any that are rejected. Assignee agrees to reimburse Assignor for severance payments and benefits (collectively, Seller "Severance Benefits") agreed to be made by Assignor to any Project Employee who is not offered comparable employment (including, without limitation, comparable wages and benefits) at the BLM Project. Assignor shall request have discretion in determining the Severance Benefits to be provided to the Project Employees provided that GSI such Severance Benefits are reasonably consistent with past practices of Assignor and its Subsidiaries to transfer affiliates. Additionally, if a Project Employee is employed by Assignee but is terminated by Assignee without cause within six (6) months following the date of employment of such Project Employee by Assignee, such Project Employee will be treated as a Project Employee who was not offered employment by Assignee. Each request for reimbursement by Assignor in respect to a Project Employee must only state (i) the employees listed on Schedule 5.14 identity of the Project Employee(s) who have received or will receive such Severance Benefits, and (ii) in reasonable detail, the amount of the Severance Benefits made or to be made to such Project Employee(s) and, if applicable, include a copy of any agreement entered into by such Project Employee(s) and Assignor with respect to termination of employment. The reimbursement payment shall be made by CED or Assignee within thirty (30) days following receipt by Assignee of such written request. Assignee agrees that, with respect to any Project Employee in respect of which Assignee shall pay or reimburse Assignor for Severance Benefits as described above, Assignee shall also pay (or to the extent such individuals are employed paid by GSI Assignor or any affiliate of Assignor, reimburse Assignor and its Subsidiaries as of the Closing (the “Transferred Employees”affiliates for) to one of the Purchased Entitiesany taxes, as determined by Purchaser. Seller and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, sick pay or other paid time off costs, related to such Severance Benefits and incurred by Assignor or other compensation and benefits payable with respect to the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closingaffiliates.

Transfer of Employees. Effective immediately No later than 10 days prior to the ClosingClosing Date, Seller Purchaser shall request that GSI make written offers of employment, effective as of 11:59 p.m. on the Closing Date (the “Transfer Time”), to all Employees who on the Closing Date are actively at work (each, an “Active Employee”), with compensation and its Subsidiaries to transfer the employment benefits levels as described in Section 9.01 of the employees listed Company Disclosure Schedule. Offers pursuant to this Section 9.01 shall comply with applicable Law. For purposes of this Agreement, any Employee who is not actively at work on Schedule 5.14 the Closing Date due to a short-term absence (including due to vacation, holiday, illness or injury of shorter duration than a long-term disability, jury duty or bereavement leave) in accordance with applicable policies of the extent Parent or its applicable Affiliate shall be deemed an Active Employee. With respect to each Employee who is not an Active Employee (an “Inactive Employee”) on the Closing Date, Purchaser shall make written offers of employment (which shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Article IX) to each such individuals are employed by GSI and its Subsidiaries Inactive Employee effective as of the date on which such Inactive Employee presents himself or herself to Purchaser for active employment following the Closing (Date to the same extent, if any, as the Company would be required to reemploy such Inactive Employee in accordance with its policies as in effect on the Closing Date and applicable Law. Each Employee who accepts Purchaser’s offer of employment is referred to herein as a “Transferred EmployeesEmployee”) to one . Purchaser shall perform the actions set forth in Section 9.01 of the Purchased Entities, as determined by Purchaser. Seller Company Disclosure Schedule (it being understood and agreed that Purchaser shall work together be permitted to use commercially reasonable efforts to perform such actions where commercially reasonable efforts are permitted under the terms of such Schedule). In the case of any Inactive Employee who becomes a Transferred Employee following the Closing Date, all references in good faith this Agreement to effect the Transfer Time shall be deemed to be references to 11:59 p.m. on the date that such transferindividual becomes a Transferred Employee. All Except as otherwise provided in this Agreement, the Company shall be responsible for all Losses and other Liabilities with respect relating to any non-Transferred Employees, including severance (if any) and the payment of accrued but unused vacation, sick pay or other paid time off or other compensation and benefits payable with respect to the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation vacation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”if any), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closing.

Transfer of Employees. Effective immediately prior to the Closing, Seller Sellers shall request that GSI and its Subsidiaries to transfer terminate at Commencement the employment of the employees Station Employees listed on Schedule 5.14 to the extent such individuals 14.1 who are employed by GSI and its Subsidiaries Sellers as of Commencement, other than (a) any such listed employees on leave as of such date (unless, with respect to employees on leave, the Closing Parties otherwise agree at Commencement) (“Employees on Leave”) and (b) any such listed employees that are Contract Employees (as defined below) (such employees terminated by Sellers at Commencement, the “Transferred Employees”). In the case of Contract Employees Sellers shall terminate the employment, but not the applicable Assigned Employment Agreements, of said Contract Employees and such employment termination shall be deemed effective as of Buyers’ assumption of such Contract Employees’ applicable Assigned Employment Agreements as set forth in Section 1.3(a) herein, which assignment and assumption the Parties intend to one occur concurrently with Commencement. At the time of such assignment and assumption, such Contract Employees will become Transferred Employees effective as of Commencement. In the case of Employees on Leave, Sellers shall retain the employment of the Purchased Entities, as determined by PurchaserEmployees on Leave until the end of each such employee’s leave or until each such employee’s employment would otherwise terminate in accordance with Sellers’ leave policies and applicable Law. Seller and Purchaser Buyers shall work together in good faith to effect such transfer. All Liabilities assume any reinstatement obligations with respect to accrued but unused vacationsuch Employees on Leave and shall offer such Employees on Leave immediate employment at such time as they are able and qualified to return to work, sick pay provided that such Employees on Leave are able and qualified to return to work and apply for reinstatement within six months following Commencement, or other paid time off such later date as may be required by Law. Upon hire by Buyers (the “Subsequent Hire Date”), such Employees on Leave shall also become Transferred Employees under this Agreement. Sellers shall remain solely liable and responsible for all pre-Commencement (or other compensation pre-Subsequent Hire Date, as applicable) obligations and benefits payable liabilities of Sellers or Emmis with respect to the Transferred Employees in connection Employees, and for all obligations and liabilities with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal respect to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Sellers or Emmis other than Transferred Employees, and of Sellers or Emmis with respect to Transferred Employees who do not accept employment with Buyers pursuant to Section 14.2 below, which liabilities and obligations shall be Excluded Liabilities, other than the “accrued vacation of Transferred Employees”) and that are forfeited as of the Closing (collectively, the “Value if any, for the Unvested Equity Awards”fiscal year of Sellers in which Commencement occurs (consistent with the vacation policy provided by Sellers to Buyers under Section 4.20), and such payment which shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted assumed by applicable Law. The Value for the Unvested Equity Awards shall be determined Buyers in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closingaccordance with Section 1.3 hereof.

Transfer of Employees. Assignor agrees that Assignee shall have the right to offer employment to any employee of Assignor who is employed by Assignor at the Navy I Project at the Effective immediately prior Date (a "Project Employee") on the terms determined by Assignee; and Assignee agrees at the Effective Date to offer the Project Employees employment on terms determined by Assignee and that no benefits of the Project Employees shall carry over except for accrued vacation and seniority of employment. Assignee agrees to give Assignor prompt written notice of all such offers of employment that are made to the ClosingProject Employees and any that are rejected. Assignee agrees to reimburse Assignor for severance payments and benefits (collectively, Seller "Severance Benefits") agreed to be made by Assignor to any Project Employee who is not offered comparable employment (including, without limitation, comparable wages and benefits) at the Navy I Project. Assignor shall request have discretion in determining the Severance Benefits to be provided to the Project Employees provided that GSI such Severance Benefits are reasonably consistent with past practices of Assignor and its Subsidiaries to transfer affiliates. Additionally, if a Project Employee is employed by Assignee but is terminated by Assignee without cause within six (6) months following the date of employment of such Project Employee by Assignee, such Project Employee will be treated as a Project Employee who was not offered employment by Assignee. Each request for reimbursement by Assignor in respect to a Project Employee must only state (i) the employees listed on Schedule 5.14 identity of the Project Employee(s) who have received or will receive such Severance Benefits, and (ii) in reasonable detail, the amount of the Severance Benefits made or to be made to such Project Employee(s) and, if applicable, include a copy of any agreement entered into by such Project Employee(s) and Assignor with respect to termination of employment. The reimbursement payment shall be made by CFP or Assignee within thirty (30) days following receipt by Assignee of such written request. Assignee agrees that, with respect to any Project Employee in respect of which Assignee shall pay or reimburse Assignor for Severance Benefits as described above, Assignee shall also pay (or to the extent such individuals are employed paid by GSI Assignor or any affiliate of Assignor, reimburse Assignor and its Subsidiaries as of the Closing (the “Transferred Employees”affiliates for) to one of the Purchased Entitiesany taxes, as determined by Purchaser. Seller and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, sick pay or other paid time off costs, related to such Severance Benefits and incurred by Assignor or other compensation and benefits payable with respect to the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closingaffiliates.

Transfer of Employees. Effective immediately prior to the Closing, Seller Sellers shall request that GSI and its Subsidiaries to transfer terminate at Commencement the employment of the employees listed on Schedule 5.14 to the extent such individuals 14.1 who are employed by GSI and its Subsidiaries Sellers as of Commencement, other than any such listed employees on leave as of such date (unless, with respect to employees on leave, the Closing Parties otherwise agree at Commencement) (“Employees on Leave”). For purposes of this Agreement, each employee listed on Schedule 14.1 who accepts employment with Buyers shall become a “Transferred Employee” as of Commencement. In the case of Contract Employees Sellers shall terminate the employment, but not the applicable Assigned Employment Agreements, of said Contract Employees and such employment termination shall be deemed effective as of Buyers’ assumption of such Contract Employees’ applicable Assigned Employment Agreements as set forth in Section 1.3(a) herein, which assignment and assumption the Parties intend to occur concurrently with Commencement. At the time of such assignment and assumption, such Contract Employees will become Transferred Employees effective as of Commencement. In the case of Employees on Leave, Sellers shall retain the employment of the Employees on Leave until the end of each such employee’s leave or until each such employee’s employment would otherwise terminate in accordance with Sellers’ leave policies and applicable Law. Buyers shall assume any reinstatement obligations with respect to such Employees on Leave and shall offer such Employees on Leave immediate employment at such time as they are able and qualified to return to work, provided that such Employees on Leave are able and qualified to return to work and apply for reinstatement within six months following Commencement, or such later date as may be required by Law. Upon hire by Buyers (the “Subsequent Hire Date”), such Employees on Leave shall also become Transferred Employees”) to one of the Purchased EntitiesEmployees under this Agreement. Sellers shall remain solely liable and responsible for all pre-Commencement (or pre-Subsequent Hire Date, as determined by Purchaser. Seller applicable) obligations and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, sick pay liabilities of Sellers or other paid time off or other compensation and benefits payable Emmis with respect to the Transferred Employees in connection Employees, and for all obligations and liabilities with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal respect to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Sellers or Emmis other than Transferred Employees, and of Sellers or Emmis with respect to Transferred Employees who do not accept employment with Buyers pursuant to Section 14.2 below, which liabilities and obligations shall be Excluded 37 Liabilities, other than the “accrued vacation of Transferred Employees”) and that are forfeited as of the Closing (collectively, the “Value if any, for the Unvested Equity Awards”fiscal year of Sellers in which Commencement occurs (consistent with the vacation policy provided by Sellers to Buyers under Section 4.20), and such payment which shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted assumed by applicable Law. The Value for the Unvested Equity Awards shall be determined Buyers in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closingaccordance with Section 1.3 hereof.

Transfer of Employees. Effective immediately prior In addition to the employment of each Secura Director pursuant to the Director Agreements, as a condition of the Closing, Purchaser will offer employment to all other employees and independent contractors of Seller shall request (excluding, for the avoidance of doubt, any purported employment or independent contractor relationship with Seller held by Xxxxxx X. Xxxxxxxx) with titles, responsibilities, compensation and benefits comparable to those currently provided by Seller to each such employee or independent contractor, subject to any adjustments that GSI may be necessary to conform to Purchaser’s customary and its Subsidiaries usual employment policies and practices. Notwithstanding the foregoing, Purchaser will not be obligated to transfer provide continued employment to some administrative employees if their duties are redundant with those of Purchaser’s existing employees; Purchaser will identify such employees, if any, in consultation with Seller no later than thirty (30) days after the Closing Date. In addition, Purchaser will have no continuing obligation after the Closing Date to continue the employment of any employee or to maintain the compensation of any employee at any particular level. Those employees listed on Schedule 5.14 hired by Purchaser will be referred to in this Agreement as the extent “Hired Employees.” Purchaser will provide Seller with a list of the Hired Employees no later than ten (10) days before the Closing. On the Closing Date, Seller will terminate all of the Hired Employees and will ensure full and final payment to such individuals are employed by GSI Hired Employees of all salary, commissions, accrued bonuses, any severance payments and its Subsidiaries benefits (including accrued vacation and personal time off) payable as of the close of business on the day preceding the Closing (the “Transferred Employees”) to one of the Purchased Entities, as determined by PurchaserDate. Seller and Purchaser shall work together in good faith will cooperate to effect such transfer. All Liabilities with respect transition the Hired Employees to accrued but unused vacation, sick pay or other paid time off or other compensation and benefits payable with respect Purchaser’s benefit programs so as to minimize (to the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any extent reasonably possible) the loss of its Subsidiaries shall be benefits of the sole responsibility of PurchaserHired Employees. Seller shall pay is solely responsible for any liability that may arise under the WARN Act as a result of any acts or omissions of Seller on or before the Closing Date, or the transactions contemplated by this Agreement (except as provided in the following sentence), and will indemnify, defend and hold Purchaser harmless from and against any and all such liabilities in accordance with Section 14.1 of this Agreement. Purchaser is solely responsible for any liability that may arise under the WARN Act as a cash payment within three days result of any acts or omissions of Purchaser after the Closing equal to 50% Date and any liability that may arise under the WARN Act as a result of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted transactions contemplated by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes this Agreement to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the that such liability would not have arisen had Purchaser complied fully with its obligations to extend offers of employment to Seller employees pursuant to this paragraph, and Purchaser will indemnify, defend and shall be based on the value hold Seller harmless from and against any and all such liabilities in accordance with Section 14.2 of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser in respect of the Value for the Unvested Equity Awards shall be used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closingthis Agreement.

Transfer of Employees. Effective The Contractor, and any New Contractor, shall use reasonable endeavours to organise its workforce so that there is not an organised grouping of employees whose principal purpose is to carry out the services on behalf of the Purchaser. In the event the TUPE Regulations apply to this Contract: the Purchaser and the Contractor agree that the TUPE Regulations will apply so that: the contracts of employment between the Purchaser (or the Preceding Contractor) and the Employees and any collective agreement between the Purchaser (or the Preceding Contractor) and any trade union recognised by the Purchaser (or the Preceding Contractor) in respect of any Employee shall have effect on and after the Commencement Date as if originally made between the Contractor or any Sub-Contractor and the Employees, or between the Contractor or such Sub-Contractor and the relevant trade union (as the case may be); all Employee Charges shall be apportioned on a time basis so that the part of the Employee Charges accruing in the period up to close of business on the day before the Commencement Date shall be borne and discharged by the Purchaser and the part of the Employee Charges accruing in the period commencing on the Commencement Date shall be borne and discharged by the Contractor; and the remainder of this Clause 41 will apply. Subject to Clauses 41.2.5 and 41.2.6, the Purchaser will indemnify and keep indemnified the Contractor on demand from and against any Employee Liabilities suffered or incurred by the Contractor in relation to any Employee which relate to or arise out of any act or omission by the Purchaser or any other event or occurrence in each case before the Commencement Date for which the Contractor is or becomes liable by reason of the operation of the TUPE Regulations and/or any judicial decision interpreting the same. The indemnity in this Clause 40.2.2 will not apply: to any Employee Liabilities in respect of any Employee who immediately prior to the Closing, Seller shall request that GSI and its Subsidiaries to transfer the employment Commencement Date was not an employee of the employees listed on Schedule 5.14 to the extent such individuals are employed by GSI and its Subsidiaries as of the Closing (the “Transferred Employees”) to one of the Purchased Entities, as determined by Purchaser. Seller and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, sick pay or other paid time off or other compensation and benefits payable with respect to the Transferred Employees in connection with such transfer or in connection with their employment with GSI or any of its Subsidiaries shall be the sole responsibility of Purchaser. Seller shall pay Purchaser a cash payment within three days after the Closing equal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the employees of the Purchased Entities (together with the Transferred Employees, the “Employees”) and that are forfeited as of the Closing (collectively, the “Value for the Unvested Equity Awards”), and such payment shall be treated as an adjustment to the ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The cash payment by Seller to Purchaser ; in respect of the Value for Contractor’s obligation in terms of the Unvested Equity Awards shall be used TUPE Regulations to employ the Employees on the terms and conditions of employment on which they were employed immediately before the Commencement Date and to recognise the Employees’ periods of continuous employment as at the Commencement Date. The Purchaser will indemnify and keep indemnified the Contractor on demand from and against any costs, claims, liabilities and expenses (including legal expenses on an indemnity basis) suffered or incurred by the Contractor as a result of any failure by the Purchaser to implement comply with its obligations under Regulation 13(2) of the TUPE Regulations, except to the extent that such failure arises as a compensation planresult of any failure on the part of the Contractor (or a Sub-contractor) to comply with its obligations under Regulation 13(4) of the TUPE Regulations. The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any Employee Liabilities suffered or incurred by the Purchaser in relation to any Employee or any representative of any Employee which relate to or arise out of any act or omission by the Contractor or any other event or occurrence in each case on or after the Commencement Date. The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any Employee Liabilities suffered or incurred by the Purchaser in relation to any claim by any individual whose contract of employment would have had effect on and after the Commencement Date as if originally made between the Contractor or a Sub-contractor and who resigns or treats their employment as having been terminated in terms of Regulation 4(9) or 4(11) of the TUPE Regulations or makes an objection under Regulation 4(7) of the TUPE Regulations by reason of any act or omission or anticipatory act or omission by the Contractor at any time before the Commencement Date. The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any costs, claims, liabilities and expenses (including legal expenses on an indemnity basis) suffered or incurred by the Purchaser as a result of any failure by the Contractor or a Sub-contractor to comply with its obligations under Regulation 13(4) of the TUPE Regulations. In the event the TUPE Regulations will apply at the point that Services or part thereof (or services fundamentally the same as the Services or part thereof) will begin to be carried out by the Purchaser or by a New Contractor, following the cessation or partial cessation of the provision of the Services or part thereof by the Contractor the Purchaser and the Contractor agree that: the contracts of employment between the Contractor or any relevant Sub-contractor and the Re-transferring Employees; and any collective agreement between the Contractor or such any Sub-contractor and any trade union recognised by the Contractor or such Sub-contractor in respect of the Re-transferring Employees shall, pursuant to the TUPE Regulations, have effect after the Re-transfer Date as if originally made between the Purchaser or any New Contractor and such Re-transferring Employees or between the Purchaser or any New Contractor and the relevant trade union as the case may be. In the event that (a) the TUPE Regulations apply; or (b) if the Purchaser considers that the TUPE Regulations may apply where it is anticipated that the Services or part thereof (or services similar to the Services or part thereof) will participate begin to be carried out by the Purchaser or by a New Contractor, following the cessation or partial cessation of the provision of the Services or part thereof by the Contractor, the Purchaser and the Contractor agree that the following Clause 42.5– 42.18 will apply. In the event that (a) the TUPE Regulations apply or (b) during the Transfer Assistance Period, the Contractor shall, at its own expense, provide the Purchaser in writing with such compensation planinformation as the Purchaser (acting reasonably) may request relating to the Assigned Employees at the time of such request, within such reasonable period as determined may be specified by the Purchaser, including (but not restricted to): the number of such Assigned Employees; the salary or wages and other remuneration paid to each such Assigned Employee; whether any awards granted thereunder will have vesting such Assigned Employee was ever at any time employed by the Purchaser in the provision services analogous or materially similar to the Service or any part thereof; the general terms and conditions substantially of employment of each such Assigned Employee, whether contractual or otherwise (including all particulars of employment that an employer is obliged to give to an employee in terms of section 1 of the Employment Rights Act 1996); the whole terms and conditions of any occupational pension scheme of which any such Assigned Employee is a member, together with the number of such Assigned Employees who are members of the scheme; information relating to any legally enforceable obligations on the Contractor or any Sub-contractor, to increase or otherwise vary the remuneration, benefits and other rewards to which such Assigned Employees may be entitled; information on any current or pending negotiations concerning terms and conditions of the employment of such Assigned Employees at the time of such request (including rates of remuneration); the job title, role, length of service and age of such Assigned Employees; details of any disciplinary procedure taken against any such Assigned Employee, or grievance procedure taken by any such Assigned Employee, within the two years before a request for such details, in circumstances where the Employment Xxx 0000 (Dispute Resolution) Regulations 2004 apply; details of any court or tribunal case, claim or action which: is outstanding between the Contractor or any Sub-contractor and any such Assigned Employee; has been brought against the Contractor or any Sub-contractor by any employee who was at the time an Assigned Employee, within the two years before a request for such information; and the Contractor or any Sub-contractor has reasonable grounds to believe that any such Assigned Employee may bring, arising out of such Assigned Employee’s employment with the Contractor or any Sub-contractor; and such other information as may reasonably be required by the Purchaser which is in the possession of the Contractor or any Sub-contractor at the time of the request or which can reasonably be obtained by the Contractor from any other third party. The Contractor consents to the Purchaser using the information obtained under Clause 42.5 for its own costing purposes and disclosing it to prospective bidders for the provision to the Purchaser of services the same as or materially similar to the Services or any part thereof. The Contractor shall ensure that the contracts of employment of Assigned Employees contain terms consenting to the disclosure of the information at Clause 42.5 to the Purchaser and to any prospective bidders for the provision to the Purchaser of services the same or materially similar to the Services or as any part thereof. The information provided under Clause 42.5 will be anonymised or coded by the Contractor or the relevant Sub-Contractor in such a way so as to prevent the disclosure of “personal data” (as defined in the Data Protection Legislation). If the disclosure of personal data is unavoidable, the Purchaser undertakes that:- it will only use the personal data for the purposes set out in Clause 42.6; it will keep the personal data secure in accordance with the Data Protection Legislation; it will seek to obtain from prospective bidders, to whom the personal data may be disclosed, undertakings:- not to disclose such personal data; that the personal data may only be used for the purposes of preparing a bid; that the personal data must be kept secure; To return or destroy the information constituting the personal data once a bid has been submitted or the Purchaser makes a decision not to proceed with a bid by the bidder granting the undertaking. The Contractor will not and will ensure that no Sub-contractor will in the Transfer Assistance Period, without the prior written consent of the Purchaser: materially vary the terms and conditions of any of the Assigned Employees (including rates of remuneration, benefits and other rewards) other than variations made in the normal course of business of the Contractor (or the relevant Sub-contractor) or except as required by law; or materially increase or decrease the numbers of Assigned Employees; or replace any of the Assigned Employees, save where the Contractor or the relevant Sub-contractor replaces any such individuals with individuals of equivalent or greater levels of skills and experience. enter into any new recognition agreement or collective agreement with a trade union in relation to the Assigned Employees or do any act which might be construed as recognition. At any time during the Transfer Assistance Period, the Contractor will allow, and will ensure that any relevant Sub-contractor will allow, the Purchaser or any New Contractor to meet the Assigned Employees and/or their appropriate representatives at their place of work within seven days of receiving a request by the Purchaser or any New Contractor. Not later than 28 days, before the Re-transfer Date, the Contractor will supply in writing to the Purchaser or, on request by the Purchaser, a New Contractor: the names of the individuals whom the Contractor expects at that time to be the Re-transferring Employees; the information set out in Clause 42.5, in respect of the Re-transferring Employees instead of the Assigned Employees, updated as near as practicable to the Re-transfer Date. Such information will not be anonymised or coded by the Contractor or any Sub-contractor unless that is required to ensure compliance with the Data Protection Legislation. On or before the Re-transfer Date, the Contractor will deliver to the Purchaser or, on request by the Purchaser, a New Contractor: any updates to the information provided under Clause 42.11 to reflect any subsequent changes to the Re-transferring Employees; and complete personnel records relating to the Re-transferring Employees. The Contractor undertakes to ensure that the information provided under Clauses 42.5, 42.11 and 42.12 is complete and accurate in all material respects respects. All Re-transferring Employee Charges shall be apportioned on a time basis so that the part of the Charges accruing in the period up to close of business on the vesting day before the Re-transfer Date shall be borne and discharged by the Contractor and the part of the Charges accruing in the period commencing on the Re-transfer Date shall be borne and discharged by the Purchaser or the relevant New Contractor. The Contractor will indemnify and keep indemnified the Purchaser (and/or on demand by the Purchaser, any New Contractor) on demand from and against any Re-transferring Employee Liabilities suffered or incurred by the Purchaser or any New Contractor in relation to any Re-transferring Employee which relate to or arise out of any act or omission by the Contractor or any other event or occurrence in each case before the Re-transfer Date for which the Purchaser and/or any New Contractor is or becomes liable by reason of the operation of the TUPE Regulations and/or any judicial decision interpreting the same. The indemnity in this Clause 40.15 will not apply in respect of the obligation of the Purchaser or a New Contractor in terms of the TUPE Regulations to employ the Re-transferring Employees on the terms and conditions of employment on which they were employed immediately before the Re-transfer Date (other than in relation to those Unvested Equity Awards benefits for old age, invalidity or survivors provided under an occupational pension scheme) and to recognise Re-transferring Employees’ periods of continuous employment as at the Re-transfer Date. The Contractor will indemnify and keep indemnified the Purchaser (and/or on demand by the Purchaser any New Contractor) on demand from and against any costs, claims, liabilities and expenses (including legal expenses) suffered or incurred by the Purchaser or any New Contractor as a result of any failure by the Contractor or any Sub-contractor to comply with its obligations under Regulation 13(2) of the TUPE Regulations, except to the extent that are forfeited upon Closingsuch failure arises as a result of any failure on the part of the Purchaser to comply with its obligations under Regulation 13(4) of the TUPE Regulations. The Purchaser will indemnify and keep indemnified the Contractor on demand from and against any Re-transferring Employee Liabilities suffered or incurred by the Contractor in relation to any Re-transferring Employee or any representative of any Re-transferring Employee which relate to or arise out of any act or omission by the Purchaser or any other event or occurrence in each case on or after the Re-transfer Date. The Purchaser will indemnify and keep indemnified the Contractor on demand from and against any costs, claims, liabilities and expenses (including legal expenses) suffered or incurred by the Contractor as a result of any failure by the Purchaser to comply with its obligations under Regulations 13(4) of the TUPE Regulations. The Contractor acknowledges and agrees that: the Purchaser may grant an indemnity in favour of each and any New Contractor to the same extent that the Contractor is undertaking to indemnify the Purchaser in terms of this Clause 42 and; that in the event of a claim on any indemnity in terms of this Clause 42 for loss incurred by the Purchaser, that loss shall include the amount, if any, which the Purchaser has paid or is required to pay to any New Contractor by virtue of any indemnity granted by the Purchaser in its favour in accordance with the provisions of this Clause 42.19.