Common use of Transferred Employees Clause in Contracts

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) At least fifteen (15) calendar days prior to the Closing Date and effective as of the Closing Date, Purchaser or one of its Affiliates agrees that it shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, all Branch Employees (it being understood that offers of employment will be made to Applicable Employees whose such employees of Seller or its Affiliates then working at the Branches and will also be subsequently extended to any individuals subsequently hired for employment rights are subject at the Branches prior to the UAW Collective Bargaining Agreement Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing DateDate (or, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment respect to an Applicable a Branch Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until on (x) disability leave at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects who actively commences employment with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of Purchaser within 180 calendar days after the Closing Date, shall continue or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such status and/or retain Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts Branch Employee’s active employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates Affiliates, shall become be defined as a “Transferred Employee.” To for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the extent such offer applicable Transfer Date. Subject to the provisions of this Section 8.7, Transferred Employees shall be subject to the employment by terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or its Affiliates is not accepted, Sellers shall, as soon as practicable Transferred Employee. For a period of three years following the Closing Date, terminate the Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersEmployee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such crediting employee search firms are not advised by Seller or its Affiliates after the date hereof to engage in targeted solicitations of service shall not operate Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Affiliates that is otherwise prohibited by this Section 8.7(a) or (iv) soliciting any Transferred Employee who ceases to duplicate be employed by Purchaser prior to Seller and/or any benefit to any of its Affiliates soliciting such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursEmployee.

Transferred Employees. Effective as of Not later than five Business Days prior to the Closing DateClosing, Purchaser or one of its Affiliates designated Affiliate shall make deliver, in writing, an offer of employment to each Applicable Employeeof the Employees listed on Seller Schedule 5.10(b) to commence immediately following the Closing. Notwithstanding anything herein The terms and conditions of the base salary or hourly rate, as applicable, included in such offers by Purchaser or its Affiliate to the contrary and except as provided in an individual employment Contract with any Applicable Employee Employees shall be not less than or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject inferior to the UAW Collective Bargaining Agreement base salary/hourly rate, as applicable, that each Employee receives from Seller as of the date of this Agreement. The terms and conditions of the other compensation opportunities and/or benefits included in such offers by Purchaser or its Affiliate to the Employees shall be the same as those provided to similarly-situated employees of Purchaser and its Affiliates as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each such offer of employment to an Applicable Employee who is not covered by shall be at the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base same salary or hourly wage rate and position in effect immediately prior to the Closing. Such individuals who accept such offer by the Closing Date are hereinafter referred to as the “Transferred Employees.” Purchaser shall provide, or cause to be provided, for a period of one year following the Closing Date (the “Continuation Period”) to each of the Transferred Employees, base salary or base hourly rate and a position of employment that is, in each case, substantially equivalent to those provided to such Transferred Employee immediately prior to the Closing. In the event that during the Continuation Period, (i) the employment of a Transferred Employee is involuntarily terminated by Purchaser, other than for cause or other than due to such Transferred Employee’s death or disability or (ii) Purchaser fails to provide a Transferred Employee with a base compensation or base hourly rate that is equal to or better to the base salary/base hourly rate than the base salary or base hourly rate of such Transferred Employee as was in effect immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity such Transferred Employee resigns his or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts her employment with Purchaser or one of its Affiliates within 30 days following such failure, then Purchaser shall be responsible for and commences working for Purchaser or one of its Affiliates shall become a “pay to such Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is , in a lump sum payment, not accepted, Sellers shall, as soon as practicable later than 60 days following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions date of the UAW Collective Bargaining Agreement. It is understood that the intent Transferred Employee’s termination of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefitsemployment, until at least the first anniversary following severance benefit (the “Severance Benefits”): two weeks of the Closing Date, Purchaser further agrees and acknowledges that it shall provide Employee’s base salary or base hourly rate (hourly rate to be multiplied by 80 hours) for each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary full year of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited service (pro-rated for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planpartial years), measured from the Transferred Employee’s date of hire reflected in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersSeller Schedule 5.10(b); provided, however, that in no event shall such crediting Severance Benefit be less than six weeks of service such base compensation/base hourly rate, and further provided that Purchaser’s obligation to pay the Severance Benefits shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion the Transferred Employee first executing Purchaser’s standard form release of all claims against Purchaser and its Affiliates, with such release to include a release of all claims against Seller and its Affiliates. The costs incurred for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit Severance Benefits shall be provided for any deductible or out-of-pocket amounts paid borne exclusively by such Transferred Employee during the plan year in which the Closing Date occursPurchaser.

Transferred Employees. Effective (a) Purchaser may, but shall have no obligation to, offer employment, to be effective as of the Closing Date and contingent upon the Closing, on terms to be determined by Purchaser, to any employees of Sellers engaged in the Business and identified on Schedule 9.1(a) (collectively the “Transferred Employees”). The parties acknowledge and agree that it is not the intention of the parties that any Contracts of employment of any employees of Sellers shall be assumed by Purchaser as a result of the Transaction. The Sellers will be responsible for and will discharge all obligations and liabilities accrued and outstanding in respect of the Transferred Employees up to 11:59 p.m. on the date immediately preceding the Closing Date, . The Purchaser or one will discharge all of its Affiliates shall make an obligations and liabilities accruing on and after the Closing Date in respect of all Transferred Employees who accept Purchaser’s offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates Each Seller shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual use reasonable commercial efforts (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits but shall not be subject required to provide additional compensation) to (i) encourage the Transferred Employees to continue their employment with such Seller until Closing and thereupon to accept employment with Purchaser and (ii) assist Purchaser in employing Transferred Employees. Notwithstanding the foregoing, in the event any exclusion for any pre-existing Transferred Employee notifies a Seller of his or her intention to terminate his or her employment or other engagement with a Seller, such Seller will promptly, but in no event later than three business days, provide notice to Purchaser of such intention. The content of all employment offer letters or agreements issued to Transferred Employees employed in the United States by Purchaser shall be in forms in the discretion of Purchaser; provided Purchaser shall provide Sellers with a reasonable opportunity to review and comment on all such employment offer letters and agreements. The content of all employment offer letters or agreements issued to Transferred Employees employed in Canada by Purchaser shall be on substantially the same terms and conditions of employment in the aggregate as are currently in place with respect to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursEmployees’ employment arrangements with Sellers.

Transferred Employees. Effective Schedule 5.18(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, Purchaser or one or, in the case of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Business Employees whose employment rights are immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the UAW Collective Bargaining Agreement Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, shall be made in accordance with the applicable terms and conditions are on a leave of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act absence (which is defined as being away from work for a period of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for over fourteen (i14) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding calendar days for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursapproved reason other than vacation).

Transferred Employees. Effective as Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Employee Transition Date. As used herein, “Employee Transition Date” means such date, on or after the Series B Closing Date and not later than one day after the date upon which Takeda funds its initial purchase of Series B Preferred Stock (or if such date does not immediately precede a Business Day, the next succeeding date that immediately precedes a Business Day), upon which Maverick elects to transition the employment of the Transferred Employees from Harpoon to Maverick, as designated by Maverick upon notice to Harpoon at least one day in advance. Prior to or on the Employee Transition Date, Purchaser or one Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of its Affiliates shall make an written offer letters, with such employment to commence on the first Business Day immediately following the Employee Transition Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment to each Applicable Employee. Notwithstanding anything herein to either before or after the contrary Employee Transition Date, Maverick shall be responsible for all Liabilities (including salaries and except as provided in an individual benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment Contract with any Applicable Employee or as required by from and after the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as initial date of the Closing Date, Transferred Employee’s employment with Maverick. Harpoon shall be made in accordance with the applicable terms responsible for providing notice and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations health continuation coverage under the Labor Management Relations Act of 1974, as amended. Each offer of employment COBRA to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event on or after the Closing Employee Transition Date, subject . With respect to the terms all confidentiality and conditions of the UAW Collective Bargaining Agreement. It is understood invention assignment provisions applicable to Transferred Employees contained in Contracts that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Transferred Employees entered into with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates Harpoon on or prior to the first anniversary Employee Transition Date, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Employee Transition Date, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 Intellectual Property or use of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees shall be credited for their actual and credited service entered into with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Harpoon on or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Transition Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in this Section 8.1, CVC shall promptly pay MSG the portion of any annual or long-term cash incentive awards established under the 2006 Cablevision Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by CVC) or the CVC Long Term Incentive Plan that has accrued but has not yet been paid up to the date of transfer with respect to any employee that transfers from CVC to MSG on or after the Distribution Date (or in advance of the Distribution Date if such transfer was in connection with the Distribution). MSG shall refund to CVC any portion of such amount to the extent it relates to an individual employment Contract award that is ultimately forfeited by such employee without payment (such refund, if any, to occur promptly after a forfeiture of any such award). MSG shall promptly pay CVC the portion of any annual or long-term cash incentive award established under the 2006 Cablevision Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by CVC) or the CVC Long Term Incentive Plan that has accrued but has not yet been paid up to the date of transfer with respect to any employee that transfers from MSG to CVC on or after the Distribution Date (or in advance of the Distribution Date if such transfer was in connection with the Distribution). CVC shall refund to MSG any portion of such amount to the extent it relates to an award that is ultimately forfeited by such employee without payment (such refund, if any, to occur promptly after a forfeiture of any such award). In connection with any Applicable Employee performance-based award granted in March 2007 (where the performance objective(s) relates to 2009 performance) or as any annual bonus relating to 2009 performance, the “prompt” payment required by under this Section 8.1(c) with respect to any employee that transfers after December 31, 2009 and before the terms payment of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Datesuch awards, shall be made in accordance with the applicable terms and conditions full actual amount of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal such calculated payment to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and employees once determined (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable rather than the severance benefits such Transferred Employee would have received under accrued amount at the applicable Benefit Plans listed on Section 4.10 date of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plantransfer), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) As of the Closing Date (for purposes of this Section 5.4, the Closing Date shall also refer to the date of each Subsequent Closing, as applicable), Buyer shall make offers of employment to all Business Employees listed on Schedule 3.8(a)(i) as amended and presented to Buyer at Closing and anytime prior to Closing if reasonably requested by Buyer (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employees on long-term disability, any Business Employee whose employment is automatically transferred to Buyer pursuant to any applicable Law of any non-U.S. jurisdiction (a "non-U.S. Law") regardless of whether such Business Employee accepts Buyer's offer of employment ("Mandatorily Transferred Employees") with respect to which the terms of Section 5.4(p) shall apply, or any Business Employee employed by Avaya Tianjin); provided that: (i) unless otherwise required under applicable non-U.S. Law, with respect to any Business Employee who is on leave or short-term disability as of the Closing Date, Purchaser or one of its Affiliates Buyer shall only be required to make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable such Business Employees whose employment rights who are subject able and willing to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment return to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee work within 180 days after the Closing Date, subject and (ii) with respect to the terms and conditions of the UAW Business Employees covered by a Collective Bargaining Agreement or a Non-U.S. Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable , Business Employees with non- standard individual agreements providing for severance benefitson leave, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser short-term disability or its Affiliates long-term disability on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date who subsequently are able and willing to credit for such service under any similar employee benefit plansreturn to work shall be offered employment if, programs as and when required by the applicable Agreement. A Business Employee who accepts Buyer's offer of employment and commences employment with Buyer or arrangements who is a Mandatorily Transferred Employee, in either case, as of any the effective date of Sellers or any Affiliate of Sellerstheir employment with Buyer, are collectively referred to as "Transferred Employees"; provided, however, that such crediting of service no Early Retiree shall not operate to duplicate any benefit to any such be a Transferred Employee or the funding for any such benefitEmployee. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under who are represented by a Parent Employee Benefit Plan union on the Closing Date are referred to as "Represented Transferred Employees"; and Transferred Employees who are not represented by a union on the Closing Date are referred to as "Salaried Transferred Employees." Employment with Buyer of Transferred Employees shall be effective as of the day following the Closing Date, and credit shall be provided for any deductible except that (x) the employment of Salaried Transferred Employees receiving short-term disability benefits or outon approved leave of absence (excluding vacation, holiday, scheduled non-ofworking day or illness other than short-pocket amounts paid by such Transferred Employee during the plan year in which term disability) on the Closing Date occurswill become effective as of the date they present themselves for work with Buyer; provided, however, that Buyer shall not be required to employ any Salaried Business Employee who is able to return to active service and does not present himself or herself for work with Buyer on the first Business Day following the last day of his or her approved absence, and no such Business Employee shall be a Transferred Employee, and (y) the employment of the Represented Transferred Employees receiving short-term or long-term disability benefits or on an approved leave of absence on the Closing Date will become effective if, as and when required by the applicable Agreement. Buyer agrees to assume all immigration-related rights, duties and obligations of Seller with regard to both nonimmigrant and immigrant processes, including the obligations of all certified labor condition applications, labor certification applications, and immigrant visa petitions, and act as successor in interest with regard to such applications and petitions.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- non-standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as Harpoon’s employment of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with Sellers and each of their respective Affiliatesthe Series B Closing, for purposes of eligibility, vesting and benefit accrual (except Maverick shall in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing good faith offer employment to the same extent as Transferred Employees, pursuant to terms of written offer letters, with such Transferred Employee was entitled as of employment to commence on the first Business Day immediately prior to following the Series B Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, Date. In the event that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee accepts Maverick’s offer of employment either before or after the funding Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such benefitemployment from and after the initial date of the Transferred Employee’s employment with Maverick. Such benefits Harpoon shall not be subject responsible for providing notice and health continuation coverage under COBRA to any exclusion for any pre-existing conditions Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such conditions were satisfied by such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees under a Parent Employee Benefit Plan as of contained in Contracts that Transferred Employees entered into with Harpoon prior to the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursSeries B Closing.

Transferred Employees. Effective as The Purchaser shall (or shall cause one of its Purchaser Affiliates listed on Part 9.8(a)(i) of the Closing DateDisclosure Schedule or a third party professional employer organization listed on Part 9.8(a)(ii) of the Disclosure Schedule to) offer employment to, or contract with the applicable existing third party professional employer organization to continue the employment relationship of, each of the employees of the Seller listed on Part 9.8(a)(iii) of the Disclosure Schedule (the “Designated Employees”) on terms and conditions [***] and that otherwise comply with this Section 9.8; provided that Seller shall be permitted to postpone the transfer date of the respective employment relationship with the Designated Employees who are employees of [***] until [***] at the latest, or cancel such transfer in connection with [***], and the offers shall contemplate such possibility. Each offer of employment made pursuant to this Section 9.8(a) must comply with the timing requirements set forth on the list labeled “Offer Calendar” provided from the Seller to the Purchaser on the date of this Agreement (the “Offer Calendar”), including the requirement for a [***] to be extended by the specified deadline (if applicable), the deadline for [***], the [***], the [***] and the [***]. Purchaser shall notify Seller within [***] of making any offer to any Designated Employee, or any Designated Employee accepting or rejecting any offer. The Designated Employees who accept employment with the Purchaser or one of its Affiliates shall make an offer shall, effective upon commencement of employment with the Purchaser or one of its Affiliates, be referred to each Applicable Employeeherein as “Transferred Employees”. Notwithstanding anything herein to The Designated Employees who do not accept employment with the contrary and except as provided in an individual employment Contract with any Applicable Employee Purchaser or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Purchaser Affiliates as of the Closing Date, Date shall be made in accordance referred to as the “Non-Transferring Employees”. The other employees of the Seller and its Affiliates who are not Designated Employees shall be referred to collectively herein as “Non-Designated Employees”. With respect to any Designated Employee who will provide services to the Purchaser pursuant to the Transition Services Agreement following the Closing, such Designated Employee shall be deemed to be a Transferred Employee for the purposes of this Agreement solely upon the date such individual commences employment with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for such employees the terms Closing and Closing Date in this Section 9.8 shall mean the date on which such individual’s employment with the Purchaser or one of its Affiliates commenced. Prior to such date, such individual shall become be deemed to be a “Transferred Employee.” To Non-Transferring Employee for the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent purposes of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) The Buyer will offer to employ all of the Employees effective as of the Closing Date. The Buyer will communicate offers of employment in accordance with any applicable legal requirements and in a form mutually acceptable to the Seller and the Buyer. All such Employees shall be offered employment with the Buyer in all cases (i) in a position requiring comparable skills and abilities as such Employee's position with the Seller on the Closing Date, Purchaser (ii) with annual base salary, or one weekly or hourly rate of pay which is equal to such Employee's pay with the Seller on the Closing Date and with a total cash compensation opportunity consisting of such annual base salary plus variable compensation, at target performance, that is at least 90% of total cash compensation opportunity at target performance, of the Employee's position with the Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with the Seller on the Closing Date, and (iv) with a work schedule that is no more than a two-hour adjustment to the starting or ending time, and with the same regular scheduled work days, of the Employee's position with the Seller on the Closing Date (a "Comparable Job Offer"). In the event the Buyer breaches its Affiliates obligations under this Section 8.1(a) to offer each Employee a Comparable Job Offer, the Buyer shall make be obligated to pay any severance benefits to any such Employee (unless such Employee otherwise accepts employment with the Buyer) in accordance with the payment terms set forth in the severance plan of Wachovia Corporation. Each Employee who accepts the Buyer's offer of employment and commences employment with the Buyer hereunder shall become a "Transferred Employee" on the Closing Date. The Buyer hereby agrees to reasonably cooperate with the Seller in obtaining, in connection with any acceptance of an offer of employment with the Buyer, or any termination of a Transferred Employee by the Buyer, an executed release from such Transferred Employee providing that the Seller and its Affiliates shall not be responsible for any severance claims or obligations for such Transferred Employee with respect to each Applicable Employeeany severance plan, policy or practices of the Seller or any of its Affiliates or predecessors. Notwithstanding anything herein Seller acknowledges and agrees that Buyer shall not be liable or bear any responsibility as a result of any Transferred Employee refusing or failing to execute and deliver a release to Seller. With respect to any Employee who accepts an offer of employment from the contrary and Buyer who on the Closing Date is on military leave, medical leave, short-term disability or other leave of absence approved by the Seller (but excluding any Employee absent by reason of long-term disability, for whom the Seller will retain all liability), except as provided in an individual employment Contract with any Applicable Employee or as required by applicable law, the terms of an Assumed Plan, offers of Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of such Employee's leave. Any such Employee will cease employment with the UAW Collective Bargaining Agreement and Purchaser’s obligations under Seller at the Labor Management Relations Act end of 1974, as amendedsuch leave of absence. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Nothing in this Agreement shall provide, until at least be construed as an employment contract between the first anniversary of the Closing Date, for (i) base salary Buyer and any Transferred Employee. The Buyer shall not have any responsibilities or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately rights regarding any Employee terminated prior to the Closing Date and (ii) or any Employee who has received a Comparable Job Offer from the Buyer but who chooses not to become an employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeBuyer.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective As of the Closing Date, the employees of the Company (and Affiliate of Company) who are actively employed by the Company (and/or by any Affiliate of Company) (the “Active Employees”) and all of the key employees of the Company (or Affiliate thereof) (the “Key Employees”) shall be offered employment by either Buyer or one of its Affiliates (the “Employer”). The Company shall use its commercially reasonable efforts to cause substantially all of the Active Employees and all of the Key Employees to accept employment with the Employer prior to the Closing and will use its commercially reasonable to cause all Active Employees to accept employment with the Employer within ten (10) Business Days of the Closing; provided, however, to the extent that the employment of an Active Employee is subject to a work visa (a “Foreign Employee”) such ten (10) day period shall be extended for such time as necessary for the Foreign Employee to have the necessary paperwork to be employed by the Employer completed so long as such extended period does not exceed forty-five (45) Business Days after the Closing Date. The Foreign Employees of the Company are set forth on Schedule 4.9(a). Not later than the Closing Date (or such later date as may be agreed in writing by Buyer or, in the case of certain Active Employees and Foreign Employees, such longer period specified in the preceding sentence), the Company shall have terminated the employment of all Active Employees. The Employer shall not offer employment to any employees of the Company who, as of the Closing Date, Purchaser are absent from active employment with the Company for any reason (including as a result of layoff or one leave of its Affiliates shall make an offer of absence) (the “Inactive Employees” and, together with the Active Employees and the Key Employees, the “Company Employees”). The Active Employees and Key Employees who accept employment to each Applicable Employee. Notwithstanding anything herein to with the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Employer shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, referred to herein as amended. Each offer of employment to an Applicable Employee “Transferred Employees.” The Company Employees who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in offered employment with, or who do not accept employment with, the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equityEmployer shall be referred to herein as “Non-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeEmployees.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser limit the Employer’s ability to modify the salary, wage, benefit or any of its Affiliates from terminating overall compensation level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause. Except as described in this Section 4.9, neither Buyer nor any of its Affiliates shall have any Liability with respect to any Non-Transferred Employee or former employee or retiree of the Company (except with respect to individuals subsequently hired by the Buyer or any of its Affiliates)(including any Person currently covered by any benefit plan of the Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). The Company shall be solely responsible for the payment of all wages, subject salaries and other compensation and employee benefits (including any commissions, accrued vacation, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the terms execution, delivery or performance of this Agreement), retirement and conditions any other benefits, premiums, claims and related costs) based on or arising under employment with the Company of the UAW Collective Bargaining AgreementCompany Employees or arising under any applicable Law or Legal Requirement as applied to Company or any Affiliate, including without limitation, the Transferred Employees. It is understood that Without limiting the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser foregoing, the Company shall be responsible for the payment of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance accrued bonuses, vacation pay, severance, notice pay, supplemental pension, gratuity, retirement, deferred compensation and any other benefits, until at least the first anniversary of premiums, claims and related costs owed to, or accrued with respect to any Transferred Employees up to the Closing Date. Buyer shall be solely responsible for the payment of all wages, Purchaser further agrees salaries and acknowledges that it shall provide other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, premiums, claims and related costs) to each any of the Transferred Employee who is not covered by Employees arising solely out of their employment with the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Employer or its Affiliates on or prior to the first anniversary of after the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one Neither Buyer nor any of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service assume any Liability with Sellers and each respect to any Employee Benefit Plan of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers Company or any Affiliate or other employee benefit plan of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee kind or nature maintained by the funding Company or Affiliate thereof for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan of their employees, former employees or retirees, except as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year set forth in which the Closing Date occursthis Section 4.9.

Transferred Employees. Buyer agrees to offer employment to the ----------------------- listed employees of the Industries Group ("Transferred Employees") and on such terms as are set forth on Schedule 5.2. Effective as of the Closing Date, Purchaser each Transferred Employee shall be offered employment at will by Buyer at a salary or one hourly rate not less than that indicated on Schedule 5.2 and, upon the Transferred Employee's acceptance thereof, the employment by Seller of the Transferred Employee shall terminate. Buyer shall provide such benefits, holidays, vacation days and the like to the Transferred Employees as Buyer provides to its Affiliates employees generally. Except to the extent accrued on the Closing Date Balance Sheet, Seller shall make an offer be responsible to the Transferred Employees for all compensation for past services and benefits accrued to the Closing Date (including wages and accrued vacation) to which they may be entitled. Seller shall cooperate with Buyer in the orderly transfer of the Transferred Employees to Buyer. In administering employee benefit plans for the Transferred Employees after the Closing Date, Buyer will credit each Transferred Employee solely for vesting and eligibility purposes with all years of service of such Transferred Employee credited for such purpose with the Industries Group. Without limiting the generality of the foregoing, no waiting period or exclusion from coverage of any pre- existing medical condition shall apply to the Transferred Employees' participation in any employee benefit plan of Buyer after the Closing Date if such Transferred Employee was a participant in Seller's benefit plans for at least thirty days prior to the date of employment to each Applicable Employeeof such Transferred Employee by Buyer. Notwithstanding anything herein to the contrary contrary, Buyer shall be responsible for and except as provided in an individual employment Contract with assume all compensation, benefits and severance of Transferred Employees to the extent accrued on the Closing Date Balance Sheet. Buyer shall promptly reimburse IVAX and/or Seller for any Applicable Employee and all payments made to or as required by for the terms benefit of an Assumed Plan, offers employee of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made Seller in accordance connection with the applicable terms and conditions termination of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of an employee's employment with Seller ("Severance Payments") made by IVAX and/or Seller to an Applicable Employee any person who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary a Transferred Employee but who was an employee of the Closing Date, for Seller and involved in the conduct of the Business during the one (i1) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to month period ending on the Closing Date and who is employed with Buyer within one (ii1) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee year after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) Prior to the Closing, Purchaser shall offer, or cause to be offered, employment, effective as of the date specified in the last sentence of Section 5.8(i), to each Employee who is identified by Purchaser in a written list delivered to Seller not later than May 31, 2002 (each, a “Designated Employee”). Such offer of employment shall be on terms and conditions comparable (but not necessarily identical) to those terms and conditions of employment applicable to such Employees immediately prior to the Closing. Employees who accept such offer of employment with Purchaser as of the Closing are referred to herein as the “Transferred Employees.” Seller shall before the Closing (i) identify those service providers in relation to the Business who qualify as independent contractors and any temporary agency agreements covering services related to the Business and (ii) at Purchaser’s election, assist Purchaser in retaining the services provided by such contractors and under such agreements. For a period of one year immediately following the Closing, neither Purchaser nor any of its Subsidiaries nor any of their respective successors shall employ, or engage as a consultant or independent contractor, any Designated Employee who does not become a Transferred Employee. From the date hereof until the date on which Purchaser has provided Seller with a written notice identifying the Designated Employees pursuant to this Section 5.8(a), Seller shall ensure that no Employee is transferred to any business unit of Seller or any of its Subsidiaries or ERISA Affiliates to the extent such transfer would, immediately following the Closing, interfere with Purchaser’s ability to effectively employ the Conveyed Assets. As of the Closing Date, Purchaser or one Seller shall terminate the employment of its Affiliates shall make each Designated Employee who has rejected an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required made by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made Purchaser in accordance with the applicable terms this Section 5.8, and conditions for a period of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of one year immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing DateClosing, terminate the employment none of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Subsidiaries or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)their 50 respective successors shall employ, in or engage as a consultant or independent contractor, any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersDesignated Employee; provided, however, that such crediting of service shall any Designated Employee who does not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan commence employment with Purchaser effective as of the date specified in the last sentence of Section 5.8(i) may continue to receive compensation from (but not perform services for) Seller for such period of time as is necessary for Seller to avoid liability under each of the laws, rules and regulations referenced in Section 5.8(l) (but in no event may such period extend beyond (x) August 25, 2002, or, if later, the Closing Date, and credit shall be provided for any deductible or out(y) if Purchaser does not require such Designated Employee to accept or reject Purchaser’s offer of employment prior to June 10, 2002, seventy-of-pocket amounts paid by five (75) days following the date such Transferred Designated Employee during the plan year in which the Closing Date occursrejects such offer of employment).

Transferred Employees. Effective as of Prior to the Closing Date, Purchaser Buyer (or one its designee) shall offer employment or admission as principal, as the case may be, to substantially all of the Business Employees in accordance with terms and conditions generally applicable to similarly situated personnel of Buyer, which offers shall be subject to Buyer’s satisfaction with the results of Buyer’s customary pre-employment or pre-admission procedures, as the case may be, (including Buyer’s customary screening and background checks), with such employment or admission, as the case may be, commencing on the first (1st) Business Day after the Closing Date. Such offers will be contingent upon a Business Employee’s agreement to restrictive covenants including non-solicitation, non-hire and confidentiality that are consistent with such covenants as are generally applicable to personnel of Buyer or its Affiliates designees who are of a similar level of seniority. The parties will reasonably cooperate to coordinate the termination of employment with Sellers and the transfer of any Business Employees who accept an offer of employment or admission, as the case may be, and execute all documents required for employment or admission, as the case may be, with Buyer (or its designee) (the “Transferred Employees”). Each Seller agrees to use reasonable best efforts to provide all relevant information necessary to assist Buyer in the transfer of the Transferred Employees, including all relevant payroll and withholding tax information with respect to the Transferred Employees; provided that Buyer shall not have access to personnel records of any Seller which in Seller’s good faith opinion cannot be disclosed to Buyer pursuant to applicable Law. Nothing contained herein shall be construed to limit or affect any right of Buyer or its designees to terminate any Transferred Employee at any time or for any reason with or without cause. Effective upon Closing, each Seller hereby waives and releases each Transferred Employee from any and all contractual, common law or other restrictions enforceable by Sellers on the employment, activities or other conduct of such individual after such individual’s termination of employment with Sellers (other than any obligation not to disclose confidential information of Sellers and their clients to Persons other than Buyer and its designees) to the extent necessary for such Transferred Employee to accept Buyer’s (or its designee’s) offer of employment or admission as a principal, as the case may be. Sellers and Buyer agree to cooperate in good faith to identify Additional Business Employees to whom Buyer may choose to extend offers of employment or admission as principal and facilitate such offers and, with respect to any such Additional Business Employees to whom Sellers agree such offers may be extended, Sellers agree to provide waivers of the non-solicitation provisions of the Confidentiality Agreement sufficient to permit Buyer to make such offers of employment or admission as principal, as the case may be and, effective upon employment or admission by Buyer, terminate the restrictions referenced in the prior sentence above with respect to each Additional Business Employee who receives an offer of employment or admission as a principal to the extent necessary for Buyer to make such offer; provided that nothing herein shall require Sellers to permit Buyer to extend an offer of employment to each Applicable Employee. Notwithstanding anything herein any Additional Business Employee who, in Sellers’ reasonable judgment, is reasonably necessary to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as continued operation of the Closing Date, shall be made in accordance with business of Sellers following the applicable terms Closing; and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements provided further that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity event that before or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Datean Additional Business Employee’s responsibilities consist primarily of providing services in connection with the Business or, subject after the Closing, the Acquired Assets and the Assumed Contracts, Sellers shall cooperate with and assist Buyer as it reasonably requests in securing the employment or admission of such employee so long as Buyer agrees to enter into a reasonable arrangement to assure Sellers access to the terms assistance of and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition services from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except such employee necessary for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurscontinuing operations.

Transferred Employees. Effective as As of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable Offer Letter, Buyer shall offer to employ each employee and Excluded Independent Contractor of the Company set forth on Schedule 4.7(a) (the “Business Employees”) upon the same (or comparable as a whole) terms and conditions of the UAW Collective Bargaining Agreement employment, including base salary, commission, bonus and Purchaser’s obligations under the Labor Management Relations Act of 1974incentive compensation and severance, in each case as amendedset forth in Schedule 4.7(a) and shall offer to provide employee benefits in accordance with Section 4.7(c). Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect Effective as of immediately prior to the Closing Date Closing, the Company shall have terminated the employment of all Business Employees. The Business Employees who accept employment with Buyer are referred to herein as “Transferred Employees.” Buyer shall credit as time employed by Buyer each Transferred Employee’s time employed by the Company with respect to each of Parent’s and/or Buyer’s Employee Benefit Plans, as applicable, to the extent provided in Section 4.7(c). Buyer shall (i) accept transfer of the earned and accrued but unused vacation time of the Transferred Employees, with such employees’ consent, and (ii) employee pension and welfare benefitsprovide the Transferred Employees with a reasonable opportunity to use such time, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of which otherwise shall be subject to Buyer’s policies after the Closing Date. Buyer shall assume all ongoing severance obligations of the Company to the Transferred Employees, which obligations shall continue in such status and/or retain such rights be the responsibility of Buyer after the Closing Date provided, however, that, in the Ordinary Course interest of Businessclarity, the Company shall be responsible for all Transferred Employee severance obligations occurring prior to or on the Closing Date (including any severance obligation arising by reason of the termination of the Transferred Employee by the Company as provided in the second sentence of this Section 4.7(a). Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one Except as described in this Section 4.7, neither Buyer nor any of its Affiliates shall become have any Liability with respect to any Business Employee or other or former employee or retiree of the Company who is not a “Transferred Employee (including any Person currently covered by any Employee Benefit Plan of the Company who is not a Transferred Employee.” To the extent ), regardless of when such offer of employment by Purchaser Liability arises or its Affiliates is not acceptedoccurred (whether on, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser prior to or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject ). Buyer shall assume all Liabilities with respect to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each all Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersEmployees; provided, however, that such crediting except as otherwise expressly provided in this Section 4.7, the Company shall pay all wages, salaries and other compensation and employee benefits (including any commissions, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of service shall not operate to duplicate this Agreement), retirement and any benefit other related benefits, premiums, claims and related costs) that become due (x) to any such of the Transferred Employee or the funding for any such benefit. Such benefits shall not be subject Employees and that relate to any exclusion for any pre-existing conditions period prior to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan or as of the Closing Date, and credit (y) at any time to any Business Employee who is not a Transferred Employee. Buyer shall be provided solely responsible for the payment of all wages, salaries and other compensation and employee benefits (including any commissions, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (excluding bonuses or compensation related in any way to the execution, delivery or performance of this Agreement), retirement and any other related benefits, premiums, claims and related costs) to any of the Transferred Employees arising out of their employment with Buyer on or after the Closing Date. Neither Buyer nor any of its Affiliates shall assume any Liability with respect to any Employee Benefit Plan of the Company or other employee benefit plan of any kind or nature maintained by the Company for any deductible of its employees, former employees or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursretirees.

Transferred Employees. Effective (i) On the Closing Date, except as set forth on Section 5.4(k) of the Seller Disclosure Letter, Buyer shall initially continue the employment of, or offer comparable positions to, (those employees of Seller and its Affiliates who are employed in connection with the Business on the Closing Date (“Business Employees”) and who are located in the United States. The continued employment of, or offer of employment to, any Business Employee located in the United States who is subject to a collective bargaining agreement, as provided in Section 5.4(a)(v), shall be in accordance with the terms and conditions specified in such collective bargaining agreement. Those Business Employees located in the United States who accept the offer of employment from Buyer, and those who are employees as of the Closing Date of Acquired Companies, shall be referred to as “Transferred Employees”. Notwithstanding the foregoing, no Business Employee on short-term or long-term disability leave as of the Closing Date (a “Leave Business Employee” listed under Item 1 on Section 5.4(a)(i) of the Seller Disclosure Letter) shall become a Transferred Employee unless or until such Leave Business Employee reports to work for Buyer or the Acquired Companies within 12 months of the Closing Date (in which case such Leave Business Employee shall then become a Transferred Employee). Seller shall transfer employment of such Leave Business Employees to Seller prior to the Closing Date if necessary to effectuate the foregoing. Seller shall remain liable for provision of short-term and long-term disability benefits to any Leave Business Employee who is eligible for such benefits under Seller’s plans as of the Closing Date. Seller shall remain liable for the provision of long-term disability benefits to any Leave Business Employee who is eligible for short-term disability on the Closing Date and who later becomes eligible for long-term disability under the terms of Seller’s plans. For the Transferred Employees Buyer shall maintain for a period of one year after the Closing Date (x) employee base compensation that is in the aggregate no less favorable than in effect as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (iiy) employee pension and welfare benefits, Contracts and arrangements that are not less favorable bonus opportunities substantially similar in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms bonus and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits incentive plans that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Business Benefit Plans listed on Section 4.10 3.14(a) of the Sellers’ Seller Disclosure ScheduleLetter (excluding any retention bonuses or retention agreements and the ACIRP Bonuses) and (z) benefit plans, programs and policies substantially similar in the aggregate to the Business Benefit Plans listed on Section 3.14(a) of the Seller Disclosure Letter (except for nonqualified deferred compensation plans, executive life insurance and equity compensation plans), in each case, for Transferred Employees not subject to a collective bargaining agreement. Purchaser Buyer shall provide compensation levels and benefit plans, programs and policies for Transferred Employees subject to a collective bargaining agreement that comply with such collective bargaining agreements or one of other agreements with the applicable union. Without limiting the foregoing, Buyer shall provide severance and other separation pay and benefits to each Transferred Employee or Foreign Employee terminated by Buyer or its Affiliates shall take all actions necessary such within one (1) year following the Closing Date (or, in the case of any Transferred Employee or Foreign Employee who is subject to a collective bargaining agreement, the period required therein) that are at least equal to the severance and other separation pay and benefits listed on Section 5.4(a)(i) of the Seller Disclosure Letter. All Transferred Employees shall be credited given credit for their actual and credited all service with Sellers Seller, an Acquired Company or a Selling Subsidiary (or service credited by Seller, an Acquired Company or Selling Subsidiary under such employee benefit plans, programs and each policies and fringe benefits of their respective Affiliatesthe Business as in effect on the date hereof) under all employee benefit plans, programs and policies and fringe benefits of the Business or Buyer in which they become participants for purposes of eligibility, participation and vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service was credited under any similar employee benefit comparable plans, programs and policies of Seller, an Acquired Company or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursSelling Subsidiary.

Transferred Employees. Effective With respect to any Company employee (a "TRANSFERRED EMPLOYEE") offered employment by Parent or the Surviving Corporation following the Merger, Parent or Surviving Corporation, as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Dateapplicable, shall be made pay and provide such Transferred Employee annual compensation, bonus and other incentive opportunities (the "TOTAL CASH COMPENSATION") at a rate substantially equivalent to or greater than such Transferred Employee's Total Cash Compensation then in accordance effect with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974Company. In addition, as amended. Each offer of employment Parent or Surviving Corporation shall provide benefits to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable Transferred Employees in the aggregate that are substantially equivalent to or greater than those listed on Section 4.10 of the Sellers’ Disclosure Schedulebenefits currently provided to the Transferred Employees by the Company. In doing so, but not including any Retained PlanParent or Surviving Corporation, equity as applicable, may use different providers, establish its own benefit plans, or equity-based compensation plans use its existing plans; provided, however, that the Company's 401(K) plan shall remain in effect through at least December 31, 2001. Parent or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubtSurviving Corporation, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Dateapplicable, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited recognize service with Sellers and each of their respective Affiliates, the Company for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), calculations in any employee benefit plans (excluding equity compensation plans plan, program, or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee fringe benefit plansarrangement, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting prior service credit does not result in duplication of service benefits. For purposes of welfare or other fringe benefits, Parent or Surviving Corporation, as applicable, shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any waive all limitations regarding pre-existing conditions to condition exclusions, actively at work exclusions and waiting periods for Transferred Employees. During the extent such conditions were satisfied calendar year in which the Effective Time occurs, all health care expenses incurred by such Transferred Employees under a Parent Employee Benefit Plan as that were qualified to be taken into account for purposes of the Closing Date, and credit shall be provided for satisfying any deductible or out-of-pocket amounts paid by limit under the Company's health care plans shall be taken into account for purposes of satisfying any deductible or out-of-pocket limit under Parent's or Surviving Corporation's, as applicable, health care plans for such calendar year. Prior to the occurrence of a dissolution, liquidation, merger, combination, share exchange or other reorganization (collectively, a "CORPORATE EVENT") which would result in or cause the termination of Company Stock Options outstanding under the Company Stock Option Plans prior to such time said options would otherwise terminate absent the Corporate Event (the "STANDARD TERM"), Parent covenants and agrees to treat such outstanding options in the same manner as other outstanding options to purchase Parent common stock ("PARENT OPTIONS"). Parent agrees that if necessary to treat outstanding Company Stock Options in the same manner as Parent Options, Parent will amend such outstanding Company Stock Options, including, without limitation, providing that the options survive for the Standard Term subsequent to the Corporate Event (or any subsequent Corporate Event), with such options otherwise maintaining all terms in effect immediately prior to the Corporate Event (or any subsequent Corporate Event). Parent or Surviving Corporation, as applicable, shall give all Transferred Employee during Employees full credit for all vacation, sick leave, or comp time benefits accrued and not used as of the plan year in which the Closing Date occursEffective Time.

Transferred Employees. Effective as Prior to the Closing, Buyer shall deliver, in writing, an offer of employment (on an “at will” basis) to all employees of Killington, Pico and the employees of ASC who are listed on Schedule 5.1(a)) (collectively, “Employees”) to commence such employment immediately upon the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to at the contrary same salary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal in effect with respect to such Applicable Employee’s base salary or hourly wage rate in effect as of Employees immediately prior to Closing. Notwithstanding the Closing Date and (ii) employee pension and welfare benefitsforegoing, Contracts and arrangements that are Buyer shall not less favorable in be obligated to offer employment to the aggregate than those Employees listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPSchedule 5.1(b). For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee Individuals who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent accept such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing DateDate are hereinafter referred to as the “Transferred Employees.” Subject to applicable Laws, terminate (i) until the employment later of all such Applicable Employees. Nothing in this Section 6.17(a(x) shall prohibit Purchaser or any of its Affiliates from terminating June 1, 2007 and (y) the employment of any Transferred Employee date which is sixty (60) days after the Closing Date or, with respect to each Transferred Employee classified as a full-time year round employee who works less that twelve (12) months per year (not including vacation and other paid time off), such earlier date on which such Transferred Employee’s employment with the Sellers terminates each year in the ordinary course (each such date the “Employee Retention Date”), subject to Buyer shall not dismiss without cause any or all Transferred Employees that are classified as full-time year round employees, nor change the terms and conditions of their employment as in effect immediately following the UAW Collective Bargaining AgreementClosing (including compensation and employee benefits provided to them) and (ii) on and after the Employee Retention Date, Buyer shall have the right to dismiss any or all Transferred Employees at any time, with or without cause and to change the terms and conditions of their employment (including compensation and employee benefits provided to them). It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject The Buyer acknowledges and agrees that, with respect to the UAW Collective Bargaining Agreement. Except for Applicable Employees ski season of 2006-2007, Buyer (and any successor or assign) shall be obligated to honor any reciprocal benefits offered to employees of Affiliate Resorts, including, without limitation, ski privileges at the Resort, and ASC acknowledges and agrees that, with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior respect to the first anniversary ski season of the Closing Date2006-2007, severance ASC shall be obligated to honor any reciprocal benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that offered to Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliatesat the Resort, for purposes of eligibilityincluding, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)without limitation, in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any ski privileges at Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursResort.

Transferred Employees. Effective (i) Not later than fifteen (15) days prior to the Closing Date, Buyer (or an Affiliate of Buyer) shall make offers of employment to each Current Employee who is employed by a Business Asset Seller as of the date hereof, including such individuals who are not actively at work on account of illness, disability or leave of absence (collectively, the “Asset Employees”). As between Buyer and its Affiliates, on one hand, and Dover and its Affiliates (including the Business Asset Sellers) on the other hand, Buyer and its Affiliates, as applicable, shall assume responsibility for short-term disability benefits for any individual receiving such benefits as of the Closing. Dover and its Affiliates shall retain responsibility for long-term disability benefits for any individual receiving such benefits under a Retained Benefit Plan as of the Closing Date, Purchaser and any other individual who becomes entitled to receive long-term disability benefits as a result of an illness or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein injury incurred prior to the contrary and except as provided in an Closing if said individual employment Contract with any Applicable Employee or as required by makes a claim for such benefits within ninety (90) days after the terms of an Assumed Plan, Closing Date. Such offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with effective as of, and contingent upon, the applicable Closing. Schedule 5.2(a)(i) lists all Asset Employees, including their name and the name of their employer. The offers of employment for each such Asset Employee will supersede any prior agreements regarding the terms and conditions of employment between such Asset Employee and the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, applicable Business Asset Seller as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date Closing, and, without limiting any assignment of such provisions and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans agreements otherwise provided by this Agreement or any Benefit Plan that does not comply other document or instrument executed and delivered in connection herewith, the Business Asset Sellers hereby waive any and all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status non-competition provisions or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To agreements to the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating they would otherwise apply to the employment of any Transferred Employee after the Closing Dateby Buyer, subject to the terms and conditions effective as of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser date of any Applicable such hiring; provided, that in no event shall any obligation of any Asset Employee subject under any prior agreement with any Business Asset Seller with respect to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or any Intellectual Property existing prior to the first anniversary termination of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under Asset Employee’s employment with the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take Business Asset Seller be superseded, except that (y) all actions necessary such that Transferred Asset Employees shall be credited for permitted to disclose to Buyer all information in their actual possession or otherwise known by them which is exclusively or primarily (1) related to any of the Acquired Businesses, (2) information or other Intellectual Property included in any of the Acquired Assets or the Acquired Companies IP or (3) exclusively or primarily related to any of the Acquired Companies and credited service with Sellers and (z) each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Asset Employee shall be permitted to assign to Buyer or any of its Affiliates in which Transferred Employees may commence participation or designees any Intellectual Property invented, created, developed, authored, identified, conceived or otherwise created by such Asset Employee after the Closing that is not an Assumed Plan)termination of such Asset Employee’s employment with the applicable Business Asset Seller, in as well as any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees Intellectual Property protecting inventions reduced to practice after the Closing to termination of such Asset Employee’s employment with the same extent as such Transferred Employee was entitled as of immediately applicable Business Asset Seller but conceived prior to the Closing Date termination of such employment if such inventions exclusively or primarily relate to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate the Acquired Businesses. Asset Employees who accept Buyer’s offer of Sellers; providedemployment, however, that such crediting and all of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to employees of the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan Acquired Companies as of the Closing DateClosing, and credit shall collectively be provided for any deductible or out-of-pocket amounts paid by such referred to as the “Transferred Employee during the plan year in which the Closing Date occursEmployees”.

Transferred Employees. Effective AcquireCo will become bound by the collective agreements with respect to the union employees employed in connection with the Purchased Assets and be responsible for the employer’s obligations which arise after the Closing Date. · AcquireCo will offer employment on the Closing Date to all non-union employees employed in connection with the Purchased Assets at the mine sites (“Transferred Employees”), including, without limitation, all employees on leave or receiving benefits on the Closing Date, on terms and conditions no less favourable in the aggregate than those in effect on the Closing Date. AcquireCo shall recognize in full and be solely responsible for all past service of all such employees. AcquireCo will also be responsible for all employment obligations with respect to those employees who accept employment with AcquireCo following commencement of their employment with AcquireCo and will also be responsible for all obligations and liabilities for severance pay, termination pay, vacation pay, notice of termination of employment or pay in lieu of such notice, damages for wrongful dismissal or other employee benefits or claims in respect of those Transferred Employees who do not accept AcquireCo’s offer of employment on the Closing Date. · AcquireCo will on the Closing Date, assume all pension and post retirement assets and obligations, effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein with respect to the contrary Transferred Employees. · The Vendor and except AcquireCo shall jointly retain an independent actuary to determine the amount of over-funding or under-funding of the pension obligations as provided at the Closing Date in an individual employment Contract with any Applicable Employee or respective of Transferred Employees. To the extent that such independent actuary determines that, as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of at the Closing Date, there was an over-funding of pension obligations, then the Vendor shall be made in accordance with the applicable terms entitled to receive, and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974AcquireCo shall pay, as amended. Each offer of employment to an Applicable Employee who is not covered soon as practical after such determination by the UAW Collective Bargaining Agreement shall provideindependent actuary, until such over-funded amount. On the other hand, if such independent actuary should determine that there is an under-funding of pension obligations as at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal then the Vendor shall remain obligated to pay such Applicable Employee’s base salary or hourly wage rate in effect as under-funding. In that case, any amount of immediately prior under-funding payable by the Vendor shall be paid to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 AcquireCo promptly following completion of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employeeactuarial determination.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as Prior to the Closing, Trafigura may, at its discretion, cause the transfer of the employment of either or both of the individuals named on Schedule 5.15 from the Trafigura Terminal Entity that employs each such individual to Trafigura AG. Upon the effective date of any such transfer, the transferred individuals (the “Transferred Employees”) shall no longer be Trafigura Terminal Service Providers. With effect from the Closing Date, Purchaser Trafigura will cause Trafigura AG to make all of the services and business time of the Transferred Employees available to Investor or one its Affiliate (as applicable) (and not to Trafigura AG or any of its Affiliates shall make an offer of employment Affiliates) pursuant to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Planthe Transition Services Agreement, offers and Investor or its Affiliate (as applicable) shall accept such services, subject to each Transferred Employee’s continued employment by Trafigura AG. At any time during the twelve (12) month period following the Closing (or such longer or shorter period as Trafigura and Investor may agree in writing), Trafigura may provide written notices (“Employment Notices”) to Investor requiring Investor to make offers, or at Investor’s election, cause Investor’s Affiliate to make offers, to Transferred Employees for employment with Investor or its Affiliate on substantially similar terms in the aggregate as the terms of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of for the Transferred Employee immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP“Employment Offers”). For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser Investor or its Affiliates is not accepted, Sellers shall, Affiliate (as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(aapplicable) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide make Employment Offers to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except named in the case Employment Notices within thirty (30) days following Investor’s receipt of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as each such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersEmployment Notice; provided, however, that such crediting of service Investor and its Affiliates shall not operate be required to duplicate make an Employment Offer if, at the time any benefit to any such Employment Notice is issued, such Transferred Employee is not lawfully entitled to accept such Employment Offer and to provide services to Investor and its Affiliates in the United States under applicable immigration laws. Each Employment Offer shall specify that, if the Employment Offer is accepted by the Transferred Employee, such Transferred Employee’s employment with Investor or its Affiliate (as applicable) shall be effective as of a date that is no more than ten (10) days following the funding date of the Employment Offer (the “Start Date”). As of the Start Date, each Transferred Employee who accepts the Employment Offer shall cease to be employed by Trafigura AG and shall be employed by Investor or its Affiliate, as described in the Employment Offers (as applicable). Provided that Investor or its Affiliate (as applicable) makes Employment Offers to each Transferred Employee named in the Employment Notices within the required time period following Investor’s receipt of each Employment Notice, if any Transferred Employee declines an Employment Offer or fails to accept an Employment Offer before the Start Date specified in the Employment Offer, Trafigura (and not Investor or any of its Affiliates) shall be solely liable for any such benefit. Such benefits shall not be subject amounts that may become owed to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees Employee under a Parent Employee Benefit Plan any change of control or severance agreements in effect as of the date of this Agreement between such Transferred Employee and any of the Trafigura Terminal Entities or under any change of control or severance agreements in effect at such time between such Transferred Employee and Trafigura AG or any of its Affiliates. If (i) neither Investor nor its Affiliate accepts the services of a Transferred Employee in accordance with the Transition Services Agreement, and Trafigura terminates the employment of such Transferred Employee at any time within the thirty (30) day period following the Closing Date, or (ii) neither Investor nor its Affiliate makes an Employment Offer within the required time period following Investor’s receipt of each Employment Notice, and credit Trafigura terminates the employment of such Transferred Employee at any time within the thirty (30) day period following the applicable Start Date, then, in the case of either (i) or (ii) above, Investor shall be provided promptly reimburse Trafigura for any deductible or out-of-pocket amounts paid by such Transferred Employee during Trafigura or any of its Affiliates under any of the plan year in which the Closing Date occursChange of Control Agreements listed on Schedule 3.16(a).

Transferred Employees. Effective (a) Section 5.14(a) of the Disclosure Schedule lists those employees of the Seller or its Affiliates whose primary work responsibilities are with the Business (as of updated through the Closing Date, Purchaser or one the “Business Employees”). At least 60 days prior to the end of the term of the Transition Services Agreement the Acquiror will notify the Seller in writing of those Business Employees that the Acquiror desires to make offers of employment effective at the end of the term of the Transition Services Agreement. Such offers of employment shall be effective upon the first day following the end of the term of the Transition Services Agreement (the “Employment Commencement Date”), and be conditioned upon each such Business Employee (A) accepting the offer within seven Business Days of receipt, and (B) meeting Acquiror’s reasonable employment requirements, including with respect to relocation, satisfactory results of background checks, drug tests, immigration verification and similar requirements (the “Acquiror Employment Requirements”). Seller will and will cause its Affiliates shall make an to cooperate with the Acquiror’s efforts to transition the Business Employees. Those Business Employees who meet the Acquiror’s Employment Requirements and accept the Acquiror’s offer of employment are referred to each Applicable Employeeas “Transferred Employees”. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed PlanThe Acquiror shall provide that all Transferred Employees shall be eligible, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Employment Commencement Date, to commence participation in the employee benefit plans that the Acquiror offers to similarly situated employees of the Acquiror, including paid time off and severance programs without regard to any eligibility period, waiting period, evidence of insurability (other than with respect to supplemental life insurance benefits), medical certification requirements or pre-existing condition limitations. Acquiror shall be made give each Transferred Employee credit for purposes of participation and vesting, but not benefit accrual, under and in accordance with the applicable terms and conditions of Acquiror’s employee benefit plans for years served with the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for Seller (iincluding any predecessor employer) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements Employment Commencement Date; provided that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in no such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees service credit shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, recognized for purposes of eligibility, vesting pension and retiree health benefits or in a manner that would result in a duplication of benefits. The Acquiror will waive any preexisting condition limitations and waiting periods under the employee welfare benefit accrual (except in plans of the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates Acquiror that provide healthcare and disability benefits in which the Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing are eligible to participate to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting limitations and waiting periods were waived or satisfied under the comparable plan of service shall Seller. Any Business Employees who do not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such become Transferred Employees under a Parent Employee Benefit Plan as shall remain the sole responsibility of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursSeller.

Transferred Employees. Effective (a) Section 6.01(a)(i) of the Disclosure Schedule sets forth a true and complete list showing the individuals currently employed by the Sellers’ Affiliates who primarily provide administrative services to the Business. Section 6.01(a)(ii) of the Disclosure Schedule sets forth a true and complete list showing the individuals who are employed in the Business by the Sellers or their Affiliates and for each Prospective Employee: (i) the employee identification number and title or position; (ii) the date of hire or commencement of service; (iii) the work location; (iv) whether full-time or part-time employee, whether hourly or salaried and whether exempt or non-exempt from entitlement to overtime pay; (v) whether covered by the terms of a collective bargaining agreement or employment agreement; (vi) whether absent from active employment and, if so, the date such absence commenced and the anticipated date of return to active employment; (vii) the annual salary or hourly wage, as the case may be, for the current fiscal year; (viii) the earliest date as of which such Prospective Employee is next subject to a performance evaluation or potential increase in compensation; and (ix) any company-provided vehicles or vehicle allowances of each Prospective Employee. Such lists shall be updated by the Sellers and delivered in writing to the Purchaser prior to, and as of five (5) Business Days before, the Closing Date. Immediately prior to the Closing Date (or, in the case of a Prospective Employee who is on a short term disability leave, workers’ compensation leave, or other authorized leave of absence as of the Closing Date, immediately after the date that such Prospective Employee is no longer on any such leave), the Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Prospective Employee or as required who is employed by the terms of an Assumed Plan, offers of employment Sellers or their Affiliates immediately prior to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, which offer shall be made in accordance with for employment at the applicable terms and conditions same work location or a location within 25 miles of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Prospective Employee’s base salary or hourly wage rate current work location and in effect as of a comparable position to the position held by such Prospective Employee immediately prior to the Closing Date and (iiwith a base salary and cash bonus targets and participation in employee benefit plans as set forth in Section 6.01(b) employee pension and welfare benefitsbelow. Notwithstanding this Section 6.01(a), Contracts and arrangements that the Purchaser shall not be required to offer employment to those Prospective Employees who are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equitylong-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, term disability leave status or with recall rights as of immediately prior to the Closing Date, shall continue . Any Prospective Employee to whom an offer is made in such status and/or retain such rights after Closing in accordance with the Ordinary Course of Business. Each Applicable preceding sentence is referred to herein as an “Offered Employee,” and any Offered Employee who accepts has accepted such offer of employment and commences employment with the Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become be referred to as a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.”

Transferred Employees. Effective as of the Closing Date, Purchaser the Buyer shall offer to employ, with a wage and benefits package as of the Closing Date that is comparable in the aggregate to or one better than the wage and benefits package such Employees were entitled to receive from the Sellers, all of its Affiliates shall make the Employees who are actively employed in the Business on the Closing Date immediately after giving effect to the transactions contemplated hereby (each such Employee who accepts such offer, together with Employees represented by a labor organization as provided at Section 6.1.2 above, being hereafter referred to as a “Transferred Employee”), it being agreed that persons who are on layoff or leave and who have a right to return to work at an offer Acquired Facility or who are on short-term (not more than six months) medical disability leave (including pregnancy leave) as of the Closing Date or who are on any other authorized leave (such as military, family or other leaves where return to work is subjectto statutory or contractual requirements) are to be considered Employees who are actively employed, andit is also agreed that persons on long-term medical disability or worker’s compensation as of the Closing Date and persons whose employment has terminated or will terminate prior to each Applicable Employeethe Closing Date without any right to return to work are not to be considered Employees who are actively employed. Notwithstanding anything herein the foregoing, (i) the provisions of Sections 6.1.1 and 6.1.2 shall not be construed to limit the contrary and ability of the Buyer to terminate any such Employee at any time for any reason after the Closing Date except as provided in an individual employment Contract with any Applicable Employee otherwise prohibited by law, or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW terms and conditions of any Assumed Collective Bargaining Agreement Agreement, and (ii) the Buyer shall not be obligated to provide any benefits that are comparable to any stock based benefits or any defined benefit pension plan benefits, except in connection with Assumed Collective Bargaining Agreements. From and after the Closing Date, the Buyer shall also assume responsibility to provide Transferred Employees with disability benefits in the same manner and to the same extent as such Transferred Employees would have been entitled to receive under the Sellers’ disability plans and the Buyer shall assume the responsibility to provide Transferred Employees with continuing benefits and coverage required, if any, under section 4980B of the Code and part 6 of Subtitle B of Title I of ERISA. Notwithstanding any other provision of this Article VI, subject to Section 6.1.4, after the Closing Date the Buyer shall not be prohibited from amending or terminating any benefit or compensation plan, program, practice, policy, agreement or arrangement covering any Transferred Employee (subject to any applicable terms and conditions of any Assumed Collective Bargaining Agreement). From and after the Closing, the Buyer shall be solely responsible for any and all liabilities, obligations and responsiblities in respect of the Transferred Employees, and their beneficiaries and dependents, relating to or arising in connection with or as a result of (i) the employment or the actual or constructive termination of employment of any such Transferred Employee by the Sellers (including, without limitation, in connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accruecompensation or benefits under, any Plan (other than any stock based Plan or any Plan that is a defined benefit pension plan) or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of the Sellers or (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), except, in any such case, to the extent any such liability, obligation or responsibility (x) is specifically retained by the Sellers pursuant to this Article VI or (y) relates to services rendered and arose prior to the Closing Date and is not reflected on the Closing Net Working Capital Statement in a manner consistent with the prior practice of the Sellers. Notwithstanding any other provision of this Agreement, the Sellers shall retain all liability for defined benefit pension benefits accrued by Transferred Employees as of the Closing Date, and shall be made in accordance with the applicable terms retain all responsibility and conditions liability arising out of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior relating to the Closing Date and Metaldyne Corporation Pension Plan (iiMascoTech) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in (the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained “Seller Pension Plan, equity ”). On or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all Buyer shall establish a defined benefit pension plan (the “Buyer Pension Plan”) to provide for such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates defined benefit pension benefits as are required to be provided to Transferred Employees from terminating the employment of any Transferred Employee and after the Closing Date, subject Date pursuant to the terms and conditions of the UAW any Assumed Collective Bargaining Agreement. It is understood ; provided, however, that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it Buyer Pension Plan shall provide credit with respect to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received Employees for service credited under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, Seller Pension Plan for purposes of eligibility, vesting and benefit accrual (except in accrual, and shall also provide that the case of a defined benefit pension plan sponsored accrued with respect to any Transferred Employee under the Buyer Pension Plan shall be reduced by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing accrued with respect to the same extent as such Transferred Employee was entitled as of immediately prior to under the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursSeller Pension Plan.

Transferred Employees. Effective Schedule 3.27(c) lists all of the Business Employees as of the date of this Agreement. Seller shall continue to employ all of the Employees until the Closing, except for any Employee who prior to the Closing (i) is terminated for cause; (ii) is terminated with the consent of Buyer, or (iii) voluntarily resigns. Within sixty (60) business days of the execution of this Agreement, Buyer shall deliver to Seller a list of those Business Employees who will be offered employment by Buyer on terms and conditions of employment to be determined in the sole discretion of the Buyer. From the date of this Agreement to the Closing Date, Seller shall permit Buyer to communicate with the Business Employees, at reasonable times and upon reasonable notice and to interview the Business Employees and review the personnel records and such other information concerning such employees as Buyer may reasonably (subject to obtaining any legally required written permission of any affected employee and to any other applicable law). Buyer’s offer of employment shall be contingent upon and effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of . The Business Employees who are offered and accept employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms Buyer shall hereinafter be referred to as the “Transferred Employees.” Business Employees to whom offers are made but who decline such offers, or who fail to perform one hour of an Assumed Planservice for Buyer after the Closing Date shall hereinafter be referred to as the “Terminated Employees.” Seller and Buyer agree, offers with respect to Transferred Employees, to take the position that they are, respectively, a “predecessor” and “successor” as defined in Revenue Procedure 96-60 and Treasury Regulation Section 31.3 121(a)(l)-l(b). Seller and Buyer shall use the “Standard Procedure” described in Section 4 of employment Revenue Procedure 96-60 with respect to Applicable Employees whose employment rights are subject all Transferred Employees. Seller shall supply to the UAW Collective Bargaining Agreement Buyer, with respect to all Transferred Employees, all cumulative payroll information as of the Closing Date, Date that Buyer shall be made reasonably request in accordance with order not to restart the applicable terms and conditions wage base of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual social security and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursMedicare tax purposes.

Transferred Employees. Effective (a) At least five Business Days prior to Closing, Purchaser will provide to Allscripts LLC a list of those ECM Employees that Purchaser will make an offer of at-will employment to employ effective as of the Closing Date(the ECM Employees to whom Purchaser makes an offer, collectively referred to as “Offered Employees”). Those ECM Employees who accept such offers are, as of the time they first perform services for Purchaser, referred to herein as the “Transferred Employees”. Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to will, for the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement period beginning as of the Closing DateDate and ending on October 1, 2018, provide each Transferred Employee with a base salary or base wage rate (as applicable) and severance benefits that are no less favorable to those provided to such Transferred Employees immediately prior to the Closing Date (which such severance benefits, for the avoidance of doubt, shall be as described on Schedule 5.3(a)(i)). Otherwise, Purchaser will, through the period ending on December 31, 2018, provide to Transferred Employees base salary or base wage, severance benefits and other employee benefits which are substantially comparable in the aggregate to those made available to similarly situated employees of Purchaser. Purchaser will also provide to those ECM Employees listed on Schedule 5.3(a)(ii) who become Transferred Employees, bonus opportunities for 2018 which have potential maximum payments in the amounts set forth on Schedule 5.3(a)(ii) for such Transferred Employee and which are otherwise determined in accordance with bonus plans or metrics established by Purchaser; provided, however, Purchaser shall pay to each ECM Employee who becomes a Transferred Employee a cash bonus for 2018 in an amount that is no less than the applicable terms and conditions amount of the UAW Collective Bargaining Agreement Accrued Employee Bonus Amount, as finally determined pursuant to Section 1.6, attributable to each ECM Employee who becomes a Transferred Employee. The parties acknowledge that these amounts are derived from the Allscripts Global Corporate Bonus Plan and are not intended to correlate to any commission or other incentive compensation plan. The employment of all such Transferred Employees shall be conditioned upon the execution by each such employee of Purchaser's standard form of confidentiality and invention agreements. Seller Group shall terminate, effective immediately before the Closing, the employment of all Offered Employees, and the Seller Group shall be responsible for any severance obligations payable thereto. Seller Group will not take any action which would reasonably be expected to impede, hinder, interfere or otherwise compete with Purchaser’s obligations effort to hire any Offered Employee. Purchaser shall not assume responsibility for any Transferred Employee until such employee commences employment with Purchaser or its designee. Seller Group shall be responsible for providing and administering all required notices and benefits under COBRA with respect to the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered Offered Employees and their dependents required by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary termination of the Closing Date, Offered Employees’ or any other ECM Employees’ employment with Seller Group. This Section 5.3 is solely for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as purposes of defining the obligations between Purchaser and Seller Group concerning the ECM Employees who are employed immediately prior to the Closing Date and (ii) employee pension shall in no way be construed as creating any employment or other contract between Purchaser and welfare benefits, Contracts and arrangements that are not less favorable in any such person or as restricting the aggregate than those listed on Section 4.10 right of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity Purchaser to terminate or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to change the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent employment of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by becomes an employee of Purchaser or its Affiliates on designee. Nothing herein is intended to, and shall not be construed to, create any third party beneficiary rights of any kind or prior to nature, including the first anniversary right of the Closing Date, severance benefits that are not less favorable than the severance benefits such any Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 or other individual to seek to enforce any right to compensation, benefits, or any other right or privilege of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service employment with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)Affiliates. Seller Group shall be solely responsible for any notices required to be given under, in any employee benefit plans (excluding equity compensation plans and to otherwise comply with, WARN or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements applicable Laws of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit jurisdiction relating to any such Transferred Employee plant closing or mass layoff (or similar triggering event) with respect to its employees on or before the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursClosing.

Transferred Employees. Effective as of the Brokerage Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as expressly provided in herein, Buyer shall cause each Business Employee who accepts and commences employment with Buyer or an individual employment Contract with any Applicable Employee or as required by the terms Affiliate of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Buyer as of the Brokerage Closing Date (the "Transferred Employees") to be provided with compensation and benefits that shall, in the aggregate, in Buyer's reasonable judgment be substantially equivalent to the compensation and benefits provided by Buyer to its similarly situated employees; provided, however, that for a period of one year following the Brokerage Closing Date, each Transferred Employee shall be made entitled to remain in substantially the same position, with the same base salary and same vacation policy as maintained by Seller as of the Brokerage Closing Date as set forth on Section 3.04(c) of the Disclosure Schedule, provided that such employee remains employed by Buyer or an Affiliate of Buyer. Nothing herein shall be construed as guaranteeing employment for any specific period of time or altering the at-will employment status of any employee. For a transition period of sixty (60) days (subject to possible extension (or earlier termination) in accordance with the applicable terms and conditions provisions of the UAW Collective Bargaining Transition Services Agreement) commencing on the Brokerage Closing Date (the "Transition Period") subject to limitations in and requirements of Applicable Laws and applicable plans and contracts, Seller or an Affiliate of Seller shall use its reasonable best efforts to cause Transferred Employees, (and Conversion Employees and Inactive Employees who commence employment with the Buyer or an Affiliate of Buyer during the Transition Period) to continue to be provided with the health and welfare benefits specified in the Transition Services Agreement in accordance with the terms thereof, and Purchaser’s obligations under Buyer shall pay Seller or an Affiliate of Seller in respect thereof as detailed in the Labor Management Relations Act Transition Services Agreement. If Seller or an Affiliate of 1974Seller, using reasonable best efforts is unable to continue to provide such coverage, Buyer or an Affiliate of Buyer shall make available to such employees health and welfare plan coverage that is substantially equivalent to the coverage then provided by Buyer to its similarly situated employees, with no break in coverage. Buyer shall not assume responsibility for the provision of benefits to any Business Employee until such employee commences employment with Buyer or an Affiliate of Buyer. Buyer shall not be precluded from modifying its employment agreements, plans, policies and practices as to its employees generally on or after the Brokerage Closing Date, provided that such changes apply to all Buyer employees who are similarly situated to the Transferred Employees, and further provided that (A) for a period of one year after the Brokerage Closing Date Buyer shall continue to provide to each Transferred Employee the same base salary and the same vacation policy as provided by Seller as of the Brokerage Closing Date, provided that such employee remains employed by Buyer or an Affiliate of Buyer; and (B) the recognition of prior service, as amendeddescribed in Section 3.04(d), shall not be eliminated. Each offer Buyer shall be solely liable in accordance with Section 3.04(g) for the provision of employment COBRA benefits to an Applicable any Transferred Employee who is not covered terminated by Buyer (or otherwise incurs a qualifying event) during the UAW Collective Bargaining Agreement shall provideTransition Period. Inactive Employees, until at least the first anniversary of the Closing Date, for Conversion Employees and Support Employees (ias hereinafter defined) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts commence employment with Purchaser the Buyer or one an Affiliate of its Affiliates Buyer shall be treated as if such employees were Transferred Employees and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, be subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser 3.04, taking into account their later commencement of any Applicable Employee subject to employment date with the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Buyer or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursBuyer.

Transferred Employees. Effective (a) Buyer will offer to employ all of the Employees effective as of the Closing Date. Buyer will communicate offers of employment in accordance with legal requirements and in a form mutually acceptable to Seller and Buyer. All such Employees shall be offered employment with Buyer in all cases (i) in a position requiring comparable skills and abilities as such Employee's position with Seller on the Closing Date, Purchaser (ii) with annual base salary, or one weekly or hourly rate of its Affiliates pay which is equal to such Employee's pay with Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with Seller on the Closing Date, and (iv) with a work schedule that is not changed by more than 10% from such Employee's work schedule with Seller on the Closing Date (a "Comparable Job Offer"). Buyer hereby agrees to pay any severance benefits to any Employee who is not offered a Comparable Job Offer and does not otherwise accept employment with Buyer in accordance with the payment terms set forth on Schedule 8.1(a). Each Employee who accepts Buyer's offer of employment and commences employment with Buyer hereunder shall make be referred to as a "Transferred Employee" for purposes of this Agreement. Buyer hereby agrees to cooperate with Seller in obtaining, in connection with any acceptance of an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary with Buyer, an executed release from such Transferred Employee providing that Seller and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “not be responsible for any severance claims or obligations for such Transferred Employee.” To the extent such offer Employee with respect to any severance plan, policy or practices of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates from terminating the employment of or predecessors. With respect to any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose accepts an offer of employment is involuntarily terminated by Purchaser or its Affiliates from Buyer who on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date is on military leave, sick leave, maternity leave, short-term disability or other leave of absence approved by Seller (but excluding any Employee absent by reason of long-term disability, for whom Seller will retain all liability), except as required by applicable law, Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to credit for employment in accordance with the terms of such service under any similar employee benefit plans, programs or arrangements Employee's leave. Any such Employee will cease employment with Seller at the end of any such leave of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursabsence.

Transferred Employees. Effective as At or prior to the Closing, the Company will make offers to employ the employees of the Seller Parties set forth on Schedule 2.04 (the “Transferred Employees”) if they are active employees of the Seller on the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to at the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) same base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to that they received from the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan Seller as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by at the Closing, the Parties will cause the employment of such Transferred Employee during Employees who accept such offer to be transferred to the plan year in which Company and the employment of such Transferred Employees with any Seller Party will terminate at such time; provided that Schedule 2.04 will be updated prior to the Closing Date occursto reflect any terminations of Transferred Employees or hires of new employees for the Transferred Business following the date hereof. If a Transferred Employee who is not actively employed with the Seller as of the Closing (each an “Inactive Transferred Employee”) returns to active employment, the Company will have the option to make an offer of employment to such individual. If the Company exercises such option, the Parties will cause the employment of such Inactive Transferred Employee to be transferred to the Company upon such Inactive Transferred Employee’s return to active employment. If the Company elects not to make an offer of employment to any Inactive Transferred Employee upon his or her return, the Seller will cause the employment of such Inactive Transferred Employee to be terminated, and the Company will reimburse the Seller for the actual severance costs incurred by the Seller in terminating such Inactive Transferred Employee, but only to the extent such costs are no greater than the costs pursuant to the Seller’s severance plan in effect as of the date hereof; if any such Inactive Transferred Employee commences an Action such Action will be treated as a Third Party Claim indemnifiable under Section 10.02(b)(i) as an Assumed Liability under Section 2.03(b)(i). Transferred Employees who are not “actively employed with the Seller” include Transferred Employees who are receiving payments under Parent’s or the Seller’s short-term or long-term disability plans, as well as Transferred Employees whose employment with the Seller has been terminated between the date hereof and the Closing Date. This Section 2.04 does not provide any rights whatsoever to any Transferred Employee.

Transferred Employees. Effective Each Transferred Employee who is --------------------- hired by Purchaser or one or more of its Affiliates shall be eligible to receive benefits under Employee Plans (as such term is defined below) sponsored or maintained by Purchaser or its Affiliates, or to which Purchaser or its Affiliates contribute, which, in the aggregate, are at least as favorable to such Transferred Employee as, at Purchaser's election, either the benefits for which similarly situated employees of Purchaser or its Affiliates are eligible under Employee Plans maintained or sponsored by Purchaser or its Affiliates (or to which Purchaser or its Affiliates contribute for their employees) or the benefits that Harriscope provided to Transferred Employees as of the date of this Agreement. Each Transferred Employee's period of service with Harriscope or any Affiliate of Harriscope shall be counted in determining eligibility for and vesting of benefits, but not for benefit accrual or determination of level or amount of benefits, under each applicable Employee Plan to the same extent such service was credited for such purpose by Harriscope. Purchaser shall (a) waive all preexisting condition limitations and waiting periods with respect to participation and coverage requirements applicable to Transferred Employees under any welfare benefit plans of Purchaser or an Affiliate that such employees are eligible to participate in on or after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with Date under any Applicable Employee or as required welfare benefit plan maintained by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, Harriscope for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of employees immediately prior to the Closing Date and (iib) employee pension provide each Transferred Employee with credit for any co-payments and deductibles paid pursuant to any welfare benefits, Contracts and arrangements benefit plan maintained by Harriscope during the plan year commencing immediately prior to the Closing Date in satisfying any applicable co-payment or deductible requirements under any welfare benefit plans that such employees are not less favorable eligible to participate in after the aggregate than those listed on Closing Date for such plan year. In the event that any Transferred Employee receives an "eligible rollover distribution" (within the meaning of Section 4.10 402(c)(4) of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Code) from a Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as qualified under Section 401 of the Closing DateCode and maintained or sponsored by Harriscope or one of its Affiliates, Purchaser shall continue in such status and/or retain such rights after Closing in cause a defined contribution plan qualified under Section 401 of the Ordinary Course of Business. Each Applicable Employee who accepts employment with Code and maintained or sponsored by Purchaser or one of its Affiliates to accept a direct rollover of such eligible rollover distribution (including, any portion of such eligible rollover distribution comprised of the outstanding balance of a loan from such Plan qualified under Section 401 of the Code and commences working for Purchaser maintained or sponsored by Harriscope or one of its Affiliates shall become a “to such Transferred Employee.” To ). For purposes of this Section 6.8(b), the extent such offer of employment term "Employee -------------- -------- Plan" means any benefit arrangement, pension plan, or welfare plan, or any plan ---- or arrangement maintained or sponsored by Purchaser or its Affiliates is not acceptedAffiliates, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by which Purchaser or its Affiliates on contribute, which would be a Plan if it were sponsored or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser maintained by Harriscope or one of its Affiliates Affiliates. It is expressly understood that Purchaser shall take all actions necessary such that not assume any liability with respect to the Transferred Employees shall be credited for their actual and credited service with Sellers and each benefits, severance pay, pay in lieu of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser notice or any of its Affiliates other employee liability whatsoever (including any Transition Payment) other than earned but unpaid salary, wages, bonuses and accrued but unpaid vacation days, in which each case, pertaining to any Transferred Employees may commence participation Employee that accrued or arose on or before the Closing Date (such earned but unpaid salary, wages, bonuses and accrued but unpaid vacation days for all Transferred Employees, together with any obligations or liabilities under Assumed Plans arising on or after the Closing that Date and Purchaser's obligations under Section 6.8(f) hereof, is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs-------------- collectively referred to herein as "Employee Liability") covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit Purchaser shall be provided for any deductible or out-of-pocket amounts paid ------------------ reimbursed by such Transferred Employee during Harriscope therefor through the plan year adjustment mechanism set forth in which the Closing Date occurs.Section 2.6 hereof. -----------

Transferred Employees. Effective Attached hereto as Schedule 9.01 is a list of the employees who are employed by Seller engaged in the operations of the Business and current annual compensation rates, as of the most recent date for which such information is available. As of the Closing, Buyer shall offer (i) employment with Buyer to all union employees who are employed by Seller in connection with the operations of the Business immediately before the Closing; and (ii) employment with Buyer to such non-union employees who are employed by Seller in connection with the operations of the Business as Buyer shall so elect in its sole discretion. Buyer shall, not less than twenty (20) days prior to the Closing Date, Purchaser or one provide Seller with a list of its Affiliates non-union employees to whom Buyer intends to offer employment with Buyer. Such employees who become employees of Buyer are hereinafter referred to as "Transferred Employees" and shall make an offer be deemed to have become employees of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Buyer as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of time the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellersbecomes effective; provided, however, that such crediting any employee employed by Seller in connection with the operations of service the Business who becomes employed by Buyer pursuant to this Section 9.01 and who is inactive as of the Closing, shall not operate to duplicate any benefit to any such become a Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the date such employee commences employment with Buyer. Seller hereby agrees that for a period of three (3) years following the Closing Date, and credit neither Seller nor any Affiliate of Seller shall be provided for employ nor solicit to employ any deductible or out-of-pocket amounts paid by such Transferred Employee during Employee. Notwithstanding the plan year foregoing, Seller shall have the right to, prior to the Closing, offer employment to those employees of Seller engaged in which the Closing Date occursoperation of the Business on the date hereof listed on Schedule 9.01 hereto.

Transferred Employees. Effective As of the Closing Date, each of the employees of the Company who is actively employed by the Company as of the Closing Date and set forth on Schedule 6.9(a) (the “Active Employees”) shall be offered employment by either Buyer or one of its Affiliates (the “Employer”). The Company shall use its best efforts to cause all Active Employees to accept employment with the Employer within ten (10) Business Days of the Closing; provided, however, to the extent that the employment of an Active Employee is subject to a work visa (a “Foreign Employee”) such ten (10) day period shall be extended for such time as necessary for the Foreign Employee to have the necessary paperwork to be employed by the Employer completed so long as such extended period does not exceed forty-five (45) Business Days. The Foreign Employees of the Company are set forth on Schedule 6.9(a). Not later than ten (10) Business Days after the Closing Date (or such longer period as may be agreed in writing by the Buyer and in the case of a Foreign Employee such longer period specified in the preceding sentence), the Company shall have terminated the employment of all Active Employees. The Employer shall not offer employment to any employees of the Company who, as of the Closing Date, Purchaser are absent from active employment with the Company for any reason (including as a result of layoff or one leave of its Affiliates shall make an offer of absence) as set forth on Schedule 6.9(a) (the “Inactive Employees” and, together with the Active Employees, the “Company Employees”). The Active Employees who accept employment to each Applicable Employee. Notwithstanding anything herein to with the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Employer shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, referred to herein as amended. Each offer of employment to an Applicable Employee “Transferred Employees.” The Company Employees who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in offered employment with, or who do not accept employment with, the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equityEmployer shall be referred to herein as “Non-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeEmployees.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser limit the Employer’s ability to modify the salary, wage, benefit or any of its Affiliates from terminating overall compensation level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause. Except as described in this Section 6.9, neither Buyer nor any of its Affiliates shall have any Liability with respect to any Non-Transferred Employee or former employee or retiree of the Company (including any Person currently covered by any benefit plan of the Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). The Company shall be solely responsible for the payment of all wages, subject salaries and other compensation and employee benefits (including any commissions, accrued vacation, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the terms execution, delivery or performance of this Agreement), retirement and conditions any other benefits, premiums, claims and related costs) based on or arising under employment with the Company of the UAW Collective Bargaining AgreementCompany Employees, including without limitation Transferred Employees. It is understood that Without limiting the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser foregoing, the Company shall be responsible for the payment of any Applicable Employee subject accrued bonuses for 2009 owed to the UAW Collective Bargaining AgreementTransferred Employees. Except The Buyer shall be solely responsible for Applicable Employees with non- standard individual agreements providing for the payment of all wages, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, until at least premiums, claims and related costs) to any of the first anniversary Transferred Employees arising solely out of their employment with the Employer on or after the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one Neither Buyer nor any of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited assume any Liability with respect to any Seller Plan or other employee benefit plan of any kind or nature maintained by the Company for their actual and credited service with Sellers and each any of their respective Affiliatesemployees, for purposes of eligibilityformer employees or retirees, vesting and benefit accrual (except as set forth in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthis Section 6.9.

Transferred Employees. Effective Parent (or its Affiliate) shall have the right, but not the obligation, to hire (effective as of the Closing) some or all of the Eligible Employees. Seller shall make the Eligible Employees available during regular business hours and upon reasonable prior notice for employment interviewing and screening by Parent (or its Affiliate). Parent shall provide Seller with the names of those Eligible Employees to whom Parent (or an Affiliate) will offer employment no less than 30 days prior to the Closing Date. Seller shall be responsible for terminating or continuing to employ any Eligible Employee who (i) does not receive an offer of employment from Parent (or an Affiliate), (ii) receives an offer of employment from Parent (or an Affiliate) but does not accept such offer prior to or as of the Closing, or (iii) does not satisfactorily complete Parent’s (or an Affiliate’s) customary employment screening and whose offer of employment from Parent (or an Affiliate) has been withdrawn prior to the Closing. Seller will provide Parent with commercially reasonable assistance in the conduct of the interviewing and hiring of the Eligible Employees (any Eligible Employee that accepts employment with Parent (or an Affiliate) effective as of the Closing, a “Transferred Employee” and collectively, the “Transferred Employees”). With respect to the Transferred Employees, at the Closing, employment with Seller or any Affiliate shall terminate and employment with Parent (or an Affiliate) shall commence. No less than 30 days prior to the Closing, and thereafter at least one time on each business day through the Closing Date, Purchaser Parent shall provide notice to Seller of the Eligible Employees who (x) have accepted offers of employment, (y) have declined offers of employment or one of its Affiliates shall make have failed to accept an offer of employment to each Applicable Employee. Notwithstanding anything herein prior to the contrary Closing, and except as provided in (z) have failed to satisfactorily complete Parent’s (or an individual Affiliate’s) customary employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees screening and whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employeeshas been withdrawn. Nothing in this Section 6.17(a) Agreement, either express or implied, shall prohibit Purchaser confer upon any Eligible Employee any right to employment or continued employment for any of its Affiliates from terminating the employment specified period or of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent nature or kind whatsoever under or by reason of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. As of the Closing Date, Non-Real Estate Buyer agrees to offer employment to only those Business Employees as Non-Real Estate Buyer shall determine in its sole discretion and such offers of employment shall contain terms and conditions of employment that Non-Real Estate Buyer shall determine in its sole discretion; provided, however, that Non-Real Estate Buyer shall make such offers in sufficient number and at sufficient terms and conditions of employment so as not to trigger any liability under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related state or local law (collectively, the “WARN Act”). On the Closing Date, Sellers shall take all steps necessary to terminate the employment of each Business Employees who is offered employment by Non-Real Estate Buyer as set forth in the immediately preceding sentence. The Business Employees who accept Non-Real Estate Buyer’s offer of employment and who commence active employment with Non-Real Estate Buyer shall be referred to herein as “Transferred Employees.” Nothing in this Agreement shall confer upon any Transferred Employee any right with respect to continued employment with Non-Real Estate Buyer, nor shall anything herein limit or interfere with Non-Real Estate Buyer’s right to terminate the employment of any Transferred Employee at any time (subject to applicable law), with or without cause or notice, or restrict Non-Real Estate Buyer in the exercise of independent business judgment in modifying any terms or conditions of employment of the Transferred Employees on and after the Closing Date. Prior to the Closing Date, Sellers shall take all actions necessary to vest each Business Employee in their benefits under Sellers Employee Benefit Plans and shall make all employee and employer contributions to Sellers Employee Benefit Plans in which Business Employees currently participate, for all periods of employee service prior to the Closing Date for all Business Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates Non-Real Estate Buyer shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as assume sponsorship of the Closing Date, Contributed Plans. Eligible Transferred Employees shall be made continue to participate in the Contributed Plans in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreementplans. It is understood that Nothing in this Agreement shall limit Non-Real Estate Buyer’s ability to modify or terminate or merge the intent of this Section 6.17(aContributed Plans at any time. Sellers shall indemnify and hold Non-Real Estate Buyer harmless from Sellers’ liabilities, obligations or Losses incurred or relating to any Contributed Plans for any actions or omissions occurring on or before the Closing Date or any Sellers Employee Benefit Plans (other than an Contributed Plan) is for any actions or omissions occurring on, prior to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of or following the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective As of the Closing Date, Buyer shall offer --------------------- employment to all employees of Seller who are actively employed in the Business as of the Closing Date (the "Active Employees"), any other Business Employees ---------------- (as defined below) on short term disability, worker's compensation leave or a leave granted pursuant to the Family and Medical Leave Act who return to active employment within three months after the Closing Date and any other Business Employees who have reemployment rights under applicable law or the terms of any Collective Bargaining Agreement. Any employees of Seller in the Business who, as of the Closing Date, Purchaser are absent from active employment with Seller for any reason (including as a result of layoff, leave of absence, disability, illness or one injury) shall be referred to herein as "Inactive Employees" and, together ------------------ with the Active Employees, the "Business Employees." The Employee Schedule ------------------ ----------------- attached hereto sets forth a list of its Affiliates shall make an offer all Active Employees and all Inactive Employees as of employment the date of this Agreement indicating with respect to each Applicable Employee. Notwithstanding anything herein to all Inactive Employees the contrary general reason for such leave, the beginning date and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms estimated end date of an Assumed Plan, offers of employment to Applicable Employees whose employment such leave and whether such employee has reemployment rights are subject to the UAW under a Collective Bargaining Agreement or applicable law. The Business Employees who become employed by Buyer shall be referred to herein as "Transferred Employees." Buyer shall employ each Transferred Employee who was a ---------------------- salaried employee of Seller at a substantially similar base salary level that was provided to such salaried Transferred Employee by Seller immediately prior to the Closing, and shall provide each such salaried Transferred Employee with employee benefits comparable in all material respects to those received by Buyer's similarly situated salaried employees as of the Closing Date (with it being understood, however, that Buyer may modify such salary level or such benefits at any time subsequent to the Closing Date) and, for purposes of Buyer's vacation programs, sick pay programs and other benefit programs for which ordinary course accruals are included in the Assumed Liabilities, Buyer shall give Transferred Employees credit for their service with Seller as indicated on the Employee Schedule and, in the case of any group medical plan maintained by Buyer, Transferred Employees shall be made given credit for their service under a corresponding Seller Employee Benefit Plan for purposes of applying any pre-existing condition limitations, any waiting periods or evidence of insurability requirements and shall be given credit under any such plan for amounts paid under a corresponding Seller Employee Benefit Plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employeesplans. Nothing in this Section 6.17(a) Agreement other than Buyer's assumption of the Collective Bargaining Agreements shall prohibit Purchaser or any of its Affiliates from terminating limit Buyer's ability to terminate the employment of any Transferred Employee after the Closing Date, subject to the terms Date at any time and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Datereason, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursincluding without cause.

Transferred Employees. Effective Buyer shall offer employment effective as of the Closing DateDate to all of the Facility Employees (identified on Schedule 1.1(d), Purchaser as updated pursuant to Section 7.7(b)) who are active (i.e., not out on short or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with long term disability or workers compensation or for any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement other reason other than normal vacation absences) as of Closing, at the Closing Datesame location and rate of pay and otherwise on substantially similar terms, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974aggregate, as amended. Each offer of employment to an Applicable those under which each such Facility Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of was employed immediately prior to the Closing Date. Those employees who accept Buyer¶s offer of employment made pursuant to this Section 8.4(a) and commence working for Buyer on the Closing Date and (ii) are referred to herein as ³Transferred Employees.´ Each Facility Employee who is not an active employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts Date (each an ³Inactive Employee´) VKDOO UHPDLQ 6HOOHUV¶ UHVSRQVLELOLW\ XQWLO VXFK employee commences employment with Purchaser or one Buyer. When an Inactive Employee is able to return to DFWLYH VWDWXV LQ DFFRUGDQFH ZLWK 6HOOHUV¶ OHDYH SROLFLHV, DQG provided that such return occurs within six (6) months of its Affiliates and commences working for Purchaser or one of its Affiliates the Closing Date unless the Inactive Employee is otherwise required by applicable Legal Requirements to be reinstated at a later date, Buyer shall become a “Transferred Employee.” To the extent make such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all to such Applicable Employees. Nothing individual in accordance with this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any 8.4(a), and, provided such LQGLYLGXDO DFFHSWV %X\HU¶V RIIHU RI HPSOR\PHQW, VXFK LQGLYLGXDO ZLOO EH FRQVLGHUHG D Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit date of such acceptance. Buyer shall have no liability for any Inactive Employee until the date such employee becomes a Transferred Employee. All Buyer¶s decisions to offer or not offer employment to Sellers¶ employees shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursaccordance with all applicable Legal Requirements.

Transferred Employees. Effective as As of the Closing Date, Purchaser the employees of PMG listed on Schedule 5.3(a) who are actively employed by any PMG Company as of the Closing Date shall be offered employment by GEE, the Buyer or one of its Affiliates shall make an offer (the “Employer”). Such employees of PMG who accept employment to each Applicable Employee. Notwithstanding anything herein to with the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Employer shall be made in accordance referred to herein as “Transferred Employees.” The employees of any PMG Company who are not offered employment, or who do not accept employment, with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, Employer shall be referred to herein as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity“Non-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeEmployees.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser limit the Employer’s ability to modify the salary or any of its Affiliates from terminating wage level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause. None of GEE, the Buyer nor any of its Affiliates shall have any Liability in excess of the PMG Severance Cap with respect to any Non-Transferred Employee or former employee or retiree of any PMG Company (including any Person currently covered by any benefit plan of any PMG Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). PMG shall be solely responsible for the payment of all wages, subject compensation, bonuses and commissions employee benefits (including, without limitation, any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the terms execution, delivery or performance of this Agreement), retirement and conditions any other benefits, premiums, claims and related costs) to any of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of Non-Transferred Employees, any Applicable Employee subject PMG Company’s employees, former employees or retirees based on or arising under employment with such PMG Company and to the UAW Collective Bargaining Agreement. Except Transferred Employees based on or arising under employment with thereby for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of period prior to the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior . Except with regard to the first anniversary PMG Severance Cap, the Employer shall be solely responsible for the payment of all wages, salaries and other compensation and employee benefits (including, without limitation, any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, premiums, claims and related costs) to any of the Closing Date, severance benefits that are not less favorable than Transferred Employees relating to or arising out of their employment with the severance benefits such Transferred Employee would have received under Employer. Neither the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one Buyer nor any of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited assume any Liability with respect to any Plan or other employee benefit plan of any kind or nature maintained by PMG for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)employees, in any employee benefit plans (excluding equity compensation plans former employees or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursretirees.

Transferred Employees. Effective (i) Parent shall provide written notice to Buyer prior to any termination of a Key Employee between the date hereof and Closing. No later than fifteen (15) Business Days prior to the Closing Date, Parent shall provide Buyer with an update to the Business Employee List and related information set forth in Schedule 3.15(a) of the Disclosure Schedules to reflect terminations or other personnel changes occurring between the date hereof and the Closing Date as those new hires, terminations or other personnel changes have been approved in writing in advance by Buyer and in a manner consistent with Section 5.01. Within fifteen (15) Business Days before the Closing Date, Buyer or one of its Affiliates shall offer employment to each Business Employee (each, an “Active Employee”), with such employment subject to any of Buyer’s or its Affiliate’s onboarding requirements and effective as of the Closing Date, Purchaser in each case in accordance with Applicable Laws. In addition, with respect to each Business Employee who is not actively employed immediately prior to the Closing Date due to an approved leave of absence or due to short- or long-term disability, or who otherwise has any right immediately prior to the Closing Date under Applicable Law, plan, policy, contractual arrangement or otherwise to employment, reemployment, reinstatement or reactivation by Parent or its applicable Affiliate (each, an “Inactive Employee”), subject to any onboarding requirements of Buyer or any of its Affiliates, Buyer or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein such Inactive Employee on the date such Inactive Employee returns to work, provided that such Inactive Employee returns to work within six (6) months immediately following the contrary and Closing Date (after which date, Buyer shall not be require to hire such inactive employee except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amendedLaw). Each offer of employment made by Buyer pursuant to an Applicable Employee who is not covered by this Section 7.07(a)(i) shall (A) be for the UAW Collective Bargaining Agreement shall provide, until at least same or similar position with the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable applicable Business Employee’s base salary or hourly wage rate in effect position as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become (B) be at a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing geographic work location that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of as, or within thirty-five (35) miles of, the Business Employee’s work location immediately prior to the Closing Date Closing, or as otherwise agreed to credit for between the Business Employee and Buyer, (C) include terms and conditions consistent with Section 7.07(b) and (D) require that, to accept the offer of employment, such service under any similar employee benefit plansBusiness Employee must waive, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent permitted by Applicable Law, the right to receive any and all severance or similar payments from Parent or its Affiliates or otherwise payable to such conditions were satisfied by such Transferred Employees under a Parent Business Employee Benefit Plan resulting from Parent’s consummation of the Contemplated Transactions, whether alone or together with any other event. Each Active Employee who accepts Buyer’s offer of employment and commences employment as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred each Inactive Employee during the plan year in which who returns to active employment and accepts Buyer’s offer of employment following the Closing Date occursDate, is referred to herein as a “Transferred Employee”.

Transferred Employees. Effective (a) Buyer will offer to employ all of the Employees effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, Buyer will communicate offers of employment in accordance with legal requirements and in a form mutually acceptable to Applicable Seller and Buyer. All such Employees whose shall be offered employment rights are subject to the UAW Collective Bargaining Agreement with Buyer in all cases (i) in a position requiring comparable skills and abilities as of such Employee's position with Seller on the Closing Date, shall be made (ii) with annual base salary, or weekly or hourly rate of pay which is equal to such Employee's pay with Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with Seller on the Closing Date, and (iv) with a work schedule that is not changed by more than 10% from such Employee's work schedule with Seller on the Closing Date (a "Comparable Job Offer"). Buyer hereby agrees to pay any severance benefits to any Employee who is not offered a Comparable Job Offer and does not otherwise accept employment with Buyer in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed set forth on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed PlanSchedule 8.1(a), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service Buyer shall not operate to duplicate any benefit pay severance pay or benefits to any Transferred Employee who is terminated for cause. Each Employee who accepts Buyer's offer of employment and commences employment with Buyer hereunder shall be referred to as a "Transferred Employee" for purposes of this Agreement. Buyer hereby agrees to use its reasonable best efforts to cooperate with Seller in obtaining, in connection with any acceptance of an offer of employment with Buyer, an executed release from such Transferred Employee or the funding for any such benefit. Such benefits providing that Seller and its Affiliates shall not be subject to any exclusion responsible for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided severance claims or obligations for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which with respect to any severance plan, policy or practices of Seller or any of its Affiliates or predecessors. With respect to any Employee who accepts an offer of employment from Buyer who on the Closing Date occursis on military leave, sick leave, maternity leave, short-term disability or other leave of absence approved by Seller (but excluding any Employee absent by reason of long-term disability, for whom Seller will retain all liability), except as required by applicable law, Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to employment in accordance with the terms of such Employee's leave. Any such Employee will cease employment with Seller at the end of such leave of absence.

Transferred Employees. Effective as of the Closing Date, Purchaser or one The Company will terminate all of its Affiliates shall make an offer employees (except for those Persons listed on Schedule 5.5 hereto) including, upon their return from leave, those employees on short-or long-term disability, family leave or any other authorized leave of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Planabsence, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date ("Terminated Employees"). The Purchaser will offer employment, immediately after the Closing, to all Terminated Employees, upon terms and conditions acceptable to Purchaser, including but not limited to a requirement that any new employee of the Purchaser agree to be subject to the terms of employment set forth in the Purchaser's employee handbook and agrees to execute a confidentiality and non-disclosure agreement in favor of Purchaser. Those Terminated Employees that accept Purchaser's offer of employment shall be collectively referred to herein as the "Transferred Employees." In connection with the employment of the Transferred Employees, the Purchaser will (i) assume all employee liabilities accrued on the Closing Balance Sheet in respect of such Transferred Employees for payroll, payroll taxes and employee vacation benefits, and (ii) employee pension and welfare benefitsbe responsible for any liability for severance benefits under the Purchaser's severance policy, Contracts and arrangements that are not less favorable in if any, which may become due to Transferred Employees whose employment by Purchaser is terminated after the aggregate than those listed on Section 4.10 of Closing Date by the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPPurchaser. For the avoidance purposes only of doubt, each Applicable Employee on layoff status, leave status or calculating severance payments which may become due with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become respect to a “Transferred Employee.” To the extent such offer , a Transferred Employee's length of employment by Purchaser or its Affiliates is not acceptedshall be deemed to include such Transferred Employee's length of employment by the Company. Notwithstanding the foregoing, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing nothing in this Section 6.17(a) shall prohibit 5.5 is intended to obligate the Purchaser or any of its Affiliates from terminating to continue the employment of any Transferred Employee after for any period following the Closing DateClosing, subject to restrict in any way the Purchaser's rights to modify the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is any Transferred Employee's employment or to provide a seamless transition from Sellers to Purchaser of bestow upon any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of any rights as a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthird party beneficiary hereof.

Transferred Employees. Effective As of the Closing Date, Buyer shall offer employment to those Business Employees actively employed as of the Closing Date, Purchaser or one and Seller shall take all steps necessary to terminate the employment of its Affiliates shall make an each such Business Employee who accepts such offer of employment. The Business Employees who accept Buyer’s offer of employment and who become employed by Buyer shall be referred to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable “Transferred Employees.” Any Business Employee or as required by the terms of an Assumed Planthat, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, is on short-term or long-term disability leave shall be made offered employment by Buyer if he or she presents herself for work in accordance with the applicable terms and conditions policies of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary Seller within 90 days of the Closing Date. At such time, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Business Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser confer upon any Transferred Employee any right with respect to continued employment with Buyer, nor shall anything herein limit or any of its Affiliates from terminating interfere with Buyer’s right to terminate the employment of any Transferred Employee at any time (subject to applicable law), with or without cause or notice, or restrict Buyer in the exercise of independent business judgment in modifying any terms or conditions of employment of the Transferred Employees on and after the Closing Date, subject . Prior to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates Seller shall take all actions necessary such that to vest each Transferred Employees Employee in their benefits under Seller Employee Benefit Plans and shall be credited for their actual make all employee and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates employer contributions to Seller Employee Benefit Plans in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)currently participate, in any for all periods of employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately service prior to the Closing Date for all Transferred Employees. The Transferred Employees shall participate in the employee benefit plans established and maintained by Parent and its Subsidiaries from time to credit time, and the Transferred Employees shall receive full credit, including for such purposes of eligibility and vesting, for their prior periods of service with Seller, SMG LLP or their Subsidiaries. Buyer and Parent shall (i) waive (with respect to the Transferred Employees) any limitations as to preexisting conditions and any exclusions and waiting periods with respect to participation in and coverage under any similar Parent’s employee benefit plans, programs or arrangements of and (ii) recognize and credit any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied copayments and deductibles paid by such Transferred Employees prior to Closing for purposes of satisfying any applicable copayment or deductible requirements under a Parent Employee Benefit Plan as of Parent’s employee benefit plans for the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the same plan year in which the Closing Date occursyear(s).

Transferred Employees. Effective As of the Closing Date, Buyer shall offer employment to all employees of Seller actively employed in the Business as of the Closing Date other than those employees receiving Severance Payments (the "BUSINESS EMPLOYEES"); PROVIDED, HOWEVER, that Buyer shall have no obligation to offer employment as of the Closing Date to any employee of Seller who, as of the Closing Date, Purchaser is absent from active employment with Seller for any reason (including as a result of layoff, leave of absence, illness or one injury) and who Buyer reasonably expects not to be able to perform all of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided his or her regular duties in an individual employment Contract with any Applicable Employee his or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of her respective position within 30 days after the Closing DateDate (the "INACTIVE EMPLOYEES"). To facilitate Buyer's obligations to offer employment under this Section 7(l), Seller shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately provide Buyer within a reasonable period prior to the Closing Date (and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed again on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date) a true, shall continue in complete and accurate list of each Business Employee and each Inactive Employee, including the date such Inactive Employee changed from active to inactive status, the reason for such inactive status and/or retain such rights after Closing in and, if applicable, the Ordinary Course anticipated date of Businessreturn to active employment. Each Applicable Employee who accepts employment with Purchaser Business Employees who, on or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee immediately after the Closing Date, subject become employees of Buyer shall be referred to herein as the terms "TRANSFERRED EMPLOYEES." Except as provided in subsection (ii) below, Buyer shall not assume any liability whatsoever and conditions Seller shall retain, bear and discharge all liabilities and obligations with respect to all Inactive Employees of Seller and any other employees and former employees of Seller who do not become Transferred Employees (including liabilities under Section 4980B of the UAW Collective Bargaining AgreementCode). It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide With respect to each Transferred Employee who is Employee, Buyer shall not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser assume any responsibility whatsoever for any liabilities or its Affiliates on or obligations which occur prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits time such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser commences employment with Buyer or one of its Affiliates shall take all actions necessary in any way relate to such that Transferred Employees shall be credited for their actual and credited Employee's employment service with Sellers and each of their respective AffiliatesSeller. Except as otherwise specifically set forth herein, Seller shall have no responsibility whatsoever for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser any liabilities or any of its Affiliates in obligations which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), relate in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing way to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such Employee's employment service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurswith Buyer.

Transferred Employees. Effective as of and conditional on the Closing Date, the Purchaser or one shall offer employment to all Employees, other than those identified by the Parties as Employees to whom no employment offers shall be extended, within fifteen (15) Business Days of its Affiliates the date hereof. The Purchaser will use commercially reasonably efforts to respond such Employee’s questions as to employment with the Purchaser, shall meet with Employees and shall encourage such Employees to accept the offers of employment. Through the Closing, the Sellers will use commercially reasonably efforts to cooperate with the Purchaser and to the extent reasonably requested by the Purchaser, to allow the Purchaser, upon reasonable written advance notice and during normal business hours and without interfering with the operation of the Business, to meet with Employees and to make an offers of employment. Employees who accept the Purchaser’s offer of employment and become employees of the Purchaser shall be referred to each Applicable Employee. Notwithstanding anything herein as the “Transferred Employees.” Nothing herein shall confer any right to be employed by the contrary and except as provided Purchaser for any specified period of time following the Closing Date or in an individual employment Contract with any Applicable Employee or as required by way limit the right of the Purchaser to change the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after at any time following the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining AgreementDate for any reason (or no reason). It is understood The Sellers agree that the intent of this Section 6.17(a) is Purchaser shall have no Liability whatsoever with respect to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose offered employment or is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are offered employment but who does not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of become a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject with respect to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of in connection with Liabilities arising prior to the Closing Date, and credit the Sellers shall be provided for any deductible or out-of-pocket amounts paid by such retain, bear and discharge all Liabilities with respect to all employees and former employees of the Sellers who do not become Transferred Employee during the plan year Employees and with respect to Transferred Employees in which connection with Liabilities arising prior to the Closing Date occursDate.

Transferred Employees. Effective Schedule 3.21(i) sets forth a list of all of the employees of the AAC Companies and their current compensation as of the most recent date for which such information is available. Except as set forth in Schedule 3.21(i), the Company will cause the AAC LLCs to offer employment with the AAC LLCs, immediately after the Closing in a same position and at the same rate of pay and with the same benefits as in effect on the date immediately preceding the Closing, to all of such persons, whether such persons are salaried or hourly employees; provided that, except as otherwise provided in the Employment Agreements, any such offer of employment by the AAC LLCs shall not constitute an offer of employment by the AAC LLCs over any minimum period of time, or an obligation to continue any such employee's rate of pay or employee benefits, and any such employment shall be at will. Such employees who elect to become employees of the AAC LLCs are hereinafter referred to as "Transferred Employees" and shall be deemed to have become employees of the AAC LLCs as of the time the Closing becomes effective; provided that those employees of the AAC Companies who are regarded by the AAC Companies as being on layoff, short-term disability or leave of absence (whether paid or unpaid) as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in with the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee AAC LLCs after the Closing Date, subject and the AAC LLCs shall not be obligated to the terms and conditions offer employment to any employees of the UAW Collective Bargaining AgreementAAC Companies who are regarded by the AAC Companies as being on long-term disability. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and The Company acknowledges that it shall provide to each Transferred Employee who is has not covered informed the AAC Companies of any planned or contemplated decisions or actions by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Company that would require the service of notice under the WARN Act. The Company shall not take, either directly or its Affiliates on or prior indirectly, any action which will cause the notice provisions of the WARN Act to be applicable to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored transactions contemplated by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthis Agreement.

Transferred Employees. Effective as of the Closing DateThe Seller’s employees will be offered employment by Buyer, Purchaser Holdings or one of its Affiliates shall make an offer their affiliates (the “Employer”) effective on the date hereof. Such employees will be referred to herein as “Transferred Employees.” The employees of Seller who are not offered employment, or who do not accept or commence employment, with the Employer will be referred to herein as “Non-Transferred Employees.” Nothing in this Agreement will limit the Employer’s ability to modify the compensation level or the employee benefits of, or terminate the employment of, any Transferred Employee at any time and for any reason, including without cause, except as may otherwise be set forth in any employment agreement entered into by such parties. Neither Buyer, Holdings nor any of their respective affiliates will have any liability with respect to each Applicable any Non-Transferred Employee or former employee or retiree of Seller (including any person currently covered by any benefit plan of Seller who is not a Transferred Employee), regardless of when such liability arises or occurred (whether on, prior to or after the date hereof). Notwithstanding anything herein Seller will be solely responsible for the payment of all wages, compensation, bonuses and commissions employee benefits (including any accrued but unused PTO, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the contrary execution, delivery or performance of this Agreement), retirement and except any other benefits, premiums, claims and related costs) to any of the Non-Transferred Employees, Seller’s employees, former employees or retirees based on or arising under employment with Seller and to the Transferred Employees based on or arising under employment with Seller for the period prior to the date hereof.1 The Employer will be solely responsible for the payment of all wages, salaries and other compensation and employee benefits (including any PTO, severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, premiums, claims and related costs) to any of the Transferred Employees relating to or arising out of their employment with the Employer on and after the date hereof. None of Buyer, Holdings or any of their respective affiliates, will assume any liability with respect to any Plan or other employee benefit plan of any kind or nature maintained by Seller for any of its employees, former employees or retirees. The Employer and Seller hereby agree to follow the standard procedure for employment tax withholding as provided in an individual employment Contract with any Applicable Employee or as required by the terms Section 4 of an Assumed PlanRevenue Procedure 2004-53, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date2004-2 C.B. 320, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered becomes employed by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service Employer in connection with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthis transaction.

Transferred Employees. Effective Prior to ---------------- --------------------- the Closing Date, Buyer shall provide Primestar with a list of employees of the Sellers to whom Buyer proposes to offer employment effective as of the Closing Date ("Potential Transferred Employees"). With respect to each Potential Transferred Employee who accepts employment with Buyer as of the Closing Date or Transition Employee who accepts employment with Buyer during his or her Transition Period (each a "Transferred Employee" and, collectively "Transferred Employees"), Buyer shall provide such employee with: (i) vacation and sick leave to the extent accrued, unused and reflected in Working Capital Liabilities as of the Closing Date, Purchaser or one of its Affiliates shall make an offer (ii) past service credit for eligibility and vesting purposes under the Buyer's employee welfare benefit plans and 401(k) plan for their period of employment to each Applicable Employee. Notwithstanding anything herein to on record with the contrary Sellers and except as provided in an individual employment Contract with any Applicable Employee or as required by (iii) past service credit for vesting only under the terms of an Assumed Buyer's "Non- Bargaining Retirement Plan, offers " for their period of employment on record with the Sellers; provided, that such service recognition does not result in any -------- duplication of benefits. Each Transferred Employee who completes one year of employment during which the Transferred Employee completed 1,000 hours of service with Buyer shall accrue a benefit under the Buyer's "Non-Bargaining Retirement Plan" with respect to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, such year. Each such Transferred Employee shall be made credited, in accordance with the applicable terms and conditions of the UAW Collective Buyer's "Non-Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974Retirement Plan", as amended. Each offer only with his or her period of employment to an Applicable Employee with the Buyer for eligibility for early retirement subsidies under such plan. Past service credit for employment with the Sellers shall not be granted for purposes of benefit accrual and early retirement subsidies. Individuals who is not covered by terminate their employment with the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately Sellers prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment subsequently hired by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits Buyer shall not be subject entitled to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees past service recognition under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.this Section 9.8. -----------

Transferred Employees. Effective as of the Closing applicable Hire Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as expressly provided in herein, Buyer shall cause each Business Employee who accepts and commences employment with Buyer or an individual employment Contract with any Applicable Employee or as required by the terms Affiliate of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Buyer as of the Closing applicable Hire Date (the "Transferred Employees") to be provided with compensation and benefits that shall, in the aggregate, in Buyer's reasonable judgment be substantially equivalent to the compensation and benefits provided by Buyer to its similarly situated employees; provided, however, that for a period of one year following the applicable Hire Date, each Transferred Employee shall be made entitled to remain in substantially the same position, with the same base salary and same vacation policy as maintained by Seller as of the applicable Hire Date as set forth on Section 3.02(c) of the Seller Disclosure Schedule (as updated by Seller after the date hereof), provided that such employee remains employed by Buyer or an Affiliate of Buyer; and provided, further, to the extent that substantially all the business unit to which a Business Employee relates was not transferred as contemplated in Article II, Seller shall remain and be solely responsible for all severance and other liability of any nature attributable to the cessation of employment of such Business Employee with the Seller regardless of the date such cessation occurs. Nothing herein shall be construed as guaranteeing employment for any specific period of time or altering the at-will employment status of any employee. For a transition period, if any, commencing on the applicable Hire Date and ending on the sixtieth (60th) day following the closing date of the transactions contemplated by the Brokerage Asset Purchase Agreement (subject to possible extension (or earlier termination) in accordance with the applicable terms and conditions provisions of the UAW Collective Bargaining Transition Services Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered contemplated by the UAW Collective Bargaining Brokerage Asset Purchase Agreement) (the "Transition Period"), subject to limitations in and requirements of Applicable Laws and applicable plans and contracts, Seller or an Affiliate of Seller shall use its reasonable best efforts to cause Transferred Employees, (and Inactive Employees who commence employment with the Buyer or an Affiliate of Buyer during the Transition Period) to continue to be provided with the health and welfare benefits specified in the Transition Services Agreement in accordance with the terms thereof, and Buyer shall providepay Seller or an Affiliate of Seller in respect thereof as detailed in the Transition Services Agreement. If Seller or an Affiliate of Seller, using reasonable best efforts is unable to continue to provide such coverage, Buyer or an Affiliate of Buyer shall make available to such employees health and welfare plan coverage that is substantially equivalent to the coverage then provided by Buyer to its similarly situated employees, with no break in coverage. Buyer shall not assume responsibility for the provision of benefits to any Business Employee until at least such employee commences employment with Buyer or an Affiliate of Buyer. Buyer shall not be precluded from modifying its employment agreements, plans, policies and practices as to its employees generally on or after the first anniversary of the Closing applicable Hire Date, provided that such changes apply to all Buyer employees who are similarly situated to the Transferred Employees, and further provided that (A) for (i) a period of one year after the applicable Hire Date Buyer shall continue to provide to each Transferred Employee the same base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect and the same vacation policy as provided by Seller as of immediately prior to the Closing Date applicable Hire Date, provided that such employee remains employed by Buyer or an Affiliate of Buyer; and (iiB) employee pension and welfare benefitsthe recognition of prior service, Contracts and arrangements that are not less favorable as described in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date3.02(d), shall continue not be eliminated. Buyer shall be solely liable in such status and/or retain such rights after Closing in accordance with Section 3.02(g) for the Ordinary Course provision of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of COBRA benefits to any Transferred Employee after who is terminated by Buyer (or otherwise incurs a qualifying event) during the Closing Date, Transition Period. Inactive Employees who commence employment with the Buyer or an Affiliate of Buyer shall be treated as if such employees were Transferred Employees and shall be subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser 3.02, taking into account their later commencement of any Applicable Employee subject to employment date with the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Buyer or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursBuyer.

Transferred Employees. 1.2.1 The Parties hereto acknowledge and agree that the Existing Employees are, at the Effective Date, and shall continue during the Loan-Out Period to be, employees of FARES, and are not and shall not for any purpose during the Loan-Out Period be deemed to be employees of FADCIG, except pursuant to Section 1.2.3 hereof. Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall be solely responsible for and pay all of the Closing Datesalary, Purchaser or one benefits, workers’ compensation premiums, unemployment insurance premiums and other compensation of such Existing Employee (collectively, “Compensation and Benefits”), including the costs of participation by such Existing Employee in the employee benefit plans of FARES and its Affiliates Affiliates, if applicable. Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall make an offer be solely responsible for timely payment, withholding and reporting of all applicable Federal, state and local withholding, employment and payroll taxes with respect to each Applicable such Existing Employee. Notwithstanding anything herein Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall maintain workers’ compensation and employers’ liability insurance, in accordance with applicable law, covering such Existing Employee. FARES shall furnish FADCIG with copies of certificates of insurance or other documentary evidence of such insurance coverage upon FADCIG’s reasonable request. Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall remain the contrary and except as provided in an individual employment Contract with any Applicable sole employer of such Existing Employee, but the work performed by such Existing Employee or as required by shall, during the terms of an Assumed PlanLoan-Out Period, offers of employment to Applicable Employees whose employment rights are be subject to the UAW Collective Bargaining Agreement as final approval of FADCIG or an Affiliate thereof. Notwithstanding the foregoing, the Existing Employees shall report directly and exclusively to FADCIG and FADCIG shall be solely responsible for the direction, supervision, management and performance of the Closing Date, Existing Employees. FADCIG shall be made solely responsible for the results of performance of such Existing Employees and all related quality control measures. In no event shall FARES or FARES LLC be responsible for the management, supervision, direction, performance or work product of such Existing Employee in accordance with performing the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersServices; provided, however, that FARES may, but shall have no obligation to, participate in the supervision of such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Dateservices, and credit may, if it so desires, participate in the means, manner and method by which such services are to be performed, and the failure of FARES to participate in such supervision shall be provided in no way constitute gross negligence or willful misconduct on the part of FARES for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurspurposes of Section 4.1 hereof.

Transferred Employees. Effective (a) At least fifteen (15) calendar days prior to the Closing Date and effective as of the Closing Date, Purchaser or one of its Affiliates agrees that it shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein pursuant to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, set forth below to all Branch Employees (it being understood that offers of employment will be made to Applicable Employees whose such employees of Seller or its Affiliates then working in the Branches and will also be subsequently extended to any individuals subsequently hired for employment rights are subject at the Branches by Seller or its Affiliates in the ordinary course of business consistent with past practice prior to the UAW Collective Bargaining Agreement Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing DateDate (or, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment respect to an Applicable a Branch Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until on (x) short-term disability leave at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects who actively commences employment with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of Purchaser within 180 calendar days after the Closing Date, shall continue or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable Law, in each case effective as of the date such status and/or retain Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts Branch Employee’s active employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates Affiliates, shall become be defined as a “Transferred Employee.” To for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing applicable Transfer Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject Subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent provisions of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits8.7, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing subject to the same extent employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under an employment contract between Purchaser and any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Branch Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursEmployee.