Common use of Business Employees Clause in Contracts

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”.

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Business Employee who is currently employed by a Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each other current Business Employee who is actively employed at the Business (each an “Active Employee”) , in both cases on the terms set forth in this Section 7.019.01. For this purposethe avoidance of doubt, a current Business Employees include any Business Employee will be considered “actively employed” if who is, immediately prior to the Closing DateClosing, they are absent from work on account of paid time-off, vacation, sick or personal leave, leave (but not short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal disability or long-term disability; provided that any offer by Buyer to employ any such Business ), worker’s compensation or leave of absence (other than a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180Plan) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to and any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law (such as, without limitation, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act and any Applicable Law that requires employers to permit the return of their employees following a leave of absence (each e.g., maternity leave)). Any U.S. Business Employee who is, immediately prior to the Closing, absent from work on account of short-term disability shall receive an “Inactive Employee”), offer of employment from Buyer shall offer employment to each such Inactive Employee effective (or one of its Subsidiaries) on the first date such Inactive Employee terms set forth in this Section 9.01 when he or she is eligible able and willing to return to work active employment; provided that such individual so returns within six months following the Closing Date (in this regard, Buyer or such date as Subsidiary shall make any reasonable accommodation required under Applicable Law to accommodate the disability that resulted in such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided individual being on such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Lawshort-term disability). Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Business Employees described in clause (i) who continue such employment and Business Employees described in clause (ii) (including in each case any Business Employees returning from short-term disability) who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside in the United States shall collectively be the “U.S. Transferred EmployeesEmployees (U.S.)”. Transferred Employees who are based primarily outside of the United States shall collectively be the “Transferred Employees (Non-U.S.)”. Buyer and Seller agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for Transferred Employees (U.S.).

Business Employees. Certain of the Company's employees (a"Bargaining Unit Employees") Immediately are represented by the International Association of Machinists and Aerospace Workers District No. 70 (the "Union"). The Union and the Company are parties to a collective bargaining agreement effective June 19, 1995 through June 14, 1998 (the "Collective Bargaining Agreement"). Buyer does not agree to assume the Collective Bargaining Agreement. Instead, prior to the Closing DateEffective Time, but subject Buyer will consult with the Union regarding modifications desired by Buyer to the Collective Bargaining Agreement to become effective at such time as Buyer becomes a successor employer under the National Labor Relations Act. At Buyer's election exercised by notice to the Company at the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) either (i) continue enter into a new collective bargaining agreement with the employment on Union incorporating the modifications agreed to by the Buyer and after the Closing Date of each Purchased Subsidiary Employee and Union; or (ii) on or prior offer employment to substantially all Bargaining Unit Employees conditioned upon their acceptance of initial terms and conditions of employment as established by Buyer; provided, however, that any such initial terms and conditions of employment shall include the Bargaining Unit Employee's wage rate at the time of Closing. Buyer represents to the Closing Date, make an offer of employment effective on Company that following the Closing Date it will comply with any obligations Buyer may have under the National Labor Relations Act to each Business Employee who is actively employed at recognize the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by LawUnion. With respect to any all other employees of the Business Employee at the Effective Time (other than employees who were represented by the Union prior to the Effective Time), all such employees shall become employees of Buyer (it being understood that Buyer is not an Active Employee making any commitment to maintain such employees as employees for any specific period of time or at any specific pay or benefit levels, but for whom Seller has an obligation at their base hourly or salaried pay rates at the Effective Time). With respect to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”)all employees of the Business who become employees of the Buyer at the Effective Time, Buyer shall offer employment thereupon be solely responsible for all pay and benefits with respect to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible employees for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days services rendered after the Closing (Effective Time. With respect to all employees of the Business at the Effective Time, Buyer shall also pay or otherwise satisfy all properly accrued and disclosed vacation, holiday and sick time due to employees of the next applicable Business Day at the Effective Time. After the Effective Time, Buyer shall also be responsible for any "COBRA" obligations for any current or former employees of the Business and their dependents. Buyer agrees to the extent such date does not fall on assume full responsibility for compliance with any plant closing or similar laws, including WARN Act notices, if any, which may be required as a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer result of employment is required losses caused by Law, a Business Employee who continues employment the transactions provided for herein or who has received an offer by reason of employment shall be deemed to have accepted such continuance any events occurring at or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be after the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”Effective Time.

Business Employees. (a) Immediately prior to As of the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries tomake offers of employment to those Business Employees listed on Schedule 1.1(a) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior including those absent due to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick holiday, illness, leave of absence or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include excluding any individual not actively at work due to retirement, resignation, permanent dismissal or Business Employees on long-term disability; provided that ) to whom it decides to offer positions in Buyer’s sole discretion. Seller and any offer by applicable Subsidiary shall cooperate and assist in facilitating the Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to employ take any such Business Employee shall be effective only if such Business Employee commences active employment action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day Designee’s effort to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to hire any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by LawEmployees. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such Buyer’s or a Buyer Designee’s offer of employment and who actually commence employment, as of the effective date of their employment with Buyer (or a Subsidiary of Buyer) shall collectively be the , are referred to as “Transferred Employees”; provided that Inactive .” Employment with Buyer or a Buyer Designee of Transferred Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with the Buyer (or a Subsidiary Buyer Designee. The parties agree to finalize the list of Buyer)Business Employees (to include not more than approximately 150 employees plus Matamoros, Mexico employees Buyer wishes to retain) not later ten (10) days from the date hereof to whom offers of employment may be made. Transferred Buyer understands that the individuals that are not on such list of Business Employees who are based primarily inside the United States shall collectively may be the “U.S. Transferred Employees”terminated by Seller, in its sole discretion at any time thereafter except for any such employees that Seller retains to provide transition services to Buyer or for its other businesses.

Business Employees. Within ten business days following the date of this Agreement, Parent shall deliver to RMT Partner a list of each employee of Parent and its affiliates who is employed primarily in the Business, including the job title and location for each such employee and indicating which employees are Employees on Disability Leave (a) Immediately such list to be updated prior to Closing). All such employees are referred to herein as the Closing “Business Employees.” All Business Employees who are union represented employees covered by a collective bargaining agreement are referred to herein as the “Represented Employees,” and all Business Employees who are not Represented Employees are referred to herein as the “Non-Represented Employees.” Business Employees who transfer to RMT Partner, Splitco or one of their respective affiliates pursuant to this Agreement, as of the effective date of such transfer, shall be referred to as “Transferred Employees.” With respect to any Business Employee on approved leave of absence as of the Distribution Date (including, without limitation, military leave and leave under the Family and Medical Leave Act or other applicable laws), other than any Employee on Disability Leave, who transfers to RMT Partner, Splitco or one of their respective affiliates, at and following such employee’s Transfer Time, RMT Partner and its affiliates shall continue such employee’s leave of absence in accordance with the leave policy of RMT Partner and its affiliates. Effective as of the date on which an Employee on Disability Leave presents himself or herself to RMT Partner or one of its affiliates for active employment following the Distribution Date, but subject to the ClosingRMT Partner shall, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause one of its Subsidiaries affiliates to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on (in compliance with the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms covenants set forth in this Section 7.01. For 11.3 and, in the case of any Canadian Non-Represented Employee, in compliance with the requirements of Section 5.10(a)(ii)) to such Employee on Disability Leave to the same extent, if any, as Parent or its affiliates would have been required to re-employ or offer continued employment to, as applicable, such Employee on Disability Leave if the transactions contemplated by this purposeAgreement had not occurred; provided, a Business however, that subject to any additional requirements under applicable law, RMT Partner or its affiliates shall only be required to re-employ or offer continued employment to an Employee will be considered “actively employed” on Disability Leave if immediately such employee presents himself or herself for active employment on or prior to the Closing Dateearlier of (i) the second anniversary of the Distribution Date and (ii) solely in the case of a Represented Employee, they such earlier date as permitted under the applicable collective bargaining agreement. Each Employee on Disability Leave who accepts such offer and actually returns to work shall be considered a Transferred Employee, effective as of the date of such return, which shall be such employee’s Transfer Time. RMT Partner and Splitco are absent from work on account acquiring the Business as a going concern for the purpose of paid time-offcarrying out a business that is similar to the Business following the Closing, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but and RMT Partner does not include currently anticipate the cessation of operations at any individual of the Facilities of the Business. Parent and RMT Partner intend that the transactions contemplated by this Agreement shall not actively at work due constitute a severance or termination of employment of any Business Employee prior to retirementor upon the Closing, resignation, permanent dismissal and that Business Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing. Nothing herein shall be construed as a representation or long-term disability; provided guarantee by Parent or RMT Partner that any offer by Buyer to employ any such particular Business Employee shall be effective only if such Business Employee commences active transfer to Splitco or any of its subsidiaries or shall continue in employment with Buyer RMT Partner or one of its Subsidiaries on affiliates following the Closing. If any Transferred Employee requires a date visa, work permit or employment pass or other approval for his or her employment to continue with RMT Partner or its affiliates following such employee’s Transfer Time, RMT Partner shall use its reasonable best efforts to see that is not later than one hundred eighty (180) days after any necessary applications are promptly made and to secure the Closing Date (necessary visa, permit, pass or the next other approval. RMT Partner and its affiliates shall comply with all applicable Business Day laws and all applicable collective bargaining agreements relating to the extent such date does offers of employment to, and continuation of employment of, the Business Employees at and after 12:01 a.m. on the Distribution Date. For greater certainty, in the event that proceedings are initiated before the Ontario Labour Relations Board seeking a declaration that there has been a “sale of business” pursuant to s. 69 of the Ontario Labour Relations Act, 1995 and consequential orders, RMT Partner will not fall on take the position that the transactions contemplated by this Agreement do not constitute a Business Day) or such longer period “sale” of time a “business” as required contemplated by Lawthat Act. With respect Notwithstanding anything herein to the contrary, Parent and its affiliates shall remain responsible for any and all liabilities relating to the employment and/or re-employment of any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to terminates employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day with Parent and its affiliates prior to the extent such date Distribution Date or who is an Employee on Disability Leave and does not fall on a Business Day) present himself or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences herself for active employment with Buyer on or prior to the earlier of the dates set forth in clauses (or a Subsidiary i) and (ii) above. Table of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”.Contents

Business Employees. (a) Immediately prior to Effective as of the Brokerage Closing Date, but subject to each employee, including the Closingin-branch operations employees, of Seller shall terminate the employment or an Affiliate of each Business Employee who is actively Seller (other than those employed at the Business. New York Headquarters) employed primarily in the Brokerage Business as of the Brokerage Closing Date (the "Business Employees") and set forth in Section 3.04(a) of the Disclosure Schedule, shall cease to be an employee of Seller or an Affiliate of Seller, and Buyer or an Affiliate of Buyer shall (or shall cause its Subsidiaries to) offer employment to all such employees, in accordance with Section 3.04(b), (i) continue in substantially the employment on and after the Closing Date of each Purchased Subsidiary Employee and same position, (ii) on or prior to in the Closing Datesame city, make an offer of employment effective on (iii) with the Closing Date same base salary, and (iv) with the same vacation policy applicable to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer as of the Brokerage Closing Date. Notwithstanding the foregoing or one any other provision of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect this Agreement, Buyer's offer to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire on short-term or otherwise return to employment under a contractual obligation long-term disability or Law any approved leave of absence (each an “"Inactive Employee”), Buyer ") as of the Brokerage Closing Date shall offer employment to each be conditioned on such Inactive Employee effective on the first date such Inactive Employee is eligible Employee's being ready and able to return to work or within six months following the Brokerage Closing Date, and such date as such an Inactive Employee first becomes eligible for employment, reemployment, reinstatement shall not become an employee of Buyer or reactivation, provided such an Affiliate of Buyer unless and until they are ready and able to work as of a date is not later than one hundred eighty (180) days after within six months of the Brokerage Closing (or the next applicable Business Day Date. Prior to the extent such date does not fall on a Business Day) Inactive Employees are hired by Buyer or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary Affiliate of Buyer) shall collectively be the “Transferred Employees”; provided that , such Inactive Employees shall not be considered a Transferred Employee until retained as employees of Seller, but only for such period as an individual on short-term or long-term disability or approved leave of absence, respectively, would normally remain an employee in the absence of this transaction, and Seller shall continue to provide such Inactive Employee actually commences active Employees for the period that they remain employees of the Seller with such benefits as Seller or an Affiliate of Seller was providing on the Brokerage Closing Date to employees on long-term disability leave, short-term disability leave or approved leave of absence, respectively. Seller shall remain and be solely responsible for any severance or other liability of any nature attributable to the cessation of employment of Business Employees with the Seller, regardless of the date such cessation occurs; provided, however, that Seller's retention of such responsibility and liability shall not preclude Seller from seeking recourse against the Buyer (or a Subsidiary an Affiliate of Buyer for any breach of Buyer's covenants in this Section 3.04. Subject to the provisions of this Section 3.04, as of the Brokerage Closing Date, Buyer shall assume responsibility for all salary, bonus, commission costs, benefits and other employment related costs accrued on and after the Brokerage Closing Date with respect to all Transferred Employees (as hereinafter defined). Transferred Employees who are based primarily inside the United States Seller shall collectively be the “U.S. Transferred Employees”not take, and shall cause each of its Affiliates not to take, any action that would impede, hinder, interfere or otherwise compete with Buyer's or an Affiliate of Buyer's effort to hire or retain any Business Employee.

Business Employees. (a) Immediately prior Seller shall terminate each Business Employee and further agrees to remove such individual from Seller’s payroll, in each case as of the last day of the third month after the Closing Date, but subject unless the Buyer instructs Seller to do so prior to such date (such termination date, the Closing“Employee Termination Date”); provided, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on that, for any period from and after the Closing Date during which any Business Employee has not been removed from Seller’s payroll, Buyer shall either pay Seller or Seller’s PEO firm directly, the full amount of each Purchased Subsidiary Employee and payroll for the Business Employees by wire transfer in good, cleared funds, not later than five (ii5) on or business days prior to the Closing Datepayroll date. Seller shall not be responsible for funding any Business Employee payroll and Buyer holds Seller harmless from any such payments or from Seller’s failure to comply with this section; provided, make an offer however, Buyer reserves the right to set-off any amounts of employment effective on payroll for the Closing Date Business Employees that it owes Seller pursuant to this Section 6.1(a) against amounts Seller owes to Buyer pursuant to the Transition Services Agreement (including, for the avoidane of doubt, the “Total Cash Receipts” as defined therein). Upon receipt of Business Employee payroll from Buyer in accordance with this section, Seller shall remit same to Seller’s PEO firm in a timely manner. Buyer shall be solely responsible for all compensation due each Business Employee who is actively employed at from and after the Closing. Prior to Closing, Buyer shall provide Seller with the names of the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior Employees to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with whom Buyer or one of its Subsidiaries Affiliates intends to make an offer of employment. The employment offers Buyer makes (i) shall have total compensation and benefit terms comparable to the employment terms provided to such Business Employees by Seller on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Buyer and Seller has an obligation to recall, rehire or may otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”reasonably agree), Buyer and (ii) shall offer employment to each such Inactive provide that the Transferred Employee effective on the first date such Inactive Employee is be eligible to return participate in employee benefit and compensation plans that are generally available to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after similarly situated employees of the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”.

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make extend an offer of employment effective on the Closing Date to each Business Employee, whether such employee is actively at work or on an approved leave of absence as of the Closing Date (each Business Employee who is actively employed accepts the offer of employment, a “Hired Employee”). Each such offer shall be effective for employment as of September 1, 2015 (the “Hire Date”) and shall provide for (i) employment at the Business (each an “Active Employee”) on same location at which the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if worked immediately prior to the Closing Date, they in a position comparable to the position held immediately prior to the Closing Date, (ii) a rate of base salary, wages and target annual incentive opportunity not less than what were in effect immediately prior to the Closing Date, and (iii) immediate eligibility to participate in Buyer’s applicable retirement and health care plans. In addition, each Hired Employee will, through December 31, 2015 (the “Coverage Period”), be provided with (A) a rate of base salary, wages and target annual incentive opportunity in effect for such Hired Employee immediately prior to the Closing Date, (B) severance benefits that are absent from work on account not less favorable than the greater of (x) the severance benefits provided to Business Employees immediately prior to the Closing Date or (y) the amount of compensation that would have been paid time-offto the Hired Employee through the Coverage Period, vacationand (C) retirement, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but healthcare and other employee benefits that are not less favorable in the aggregate than the employee benefits provided by Seller to such Hired Employee immediately prior to the Closing Date. The Parties shall treat as a Hired Employee each Business Employee who (i) does not include any individual not actively at work due notify Buyer prior to retirement, resignation, permanent dismissal or long-term disability; provided the Hire Date that any offer by Buyer to employ any such Business Employee shall be effective only if will not become a Hired Employee, and (ii) reports for work on the first day after the Hire Date upon which such Business Employee commences active is scheduled to work for Buyer. Buyer shall (i) be solely responsible for any and all severance or termination pay expenses which arise in connection with the termination of employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days any Business Employee after the Closing Date and (ii) indemnify Seller and its Affiliates for any Losses arising from or the next applicable Business Day relating to the extent such date does not fall on a Business Day) or such longer period of time as required any failure by Law. With respect Buyer to provide any Business Employee who is not an Active Employee but offer complying with the terms of this Section 7.4, including any claim for whom Seller has an obligation to recall, rehire severance arising on or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”Date.

Business Employees. (aSection 3.02(a) Immediately prior of the Seller Disclosure Schedule sets forth a true and complete list of all employees of the Asset Management Business as of the date hereof other than any employees transferred to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed Buyer at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Brokerage Closing Date (the "Business Employees") indicating each such employee's title, employer and business unit. Effective as of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Hire Date applicable to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall cease to be effective only if an employee of Seller or an Affiliate of Seller. Buyer or an Affiliate of Buyer has offered employment to all Business Employees, in accordance with Section 3.02(b), (i) in substantially the same position, (ii) in the same city, (iii) with the same base salary, and (iv) with the same vacation policy applicable to each such Business Employee commences active employment with Buyer as of the applicable Hire Date. Notwithstanding the foregoing or one any other provision of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect this Agreement, Buyer's offer to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire on short-term or otherwise return to employment under a contractual obligation long-term disability or Law any approved leave of absence (each an “"Inactive Employee”), Buyer shall offer employment to each ") as of the applicable Hire Date is conditioned on such Inactive Employee effective on the first date such Inactive Employee is eligible Employee's being ready and able to return to work within six months following the applicable Hire Date, and such an Inactive Employee shall not become an employee of Buyer or such an Affiliate of Buyer unless and until they are ready and able to work as of a date as within six months of the applicable Hire Date. Prior to the date Inactive Employees are hired by Buyer or an Affiliate of Buyer, such Inactive Employee first becomes eligible Employees shall be retained as employees of Seller, but only for employmentsuch period as an individual on short-term or long-term disability or approved leave of absence, reemploymentrespectively, reinstatement would normally remain an employee in the absence of this transaction, and Seller shall continue to provide such Inactive Employees for the period that they remain employees of the Seller with such benefits as Seller or reactivationan Affiliate of Seller was providing on the applicable Hire Date to employees on long-term disability leave, provided short-term disability leave or approved leave of absence, respectively. Seller shall remain and be solely responsible for any severance or other liability of any nature attributable to the cessation of employment of Business Employees with the Seller, regardless of the date such date is cessation occurs; provided, however, that Seller's retention of such responsibility and liability shall not later than one hundred eighty (180) days after preclude Seller from seeking recourse against the Closing (Buyer or the next applicable Business Day an Affiliate of Buyer for any breach of Buyer's covenants in this Section 3.02, it being understood that Seller shall retain all such responsibility and liability to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed that the business unit to have accepted such continuance or offer, unless which such Business Employee specifically declines such continuance relates was not transferred as contemplated hereunder. Subject to the provisions of this Section 3.02, as of the applicable Hire Date, Buyer shall assume responsibility for all salary, bonus, commission costs, benefits and other employment related costs accrued on and after the applicable Hire Date with respect to each Transferred Employee. Seller shall not take, and shall cause each of its Affiliates not to take, any action that would impede, hinder, interfere or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment otherwise compete with Buyer (Buyer's or a Subsidiary an Affiliate of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer ('s effort to hire or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”retain any Business Employee.

Business Employees. Schedule 12.1 is a complete and accurate list, as of the Effective Date, of all employees of the Sellers who exclusively devote their time and effort in the operation of the Specified Assets and the conduct of the Mass Markets Business (athe "Business Employees"), and such schedule lists their respective positions, dates of employment and current compensation. The Buyer or any of its Affiliates (the "Employer") Immediately prior may interview and offer employment to the Closing Business Employees and the employees on Schedule 3.23 who are marked with an asterisk, such offers to be conditioned upon the occurrence of the Closing. No later than 15 days after the Effective Date, but subject to the Closing, Seller Employer shall terminate provide the employment Sellers with prompt written notice of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) Employees and the employees on Schedule 3.23 who are marked with asterisk who are offered positions with the terms set forth in this Section 7.01Employer and all details of such offers. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any The Employer shall make all such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not offers no later than one hundred eighty 30 days following the Effective Date and shall require in each case that such offer be accepted or declined within seven (1807) days after such offer is made, in the Closing Date (or absence of which the next applicable offer may be revoked by the Employer. All Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees employees on Schedule 3.23 who are based primarily inside marked with an asterisk accepting such offers and becoming employees of the United States shall collectively be the “U.S. Transferred Employer in accordance with this section are referred to herein as "Hired Employees”". NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THIS ARTICLE XII SHALL NOT BE DEEMED TO CREATE ANY RIGHT OR CLAIM FOR THE BENEFIT OF, AND SHALL NOT BE ENFORCEABLE BY, ANY EMPLOYEE OF THE SELLERS OR OTHER PERSON WHO IS NOT A PARTY TO THIS AGREEMENT, OR MAKE ANY SUCH EMPLOYEE OR PERSON A THIRD PARTY BENEFICIARY OR THIS AGREEMENT.

Business Employees. As soon as practicable following the date hereof, but in any event, not less than fourteen (a14) Immediately calendar days prior to the Closing Date, but subject to the Buyer shall offer employment (effective as of the Closing, Seller shall terminate the employment of ) to each active Business Employee (it being understood that Schedule 1.1(b) shall be modified (x) by the Seller for Business Employees who is actively employed have left employment or the replacement thereof or (y) by mutual agreement of the Buyer and the Seller at the Business. Buyer shall least ten (or shall cause its Subsidiaries to10) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or Business Days prior to the Closing Date, make an offer of employment effective on to reflect changes in the Closing Date to each Business Employee who is actively employed at Persons comprising the Business (each an “Active Employee”Employees between the date hereof and the date of such modification) on the terms set forth whether salaried or hourly, in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if comparable job or position and geographic location as in effect immediately prior to the Closing Date, (i) at a salary or wage level and bonus opportunity that is comparable in the aggregate to the salary or wage level and bonus opportunity to which such Business Employees were entitled immediately prior to the Closing Date and (ii) with benefits, perquisites and other terms and conditions of employment that are at least as favorable in the aggregate as the benefits, perquisites and other terms and conditions that similarly situated employees of the Buyer and its Affiliates receive. All non-active Business Employees shall be offered employment by the Buyer if they are absent from return to active work on account within 180 days of paid time-offthe Closing Date, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due subject to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any each such Business Employee shall be effective only if such Business Employee commences active employment providing Buyer (upon Buyer’s request) with Buyer medical certification that they are able to perform the essential functions of their job with or one of its Subsidiaries on without a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Lawreasonable accommodation. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer offers of employment from and who actually commence employment with the Buyer (or a Subsidiary of Buyer) shall collectively be the are referred to herein as “Transferred Employees”; provided . The employment of each Transferred Employee shall be deemed terminated with Seller as of the date such employee commences employment with Buyer. The obligation of the Buyer to provide the conditions of employment relating to pay, severance and employee benefits in accordance with this Section 5.6(a) shall continue for a period ending not earlier than the one (1) year anniversary of the Closing Date. No later than the date that Inactive Employees is five (5) Business Days prior to the Closing Date, the Buyer shall notify the Seller as to each Business Employee who has accepted employment with the Buyer or any of its Affiliates pursuant to this Section 5.6(a), and each Business Employee who has rejected the Buyer’s offer of employment. The Buyer shall not be considered assume any of the Business Benefit Plans. The Buyer shall reimburse the Seller and its Affiliates for any costs incurred related to severance payments payable to the Business Employees solely as a Transferred Employee until result of the Buyer’s failure to make an offer of employment to such Inactive Employee actually commences active employment Business Employees in accordance with Buyer (or a Subsidiary the terms of Buyer). Transferred Employees who are based primarily inside this Agreement and the United States shall collectively be the “U.S. Transferred Employees”Seller’s consequent termination of such Business Employee.

Business Employees. Within ten business days following the date of this Agreement, Parent shall deliver to RMT Partner a list of each employee of Parent and its affiliates who is employed primarily in the Business, including the job title and location for each such employee and indicating which employees are Employees on Disability Leave (a) Immediately such list to be updated prior to Closing). All such employees are referred to herein as the Closing “Business Employees.” All Business Employees who are union represented employees covered by a collective bargaining agreement are referred to herein as the “Represented Employees,” and all Business Employees who are not Represented Employees are referred to herein as the “Non-Represented Employees.” Business Employees who transfer to RMT Partner, Splitco or one of their respective affiliates pursuant to this Agreement, as of the effective date of such transfer, shall be referred to as “Transferred Employees.” With respect to any Business Employee on approved leave of absence as of the Distribution Date (including, without limitation, military leave and leave under the Family and Medical Leave Act or other applicable laws), other than any Employee on Disability Leave, who transfers to RMT Partner, Splitco or one of their respective affiliates, at and following such employee’s Transfer Time, RMT Partner and its affiliates shall continue such employee’s leave of absence in accordance with the leave policy of RMT Partner and its affiliates. Effective as of the date on which an Employee on Disability Leave presents himself or herself to RMT Partner or one of its affiliates for active employment following the Distribution Date, but subject to the ClosingRMT Partner shall, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause one of its Subsidiaries affiliates to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on (in compliance with the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms covenants set forth in this Section 7.01. For 11.3 and, in the case of any Canadian Non-Represented Employee, in compliance with the requirements of Section 5.10(a)(ii)) to such Employee on Disability Leave to the same extent, if any, as Parent or its affiliates would have been required to re-employ or offer continued employment to, as applicable, such Employee on Disability Leave if the transactions contemplated by this purposeAgreement had not occurred; provided, a Business however, that subject to any additional requirements under applicable law, RMT Partner or its affiliates shall only be required to re-employ or offer continued employment to an Employee will be considered “actively employed” on Disability Leave if immediately such employee presents himself or herself for active employment on or prior to the Closing Dateearlier of (i) the second anniversary of the Distribution Date and (ii) solely in the case of a Represented Employee, they such earlier date as permitted under the applicable collective bargaining agreement. Each Employee on Disability Leave who accepts such offer and actually returns to work shall be considered a Transferred Employee, effective as of the date of such return, which shall be such employee’s Transfer Time. RMT Partner and Splitco are absent from work on account acquiring the Business as a going concern for the purpose of paid time-offcarrying out a business that is similar to the Business following the Closing, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but and RMT Partner does not include currently anticipate the cessation of operations at any individual of the Facilities of the Business. Parent and RMT Partner intend that the transactions contemplated by this Agreement shall not actively at work due constitute a severance or termination of employment of any Business Employee prior to retirementor upon the Closing, resignation, permanent dismissal and that Business Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing. Nothing herein shall be construed as a representation or long-term disability; provided guarantee by Parent or RMT Partner that any offer by Buyer to employ any such particular Business Employee shall be effective only if such Business Employee commences active transfer to Splitco or any of its subsidiaries or shall continue in employment with Buyer RMT Partner or one of its Subsidiaries on affiliates following the Closing. If any Transferred Employee requires a date visa, work permit or employment pass or other approval for his or her employment to continue with RMT Partner or its affiliates following such employee’s Transfer Time, RMT Partner shall use its reasonable best efforts to see that is not later than one hundred eighty (180) days after any necessary applications are promptly made and to secure the Closing Date (necessary visa, permit, pass or the next other approval. RMT Partner and its affiliates shall comply with all applicable Business Day laws and all applicable collective bargaining agreements relating to the extent such date does offers of employment to, and continuation of employment of, the Business Employees at and after 12:01 a.m. on the Distribution Date. For greater certainty, in the event that proceedings are initiated before the Ontario Labour Relations Board seeking a declaration that there has been a “sale of business” pursuant to s. 69 of the Ontario Labour Relations Act, 1995 and consequential orders, RMT Partner will not fall on take the position that the transactions contemplated by this Agreement do not constitute a Business Day) or such longer period “sale” of time a “business” as required contemplated by Lawthat Act. With respect Notwithstanding anything herein to the contrary, Parent and its affiliates shall remain responsible for any and all liabilities relating to the employment and/or re-employment of any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to terminates employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day with Parent and its affiliates prior to the extent such date Distribution Date or who is an Employee on Disability Leave and does not fall on a Business Day) present himself or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences herself for active employment with Buyer on or prior to the earlier of the dates set forth in clauses (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”i) and (ii) above.

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on On or prior to the Closing Date, Buyer shall make an offer offers to engage certain of employment effective on the Closing Date to each Business Employee who is actively employed at the Business Employees listed on Schedule 3.8(a) (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior including those absent due to the Closing Date, they are absent from work on account of paid time-off, vacation, sick holiday, illness, approved leave of absence or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include excluding any individual not actively at work due to retirement, resignation, permanent dismissal or Business Employees on long-term disability; provided that any offer by ) as employees of Buyer to employ any effective upon the Closing (such Business Employee shall be effective only if such Business Employee commences active employment with Employees receiving offers from Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recallAffiliates, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive EmployeeSection 5.5 Employees”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who receive and accept such offer offers of employment from Buyer are referred to as “Transferred Employees” as of the effective date of their employment with Buyer, and who actually commence shall enter into such agreements as requested by Buyer, which may include customary invention assignment, confidentiality, non-solicitation and non-competition provisions. Employment with Buyer of Transferred Employees shall be effective as of the day following the close of business on the Closing Date. Seller hereby agrees to use commercially reasonable best efforts to assist Buyer in making offers and hiring any of Seller employees identified as Section 5.5 Employees, including providing Buyer with access to such employees during the period from the date hereof until Closing and using commercially reasonable best efforts to have the Section 5.5 Employees accept employment with Buyer or its affiliates. In furtherance of this Section 5.5(a), Seller agrees to pay all Transferred Employees an amount equal to the Severance Amount. Seller shall make the payments to each Transferred Employee one (or a Subsidiary 1) Business Day after the Closing. Upon request of Buyer, Seller shall (x) shall collectively be promptly notify the “Transferred Employees”; Business Employees of Seller’s obligations to pay the Severance Amount and (y) provide each Section 5.5 Employee a written agreement to pay such Employee the Severance Amount as provided herein. Seller acknowledges that Inactive Employees shall not be considered a the Severance Amount that Seller has agreed to pay to each Transferred Employee until is at least equal to an amount such Inactive Transferred Employee actually commences active employment would have received if such employee had been terminated and the Seller was required to provide such Transferred Employee both a 60-day notice period under the Worker Adjustment and Retraining Notification Act of 1988 and a severance payment consistent with Buyer (or a Subsidiary Seller’s Severance Policies at the date of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”this Agreement.

Business Employees. (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Business Employee who is currently employed by a Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each other current Business Employee who is actively employed at the Business (each an “Active Employee”) , in both cases on the terms set forth in this Section 7.019.01. For this purposethe avoidance of doubt, a current Business Employees include any Business Employee will be considered “actively employed” if who is, immediately prior to the Closing DateClosing, they are absent from work on account of paid time-off, vacation, sick or personal leave, leave (but not short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal disability or long-term disability; provided that any offer by Buyer to employ any such Business ), worker's compensation or leave of absence (other than a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180Plan) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to and any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law (such as, without limitation, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act and any Applicable Law that requires employers to permit the return of their employees following a leave of absence (each e.g., maternity leave)). Any U.S. Business Employee who is, immediately prior to the Closing, absent from work on account of short-term disability shall receive an “Inactive Employee”), offer of employment from Buyer shall offer employment to each such Inactive Employee effective (or one of its Subsidiaries) on the first date such Inactive Employee terms set forth in this Section 9.01 when he or she is eligible able and willing to return to work active employment; provided that such individual so returns within six months following the Closing Date (in this regard, Buyer or such date as Subsidiary shall make any reasonable accommodation required under Applicable Law to accommodate the disability that resulted in such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided individual being on such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Lawshort-term disability). Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Business Employees described in clause (i) who continue such employment and Business Employees described in clause (ii) (including in each case any Business Employees returning from short-term disability) who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside in the United States shall collectively be the “U.S. Transferred EmployeesEmployees (U.S.)”. Transferred Employees who are based primarily outside of the United States shall collectively be the “Transferred Employees (Non-U.S.)”. Buyer and Seller agree to utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for Transferred Employees (U.S.).