Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “

Employee Matters. As soon as reasonably practicable and in any event not later than twenty (a20) Within a reasonable period of time (but not less than fourteen (14) days) days prior to the Closing Date, Purchaser the Transferee shall offer identity those employees it desires to hire after the Closing Date (the "REHIRED EMPLOYEES") and shall extend offers of employment with Purchaser or one of its Affiliates to each Business Employee of the Rehired Employees, which offers shall be on terms and conditions that satisfy the requirements of Section 5.5which Transferee shall determine in its sole discretion. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller Immediately prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller each of the TCR Parties shall notterminate the employment of each employee, if any, designated by the Transferee as Rehired Employees pursuant to this Article 18 and shall cause cooperate ---------- with and use its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) best efforts to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser assist Transferee in its efforts to secure satisfactory employment arrangements with the Business those Rehired Employees; provided, however, that such restrictions . The Transferee shall not apply assume any of the TCR Parties' or their affiliates' employee benefit plans or any obligation or liability thereunder. Nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to continuance of employment by the Transferee, nor shall anything herein interfere with the right of the Transferee to terminate the employment of any of the Rehired Employees at any time, with or without cause, or restrict the Transferee in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Rehired Employees. No provision of this Agreement shall create any third party beneficiary rights in any Rehired Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Business Rehired Employee by the Transferee or under any benefit plan which the Transferee may maintain. For a period of two years following the Closing, none of the TCR Parties nor any of their affiliates shall, directly or indirectly, hire or offer employment to, or seek to hire or offer employment to any Rehired Employee who either (i) is terminated by Purchaser listed on Schedule 18 or any other Rehired Employee who exercised significant ----------- responsibility relating to the construction, development, marketing or management of residential properties on behalf of the TCR Parties immediately prior to the expiration Closing and whose name is added to Schedule 18 by the Transferee no ----------- less than five (5) Business Days prior to Closing. For a period of one year following the Closing, none of the TCR Parties nor any of their affiliates shall, directly or indirectly, hire or offer employment to any other employee of the Transferee (the "OTHER EMPLOYEES") except for incidental contacts of Other Employees not made as part of a plan or attempt to hire three or more Other Employees, or any successor or affiliate of the Transferee, unless in either case the Transferee first terminates the employment of such six month-period employee or (ii) does not accept an gives its written consent to such employment or offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “employment.

Employee Matters. (a) Within a Purchaser will have reasonable period access to the facilities of time (but not less than fourteen (14the Company for the purpose of conducting employment interviews with the individuals designated as the “Business Employees” and “Retained Employee” on Section 5.6(a) days) of the Seller Disclosure Schedule and will conduct the interviews as expeditiously as possible prior to the Closing Date, Closing. Purchaser shall offer make offers of employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at contingent on the time it extends such employment offersClosing, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5its sole discretion. Purchaser shall consult with inform Seller of the identities of those Business Employees to whom Purchaser will not make an offer of employment. Unless and until Purchaser has informed Seller in writing that a particular Business Employee will not receive any employment offer from Purchaser, neither Seller nor any of its Affiliates shall (i) terminate the employment of any Business Employee except for cause, (ii) encourage or facilitate the voluntary termination of employment by any Business Employee or (iii) solicit, encourage or facilitate the continued employment of any Business Employee in a manner that could have the effect of discouraging such Business Employee from accepting employment by Purchaser. In the event that the Retained Employee’s or a Business Employee’s employment is terminated by such Retained Employee or Business Employee or Seller or any of its Affiliates prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, then Seller shall notshall, and or shall cause its Affiliates not to, solicit, transfer, hire, enforce the covenants set forth in any employment agreement or reassign any of the individuals listed on Schedule 1.1(a) similar agreement to which such terminated Retained Employee or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds Business Employee is a party to as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that hereof. Each such restrictions shall not apply to any Business Employee who (w) accepts Purchaser’s offer, (x) voluntarily terminates his or her employment with the Seller, the Company or the applicable Affiliate thereof that employs him or her, if requested by Purchaser, (y) executes and delivers either a confidentiality and non-solicitation agreement or an employment agreement, in either case, if required by Purchaser, and (iz) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of actually performs services for Purchaser or one of its Affiliates on the first business day following the Closing Date and is referred Date, shall be deemed to as be a “Domestic Transferred Hired Business Employee.” if on Seller shall be responsible for all employment-related obligations with respect to all employees of Seller or any of its Affiliates other than the Retained Employee and a United States payroll Hired Business Employee, provided, however, Seller shall remain responsible for all employment-related obligations to a Hired Business Employee to the extent such obligations arise with respect to a termination of such Hired Business Employee of employment with Seller or any of its Affiliates. For the avoidance of doubt, under no circumstances shall any employee of Seller or any of its Affiliates (other than the Retained Employee and a “Hired Business Employee) be considered an employee of Purchaser for any purpose, and Purchaser shall have no Liability whatsoever with respect to any employees of Seller or any of its Affiliates (other than the Retained Employee and a Hired Business Employee).

Employee Matters. (a) Within Unless in connection with the transactions contemplated by this Agreement a reasonable Person employed by a Seller transfers automatically to the Purchaser under applicable Law, the Purchaser (or one of its Affiliates) shall, effective as of the Closing Date (if permitted by applicable Law, otherwise as soon as possible after the Closing Date), offer employment to each Transferred Employee (other than those employed by a Transferred Subsidiary) and/or accept the transfer of his or her employment contract or agreement. Each Transferred Employee (i) who is employed by a Transferred Subsidiary, (ii) (x) whose employment is automatically transferred to the Purchaser under applicable Law and (y) who does not object to such automatic transfer in accordance with applicable Law (provided that applicable Law gives such Transferred Employee such right to object), or (iii) who accepts an offer of employment by the Purchaser (or one of its Affiliates) and commences work for the Purchaser (or one of its Affiliates) on the Closing Date, shall become an employee of the Purchaser (or one of its Affiliates (including the Transferred Subsidiaries)) on the Closing Date (or any later date required by Law) and is referred to herein as a “Hired Employee.” For a minimum of one year following the Closing Date or any longer period required by applicable Law, the Purchaser shall (i) pay the same cash compensation payable by the applicable Seller or Transferred Subsidiary to such Hired Employee as of time (but not less than fourteen (14) days) immediately prior to the Closing Date, (ii) maintain the same employee benefits delivered by the applicable Seller or Transferred Subsidiary to such Hired Employee as of immediately prior to the Closing Date, and (iii) maintain Hired Employees’ positions and working conditions applicable to each such Hired Employee as of immediately prior to the Closing Date. The Purchaser shall offer employment with Purchaser or one of and its Affiliates to each Business Employee on terms shall recognize all service of such Hired Employees at the applicable Seller or Transferred Subsidiary as if such service had been performed for the Purchaser and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends ; provided that such employment offers, shall provide appropriate information regarding employment terms and conditions recognition of service will not operate to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers duplicate any benefits with respect to communicating the offers to the Business Employeesany Hired Employee. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller The Purchaser or its Affiliates Affiliate shall, for at least 90 days following the Closing Date, not terminate any Hired Employee other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “for cause.”

Employee Matters. (a) Within For a reasonable period of time (but not less than fourteen (14) days) prior to one year following the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, Surviving Corporation shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any individuals who are employees of the individuals listed Company and the Subsidiaries on Schedule 1.1(a) to or for the Closing Date (an employment or consulting position at Seller or its Affiliates “Employee”), while employed by the Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (other than equity based compensation, benefits and opportunities) which are substantially comparable in the position that aggregate to those provided to such individual holds Employees as of the date of this Agreement. Nothing contained in this Section 5.08 shall be deemed to grant any such Employee any right to continued employment after the Closing Date. Each such Employee shall receive credit for purposes of eligibility and vesting (but not for the purposes of determining the amount of any benefits with respect to any employee benefit plan established after the Closing Date) under any employee benefit plan, and Seller shall and shall cause program or arrangement established or maintained by the Surviving Corporation or its Affiliates subsidiaries under which each Employee may be eligible to reasonably cooperate with Purchaser in its efforts participate on or after the Closing Date to secure satisfactory employment arrangements with the Business Employeessame extent recognized by the Company or any of the Subsidiaries under comparable plans immediately prior to the Closing Date; provided, however, that such restrictions crediting of service shall not apply operate to duplicate any Business Employee who either (i) is terminated benefit or the funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on Surviving Corporation after the Closing Date and is referred to as (each a “Domestic Transferred Employee” if on a United States payroll Surviving Corporation Welfare Benefit Plan”) shall be waived, to the extent it would have been waived under the corresponding Employee Plan for the Employees (other than pre-existing conditions that are already in effect with respect to the Employees, to the extent permitted by Law). Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation to amend or a “terminate any particular Surviving Corporation Welfare Benefit Plan or any other particular employee benefit plan, program, agreement or policy, or as requiring the Surviving Corporation to offer to continue the employment of any employee of the Company or its Subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Employee Plan.

Employee Matters. No later than five (a5) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months business days after the Closing, Buyer shall (A) offer employment on an at-will basis, to those persons listed in Section 6(g)(A) of the Disclosure Schedule, such offer of employment to be on terms that are comparable to those upon which such persons were, immediately prior to the Closing, employed by Seller including, without limitation, as to compensation and benefits (it being understood and agreed that the provisions of this Section 6(g) are not for the benefit of any of the persons listed in Section 6(g)(A) of the Disclosure Schedule and shall not, and shall cause its Affiliates not be construed to, solicitgive or vest in any of such persons any right or entitlement to employment or continued employment or to a particular level of compensation or benefits with or from either Seller or Buyer) and (B) make appropriate arrangements to transition those persons set forth on Section 6(g)(A) and Section 6(g)(B) of the Disclosure Schedule who have been offered and accepted employment with the Buyer to the payroll accounting and other human resources systems of Buyer and to Buyer’s benefit plans. Seller agrees that, transferafter Closing, hireBuyer may, or reassign but shall not be required to, offer employment, on an at-will basis, to those persons listed in Section 6(g)(B) of the Disclosure Schedule. Buyer acknowledges and agrees that, in the event that Buyer does not, for any reason, offer employment to any of the individuals persons listed on Schedule 1.1(ain Section 6(g)(A) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as Section 6(g)(B) of the date Disclosure Schedule, Seller may, but shall not be required to, retain any of this such persons as employees of Seller and utilize any of such persons to provide services to Buyer pursuant to the Transition Services Agreement, including, without limitation, services set forth on Exhibit A thereto, in which event Buyer shall pay to Seller the consideration provided for in, and Seller in the manner provided in, Section 4.1 of the Transition Services Agreement, which consideration shall be in addition to the consideration specified in Exhibit A to the Transition Services Agreement and shall cause its Affiliates be calculated taking into account stay bonuses or other incentives, if any, paid or provided by Seller to reasonably cooperate with Purchaser any or all of such persons so retained. Seller agrees that any such stay bonuses or other incentives, if any, will be calculated and determined in its efforts to secure satisfactory employment arrangements a manner consistent with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior manner in which stay bonuses currently set forth on Exhibit A to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Transition Services Agreement were determined.

Employee Matters. (a) Within a reasonable period After the end of time (but not less than fourteen (14) days) prior to the Closing DateInspection Period, Purchaser shall offer employment may conduct private interviews with Purchaser the individuals who are employed on site by Seller, any affiliates of Seller or one of its Affiliates to each Business Employee on terms and conditions that satisfy any property manager in connection with the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any operation of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than Property (the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business “Property Employees”); provided, however, that any such restrictions interviews shall not apply unreasonably disrupt or disturb (A) the on-going operation of the Property, (B) any services to the Property, or (C) the quiet possession of any tenants under the Leases. Purchaser may consider directly and/or indirectly making, but shall not be obligated to make, offers of employment to any Business Employee who either (i) is terminated of the Property Employees, such offers to be effective as of and contingent upon the Closing and on such terms and conditions as may be determined by Purchaser in its sole discretion. As between Purchaser and Seller, (A) all amounts and benefits payable to the Property Employees providing services to the Property (including any accrued or vested benefits) prior to the expiration Closing Date will not be prorated between the parties and shall remain the sole responsibility of Seller, and (B) if and to the extent that Purchaser directly and/or indirectly hires any such six month-period Property Employees, Purchaser will be responsible for any amounts and benefits earned by such employees on and after the Closing Date. If and to the extent that Purchaser or (ii) does not accept its affiliate directly and/or indirectly makes an offer to hire any such Property Employees (each, a “Purchaser Employee”) and the Purchaser Employee accepts such employment, then for a period beginning upon each such Purchaser Employee’s acceptance of employment with Purchaser’s affiliate and continuing until ninety (90) days following the Closing, neither Seller, nor its affiliated property manager nor any of their respective affiliates shall solicit or persuade, or attempt to solicit or persuade, any such Purchaser Employee to terminate or modify his or her employment relationship, whether or not pursuant to a written agreement, with Purchaser, Purchaser’s management company or their respective affiliates unless such employee first independently declines in writing the offer from Purchaser that or its affiliate or is conditioned upon such Business Employee relocating more than twenty-five (25) miles first terminated from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of with Purchaser or one its affiliate. The terms of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “this Section 5.8 shall survive Closing.

Employee Matters. (a) Within Purchaser shall make an offer of employment commencing as of the Closing Date to each Employee of Sellers (other than those Employees set forth on Schedule 7.1(a)(i)) who is employed in connection with the Business (including any such employee who is absent due to vacation, holiday, illness, leave of absence or disability) (each a reasonable period of time “Business Employee”) (but not less than fourteen (14i) days) in the same or substantially similar job or position and location as in effect immediately prior to the Closing Date, Purchaser shall offer employment (ii) at a salary or wage level and bonus opportunity reasonably comparable to the salary or wage level and bonus opportunity to which they were entitled immediately prior to the Closing Date and (iii) with Purchaser or one of its Affiliates to each Business Employee on benefits and other terms and conditions of employment that satisfy are reasonably comparable to the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment benefits and other terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. received by comparable employees of Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign (excluding any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six monthequity-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationbased compensation plans). Each such Business Employee who accepts such an offer of employment and signs a restrictive covenant agreement in substantially the form heretofore provided to Sellers by Purchaser shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee.” If any Transferred Employee is subsequently terminated by Purchaser within the six (6) month period after the Closing Date, then 42 Purchaser shall make severance payments to such Transferred Employee in an amount that is not less than the amount of severance that such Transferred Employee would have been entitled to receive from Sellers (if such Transferred Employee had been terminated by Sellers as of the Closing Date); provided, however, that with respect to each Business Employee set forth on a United States payroll or a Schedule 7.1(a)(ii) (the “Specified Employees”), the Sellers shall remain liable (and the Purchaser shall not be liable) for the severance obligations owed to such Specified Employees in the event that the Purchaser terminates any of such Specified Employees within sixty (60) days of the Closing Date.

Employee Matters. (a) Within a reasonable period The parties hereto intend that there shall be continuity of time (but not less than fourteen (14) days) prior employment with respect to all of the employees of the Business. Purchaser shall offer employment, commencing on the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals employees listed on Schedule 1.1(a) to 9.01(a), including those on vacation, leave of absence, disability or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreementlayoff, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with who were employed by the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser immediately prior to Closing (the expiration of "Offered Employees"), on the same terms (including salary, fringe benefits, job responsibility and location as described on Schedule 9.01(a)) as those provided to such six month-period or (ii) does not employees by the Sellers immediately prior to Closing. Those persons who accept an Purchaser's offer of employment from and commence working with Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is shall hereafter be referred to as "Transferred Employees." Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Sellers or the Business to terminate the employment of any employee of the Business, and neither any Seller nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business becomes entitled under any benefit or severance policy, plan, agreement, arrangement or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a “Domestic result of, or in connection with, the sale of the Business hereunder. Purchaser shall (i) assume any and all liabilities and obligations of Sellers and its affiliates under any employment agreements (the "Employment Agreements") between Sellers or any of their affiliates and any of the Offered Employees, except those liabilities and obligations arising out of any defaults by Sellers under such Employment Agreements and (ii) indemnify Sellers for any and all liabilities and obligations relating to the Employment Agreements, except those liabilities and obligations arising out of any defaults by Sellers under such Employment Agreements. Each Transferred Employee” if on a United States payroll or a “Employees shall continue to participate in all of the benefit plans, programs and policies under the Health Plan.

Employee Matters. (a) Within a reasonable period Immediately following execution of time (but not less than fourteen (14) days) prior this Agreement, Trican Parent and Seller Companies shall, subject to the Closing Daterestrictions in Section 6.3, Purchaser shall offer provide Buyer Companies access to the Business Employees for the purposes of discussing employment with Purchaser Buyer or one of its Affiliates. Buyer shall, or Xxxxx Parent shall cause Buyer or one of its Affiliates to, promptly engage in such discussions and make written offers of employment as promptly as practicable after the date hereof and in all cases no later than 45 days after the date of this Agreement with such offers to each be effective concurrently with the time of Closing, but subject to the Closing having occurred. Buyer shall designate in writing the Business Employee on terms Employees to whom Buyer or one of its Affiliates will make an offer of employment to Trican Parent as promptly as practicable after the date hereof and conditions in all cases no later than 45 days after the date of this Agreement (the “Designated Employees”). Such offers of employment to the Designated Employees shall be made in a manner that satisfy complies with applicable Law (including anti-discrimination Laws) and shall include offers of compensation and employee benefits that are comparable to the requirements compensation and employee benefits provided to similarly situated employees of Section 5.5the Buyer Companies. Purchaser Designated Employees who accept such offer of employment, as of the effective date of their employment with Buyer or one of its Affiliates, at shall be referred to as the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions “Transferred Employees”. Subject to the Business Employeesconsummation of the Transaction, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either is not a Designated Employee and whose employment is involuntarily terminated in connection with the Transaction (i) is terminated by Purchaser prior to “Excluded Employees”), Xxxxx Parent shall, or shall cause Buyer to, following receipt of a written claim from Trican Parent, promptly reimburse Trican Parent, on behalf of the expiration of such six month-period or Seller Companies, for the following (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Termination Obligations”):

Employee Matters. (a) Within From and after the Closing Date, Parent shall honor all Employee Benefit Plans and Employment Agreements in accordance with their terms as in effect immediately before the Closing Date, unless such plans, agreements or arrangements were adopted, entered into or amended in violation of Section 6.4. For a reasonable period of time one (but 1) year following the Closing Date, Parent shall provide, or to cause to be provided, to each current and former employee of the Company and its Subsidiaries (the “Company Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Company Employee under the applicable Employee Benefit Plan immediately before the Closing Date; provided that, except as may be required under any Employee Benefit Plan or Employment Agreement, such compensation and benefits shall not be more favorable than those provided to similarly situated employees of Parent; provided further, that, neither Parent nor any of its Subsidiaries shall have any obligation under this Section 6.14(a) to issue, or adopt any plans or arrangements providing for either (i) the issuance of, shares of share capital, warrants, options, stock appreciation rights or other rights in respect of any shares of share capital of any entity, including Quiver Inc., or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements (collectively, “Equity Plans”), or (ii) amounts payable pursuant to any compensatory plan or arrangement established or maintained by any entity other than the Company and its Subsidiaries, including Quiver Inc.; provided, further, that no such Equity Plans or compensatory plans or arrangements. shall be taken into account in determining whether employee benefits are no less than fourteen favorable in the aggregate. For a period of one (141) days) year following the Closing Date, Parent shall provide, or to cause to be provided, to each Company Employee who suffers a termination of employment severance benefits in accordance with the applicable severance plans, programs, agreements and arrangements of the Company or its Subsidiaries, as applicable, as in effect immediately prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior Prior to the Closing Date, Purchaser Xxxxxx'x shall extend offers of employment to all Property Employees. All Property Employees who accept Xxxxxx'x offer of employment shall commence employment with Purchaser or one Xxxxxx'x effective as of its Affiliates the Closing Date and are hereinafter referred to each Business Employee on terms and conditions that satisfy as the requirements "Transferred Employees." Coast shall terminate the employment of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Property Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating other than the offers to the Business Reserved Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not totransfer the Reserved Employees, solicit, transfer, hire, or reassign any of immediately prior to the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall Closing and shall cause its Affiliates to reasonably cooperate with Purchaser and use its commercially reasonable efforts to assist Xxxxxx'x in its efforts to secure satisfactory employment arrangements with the Business Transferred Employees; provided, howeverincluding, without limitation, opportunities to address employees and discuss such arrangements (to the extent permitted by Law). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, for a period of at least one (1) year immediately following the Closing Date (or such lesser time as a Transferred Employee shall be employed), Xxxxxx'x shall provide the Transferred Employees who are employed at the Barbary Coast during such period with base compensation, bonus opportunity and annual and long-term incentive compensation that such restrictions shall not apply to any Business Employee who either (i) is terminated are in the aggregate no less favorable than those which the Transferred Employees were provided by Purchaser Coast or its Affiliates immediately prior to the expiration Closing. In addition, if, during such one (1) year period (or such lesser time as a Transferred Employee shall be employed) any Transferred Employee is employed by Xxxxxx'x or a Xxxxxx'x Affiliate, but not at the Barbary Coast, Xxxxxx'x shall ensure that, during such period, the Transferred Employee is provided with compensation and benefits that are comparable to those provided to similarly- situated employees of such six month-Xxxxxx'x (or its applicable Affiliate). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, for a period or of at least one (ii1) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on year immediately following the Closing Date and is referred to (or such lesser time as a “Domestic Transferred Employee” if on Employee shall be employed), Xxxxxx'x shall, pursuant to plans and arrangements established or maintained by Xxxxxx'x (the "Xxxxxx'x Benefit Plans"), provide the Transferred Employees who are employed at the Barbary Coast during such period with pension, health and welfare benefits which are no less favorable than those which the Transferred Employees were provided under the Coast Benefit Plans immediately prior to the Closing or which Coast provides to its comparably situated employees. In addition, if, during such one (1) year period (or such lesser time as a United States payroll Transferred Employee shall be employed) any Transferred Employee is employed by Xxxxxx'x or a “Xxxxxx'x Affiliate, but not at the Barbary Coast, Xxxxxx'x shall ensure that, during such period, the Transferred Employee is provided with pension, health and welfare benefits that are comparable to those provided to similarly- situated employees of Xxxxxx'x (or its applicable Affiliate). Xxxxxx'x shall cause the Xxxxxx'x Benefit Plans to treat employment with any of Coast or its Affiliates prior to the Closing the same as employment with any of Xxxxxx'x and its Affiliates from and after the Closing Date for purposes of eligibility and vesting, but not for benefit accrual, under the Xxxxxx'x Benefit Plans. Effective immediately after the Closing, Xxxxxx'x shall cause the Transferred Employees to be covered by one or more medical benefit plans ("Xxxxxx'x Medical Plans"). Xxxxxx'x Medical Plans shall not contain any "pre-existing conditions" exclusions or limitations or "actively at work" requirements which would cause any of the Transferred Employees or their dependents to be excluded from Xxxxxx'x Medical Plans immediately after the Closing to the extent they were not excluded by Coast's medical benefit plans. The parties shall work together in determining the credit for year to date out of pocket expenses incurred by the Transferred Employees prior to the Closing Date. Effective as of the Closing Date, Xxxxxx'x shall establish or designate a defined contribution retirement plan which is qualified or eligible for qualification under Section 401(a) of the Code ("Xxxxxx'x 401(k) Plan") and which is substantially similar to the Coast 401(k) plan ("Coast's 401(k) Plan"). Subject to the terms and conditions of any applicable collective bargaining agreement which is currently in effect or which may be in effect at any time in the future, each Transferred Employee who satisfies the eligibility requirements of Coast's 401(k) Plan shall become eligible to participate in Xxxxxx'x 401(k) Plan on the date such Transferred Employee becomes and employee of Xxxxxx'x and shall be credited with eligibility service and vesting service for all periods of service with Coast or any other entity if so credited with such service under Coast's 401(k)

Employee Matters. (a) Within For a reasonable period of time (but not less than fourteen (14) days) prior to one year following the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, Surviving Corporation shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any individuals who are employees of the individuals listed Company and the Subsidiaries on Schedule 1.1(a) to or for the Closing Date (an employment or consulting position at Seller or its Affiliates "Employee"), while employed by the Company and the Subsidiaries, with employee benefits, base compensation and incentive compensation opportunities (other than equity based compensation, benefits and opportunities) which are substantially comparable in the position that aggregate to those provided to such individual holds Employees as of the date of this Agreement. Nothing contained in this Section 5.08 shall be deemed to grant any such Employee any right to continued employment after the Closing Date. Each such Employee shall receive credit for purposes of eligibility and vesting (but not for the purposes of determining the amount of any benefits with respect to any employee benefit plan established after the Closing Date) under any employee benefit plan, and Seller shall and shall cause program or arrangement established or maintained by the Surviving Corporation or its Affiliates subsidiaries under which each Employee may be eligible to reasonably cooperate with Purchaser in its efforts participate on or after the Closing Date to secure satisfactory employment arrangements with the Business Employeessame extent recognized by the Company or any of the Subsidiaries under comparable plans immediately prior to the Closing Date; provided, however, that such restrictions crediting of service shall not apply operate to duplicate any Business Employee who either (i) is terminated benefit or the funding of any benefit. Any preexisting condition clause in a medical, dental or disability plan established or maintained by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on Surviving Corporation after the Closing Date and is referred (each a "Surviving Corporation Welfare Benefit Plan") shall be waived, to the extent it would have been waived under the corresponding Employee Plan for the Employees (other than pre-existing conditions that are already in effect with respect to the Employees, to the extent permitted by Law). Subject to the preceding sentence, nothing in this Agreement shall be interpreted as a “Domestic Transferred Employee” if limiting the power of the Surviving Corporation to amend or terminate any particular Surviving Corporation Welfare Benefit Plan or any other particular employee benefit plan, program, agreement or policy, or as requiring the Surviving Corporation to offer to continue the employment of any employee of the Company or its Subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Employee Plan; provided, however, that the Surviving Corporation shall comply with all Contracts with employees of the Company disclosed on a United States payroll or a “the Company Disclosure Schedule pursuant to Section 3.18(b) hereof.

Employee Matters. From the Closing Date until the first anniversary of the Closing (athe “Benefits Continuation Period”), Buyer shall provide, or shall cause any of its Subsidiaries to provide, for each employee of the Company Group who continues as an employee of Buyer or any of its Subsidiaries during the Benefits Continuation Period (collectively, the “Continuing Employees”), (i) Within a reasonable period of time (but not base salary or base compensation, as applicable, that is no less than fourteen (14) days) the base salary or base compensation, as applicable, provided to that Continuing Employee by the Company Group immediately prior to the Closing DateClosing, Purchaser shall offer (ii) retirement, health and welfare benefits that are no less favorable, in the aggregate, than (A) the retirement, health and welfare benefits that are provided to each such Continuing Employee by the Company Group immediately prior to the Closing, (iii) severance payments and benefits to each Continuing Employee whose employment with Purchaser is terminated by Buyer or one any of its Affiliates Subsidiaries other than for cause during the Benefits Continuation Period that are no less favorable, in the aggregate, than the severance payments and benefits that are provided to each Business Employee on terms and conditions that satisfy the requirements similarly situated employees of Section 5.5. Purchaser or one of its Affiliates, Buyer at the time it extends of such employment offers, shall provide appropriate information regarding employment terms termination and conditions (iv) to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller extent a Continuing Employee had accrued but unused holidays immediately prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller such accrued but unused holidays shall notbe available to such Continuing Employee following the Closing or, to the extent allowed under Applicable Law, Buyer shall make a payment in cash to such Continuing Employee (subject to tax withholding) in respect of such accrued but unused holidays. The provisions of this Section 8.5 are solely for the benefit of the Company and Buyer, and shall cause its Affiliates not (x) no provision of this Section 8.5 or otherwise in this Agreement is intended to, solicitor shall, transfer, hireconfer upon any employee any right to continued employment for any period or continued receipt of any specific employee benefit, or reassign alter or limit Buyer’s or the Company’s or their Affiliates’ ability to amend, modify or terminate any of the individuals listed on Schedule 1.1(aparticular benefit plan, program, agreement or arrangement and (y) to no current or former employee or any other individual associated therewith shall be regarded for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds any purpose as of the date a third-party beneficiary of this Section 8.5 or have the right to enforce the provisions hereof, including any signatory to this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser Buyer or one of its Affiliates shall make an offer of employment, to be effective as of the Closing, to each Business Employee of the employees of the Business. Buyer shall update such list and provide it to Seller at least ten (10) days before the Closing Date. Seller has disclosed all Transferred Employees’ current base salary except where such disclosure is prohibited by applicable law and Buyer shall use commercially reasonable efforts to make such offers within three (3) days following the date of this Agreement. Such offers of employment shall be on terms that are substantially comparable in the aggregate (except where required by law or the Transferred Employee’s employment agreement to be no less favorable to such individual in the aggregate then in such cases such offers shall be on terms that are no less favorable to such individual in the aggregate) (including salary) to those in effect as of the date hereof (other than stock-based awards) and conditions that satisfy shall require such individuals to acknowledge in writing their resignation from the requirements of Section 5.5. Purchaser appropriate Seller Entity, as the case may be, prior to such employment with the Buyer or one of its Affiliates. Buyer or one of its Affiliates shall be permitted, at such times and locations as the time it extends Seller and the Foreign Sellers shall reasonably permit, to contact the Transferred Employees to determine the desire of such individuals to enter the employ of Buyer or one of its Affiliates. The individuals who accept such offers of employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause Buyer or one of its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or and commence working for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser Buyer or one of its Affiliates on the Closing Date and is shall be referred to herein as a the “Domestic Transferred EmployeeEmployees.” if To the extent permitted by applicable law, the Seller or the Foreign Sellers, as the case may be, shall deliver to Buyer or one of its Affiliates following the Closing Date copies of all personnel files relating to the Transferred Employees. Buyer shall assume and agree to perform, or cause CodeGear to perform, in accordance with their terms, the Seller Plans set forth on a United States payroll or a “Section 5.6 of the Seller Disclosure Schedule.

Employee Matters. (a) Within From and after the date of this Agreement, the Sellers shall afford the Buyer a reasonable period opportunity to contact and meet with or otherwise communicate with Business Employees in connection with prospective employment by the Buyer (provided, that (i) the Buyer and the Seller Parent shall discuss, cooperate and mutually agree with respect to any such communications (including with respect to the timing, method and scope thereof) and (ii) any such communications shall be conducted at the Buyer’s expense (excluding costs of any Seller’s involvement with such communications), during normal business hours, under the supervision of the applicable Seller and in such a manner as not unreasonably to interfere with the normal operations of the Business, and shall be subject to any limitations resulting from any Public Health Measures), and no Seller will attempt to retain in any Seller’s employ any such Business Employee whom the Buyer desires to hire, or to otherwise adversely interfere with the Buyer’s discussions with such Business Employees. Effective as of the Closing Date, and except as to the Business Employees identified in Section 5.5(a) of the Disclosure Schedules, the Buyer shall offer employment to the Business Employees, with the terms and conditions as specified in this Section 5.5. Business Employees who accept such offers of employment from the Buyer, and who satisfy the Buyer’s customary pre-employment/post-offer procedures, qualifications and conditions, including any applicable drug screening, background checks, employment authorization verification permitted by applicable Law, and execution of any required documents, and who commence employment with the Buyer, are referred to herein as “Transferred Employees.” Such employment by the Buyer of any Business Employee who is actively working and not on an approved leave of absence (including long-term or short-term disability leave, military leave or family medical leave) as of the Closing Date (each, an “Active Employee”) shall commence effective as of the Closing Date, and shall be deemed to have occurred with no interruption or 41 break in service except as provided in this Section 5.5. No later than 20 Business Days after the date of this Agreement and again no later than 10 Business Days before the Closing Date, the Seller Parent shall provide to the Buyer (x) true, correct and complete listing of all Business Employees (other than Business Employees identified in Section 5.5(a) of the Disclosure Schedules) as of such date that includes for each such Business Employee: name, Social Security Number, date of hire, date of birth, job title, job location (including city and state), years of service, current and prior calendar year salary or wages, amount and type of all bonus or incentive compensation (including commissions) paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, and each Business Employee’s current status (but as to leave or disability status and full time or part time, exempt or nonexempt and temporary or permanent status), if applicable, if the Business Employee is subject to the Fresno Labor Agreement or the Suffolk Labor Agreement, if applicable, any employee on a paid or unpaid furlough or temporary layoff since January 1, 2021, and the corresponding anticipated return-to-work date, if applicable, any employee on a non-immigrant visa, including the category of visa and the expiration date of the visa, and, if applicable, any employee on an international assignment to a county other than their base employment location, and retirement plan participation, and (y) a schedule identifying each Business Employee (other than Business Employees identified in Section 5.5(a) of the Disclosure Schedules) who the Sellers expect to not less than fourteen be an Active Employee as of the Closing Date (14each such identified Business Employee, and any other Business Employee who is in fact not an Active Employee as of the Closing Date, an “Inactive Employee”), and the Buyer shall offer employment to each such Inactive Employee to commence effective as of the date such Inactive Employee presents themselves to the Buyer for active employment following the Closing Date to the same extent the Buyer would be required to reemploy such Inactive Employee in accordance with its policies as in effect on the Closing Date or under applicable Law or any applicable Labor Agreement, provided that such return to work occurs within six (6) days) months following the Closing Date. Sellers shall terminate the employment of each Active Employee who becomes a Transferred Employee effective as of immediately prior to the Closing Date, Purchaser and Sellers shall offer terminate the employment of each Inactive Employee who becomes a Transferred Employee effective as of immediately prior to such Inactive Employee’s first day of employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Buyer.

Employee Matters. (a) Within With respect to any Employee of an Acquired Company who remains employed by Buyer or a reasonable Subsidiary thereof (including any Acquired Company) following the Closing (each, a “Continuing Employee”) for a period of time (but not less than fourteen one year following the Closing Date or, if earlier, termination of employment of a given Continuing Employee for any reason, Buyer shall, or shall cause the Acquired Companies to maintain for each of the Continuing Employees (14i) daysat least the same base salary or wage rate and annual cash incentive opportunities as those provided to such Continuing Employee immediately prior to the Closing Date and (ii) employee benefits that are no less favorable in the aggregate to the employee benefits provided to such Continuing Employee immediately prior to the Closing Date, Purchaser . No provision of this Agreement shall offer be construed as a guarantee of continued employment with Purchaser or one other service of its Affiliates any Continuing Employee and this Agreement shall not be construed so as to each Business Employee on terms and conditions that satisfy prohibit any Acquired Company from having the requirements right to terminate the employment or other service of Section 5.5any Continuing Employee. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions Notwithstanding anything to the Business Employeescontrary herein, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers any employee of any Acquired Company as of immediately prior to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, if any portion of the Accrued 2021 Bonus Amount attributable to such employee is included in the calculation of the Closing Indebtedness Amount as finally determined pursuant to Section 2.12 and shall cause its Affiliates not to, solicit, transfer, hire, such employee is terminated after the Closing by Buyer or reassign any of the individuals listed on Schedule 1.1(aits Subsidiaries or Affiliates (including any Acquired Company) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall without cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration payment by Buyer or any of its Subsidiaries or Affiliates (including any Acquired Company) to such employee of such six month-period portion of the Accrued 2021 Bonus Amount, then Buyer shall pay, or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one cause any of its Affiliates on Subsidiaries (including any Acquired Company) to pay to such employee an amount equal to such portion of the Closing Date and is referred Accrued 2021 Bonus Amount applicable to as a “Domestic Transferred Employee” if on a United States payroll such employee (in addition to any other amounts owed or a “otherwise payable to such employee in connection with such termination). No provision of this Section 7.22 shall be construed to grant any third party beneficiary any rights under this Agreement to any Person.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior Prior to the Closing DateClosing, Purchaser Buyer shall offer (i) make offers of employment with Purchaser or one of its Affiliates on an at-will basis to each Business Employee employed in the United States who is not a Group Company Employee (including those on terms and conditions that satisfy short term disability or who are not actively at work but have a right to return to employment with the requirements of Section 5.5. Purchaser Company or one of its Affiliates), with such offers to be effective as of the Closing (or upon the employee's return to work if he is not actively at work at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after of the Closing), Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, (ii) continue to employ (where employment continues automatically by operation of Law or reassign any where employer substitution or similar transfer method is possible under applicable Law) each Business Employee employed outside of the individuals listed United States who is not a Group Company Employee (including those on Schedule 1.1(a) short term disability or who are not actively at work but have a right to return to employment with the Company or for an employment or consulting position at Seller or one of its Affiliates other than the position that such individual holds Affiliates), effective as of the date Closing Date (or upon the employee's return to work if he is not actively at work at the time of this Agreementthe Closing), and Seller shall and shall cause its Affiliates (iii) make offers of employment to reasonably cooperate with Purchaser in its efforts (where employment does not continue automatically by operation of law or where employer substitution or similar transfer method is not possible under applicable Law) each Business Employee employed outside of the United States who is not a Group Company Employee (including those on short term disability or who are not actively at work but have a right to secure satisfactory return to employment arrangements with the Business EmployeesCompany or one of its Affiliates), with such offers to be effective as of the Closing (or upon the employee's return to work if he is not actively at work at the time of the Closing) (each offer described in (i) and (iii), an “Employment Offer”); provided, however, that such restrictions Buyer shall not apply in no event be obligated to make an Employment Offer to any Business Employee who either (i) is terminated by Purchaser on long-term disability leave as of immediately prior to the expiration of such six month-period or (ii) does Closing if they do not accept an offer of have a right to return to employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser with the Company or one of its Affiliates on Affiliates. Each Employment Offer shall be (i) at a compensation level (other than equity compensation) and with employee benefits that are substantially comparable, in the Closing Date aggregate, to the compensation (other than equity compensation) and is referred employee benefits as were paid or provided to as a “Domestic Transferred Employee” if on a United States payroll or a “such Business Employee immediately prior to Closing, and (ii) made in accordance with applicable Law. For the avoidance of doubt, Buyer shall not be required to assume any equity compensation plan (including any long-term incentive plan) in which any Business Employee participates.

Employee Matters. (a) Within As of the Applicable Closing Date, the KO Buyers shall offer employment to (in the case of Persons who are not employees of the Plants), or continue to employ (in the case of Persons who are employees of the Plants), each full and part-time regular employee who is employed by the relevant Purchased Business immediately prior to such Applicable Closing Date. For a reasonable twelve month period following the Applicable Closing Date those individuals who are on an authorized leave of time (but not less than fourteen (14absence, short- or long-term disability leave, workers' compensation leave or vacation leave and any employee of the Purchased Businesses who is on secondment to another entity as of the Applicable Closing Date will be offered employment when they are available and ready to perform the duties of a regular employee so long as such employee(s) days) are ready to perform such duties within said twelve month period. The foregoing sentences expressly exclude those individuals that have been agreed upon in good faith by the parties hereto on or prior to the Closing Datethirtieth day following the date hereof in a manner consistent with the discussions between the parties on this matter through the date hereof and such employees shall be retained by CS. Notwithstanding the foregoing, Purchaser it is expressly acknowledged by the parties hereto that CS or its Affiliates shall offer be permitted to retain the employment with Purchaser of any individual who, pursuant to CS's then existing internal job filling procedures, on his own and without solicitation by CS or one any of its Affiliates to each Business Employee on terms and conditions that satisfy successfully applies for another position within the requirements CS affiliated group outside of Section 5.5the Purchased Businesses. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions If pursuant to the Business Employeespreceding sentence, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to reasonable judgement of the Business Employees. During KO Buyers, key employees of that portion of the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause Purchased Businesses would remain employed by CS or its Affiliates or if in the reasonable judgement of KO there have been employee departures that exceed customary levels and that are not toconsistent with past practice, solicit, transfer, hire, or reassign KO and CS hereby expressly agree to discuss in good faith how best to address the implications of the foregoing and its impact on KO. Any employee who is employed by any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than KO Buyers after the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Applicable Closing Date and is shall be hereinafter referred to as a “Domestic "Transferred Employee” if on a United States payroll ." Nothing contained in this Section 5.06 shall be construed to prevent, limit or a “restrict in any way KO's right to terminate any Transferred Employee at any time following the Applicable Closing Date.

Employee Matters. (a) Within a reasonable period of time No later than thirty (but not less than fourteen (1430) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months days after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller Sellers shall and shall cause its Affiliates deliver to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with a list of the Business EmployeesEmployees as of such date and no later than twenty-one (21) days prior to the reasonably anticipated Closing Date, Sellers shall deliver to Purchaser an updated list of the Business Employees as of such date (which identifies the number of Business Employees on approved leave of absence), and thereafter and until the Closing Sellers shall promptly inform Purchaser of any changes thereto. The Business Employees shall be transferred from Sellers to Newco as of the Closing; provided, however, that such restrictions shall not apply to any Business Employee not actively at work at the Closing due to worker’s compensation or short-term or long-term disability or other approved leave of absence under Sellers’ applicable leave of absence policy (each, a “Leave Employee” and collectively, the “Leave Employees”) shall not become employed by Purchaser, Newco or their Affiliates as of the Closing, but shall become employed by Purchaser, Newco or their Affiliates upon the return of such Business Employee to active employment at the termination of such leave, but only if such Business Employee returns to active employment no later than the first anniversary of the Closing (and Sellers shall retain full liability and responsibility of such Business Employees until they are transferred to Purchaser, Newco or their Affiliates in accordance with this Section 5.6(a)). From the Closing through the first anniversary of the Closing, Purchaser shall provide to each Business Employee who either is employed with Purchaser or any of its Subsidiaries as of the Closing (ieach, a “Transferred Employee” and collectively, the “Transferred Employees”), provided that a Leave Employee shall not be treated as a Transferred Employee until the expiration of the Leave Employee’s period of absence and unless such Leave Employee thereupon becomes employed by Newco no later than the first anniversary of the Closing, annual compensation and benefits (other than equity compensation and benefits) is terminated by Purchaser that are no less favorable in the aggregate than the compensation and benefits provided immediately prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationClosing. Each Business Notwithstanding the foregoing, with respect to any Transferred Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on becomes subject to a collective bargaining agreement after the Closing Date Date, all compensation and is referred benefits treatment afforded to as a “Domestic such Transferred Employee” if on a United States payroll or a “Employee by Newco shall be provided only in accordance with the applicable collective bargaining agreement.

Employee Matters. (a) Within Subject to the terms and conditions of the Assumed Collective Bargaining Agreements, and subject to satisfaction of CC Buyer’s standard employment qualifications, including verification of eligibility for employment, CC Buyer agrees to employ all of the Property Employees, except for the Reserved Employees, for a reasonable period of time (but not less than fourteen six (146) daysmonths following the Closing Date; provided, however, that CC Buyer shall be permitted to (i) terminate Property Employees for cause, and (ii) make headcount adjustments, as determined by its seasonal workforce needs, consistent with CCI’s past practice, but, in any event, CC Buyer will continue to employ at least the minimum number of Property Employees necessary to avoid creating any Liabilities under the WARN Act on the part of CCI and its Affiliates, including any Liabilities that could result from any aggregation of pre-closing and post-closing employment losses during a rolling 90-day period that separately did not trigger obligations under the WARN Act. Property Employees are not beneficiaries of this clause. To carry out the purposes of this Section 8.3(a), not less than ten (10) days prior to the Closing Date, Purchaser CC Buyer shall offer extend written offers of employment, on terms substantially similar to the terms of their current employment with Purchaser CCI, to all of the Property Employees employed by CCI as of such date, including individuals who are on any type of leave or one of its Affiliates to each Business Employee on terms and conditions that satisfy disability, other than the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Reserved Employees. During the period from the date hereof until the date that is six months after Property Employees shall be deemed to have accepted CC Buyer’s offer of employment by reporting for work at their normal work locations (i) for Property Employees who are actively employed as of the Closing, Seller shall notimmediately following the Closing, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does automatically for any Property Employee who is on any type of leave or disability as of the Closing Date and, in either case, who has not accept an rejected CC Buyer’s offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employeeemployment. CC Buyer’s current employment location. Each Business Employee who accepts such offer offers or notices of employment shall become (x) notify Property Employees of the methods of acceptance set forth in either Section 8.3(a)(i) or (ii), (y) inform Property Employees that such acceptance also constitutes consent for CCI to transfer to CC Buyer all of such Property Employee’s personnel information in CCI’s possession, to the extent transferrable; and (z) be submitted to CCI for review and approval before being delivered to the Property Employees (which approval shall not be unreasonably withheld, conditioned or delayed). Each Property Employee who so commences employment with CC Buyer or an employee Affiliate of Purchaser or one of its Affiliates on the Closing Date and is CC Buyer shall hereinafter be referred to as a “Domestic Transferred Employee” if on a United States payroll or a “.”

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior Prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Purchaser intends to make offers of employment to employees of Seller shall notlisted on Schedule 4.3, and shall cause its Affiliates but is not to, solicit, transfer, hire, or reassign obligated to hire any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as employees of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business EmployeesSeller; provided, however, that such restrictions offers may be contingent upon such Employees satisfying Purchaser’s hiring requirements with respect to compliance with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. With respect to each of the Employee Benefit Plans maintained by Purchaser or an Affiliate of Purchaser for the benefit of any Employee shown on Schedule 4.3, effective as of the Closing, Purchaser shall, or shall cause its Affiliate to, recognize all service of the Employees with Seller, as if such service were with Purchaser, for vesting and eligibility (but not for accrual) purposes; provided, however, such service shall not apply be recognized to any Business Employee who either the extent that (i) is terminated by Purchaser prior to the expiration such recognition would result in a duplication of such six month-period benefits or (ii) does such service was not accept recognized under the corresponding Employee Benefit Plan of Seller. Seller will use reasonable efforts to encourage each employee to whom an offer of employment from is made by Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts to accept such offer of employment. Prior to Closing, Purchaser will provide Seller with a list of employees to whom Purchaser has made an offer of employment shall that has been accepted (“Hired Employees”). The Hired Employees will become employees of Purchaser commencing (i) in the case of an employee of Purchaser or one of its Affiliates who is actively at work on the Closing Date Date, upon the Closing Date, and (ii) in the case of an employee who is referred on approved leave on the Closing Date, upon such employee reporting to his or her assigned work location and the inception of rendering services for compensation immediately at the end of the approved leave, and Seller will terminate the employment of all the Hired Employees on the Closing Date. It is understood and agreed that (x) Purchaser’s expressed intention to extend offers of employment as set forth in this Section 4.3 shall not constitute any commitment, Contract, or understanding (expressed or implied) on the part of Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (y) employment offered by Purchaser is “Domestic Transferred Employeeat will” if on a United States payroll and may be terminated by Purchaser or a “by an employee at any time for any reason (subject in each case to any written commitments to the contrary made by Xxxxxxxxx and to any Laws). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaser to terminate, reassign, promote or demote any of the Hired Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment of such Hired Employees.

Employee Matters. (a) Within Subject to the terms of any applicable collective bargaining agreement, for a reasonable period of time (but not less than fourteen one (141) daysyear following the Effective Time, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) immediately prior to the Closing Date, Purchaser shall offer employment Effective Time (the "Affected Employees") with Purchaser or one of its Affiliates to each Business Employee on terms compensation and conditions that satisfy benefits which are substantially comparable in the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions aggregate to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior compensation and benefits provided to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds Affected Employees as of the date of this Agreement; provided that neither Buyer nor the Surviving Corporation shall have any obligation to issue, and Seller shall and shall cause its Affiliates or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employeesany such plans or arrangements; provided, howeverfurther, that no plans or arrangements of the Company or any of the Subsidiaries providing for such restrictions issuance shall not apply be taken into account in determining whether employee benefits are substantially comparable in the aggregate. With respect to each employee benefit plan, program or policy of the Surviving Corporation or Buyer or any Business of its affiliates, each Affected Employee who either (i) is terminated by Purchaser shall be given credit under such plan for all service with the Company or any Subsidiary prior to the expiration Effective Time for all purposes under such plan. Such prior service shall also apply for purposes of such six month-period satisfying any waiting periods, evidence of insurability requirements or (ii) does not accept an offer the application of any preexisting condition limitations. Subject to the terms and conditions of this Agreement, with respect to any severance protection agreement or arrangement, or employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become letter or agreement, providing for compensation or benefits to an employee of Purchaser or one the Company after termination of its Affiliates on employment, the Closing Date Surviving Corporation shall confirm in writing that it shall pay and is referred perform all of the obligations of the Company pursuant to as a “Domestic Transferred Employee” if on a United States payroll or a “such agreements and arrangements.

Employee Matters. (a) Within a reasonable Unless otherwise agreed between Provident and the Continuing Employee (as defined below), Provident, as the Surviving Corporation, shall provide the employees of Lakeland and its Subsidiaries as of the Effective Time (the “Continuing Employees”), during the period commencing at the Effective Time and ending on the first anniversary thereof (the “Continuation Period”), for so long as such Continuing Employees are employed with the Surviving Corporation following the Effective Time, with the following: (i) except as set forth in Section 6.7(a) of time the Lakeland Disclosure Schedule, (but not x) each such Continuing Employee’s annual base salary or wages, as applicable, that is no less than fourteen (14) days) that provided to such Continuing Employee as of immediately prior to the Closing Dateand (y) cash incentive opportunities that are, Purchaser shall offer employment when aggregated together with Purchaser such Continuing Employee’s annual base salary or one of its Affiliates to each Business Employee on terms and conditions that satisfy wages, as applicable, substantially comparable in the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions aggregate to the Business Employeesaggregate base salary or wages, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller as applicable, and cash compensation opportunities provided to such Continuing Employee as of immediately prior to extending employment offers the Closing; and (ii) (x) all employee statutory entitlements; and (y) all employee benefits (other than severance which will be provided as set forth in the last sentence of this Section 6.7(a)) and other compensation (including long-term incentive compensation opportunities) that are substantially comparable in the aggregate to those provided to similarly situated employees of Provident and its Subsidiaries; provided, that, Continuing Employees shall not be eligible to participate in the Provident ESOP; and provided, further, that, with respect to communicating clause (ii), until such time as Provident fully integrates the offers Continuing Employees into its plans, participation in the Lakeland Benefit Plans (other than severance) shall be deemed to satisfy the Business Employeesforegoing standards, it being understood that the Continuing Employees may commence participating in the plans of Provident and its Subsidiaries on different dates following the Effective Time with respect to different plans. During the period from the date hereof until the date that Continuation Period, each Continuing Employee who is six months after the Closing, Seller not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any be provided severance benefits set forth in Section 6.7(a) of the individuals listed on Schedule 1.1(aLakeland Disclosure Schedule, subject to such employee’s execution (and non-revocation) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date a release of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior claims. Prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment Effective Time, Provident and Lakeland shall become an employee of Purchaser or one of its Affiliates on cooperate in reviewing, evaluating and analyzing the Closing Date Provident Benefit Plans and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Lakeland Benefit Plans.

Employee Matters. (a) Within a reasonable period Offers of time Employment. Schedule 5.4(a) sets forth the Employees (but not less than fourteen (14) days) prior the “Potential Employees”). Buyer shall make formal offers of employment to the Potential Employees no later than the date next-following the Closing Date (the “Offer Date”), Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof remain open until the date that is six months after the Closingclose of business, Seller shall notDallas, and shall cause its Affiliates not toTX local time, soliciton Monday, transferJanuary 26, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location2015. Each Business Employee who accepts such offer of employment shall become provide for employment (i) at a base salary or wage rate that is no less than the base salary or wage rate, as applicable, provided to such Potential Employee immediately prior to the Closing as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room, (ii) at an employee annual cash bonus incentive opportunity that is no less favorable than that provided to such Potential Employee by Sellers for calendar year 2014 as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room and (iii) in a position reasonably commensurate with such Potential Employee’s skill set as determined by Buyer in good faith. The Sellers shall cooperate with and use their commercially reasonable efforts to make such Potential Employees accessible to Buyer. With respect to each Employee that accepts an offer of Purchaser employment with Buyer or one its Affiliates, whether upon or following the Closing, the Sellers shall terminate for all purposes (including under all Seller Plans) the employment of each such Employee, effective (i) immediately prior to the Closing for those Employees who commence employment with Buyer or its Affiliates on at Closing, and (ii) immediately prior to commencing employment with Buyer or its Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each Employee who so commences employment with Buyer or an Affiliate thereof, whether upon or following the Closing Date and is Closing, shall hereinafter be referred to as a “Domestic Transferred Employee” if on a United States payroll or a “as of the Closing.

Employee Matters. (a) Within a reasonable period Effective as of time the Closing Date, Buyer shall (but or shall cause one of its Affiliates to), as the case may be, (x) employ each Seller Business Employee whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law on terms and conditions that comply in all material respects with Applicable Law, or (y) not less later than fourteen (14) days) seven days prior to the Closing Date, Purchaser shall make an offer of employment to each Seller Business Employee whose employment does not continue with Buyer or any of its Affiliates by operation of Applicable Law (other than any such employee who is then on long-term disability, unless under Applicable Law such offer is required to be made to such employee at such time), in each case, such offer to be contingent on, and effective as of, the Closing. If a Seller Business Employee to whom Buyer did not offer employment under the foregoing clause (y) solely due to such employee’s being on long-term disability returns to active service with Purchaser Seller or one of its Affiliates within six months following the Closing Date (or such later date as is required by Applicable Law), Buyer shall (or shall cause one of its Affiliates to) make an offer of employment to each such Seller Business Employee on terms not later than the later of seven days prior to the date that such employee is scheduled to return to active service with Seller or one of its Affiliates or seven days following the date Seller notifies Buyer of such scheduled return to active service, provided that Seller shall notify Buyer as soon as practicable prior to such scheduled return to active service (such scheduled return date, the “Leave Return Date”). To the extent permitted under Applicable Law, such offers of employment shall provide that any Seller Business Employee who does not expressly reject such offer in writing shall be deemed to accept such offer as of the Closing Date or the Leave Return Date, as the case may be. Seller and conditions that satisfy Buyer shall (or shall cause one of their respective Affiliates to) provide to the requirements Seller Business Employees all information required under Applicable Law in connection with any offers of employment or transfers of employment by operation of Applicable Law contemplated by this Section 5.59.01(a). Purchaser Any offer of employment required to be made by Buyer (or one of its Affiliates) pursuant to this Section 9.01(a) shall be on terms that are in compliance in all material respects with this Section 9.01(a) and Applicable Law. Buyer shall provide Seller with a reasonable advance opportunity to review the forms of employment offers which Buyer makes under this Section 9.01(a) and shall consider in good faith any comments of Seller to such forms. Each Seller Business Employee (1) who accepts (or is deemed to accept) such offer of employment with Buyer or one of its Affiliates (and, at the time it extends where required by Applicable Law, executes all documents necessary to effectuate such transfer of employment) and commences such employment offerswith Buyer or one of its Affiliates or (2) whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law and who does not object to such continuation of employment in accordance with Applicable Law is referred to herein as a “Continuing Employee”. For a period of 12 months following the Closing Date, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall notBuyer shall, and shall cause its Affiliates not to, solicitprovide to each Continuing Employee who remains employed by Buyer or one of its Affiliates (i) a base salary or wage rate that is not less than that provided to such Continuing Employee immediately prior to the Closing, transfer(ii) severance benefits that are no less favorable than those provided to such Continuing Employee immediately prior to the Closing Date and (iii) other compensation and benefits that are substantially comparable in the aggregate to those provided by Seller and its Affiliates to such Continuing Employee immediately prior to the Closing Date (excluding equity or equity-based compensation, hiredeferred compensation, retiree health or reassign any of the individuals listed on Schedule 1.1(a) welfare benefits and participation in a defined benefit pension plan). Except as prohibited by Applicable Law (it being understood that Buyer shall have no liability to or for an employment or consulting position at Seller or its Affiliates other than hereunder for Damages incurred as a result of Buyer’s failure to perform its obligations under this Section 9.01(a) due to Seller’s failure or refusal to provide Buyer with all information reasonably necessary to permit Buyer to perform such obligations), Seller shall provide Buyer with all information reasonably necessary to permit Buyer to perform its obligations under this Section 9.01(a), including such information as may be reasonably requested by Buyer following the position that Closing, and Seller’s agreement to provide such individual holds information shall survive the Closing for so long as of the date of Buyer remains obligated to perform under this Article 9. Except as otherwise provided in this Agreement, and Seller shall Buyer shall, and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment to, cause any employee benefit plans, arrangements with the Business Employees; providedor policies (including, howeverwithout limitation, that such restrictions shall not apply any plan, arrangement or policy required by or maintained pursuant to any Business Applicable Law) in which any of the Continuing Employees participate following the Closing Date (collectively, the “Buyer Plans”) to recognize the service of each Continuing Employee who either for purposes of vesting, eligibility and benefit entitlement to the same extent such service was recognized by an Employee Plan as of immediately prior to the Closing (other than (i) is terminated by Purchaser prior for purposes of benefit accrual under any defined benefit pension plan or retiree health or welfare benefit plan, except to the expiration of extent that such six month-period benefit accrual is required to be recognized under Applicable Law, or (ii) does not accept an offer to the extent such service credit would result in a duplication of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “benefits).

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period commencing at the Closing and ending on the date which is six (6) months from the date hereof until the date that is six months after the ClosingClosing (or if earlier, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreementthe employee’s termination of employment with any Heartland Company), and Seller Buyer shall and shall cause its the Heartland Companies to provide (or cause their Affiliates to provide) each employee who remains employed immediately after the Closing (“Heartland Company Continuing Employee”) with employee benefit plans, agreements and arrangements and customary programs and policies for the benefit of each Heartland Company Continuing Employee that are, in the aggregate, reasonably cooperate comparable to those plans, agreements, programs and policies that are in effect with Purchaser respect to such Heartland Company Continuing Employees immediately prior to the Closing, or that are provided to similarly situated employees of Buyer as they may be in its efforts effect from time to secure satisfactory employment arrangements time (“Buyer Plans”). (b) With respect to any Buyer Plans in which any Heartland Company Continuing Employees will participate effective as of the Closing, Buyer shall, or shall cause the Heartland Companies to, recognize all service of the Heartland Company Continuing Employees with the Business EmployeesHeartland Companies, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Plan in which such Heartland Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, that such restrictions service shall not apply be recognized to the extent that (x) such recognition would result in a duplication of benefits, or (y) such service was not recognized under the corresponding Benefit Plan. (c) This Section 6.08 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.08, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.08. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 6.08 shall not create any right in any employee or any other Person to any Business continued employment with the Heartland Companies, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever. Nothing contained in this Section 6.08 or any other provision of this Agreement, express or implied, will be construed to interfere with or restrict in any way the rights of Buyer, which rights are hereby expressly reserved, to discharge or terminate the services of any Heartland Company Continuing Employee who either (i) is terminated by Purchaser prior at any time for any reason whatsoever, with or without cause, or create a contract of employment with, or for the benefit of, any employee, or change any employee’s status as an employee at will, to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “extent applicable.

Employee Matters. (a) Within As of the Closing, Buyers or one of their Affiliates shall retain the employment of each employee of U.K. Engineered Films other than any employee who shall be offered employment by the Sellers and who is identified on Schedule 5.05(a) (each such employee listed on Schedule 5.05(a), a reasonable “U.K. Seller Employee”). For twelve (12) months following the Closing (or such shorter period of time that any Transferred Employee remains an employee of the Business), Buyers shall, or shall cause the Businesses to, (but not less i) provide to each employee identified on Schedule 5.05(b) (each, a “Transferred Employee”) base salary or wages at least equal to those provided to such Transferred Employee immediately prior to the Closing; provided that notwithstanding the foregoing, nothing in this Agreement shall represent a guarantee of continued employment after Closing; and (ii) provide Transferred Employees generally, with employee benefits (other than fourteen (14equity-based benefits) days) that are substantially similar in the aggregate to either those benefits provided to Transferred Employees immediately prior to the Closing Dateor, Purchaser the employee benefits provided by Buyers to similarly situated employees of Buyers, as determined by Buyers. Except as set forth in this Agreement, Sellers shall offer employment be responsible for payment of all base salary and hourly wages and other compensation earned and accrued for Transferred Employees for the period of time up through the Closing and Buyers shall be responsible for any bonuses for such Transferred Employees. Without limiting the generality of the foregoing, Buyers shall, or shall cause the Businesses to, honor, in accordance with Purchaser or one of its Affiliates their terms, all rights to each Business Employee on terms vacation, personal and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms sick days accrued (and conditions to the Business Employees, which shall conform unpaid) by Transferred Employees under any plans in all respects with Section 5.5. Purchaser shall consult with Seller effect immediately prior to extending employment offers Closing. Also without limiting the foregoing, Buyers shall, or shall cause the Businesses to, take the following actions with respect to communicating the offers Transferred Employees under any employee plans other than a Plan for which such employee may become eligible after Closing and in the plan year in which the Closing Date occurs: (x) waive any limitations regarding pre-existing conditions and eligibility waiting periods under any welfare or other employee benefit plan maintained by any of them on and after the Closing and in the plan year in which the Closing Date occurs to the Business Employees. During extent such pre-existing condition or waiting period did not apply to the period from the date hereof until the date that is six months after employee under a comparable plan of Sellers immediately prior to the Closing; (y) provide each Transferred Employee with credit for any co-payments and deductibles paid prior to the Closing for the calendar year in which the Closing occurs, Seller shall notin satisfying any applicable deductible or out-of-pocket requirements under such welfare plans or other employee benefit plans; and (z) for all purposes (other than for purposes of benefit accruals under any defined benefit pension plan) under all compensation and benefit plans and policies applicable to the Transferred Employees (other than any equity-based plan, and shall cause its Affiliates not toexcept as otherwise provided in any employment agreement), solicittreat all service by the Transferred Employees with Sellers before the Closing as service with Exopack, transfer, hire, or reassign Buyers and any of their Subsidiaries to the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that same extent such individual holds service was recognized under similar Plan as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with Closing Date; provided that the Business Employees; provided, however, that such restrictions foregoing clauses (x) through (z) shall not apply to any Business the extent it would result in duplication of benefits. Notwithstanding anything in this Section 5.05 to the contrary, Buyers agree to provide each Transferred Employee who either (i) is terminated by Purchaser covered under the terms of a collective bargaining agreement, with compensation and benefits as required under the terms of such collective bargaining agreement. On and after the Closing Date, Buyers shall be responsible for bonuses for Transferred Employees, whether accrued prior to, at or after the Closing. Sellers shall retain responsibility for all long-term disability benefits and workers’ compensation benefits for those Transferred Employees whose disabling injury, event or illness occurs prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and who are not covered under an insurance Contract that is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “an Assumed Plan.

Employee Matters. (a) Within Beginning after a reasonable period of time (date mutually agreed by SELLER and the BANK but not less later than fourteen thirty (1430) days) days prior to the Closing Date, Purchaser the BANK shall have the right to discuss with any or all employees of the Branch Offices the possibility of their employment by the BANK after the Closing Date. On or before the Closing Date, SELLER shall notify in writing all employees of the Branch Offices (the "Employees") that the business of SELLER has been or will be transferred to the BANK and that the BANK may offer employment with Purchaser or one of to employ, effective on the day following the Closing Date, such Employees as it at its Affiliates to each Business Employee sole discretion so elects on terms and conditions of employment established by the BANK. As of the Closing Date, all Employees that satisfy the requirements BANK elects to hire shall be discharged by the SELLER. SELLER shall be solely responsible for its obligations to all discharged Employees, whether or not such discharged Employees are hired by the BANK. Nothing contained herein shall preclude SELLER from permitting an employee who declines employment with the BANK from accepting another position with SELLER provided that SELLER has not encouraged such employee to decline to accept such position with the BANK or to seek another position with the SELLER. SELLER covenants with the BANK that prior to closing, SELLER shall not, without the BANK's prior consent (i) increase the aggregate full-time equivalent size of Section 5.5. Purchaser or one of its Affiliates, the work force at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to Branch Offices above the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from level existing at the date hereof until or alter the composition of the work force at the Branch Offices from the composition existing at the date that is six months after the Closinghereof, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept encourage any Employee to refuse an offer of employment from Purchaser that is conditioned upon such Business by the BANK, (iii) enter into any employment contract with any Employee, or (iv) increase the gross annual compensation of any Employee relocating more pursuant to any evaluation other than twenty-five (25) miles from such Business Employee’s current employment locationin the normal course of business. Each Business Notice of any increase in compensation for any Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on be given to the Closing Date and is referred to BANK as a “Domestic Transferred Employee” if on a United States payroll or a “soon as possible.

Employee Matters. (a) Within Seller has provided to Buyer an accurate list of all current employees of Company together with a reasonable period description of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such their respective employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds their duties as of the date of this Agreement. Seller shall promptly notify Buyer of any changes that occur prior to Closing with respect to such information. (b) Buyer may extend offers of employment to all employees of Seller (such employees as accept such offers of employment are hereinafter referred to as the "Hired Employees"), which offers shall be on terms and conditions that Buyer shall determine in its sole discretion. Seller waives any claims against Buyer or any of the Hired Employees arising from such employment, including without limitation any claims arising from any employment agreement or non-compete agreement. Seller shall cooperate with, and Seller shall and shall cause use its Affiliates best efforts to reasonably cooperate with Purchaser assist, Buyer in its efforts to secure satisfactory employment arrangements with the Business Hired Employees to whom Buyer makes offers of employment. (c) Nothing contained in this Agreement shall confer upon any employee of Company any right with respect to continued employment by Buyer, nor shall anything herein interfere with the right of Buyer to terminate the employment of any of the Hired Employees at any time, with or without cause or restrict Buyer in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Hired Employees; provided, however, that such restrictions . (d) Seller shall be solely responsible for all of the Employee Plans and all obligations and liabilities thereunder. Buyer shall not apply to assume any Business of the Employee who either (i) is terminated Plans or any obligation or liability thereunder. Nonetheless, Buyer shall accord each Hired Employee full credit for the time such Hired Employee was continuously employed by Purchaser Seller prior to the expiration Closing. (e) No provision of such six month-period this Agreement shall create any third party beneficiary rights in any Hired Employee, any beneficiary or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser dependent thereof, or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “any collective bargaining representative thereof, with respect to

Employee Matters. Purchaser shall extend to those employees of the Business set forth on Schedule 6.3(a) (athe “Employees”), an offer of employment in a position that is comparable to such Employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment, and authority) Within on the terms set forth in this Section 6.3 (“Transfer Offer”) that, if accepted, shall become effective immediately upon the Closing. Employees who accept such Transfer Offers and begin employment with Purchaser in accordance with this Section 6.3(a) shall be referred to herein as “Transferred Employees.” Nothing herein shall be construed as a reasonable representation or guarantee by Seller or any of its Affiliates that any or all of the Employees will accept the offer of employment from Purchaser or will continue in employment with Purchaser following the Closing. Purchaser shall carry out all actions necessary under applicable Law to effect the transfer of employment to it of each such Transferred Employee who has accepted that offer. Effective as of the Closing, each Transferred Employee shall cease to be an employee of Seller and its Affiliates and shall cease to be an active participant in any Seller Plan. Seller intends that for purposes of any Seller Plan providing severance or termination benefits, or any comparable plan, program, policy, agreement or arrangement of Seller or any of its Affiliates, the transactions contemplated by this Agreement shall not constitute a termination of employment of any Transferred Employee prior to or upon the consummation of such transactions. For a period of time one (but not less than fourteen (141) days) prior to year from and after the Closing Date, Purchaser shall offer employment provide each Transferred Employee with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date (i) base compensation/wage rate that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) no lower than that provided to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds Transferred Employee as of the date hereof; (ii) short-term cash bonus opportunity that is no less favorable than that provided to such Transferred Employee as of the date hereof; and (iii) other employee benefits (other than equity incentive, retention or change in control arrangements) that are substantially comparable in the aggregate to those provided under the Seller Plans as of the date hereof. For purposes of eligibility, determining level of benefits, vacation and paid time off accrual, and vesting (other than vesting of future equity awards) under the benefit plans and programs maintained by Purchaser or any of its Affiliates and providing compensation or benefits to Transferred Employees after the Closing Date (the “Purchaser Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Affiliates before the Closing Date, except to the extent such credit would result in a duplication of benefits. Without limiting the generality of any other provision of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “:

Employee Matters. (a) Within For a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months year after the ClosingEffective Time, Seller shall notParent shall, and shall cause its Affiliates not the Surviving Corporation to, solicit, transfer, hire, (i) provide base cash compensation to the employees of the Company and its Subsidiaries who are employees of the Company or reassign any of its Subsidiaries immediately prior to the individuals listed on Schedule 1.1(aEffective Time (the “Continuing Employees”) that is no less favorable than the base cash compensation in effect immediately prior to the Effective Time, and (ii) (x) provide employee benefit plans and arrangements and paid time off accrual (including bonus and incentive opportunities (but excluding equity-based compensation) to Continuing Employees that are substantially comparable to those provided to similarly situated employees of Parent and (y) consider Continuing Employees for equity-based compensation grants at the same time and levels as similarly situated employees of Parent; provided, that (1) in no event shall any Continuing Employee be eligible to participate in any closed or for an employment frozen plan of Parent or consulting position at Seller any of its Subsidiaries; (2) Continuing Employees shall be eligible to participate in the Parent 401(k) Plan as soon as administratively feasible after the Closing Date; and (3) until such time as Parent shall cause the Continuing Employees to participate in the employee benefit plans and arrangements that are made available to similarly situated employees of Parent or its Affiliates Subsidiaries (other than the position Company and its Subsidiaries), a Continuing Employee’s continued participation in the employee benefit plans and arrangements of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that such individual holds participation in the Parent plans and arrangements may commence at different times with respect to each Parent plan and arrangement). Nothing in this Section 5.05(a) is intended to or shall create any right in any employee, consultant or contractor of the Company to continued employment by or service to Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, or limit the ability of Parent, the Company, the Sub, or, in each case, any affiliate or Subsidiary thereof, to terminate the employment or service of any employee, consultant or contractor of the Company for any reason. For the avoidance of doubt, notwithstanding the provisions of this Section 5.05(a), Parent shall or shall cause its appropriate Subsidiary to honor the Continuing Employee’s accrued paid time off as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Closing.

Employee Matters. (a) Within Subject to the exclusions set forth in this Section, and in reliance upon the representations and warranties of Sellers made in Section 2.21 and the fulfillment of the covenants of the HGA Affiliates made in Section 4.8, Buyers will offer to employ, as of the Closing Date, a reasonable period sufficient number of time (but not less than fourteen (14) days) employees working at the Facilities immediately prior to the Closing Date, Purchaser shall offer employment Date so that liability under the WARN Act in connection with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5transactions contemplated hereby will be avoided. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed The employees who are identified on Schedule 1.1(a5.3(a) shall be referred to or for an employment or consulting position at Seller or its Affiliates other than herein collectively as the position that such individual holds "Excluded Employees". The applicable Buyer will offer to employ, as of the date Closing Date, each employee who is actively employed (being all but those on approved leave of this Agreementabsence, and Seller shall and shall cause its Affiliates including medical leave, workers compensation, disability, family leave or personal leave, provided that the applicable Buyer will offer to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that employ such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior employees to the expiration of extent required by the Family and Medical Leave Act or other applicable federal or state law at such six month-period or (iitime as they are willing and able to return to active employment) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates by any HGA Affiliate at a Facility on the Closing Date and who is not an Excluded Employee (collectively the "Non-Excluded Employees"). A Non-Excluded Employee who accepts an offer of employment as of the Closing with a Buyer shall be referred to herein as a “Domestic Transferred "Hired Employee” if on ". Notwithstanding the foregoing, Buyers shall have no obligation to offer employment to any employee within the following classes of employees: (i) those employees who are "part-time employees" (as defined in the WARN Act), (ii) those employees who voluntarily elect to leave the employment of any HGA Affiliate or (iii) any of the Excluded Employees, whether or not such Excluded Employees accept an offer of retained employment with any HGA Affiliate, Seller, or any affiliate of any Seller. Buyers shall not terminate the employment of any of the Hired Employees (other than "part-time employees" (as defined in the WARN Act) and employees who voluntarily elect to leave the employment of any of the Buyers) during a United States payroll or a “period of not less than ninety (90) days after the Closing Date, and in the event any Buyer terminates the employment of any such Hired Employee during such ninety (90) day period, Buyers shall pay all liabilities of the HGA Affiliates under COBRA and the WARN Act resulting from such termination.

Employee Matters. (a) Within a reasonable period The Sellers shall promptly update the list of time (but not less than fourteen (14Employees made available to Purchaser pursuant to Section 5.14(a) daysand Section 5.14(a) of the Seller Disclosure Schedule to reflect any and all employment or service hirings or terminations occurring prior to the Closing Date, with the final such update to occur no later than five (5) Business Days prior to the Closing Date (it being understood that the Sellers will inform Purchaser in writing of the termination of employment or services of an Employee or Service Provider following the date hereof). In addition, the Sellers shall provide Purchaser no later than five (5) Business Days following the Closing Date a true, correct and complete list of any and all employment losses (within the meaning of the WARN Act) incurred at the Company during the ninety (90) day period prior to and including the Closing Date. (b) The Sellers shall provide Purchaser, upon execution of this Agreement, with access to the Employees at times and in a manner reasonably acceptable to the Seller, and with information reasonably requested by Purchaser with respect to compensation and benefits of the Employees. Purchaser or one of its Affiliates shall offer employment to the employees of the Sellers as it shall determine in its sole discretion (the “Offered Employees”). All Offered Employees who (A) accept the offer of employment from Purchaser or one of its Affiliates and (B) commence employment with Purchaser or one of its Affiliates as of immediately following the Closing shall be referred to each Business herein as the “Transferred Employees.” Unless a written acceptance of an offer of employment is required by applicable Law, an Offered Employee on terms who is actively at work with Purchaser or one of its Affiliates as of the Closing Date and conditions that satisfy continues employment shall be deemed to have accepted the requirements offer of Section 5.5. employment from Purchaser or one of its Affiliates, at unless such Offered Employee specifically declines such offer of employment. (c) The employment of each Transferred Employee with Purchaser or one of its Affiliates shall commence immediately upon the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, Closing and shall cause its Affiliates not tobe deemed, solicitfor all purposes, transferconsistent with applicable Law and except as otherwise expressly provided herein, hire, to have occurred with no interruption or reassign any break in service and no termination of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employeesemployment; provided, however, that such restrictions any Inactive Employee shall not apply -73- be considered a Transferred Employee unless and until such Inactive Employee returns to active status pursuant to the following sentence, and notwithstanding anything herein to the contrary, Purchaser and its Affiliates shall only be responsible for Liabilities relating to the Inactive Employee from and after the date such Inactive Employee becomes a Transferred Employee. The employment of any Inactive Employee with Purchaser or one of its Affiliates, as applicable, shall be effective upon his or her return to active work, provided that the Inactive Employee reports to work with Purchaser or one of its Affiliates, as applicable, within fifteen (15) days after the end of any such approved leave and, to the extent permitted by applicable Law, in no event later than one hundred twenty (120) days following the Closing Date, and, as of such date, such Inactive Employee shall be a Transferred Employee. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by Purchaser. (d) The Sellers shall terminate, or shall cause to be terminated, the employment of all Transferred Employees effective as of the Closing or, with respect to any Business Inactive Employee who either becomes a Transferred Employee after the Closing Date in accordance with Section 8.11(c), upon their return to active work with Purchaser or one of its Affiliates, as applicable. Subject to, and effective as of, the Closing, the Sellers hereby waive and release each of the Transferred Employees from any and all contractual, common law or other restrictions enforceable by the Sellers and their respective Affiliates on the employment, activities or other conduct of such individuals after their termination of employment with the Sellers except with respect to obligations related to confidentiality and trade secrets. Prior to the Closing Date, and to the extent necessary to implement this sentence, the Sellers shall cause to be taken all actions as may be reasonably required to amend any Employee Benefit Plan and take or cause to be taken all other action as may be reasonably required to provide that severance or separation payments shall not be payable to any Transferred Employee on account of such employee’s termination of employment with the Sellers and its Affiliates. (e) Pursuant to the “Standard Procedure” provided in section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320, (i) is terminated by Purchaser and the Sellers shall report on a predecessor/successor basis as set forth therein, (ii) the Sellers will not be relieved from filing a Form W-2 with respect to any Transferred Employees for any tax period ending immediately prior to the expiration Closing Date and the tax year including the Closing Date with respect to the portion of such six month-period year that such Transferred Employee was employed by the Sellers and their Affiliates, and (iii) Purchaser will undertake to file (or (iicause to be filed) does not accept an offer a Form W-2 for each such Transferred Employee with respect to the portion of employment from the year during which such Transferred Employees are employed by Purchaser that is conditioned upon includes the Closing Date, excluding the portion of such Business year that such Transferred Employee relocating more than twenty-five was employed by the Sellers and their Affiliates. (25f) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer Effective as of employment shall become an employee of the Closing, Purchaser or one of its Affiliates shall assume sponsorship of each of the Employee Benefit Plans listed on Section 8.11(f) of the Seller Disclosure Schedule (the “Transferred Benefit Plans”), and any trusts, -74- insurance policies or third-party administrator contracts related to the Transferred Benefit Plans shall be assigned to Purchaser or one of its Affiliates effective as of the Closing. (g) Purchaser shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred on or after the Closing Date and Date. The Sellers shall be responsible for all workers’ compensation claims relating to any Transferred Employees if the incident or alleged incident giving rise to the claim occurred prior to the Closing Date. (h) With respect to any accrued but unused vacation or paid time-off benefits (“Accrued PTO”) to which any Transferred Employee is referred entitled pursuant to the vacation policy or other arrangement applicable to such Transferred Employee immediately prior to the Closing as a “Domestic reflected in the list of Employees made available to Purchaser pursuant to Section 5.14(a), Purchaser shall, or shall cause its Affiliate to, either (A) allow such Transferred Employee to use such Accrued PTO or (B) to the extent permitted by applicable Law, pay or cause Seller to pay any or all of the value of such Accrued PTO to such Transferred Employee in cash. (i) Nothing herein, express or implied, shall confer upon any other Persons (including any current or former employee of the Seller, Purchaser or any of their respective Affiliates) any rights or remedies hereunder, including any right to employment or continued employment for any specified period or continued participation in any Employee Benefit Plan or other benefit plan, or any nature or kind whatsoever under or by reason of this Agreement. Nothing herein restricts or precludes the right of Purchaser to terminate the employment of any Transferred Employee” if on a United States payroll . Purchaser and the Sellers agree that the provisions contained herein are not intended to be for the benefit of or a “otherwise be enforceable by, any third party, including any current or former Employee or Service Provider. 8.12

Employee Matters. Each person who shall continue as an employee of Parent, the Acquisition Sub or the Company after the Closing shall, after the Closing, be an xx­xxxx employee of Parent, the Acquisition Sub or the Company to the extent permitted by applicable Law (a “Continuing Employee”); provided that each employee employed in the United States shall provide proof of the right to work in the United States as required by law. Following the Closing, each Continuing Employee shall be eligible to receive benefits (at Parent’s discretion) either: (a) Within under the Employee Plans as provided to such employee immediately prior to the Closing, or (b) consistent with Parent’s employment policies (which have been previously disclosed to the Company) or (c) a reasonable combination of clauses (a) and (b). Except with respect to paid time off benefits, each Continuing Employee who becomes eligible to participate in a Parent benefit plan shall be given credit, for the purpose of any service requirements for participation eligibility, or vesting, for his or her period of time (but not less than fourteen (14) days) continuous coverage under comparable Company benefit plans prior to the Closing Dateto the extent permitted by Parent’s benefit programs and consistent with Parent’s employee benefit plans. No Continuing Employee, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser any or one of its Affiliateshis or her eligible dependents, who, at the time it extends Closing, are participating in a Company group health plan and who becomes eligible for coverage in a Parent group health plan shall be excluded from such employment offersParent group plan, shall provide appropriate information regarding employment or limited in coverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent’s employee benefit plans and the insurance carrier or provider. The terms and conditions to provisions of this Section are intended solely for the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall notbenefit of each party hereto and their respective successors or permitted assigns, and shall cause its Affiliates it is not to, solicit, transfer, hire, or reassign any the intention of the individuals listed on Schedule 1.1(a) parties to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreementconfer third­party beneficiary rights, and Seller this Section does not confer any such rights upon any Continuing Employee. Nothing herein shall and shall cause its Affiliates be construed to reasonably cooperate with Purchaser prohibit Parent from amending or terminating any Employee Plans in its efforts to secure satisfactory employment arrangements accordance with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date terms thereof and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “with applicable Law.

Employee Matters. (a) Within a reasonable period With the exception of time (but not less than fourteen (14) days) the Selected Employees, each Seller shall, effective as of the day prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in discharge all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Current Employees. During the period from the date hereof until the date that is six months after Prior to the Closing, Seller Buyer (through and in consultation with Xx Xxxxxx in his capacity as chief executive officer of Buyer) shall not, and shall offer (or cause its Affiliates not to, solicit, transfer, hire, or reassign any a designee of the individuals listed on Schedule 1.1(aBuyer to offer) to or for an employment or consulting position at Seller or its Affiliates other than employ those Current Employees (i) to operate the position Continuing Stores (once so designated) (provided that such individual holds Current Employees will be advised that such offer may be rescinded if the Lease for such Designated Store is rejected), with employment commencing as of the date that such Designated Store becomes a Continuing Store and such Lease is assumed or (ii) to be employed in the Buyer’s head office with employment commencing on the Closing Date. For purposes of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business each Current Employee who either (i) is terminated by Purchaser prior to the expiration of receives such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationshall be referred to as an “Offeree.” Prior to the Closing Date, Buyer will provide Sellers with a schedule setting forth a list of the names of all Offerees. Each Business Employee Offeree who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on prior to the Closing Date and is shall be referred to herein as a “Domestic Transferred Employee.” if on Except to the extent Sellers fail to comply in any material respects with Section 6.4(c)(i) and Section 6.4(c)(iii), Buyer hereby agrees that the offer to an Offeree shall include a United States payroll or a “level of base salary, wages and benefits that are substantially comparable in the aggregate to the base salary, wages and benefits provided to such Offeree by Sellers as of the Closing Date.

Employee Matters. From the date of this Agreement to thirty (a30) Within a reasonable period days after the termination of time the Transition Services Agreement (the “Transition Period”), Buyer shall have the opportunity and right, but not less the obligation, to interview and/or make offers of employment to any employees of Seller other than fourteen those listed on Schedule 18.7 (14the “Excluded Employees”). Buyer shall give notice to Seller at least fifteen (15) days) days prior to the Closing Date, Purchaser end of the Transition Period of the employees of Seller to whom Buyer has or will make offers of employment. Seller shall offer not discourage any employee of Seller from accepting employment with Purchaser or one of its Affiliates to each Business Employee on Buyer. The terms and conditions that satisfy the requirements of Section 5.5employment of any employees hired by Buyer shall be at Buyer’s sole discretion. Purchaser Seller shall be responsible for all compensation due to Seller’s employees or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers former employees with respect to communicating their employment with Seller, whether or not hired by Buyer. This Agreement shall not obligate Buyer to be a successor employer or to assume any collective bargaining agreements between Seller and any union representative in effect prior to or as of the offers end of the Transition Period. Seller shall be responsible for paying or causing to be paid directly to Seller’s current and former employees (including any employees who are hired by Buyer) or their dependents, all benefits to which they are entitled under any past or present employee benefit plans of Seller, and Buyer shall assume no liability for such benefits. No portion of the Business Employees. During the period from the date hereof until the date that is six months assets of any plan, fund, program, or arrangement, whether written or unwritten, heretofore sponsored or maintained by Seller (and no amount attributable to any such plan, fund, program, or arrangement) shall be transferred to Buyer, and Buyer shall not be obligated or required to continue any such plan, fund, program, or arrangement after the Closing, Closing Date. Seller shall not, pay all accrued vacation and shall cause pay for vacation days not used by its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds employees as of the date of any termination of such employees related to the transaction contemplated by this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall whether or not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration they become employees of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Buyer.

Employee Matters. (a) Within a reasonable period Buyer will cause the Company to continue to employ, as of time the Closing Date, each of the employees of the Company who are employed (but not less than fourteen (14including those who are actively employed or absent due to vacation, holiday, layoff, illness, leave, short-term disability, or other permitted absence from employment) days) immediately prior to the Closing Date, Purchaser shall offer . Employees who (i) continue in such employment with Purchaser the Company or (ii) who accept such an offer of employment by Buyer or one of its Affiliates (including the Company) are herein referred to each Business Employee as “Continued Employees.” From and after the Closing Date, any right to reemployment for any Continued Employees who are on terms long-term disability as of immediately prior to the Closing Date shall be the obligation of Seller and conditions that satisfy the requirements its Affiliates and not of Section 5.5. Purchaser or one of Buyer and its Affiliates. Further, at the time it extends such employment offersprovisions of this Section 6.9 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall provide appropriate information regarding employment terms be construed to constitute an amendment to any of the compensation and conditions benefit plans maintained for or provided to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller Continued Employees prior to extending employment offers or following the Closing Date, or to confer upon or give to any person (including for the avoidance of doubt any current or former directors, officers, owners, employees, or independent contractors of the Company) any legal or equitable rights or remedies with respect to communicating the offers matters provided for in this Section 6.9 or any other provision of this Agreement. The Buyer shall be responsible for all severance, termination and other costs arising from or related to the Business termination by the Buyer or the Company after the Closing of any Continued Employees. During Notwithstanding anything herein to the period from contrary, the date hereof until Buyer shall provide each Continued Employee full credit for previous periods of service by such Continued Employee to the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller Company or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationClosing. Each Business Employee who accepts such offer of employment The Sellers shall become an employee of Purchaser or one of its Affiliates be solely responsible to provide severance benefits based on the Closing Date Sellers’ severance plans and policies to any employees of the Company whose employment is referred terminated prior to as a “Domestic Transferred Employee” if on a United States payroll or a “Closing.

Employee Matters. (a) Within The Buyer agrees to offer, in writing, employment, commencing as of 12:01 a.m. on the Initial Closing Date, for a reasonable period of at least twelve (12) months (the "Minimum Employment Period") from such date, to all employees of NAESCO who are represented by the Local and who were employed in represented positions in the operation of the Acquired Assets at any time (but not less than fourteen (14) days) during the three-month period prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Initial Closing, Seller shall notas set forth in Schedule 5.7(a) (the "Represented Plant Employees"). Those employees who accept, and shall cause its Affiliates not toin writing, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is are hereinafter referred to as the "Represented Employees." All such offers of employment shall be made in accordance with all applicable Laws and regulations and the Collective Bargaining Agreement. Effective as of the Initial Closing Date, the Buyer shall agree to be bound by the terms of the Collective Bargaining Agreement with respect to the Represented Employees as if the Buyer were the Seller for purposes of such Collective Bargaining Agreement, and to thereafter comply with all applicable obligations thereunder, subject to the changes negotiated with and acceptable to the Local. The Buyer shall take, or cause to be taken, all actions, or do, or cause to be done, all things necessary, proper or advisable with respect to the Collective Bargaining Agreement as the Sellers shall reasonably request, including becoming a “Domestic Transferred Employee” if on a United States payroll or a “party to the Collective Bargaining Agreement for the duration of its term as it relates to the Represented Employees, and the Buyer shall comply with all applicable obligations under the Collective Bargaining Agreement.

Employee Matters. (a) Within Section 8.04 of the Seller Disclosure Schedule lists each Business Employee with a reasonable period current annual base compensation rate in excess of $100,000 per year as of the date hereof, and sets forth for each individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate or hourly rate and description of any increase in compensation after the Most Recent Balance Sheet Date; (v) commission, bonus or other incentive-based compensation to which such Business Employee is entitled; (vi) accrued paid time off (but not less than fourteen PTO); and (14vii) days) a description of the fringe benefits provided to each such individual. Seller will promptly provide written notice and an updated Section 8.04 of the Seller Disclosure Schedule to Purchaser in the event of any changes thereto prior to the Closing Date, provided that any such changes shall be limited to the matters permitted under this Section 8.04(a) or Section 6.03(xii), voluntary terminations of employment of Business Employees and changes otherwise agreed to in writing by Purchaser. Prior to Closing, Purchaser shall offer employment with advise Seller of the Business Employees to whom Purchaser or one its Affiliate intends to make offers of its Affiliates to each employment (which group shall include all Business Employee on terms and conditions Employees who are in the bargaining unit covered by the CBAs, as that satisfy term is defined below, other than those Business Employees who Seller (in consultation with Purchaser), in coordination with the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions Unions (as defined below) to the Business Employeesextent necessary), which shall conform in all respects with identifies as being allocated to a manufacturing facility, and who will be removed from Section 5.5. Purchaser shall consult with 8.04 of the Seller Disclosure Schedule prior to extending the Closing (the “Target Employees”), with such offers of employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds be effective as of the date of this AgreementClosing Date, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon unless such Business Employee relocating more than twenty-five (25) miles from is on a leave of absence on the Closing Date, in which case, Seller shall, or shall cause their Affiliates to, retain the employment of such Business Employee’s current Employees until, and such employment locationoffer will be effective as of when, the Business Employee is available to return to active employment if such availability to return occurs within six months following the Closing Date (or any later date to the extent such Target Employee has reinstatement, re-hire or similar rights under applicable Law on such later date). Each Business such Target Employee who accepts such offer of employment shall become an employee of from and commences employment with Purchaser or one of its Affiliates on the Closing Date and Affiliate is referred to herein as a “Domestic Transferred Employee.” if on a United States payroll Except as otherwise specifically provided in this Section 8.04, or a “as required by applicable Law, effective as of the Closing Date, the employment of the Transferred Employees with Seller shall terminate and the Transferred Employees shall cease all active participation in and accrual of benefits under any applicable Seller Employee Plan, except as required by either of the CBAs or by Section 8.08. Seller and their Affiliates shall bear any costs related to any claims made by any Business Employee for any severance payments, payment of earned and unused paid leave, wages, and benefits arising out of or in connection with Purchaser’s decision not to make offers of employment to any Business Employee in accordance with this Agreement.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) At least 15 Business Days prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates extend to each Business Employee set forth on Schedule 6.3(a) (the “Scheduled Employees”) (which Schedule 6.3(a) Purchaser shall provide to Sellers by December 20, 2023 and which Schedule 6.3(a) shall include at least 900 Business Employees) a written offer of employment reviewed by Sellers, and which Sellers have had an opportunity to comment on, providing for a position that is materially the same as such employee’s position immediately prior to the Closing (including level of responsibility, primary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliatesthat, at the time it extends such employment offersif accepted, shall provide appropriate information regarding become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment terms and conditions with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all Scheduled Employees employed by Sellers will accept the Business EmployeesTransfer Offer, which shall conform or that any Transferred Employee will continue in all respects employment with Section 5.5Purchaser following the Closing for any period of time. Purchaser shall consult with Seller notify Sellers in a reasonable timeframe prior to extending employment offers the Closing Date with respect to communicating whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and Sellers shall reasonably cooperate with Purchaser, to effect the offers to the Business Employees. During the period from the date hereof until the date that is six months after timely employment by Purchaser or its applicable Affiliate of each Transferred Employee immediately following the Closing, Seller and Sellers shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds reasonably cooperate in connection therewith. Effective as of the date of this AgreementClosing, and Seller each Transferred Employee previously employed by Sellers shall and shall cause its Affiliates cease to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become be an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “each Sellers.

Employee Matters. (a) Within a reasonable period of time Except as specifically provided in this Section 5.7: (but not less than fourteen (14i) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller Buyer shall not, and shall cause its Affiliates not toto not, solicitadopt, transfer, hirebecome a sponsoring employer of, or reassign have any obligations under or with respect to the Employee Plans, and the Seller shall be solely responsible for any and all liabilities and obligations that have been incurred or may be incurred under or in connection with any Employee Plan; (ii) the Seller shall be solely responsible for any and all liabilities arising out of or relating to the individuals listed employment of Business Employees who do not become Transferring Employees (as defined below), whether such liabilities arise before, on Schedule 1.1(aor after the Closing Date; and (iii) the Seller shall be solely responsible for any and all liabilities arising out of or relating to or for an the employment or consulting position at of any Transferring Employee by the Seller or its Affiliates other than the position that such individual holds as of before the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements such employee actually commences work with the Business EmployeesBuyer pursuant to Section 5.7(b). For purposes hereof, with respect to the Welfare Plans, claims under any medical, dental, vision, or prescription drug plan generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim in made; provided, however, that with respect to claims relating to hospitalization, the claim will be deemed to be incurred on the first day of such restrictions shall hospitalization and not apply to on the date that such services are performed. Claims for disability under any long or short term disability plan will be incurred on the date the Business Employee who either is first absent from work because of the condition giving rise to such disability and not when the Business Employee is determined to be eligible for benefits under the applicable Welfare Plan. On or immediately after the Closing Date, the Seller shall pay to each Transferred Employee, as of the Closing Date, (i) is terminated by Purchaser prior to the expiration of such six month-period or all accrued but unpaid wages, (ii) does not accept an offer a lump sum representing all accrued vacation benefits and (iii) to the extent applicable, a lump sum equal to the pro-rata portion of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business each Transferred Employee’s current employment location. Each Business Employee who accepts such offer target bonus for the portion of employment shall become an employee of Purchaser or one of its Affiliates the most recent bonus period ending on the Closing Date and is referred Date. In addition, to as a “Domestic the extent this Agreement or the transactions contemplated by this Agreement causes the acceleration of the vesting of any equity securities of the Seller held by any Transferred Employee” if on , with the Seller shall take such corporate action as is required to comply with any such acceleration provision. With respect to any stock options held by any Transferred Employee, the Seller shall provide for at least a United States payroll or a “30-day post-termination exercise period with respect to each such option.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior Prior to the Closing Date, Purchaser Buyer shall offer have offered employment or consulting arrangements to certain employees and/or consultants of Sellers set forth on Schedule 6.5 (the “Transferred Employees”) to perform services in connection with Purchaser or one of its Affiliates to each the Business Employee on such terms and conditions that satisfy as such employees and/or consultants and Buyer shall have agreed. Effective as of the requirements Closing, the respective Seller hereby releases and consents to the employment and/or engagement by Buyer of Section 5.5. Purchaser or one of its Affiliates, at the time it extends Transferred Employees on such employment offers, shall provide appropriate information regarding employment terms and conditions as may be mutual agreeable between Buyer and each such Transferred Employee, provided that in the case of Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx and Xxxx Xxxxxxxx, such terms shall not be exclusive to Buyer, and Buyer agrees to allow such Transferred Employees to consult with, continue employment with or otherwise be associated with Cardo Medical and/or its subsidiaries (as a director, holder of equity securities (including stock options) or otherwise) in connection with the Business Employees, which shall conform in disposition by Cardo Medical and/or its subsidiaries of any Excluded Assets or of all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months or any part of their remaining business after the Closing, Seller so long as such services to Cardo Medical are (a) in compliance with the confidentiality obligations of such person as set forth in their Consulting/Employment Agreement with Buyer and (b) do not materially interfere with the performance of such person’s duties pursuant to such Consulting/Employment Agreement. Notwithstanding the foregoing, Buyer shall not, and shall cause its Affiliates not to, solicit, transfer, hire, have no obligation to continue the engagement or reassign employment of any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds after the Closing and, except as of the date of this Agreementotherwise expressly agreed to by such individuals and Buyer, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period engagement or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become be on an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “at-will basis.

Employee Matters. (a) Within a reasonable period Prior to the Effective Time, Seller shall cause to be transferred from the Company and its Subsidiaries to Seller or one of time (but not less than fourteen (14its Subsidiaries those employees of the Company and its Subsidiaries that are listed in Section 5.4(a) daysof the Seller Disclosure Letter, with such Section 5.4(a) to be updated based on mutual agreement of Buyer and Seller on the fifteenth Business Day prior to the Closing Date. In addition, prior to the Effective Time, subject to approval by Buyer at least 15 days prior to the Closing Date, Purchaser Seller shall offer employment with Purchaser cause to be transferred (i) from the Company and its Subsidiaries to Seller or one of its Affiliates Subsidiaries those employees of the Company and its Subsidiaries listed in Section 5.4(a)(i) of the Seller Disclosure Letter and (ii) from Seller and its Subsidiaries (other than the Company) to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser Company or one of its AffiliatesSubsidiaries those employees who are listed in Section 5.4(a)(ii) of the Seller Disclosure Letter. Following the Closing, at the time it extends such employment offers, shall provide appropriate information regarding employment terms Buyer may request that certain employees of Seller and conditions its Subsidiaries performing services for Buyer and its Subsidiaries under and pursuant to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller-ABS TSA and/or the Seller-Company TSA be hired by Buyer and its Subsidiaries (including the Company) (subject to agreement of Seller prior to extending employment offers with respect to communicating such employees not providing legal services under the offers Seller-ABS TSA and/or the Seller-Company TSA) not later than 90 days following the Closing Date (“Offer Employees”) and, in order to effect the Business hiring of such Offer Employees. During , Buyer or one of its Subsidiaries (including the period from Company) shall make a written Qualifying Offer (as defined below) to each Offer Employee no later than 90 days following the Closing Date (provided that each such Offer Employee remains employed through the date hereof until of such offer), and, upon the acceptance of such an offer by an Offer Employee, Seller and its Subsidiaries shall terminate the employment of such Offer Employee within 5 Business Days of the Offer Employee accepting the offer and such Offer Employee shall, upon termination of employment by Seller and its Subsidiaries, immediately become employed by Buyer or one of its Subsidiaries (including the Company) (such Offer Employees who become so employed by Buyer and its Subsidiaries (including the Company), the “Delayed Hire Employees” and the date on which each such Offer Employee is so hired, the “Delayed Hire Date”). For the purposes of this Section 5.4(a), a “Qualifying Offer” is an offer of immediate employment by Buyer and its Subsidiaries (including the Company) that remains open for no more than 10 days to (A) an Offer Employee who is eligible to participate in Seller’s Executive & Officer Severance Pay Plan (the “E&O Severance Plan”) which provides for (x) total annual cash compensation (as such term is used in the E&O Severance Plan) that is not less than the Offer Employee’s total annual cash compensation immediately prior to the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment is made, (y) other compensation and benefits on terms consistent with Section 5.4(b) and (z) a position that does not require relocation and (B) an Offer Employee who is eligible to participate in Seller’s Severance Pay Plan for Nonunion Associates which provides for (x) base pay that is no less than the base pay paid to such employee immediately prior to the date of such employee’s termination of employment, (y) other compensation and benefits on terms consistent with Section 5.4(b) and (z) a position that does not require relocation. The intent of Buyer and Seller is that each Delayed Hire Employee shall become be treated consistently with this Section 5.4 as if employed by the Company at the Closing, as described further below. With respect to any Offer Employee who is made an employee offer that is not a Qualifying Offer, the Company shall be required to reimburse Seller and its Subsidiaries for the actual costs of Purchaser any severance benefits payable under the E&O Severance Plan or one Seller’s Severance Pay Plan for Nonunion Associates, as applicable, payable by Seller or any of its Affiliates on the Closing Date and is referred Subsidiaries to as a “Domestic Transferred any such terminated Offer Employee” if on a United States payroll or a “.

Employee Matters. (a) Within a reasonable period Purchaser shall make offers of time (but not employment to no less than fourteen the Required Number of active, full-time employees of Seller in the Business and shall hire all employees who accept such offers of employment as of the Closing. Subject to Applicable Law, Seller will provide Purchaser with access, upon reasonable prior notice during normal business hours, to the Edgefield Facility and the personnel records of employees of the Business for the purpose of preparing for and conducting employment interviews with active and full-time employees of the Business. At least five (145) days) business days prior to the Closing DateClosing, Purchaser shall offer will provide Seller with a list of all employees of the Business to whom Purchaser has made offers of employment with that have been accepted effective as of the Closing (the "Hired Employees"). Seller will terminate the employment of all Hired Employees, effective immediately prior to the Closing. Purchaser or one of will set its Affiliates to each Business Employee on own initial terms and conditions of employment for the Hired Employees and others it may hire, including work rules, benefits, salary, and wage structure, all as permitted by Applicable Law, except that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliatesagrees to recognize, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating each Hired Employee, such Hired Employee's years of service with the offers Seller for purposes of determining such Hired Employee's seniority under Purchaser's work rules, benefits, salary, and wage structure. The parties agree that, except as otherwise provided in SECTION 3.6(h), any employment offered by Purchaser to employees of the Business Employees. During the period from the date hereof until the date (i) shall not constitute a commitment, contract, or understanding (express or implied) of any obligation by Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that is six months after the Closing, Seller shall notPurchaser may establish pursuant to individual offers of employment, and (ii) is "at will" and, subject to Applicable Law, may be terminated by Purchaser or by any Hired Employee at any time for any reason. Except as provided in SECTION 3.6(h), nothing in this Agreement shall cause its Affiliates not tobe deemed to prevent or restrict in any way the right of Purchaser to terminate, solicitreassign, transfer, hirepromote, or reassign demote any of the individuals listed on Schedule 1.1(a) Hired Employees after Closing or to change adversely or for an favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or other terms or conditions of employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Hired Employees.

Employee Matters. (a) Within As soon as practicable after the date of this Agreement and in any event within five (5) Business Days of the date of this Agreement, Purchaser shall, or shall cause one of its Affiliates to, make offers of employment effective as of the Closing, or with respect to each Business Employee who is a reasonable period Leased Employee (as defined in the Transition Services Agreement), effective upon the expiration of time the Employee Leasing Term (but as defined in the Transition Services Agreement), to each Business Employee who is employed or engaged by Seller or an Affiliate thereof (other than the Target Company or one of its Subsidiaries), including any such Business Employee who is not less than fourteen actively at work at the Closing (14each an “Inactive Employee”). Each offer of employment by Purchaser or an Affiliate thereof pursuant to this Section 5.10(a) daysshall be in writing and shall offer employment (i) in a position that is substantially similar (or more senior) to the position held by such Business Employee immediately prior to the Closing, (ii) with a title of their position that is substantially similar to the title held by such Business Employee immediately prior to the Closing, (iii) with the same general location of employment as (which, in any event, shall not be more than 25 miles from) such Business Employee’s location of employment or service, as applicable, as of immediately prior to the Closing, (iv) with substantially the same responsibilities as such Business Employee’s responsibilities as of immediately prior to the Closing, and (v) in compliance with all other covenants set forth in this Section 5.10. Seller shall terminate (x) the employment or service, as applicable, of all Transferred Employees and (y) the participation of all Transferred Employees in the Employee Plans, in each case, effective as of the Closing. Seller and Purchaser intend that the transactions contemplated by this Agreement shall not result in a severance of employment or service, as applicable, of any Transferred Employee for purposes of any Employee Plan and that the Transferred Employees shall have continuous and uninterrupted employment or service, as applicable, immediately before and immediately after the Closing, and Purchaser and Seller shall use reasonable efforts to ensure the same. Each Inactive Employee shall become a Transferred Employee as of the date such Inactive Employee has been cleared for, and presents himself or herself to Purchaser for, active employment or service on or prior to the date that is six months following the Closing DateDate and, except as otherwise required by Applicable Law or as otherwise specifically provided in this Agreement, all references in this Agreement to the Closing or the Closing Date in respect of an Inactive Employee shall instead be deemed to refer to the date such Inactive Employee actually commences employment or service with Purchaser or one of its Affiliates. Each Leased Employee shall offer become a Transferred Employee in accordance with the terms of the Transition Services Agreement and all references in this Agreement to the Closing or the Closing Date in respect of a Leased Employee shall instead be deemed to refer to the date such Leased Employee actually commences employment with Purchaser or one of its Affiliates Affiliates. If any Transferred Employee requires a visa, work permit or pass or other approval for his or her employment to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. continue with Purchaser or one of its Affiliates, at Purchaser shall use its reasonable best efforts to see that any necessary applications are promptly made and to secure the time it extends such employment offersnecessary visa, shall provide appropriate information regarding employment terms and conditions to the Business Employeespermit, which shall conform in all respects with Section 5.5pass or other approval. Purchaser shall consult comply with Seller prior all Applicable Laws relating to extending employment offers with respect to communicating the offers of employment to Business Employees and the Business Employees. During continuation of employment or service of the period from the date hereof until the date that is six months Transferred Employees after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “.

Employee Matters. Effective as of and contingent upon the Closing, Buyer shall consider the retention of employment of such employees of the Partnership and each of the Subsidiaries (athe "Partnership Employees") Within a reasonable period as Buyer shall determine, in its sole and absolute discretion. Buyer and the Sellers acknowledge and agree that (i) Buyer may interview and discuss employment terms and issues and conduct its normal hiring procedures with any of time the Partnership Employees, and (ii) the Sellers (but not less than fourteen the Partnership or any of the Subsidiaries) shall be solely responsible for, and shall pay, any and all severance payments or other related obligations, including without limitation existing stay bonuses, arising out of the transactions contemplated by this Agreement, if any, to the employees of the Partnership and each of the Subsidiaries who are terminated and to the Partnership Employees that Buyer determines to retain as employees of the Partnership or any of the Subsidiaries. The Sellers may direct, by written notice given by Sellers to Buyer at least five (145) days) days prior to Closing, that any payments for which the Closing DateSellers are responsible pursuant to clause (ii) above be made by the Partnership or any of the Subsidiaries and, Purchaser in such instance, any such payments shall offer be deducted from the portion of the Purchase Price payable at Closing. Nothing in this Agreement shall be construed as a commitment or obligation of Buyer to retain, or otherwise continue the employment with Purchaser or one of, any of its Affiliates the Partnership Employees. Notwithstanding clause (ii) above, the Partnership shall be solely responsible for (and there shall be no adjustment of the Purchase Price in respect of) payments required to each Business Employee on terms and conditions that satisfy be made by the requirements Partnership under the provisions of Section 5.5Amendment No. Purchaser or one of its Affiliates2, at dated the time it extends such employment offersdate hereof, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating Employment Agreement between the offers to Partnership and John Previ and the Business Employees. During the period from letter agreement dated the date hereof until between the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Partnershix xxd Arthur Augugliario.

Employee Matters. (a) Within a reasonable period Buyer shall ensure that all persons who were employed by the Company immediately preceding the Closing, including those on vacation, leave of time absence or disability and those laid off (but only, in the case of laid off employees, to the extent a collective bargaining agreement providing for recall rights is applicable to such employees) will be employed by Buyer or any Affiliate of Buyer (including but not less than fourteen limited to the Company) on and after the Closing Date, except as otherwise provided in this Section 7.4. Buyer shall not, at any time prior to sixty (1460) daysdays after the Closing Date, effectuate a "plant closing" or "mass layoff" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), affecting in whole or in part any facility, site of employment, operating unit or employee of the Company without complying fully with the requirements of WARN. Without limiting Buyer's obligations under Article 11, and except as to matters with respect to which Seller is obligated to indemnify Buyer under the next following paragraph, Buyer hereby agrees to indemnify Seller and its Affiliates and to defend and hold Seller and its Affiliates harmless from and against any and all claims, losses, damages, expenses, obligations and liabilities (including but not limited to reasonable costs of collection, attorney's fees (whether or not incurred by Seller or any Affiliate of Seller in connection with any action, suit, proceeding or claim against Buyer hereunder) and other costs of defense) arising out of or with respect to claims asserted by Active Employees with respect to events arising on or after the Closing Date, including but not limited to (i) termination by Buyer or any of its Affiliates of any Active Employee of the Company on or after the Closing Date, (ii) failure of Buyer or any of its Affiliates to continue the employment of any Active Employee on substantially the same terms as said employee presently enjoys, (iii) any claim made by any Active Employee for severance pay arising upon, or at any time following, the Closing Date or (iv) any suit or claim of violation brought against Seller or any Affiliate of Seller under WARN based upon any actions taken by Buyer or any of its applicable Affiliates. Without limiting Seller's obligations under Article 11, Seller hereby agrees to defend, indemnify and hold harmless the Buyer and the Company from and against any and all claims, losses, damages, expenses, obligations and liabilities (including but not limited to reasonable costs of collection, attorney's fees and other costs of defense) to the extent arising out of or with respect to a claim based on events which occur prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Date asserted by a Company Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either alleging (i) is terminated by Purchaser breach of an employment agreement between such a Company Employee and the Company, entered into prior to the expiration of such six month-period Closing Date or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Company's failure prior to the Closing Date to pay such an Employee pursuant to such Employee's appropriate grade level for work performed prior to the Closing Date or (iii) breach of a duty owed by an employer to an employee or employee applicant under applicable federal and is referred to state statutes or regulations enacted for the purpose of protecting employees as a “Domestic Transferred Employee” if on class, or (iv) a United States payroll or a “claim for wrongful termination, intentional infliction of emotional distress, defamation, invasion of privacy, negligent hiring, retention, supervision and constructive discharge.

Employee Matters. (a) Within Buyer shall offer equivalent employment at the Auctioned Assets to those employees of Seller regularly assigned by Seller to work at the Auctioned Assets on the Closing Date in the job titles and facilities listed in Schedule 9.01(a) (all such employees described above and those individuals described in the following sentence being hereinafter referred to as "Affected Employees"). Affected Employees include each such 64 57 employee of Seller who is not actively at work on the Closing Date due solely to a reasonable temporary short-term absence, whether paid or unpaid, in accordance with applicable policies of Seller, including as a result of vacation, holiday, personal time, leave of absence, union leave, short- or long-term disability leave, military leave or jury duty. Affected Employees whether or not they accept an offer of employment from Buyer shall cease to be employees of Seller on the Closing Date and, to the extent they accept an offer of employment from Buyer, their period of time (but not less than fourteen (14) days) prior to employment by Buyer shall begin on the Closing Date, Purchaser . Seller shall offer employment with Purchaser or one of its Affiliates be responsible for any obligation to each Business provide employee benefits to an Affected Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending such employee's period of employment by Buyer. All such offers of employment will be made (x) in accordance with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall notall applicable laws and regulations, and (y) for employees represented by Utility Workers' Union of America AFL-CIO and its Local Union 1-2 ("Local 1-2"), in accordance with the Local 1-2 Collective Bargaining Agreement (as defined in Schedule 9.01(b)). Each Affected Employee who becomes employed by Buyer pursuant to this Section 9.01(a) shall cause its Affiliates not to, solicit, transfer, hire, or reassign be referred to herein as a "Continued Employee". Buyer may commence discussions concerning offers for employment beginning on the Closing Date to Affected Employees at any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of time following the date of this Agreement, . Seller acknowledges and Seller shall and shall cause agrees that Buyer may discharge any of its Affiliates to reasonably cooperate with Purchaser in obligations under this Article IX through one of its efforts to secure satisfactory employment arrangements with the Business EmployeesAffiliates; provided, however, that such restrictions Buyer shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to in no event be relieved from the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on full liabilities and the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “full financial responsibility under this Article IX.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, Seller shall provide appropriate information regarding employment terms and conditions to Purchaser a list of all of the Business Employees, which shall conform in all respects Company's employees whose work is primarily associated with Section 5.5the Company Property. Purchaser shall consult have the right to interview the Company's employees at any time after the execution of this Agreement and provide Seller with Seller a list of the Company's employees which have agreed, prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, to become an Employee (as defined below). Any employee who, for whatever reason does not become an Employee, shall, prior to Closing, become an employee of Seller or an Affiliate of Seller. Seller shall notbe solely responsible for the payment of any severance or other benefits to employees who are not Employees, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign should they be entitled to any under existing policies of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates the Company. Notwithstanding any other than the position that such individual holds as of the date provision of this Agreement, the parties hereto do not intend to create any third-party beneficiary rights, including without limitation, severance payment rights respecting any of the Company's employees or future employees as a result of the provisions herein and Seller shall and shall cause its Affiliates specifically hereby negate any such intention. With respect to reasonably cooperate with Purchaser in its efforts to secure satisfactory those employees who continue employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on Company after the Closing Date (the "Employees"), Purchaser agrees to provide employee benefits to the Employees that are, in all material respects, no less favorable to such Employees than the employee benefits provided to similarly situated employees of Purchaser (or its Affiliates) under employee benefit plans sponsored by Purchaser provided that such Employees will be subject to the terms and is referred conditions of the applicable employee benefit plan, subject, in all cases, to as a “Domestic Transferred Employee” if on a United States payroll the provisions of this Section 5.5. However, the Employees shall not be credited with their prior years of service with the Company for purposes of Purchaser's Separation Benefit Plan or a “Purchaser's Separation Benefit Plan for Senior Management.

Employee Matters. (a) Within a reasonable period At the Effective Time, EQBK may, in its sole and absolute discretion, either discontinue the employment of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser one or one more current employees of Prairie or any of its Affiliates to Subsidiaries (each Business Employee on terms and conditions that satisfy a “Terminated Employee”), or continue the requirements employment of Section 5.5. Purchaser one or one more current employees of Prairie or any of its Affiliates, at the time it extends Subsidiaries (each a “Continuing Employee”) and provide benefits to such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform Continuing Employee as described in all respects with this Section 5.56.07. Purchaser EQBK shall consult with Seller prior to extending employment offers the President of Prairie with respect to communicating the offers termination of any such employees in connection with the Closing. Subject to the Business Employees. During right of subsequent amendment, modification, replacement or termination in the period from the date hereof until the date that is six months after the Closingsole discretion of EQBK, Seller each Continuing Employee shall notbe entitled, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser EQBK or one its Subsidiaries, to participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible under such plans and, if required, selected for participation therein under the terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 6.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 6.07 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, EQBK shall, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any employee benefit plans in which a Continuing Employee may participate (excluding any defined benefit pension plan), credit each Continuing Employee with his or her term of service with Prairie or any of its Affiliates on Subsidiaries to the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll extent such service was recognized under the analogous Employee Plan of Prairie or a “any of its Subsidiaries.

Employee Matters. (a) Within Prior to the Closing Date, but effective as of the Closing, the Buyer shall make offers of employment to all of the Active Business Employees (each such Active Business Employee, upon accepting an offer of employment from the Buyer, a reasonable "Transferred Employee"). For a period of time eighteen (but 18) months following the Closing Date, as Inactive Business Employees are able to return to active employment, the Buyer shall make offers of employment to each such returning Inactive Business Employee, and each such Inactive Business Employee shall, upon accepting an offer of employment from the Buyer, be a Transferred Employee for the purposes of this Agreement. The Closing Date and any such later date upon which a Business Employee accepts employment with the Buyer shall be referred to herein as a "Buyer Employment Date." Each such offer of employment required by this Section 5.3(a) shall be communicated in a writing, the form of which shall be mutually agreed to by the Seller and the Buyer and shall include base salary or base wages and a target cash bonus opportunity which are, in the aggregate, and not on an individual basis, no less favorable than fourteen (14) days) those provided to Transferred Employees prior to the applicable Buyer Employment Date. Nothing in this Agreement shall limit the right of the Buyer to terminate the employment of any Transferred Employee following the applicable Buyer Employment Date. The Buyer shall ho nor any recall rights of any individual whose employment relates primarily to the Business in accordance with any applicable policies of the Seller with respect to such individual immediately prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that the Buyer shall only be obligated to honor such restrictions shall not apply recall rights with respect to any Business Employee who either (i) individual for up to one year after the date that such individual's employment is terminated by Purchaser prior to terminated. Any individual so recalled shall, from and after the expiration date of such six month-period or (ii) does not accept an offer recall, be a Transferred Employee for purposes of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “this Agreement.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) Immediately prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any terminate the employment of all of the individuals listed employees identified (the "Employees") on Schedule 1.1(athe attached "Employee Schedule," which schedule shall be prepared and delivered by Seller to TransWestern at least two (2) business days prior to or for an the Closing. Immediately after the Closing, TransWestern will offer employment or consulting position at to the Employees. Nothing in this Agreement shall obligate TransWestern to offer employment to any employee of Seller or its Affiliates any other individual other than the position that Employees; and nothing in this Agreement shall limit the ability of TransWestern to terminate the employment of any Employee at any time and for any reason, including without cause. From and after the Closing Date, Seller shall retain all Liabilities arising under or in connection with any "employee benefit plan" (as such individual holds as term is defined in Section 3(3) of ERISA) or any other employee benefit plan or arrangement at any time maintained or contributed to by Seller, including, but not limited to, those Liabilities arising under Part 6 of Title I of ERISA and Section 4980B of the date Code. Seller shall be additionally responsible for all Liabilities (i) relating to compensation (including vacation pay and insurance benefits) of any Employee for periods prior to December 31, 1997 and of any other employee of Seller for any period, (ii) for sales commissions owed with respect to any Prior Edition in excess of $3,000 and/or (iii) arising as a result of the transactions contemplated by this Agreement, including, but not limited to, severance compensation and Seller shall bonus payments, but not including vacation pay and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior insurance benefits owed to the expiration of such six monthEmployees for any period (or portion thereof) commencing January 1, 1998, in an amount not to exceed the amount set forth on the Assumed Liability Schedule. 4.3 TransWestern's Post-Closing Collection Obligation. During the period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates commencing on the Closing Date and is referred terminating on December 31, 1999 (the "TransWestern Collection Period"), in addition to as a “Domestic Transferred Employee” its collection efforts for its own account with respect to any Future Editions, TransWestern shall bill xxx collect (on behalf of Seller) all outstanding trade accounts receivable (including local, foreign and national advertising accounts) associated with the Prior Editions or any editions of the Seller Directories that have publication dates occurring prior to June 30, 1998 (collectively, "Seller Accounts Receivable"). TransWestern shall apply any payments (including interest (if any)) collected by it hereunder with respect to Sellers Accounts Receivable shall be applied to payment of Seller Accounts Receivable on a United States payroll customer-by-customer basis until either Seller Accounts Receivable are paid in full or the TransWestern Collection Period has terminated. During the TransWestern Collection Period, any payments collected by TransWestern from any customer with respect to accounts receivable arising out of Future Edition Customer Contracts shall first be applied to satisfy amounts owed by such customer under any Seller Accounts Receivable and then shall be for the account of TransWestern. During the TransWestern Collection Period, TransWestern agrees to use collection methods consistent with its past custom and collection practice. TransWestern shall not settle or compromise amounts due under any Seller Account Receivable without providing Seller with seven (7) days prior notice of the proposed settlement or compromise, and TransWestern and Seller shall cooperate and work jointly to reach agreement during such 7-day period with respect to all adjustments, settlements, and write offs to be taken in connection with any such settlement or compromise. Seller agrees to respond to all requests by TransWestern to evaluate any such settlement in a “timely manner (and, in any event, shall respond to such notice by TransWestern within 72 hours after receipt thereof). TransWestern agrees that, during the TransWestern Collection Period, it will use all reasonable efforts to adhere to Seller's adjustment guideline policy, which policy includes taking the following actions in connection with collecting Seller Accounts Receivable:

Employee Matters. (a) Within a reasonable period Except as provided in Section 5.6 of time (but not less than fourteen (14) days) prior to the Closing DateCompany Disclosure Schedule, Purchaser shall offer employment with Purchaser the Parent shall, or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause the Surviving Corporation and its Affiliates not Subsidiaries to, solicit, transfer, hire, provide each employee of the Company or reassign any of the individuals listed on Schedule 1.1(a) to or for Company Subsidiaries (an employment or consulting position at Seller or its Affiliates other than “Employee”), during the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates commencing on the Closing Date and is referred ending on December 31, 2010, with (i) health and welfare benefits (other than compensation and bonuses) that are comparable in the aggregate to the health and welfare benefits (other than as to compensation and bonuses) of such employee in effect as of the date hereof, as changed if at all through the Closing Date in accordance with subclauses (C) and (D) of Section 5.1(b)(iv), and (ii) other benefits (other than defined benefit and equity-based compensation plans) that are comparable in the aggregate to the benefits (other than health and welfare benefits, defined benefit and equity-based compensation plans) of such employee as of the date hereof, as changed if at all through the Closing Date in accordance with subclauses (C) and (D) of Section 5.1(b)(iv). The Parent shall, or shall cause the Surviving Corporation to, cause each Buyer Plan in which an Employee participates or will participate pursuant to this Section 5.6 to (a) recognize all service of such Employee with the Company, any of the Company Subsidiaries and their predecessor entities for purposes of vesting, eligibility, participation and coverage (but excluding, for the avoidance of doubt, accrual and level of benefits) to the extent such service would be recognized under the analogous Plan, (b) honor or provide appropriate credit for co-payments, deductibles and other expenses incurred by such Employee or his or her beneficiaries under the analogous Plans, and, (c) if applicable, waive any waiting periods or other eligibility limitations and exclusions for preexisting conditions; provided, however that such crediting of services shall not operate to duplicate any benefit or the funding of any such benefit. Nothing herein shall be deemed or construed (A) to be a guaranty of employment for any Employee, (B) to restrict the right of the Company, any Company Subsidiaries, the Parent, the Sub or any Affiliates to amend or terminate any benefit plans in accordance with the terms and conditions of such benefit plans, (C) to establish, amend, or modify any benefit plan, program, agreement or arrangement or (D) to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any rights as a “Domestic Transferred Employee” if on a United States payroll or a “third-party beneficiary of this Agreement.

Employee Matters. (a) Within Parent or Buyer shall offer at-will employment to all employees currently employed by Seller listed on Schedule 7.2 attached hereto. Seller will use commercially reasonable efforts to assist the Buyer Parties in the hiring of such employees. Upon execution of this Agreement, Seller shall notify each employee listed on Schedule 7.2 in writing that, by reason of the sale of the Business, their employment with Seller is terminated as of the Closing Date and that Parent or Buyer is offering such employees employment. Any such employees actually employed by Parent or Buyer or their Affiliates immediately following the Closing, other than Xxx Xxxxx, Xxxx XxXxxxx, Xxx Xxxxxxxxx and Xxxx Xxxxxxxx (each, a reasonable period “Key Employee”), are referred to in this Agreement as “Hired Employees.” To the extent that service is relevant for purposes of time eligibility and vesting (and, in order to calculate the amount of any sick days, severance, layoff and similar benefits, but not less than fourteen (14for purposes of pension benefit accruals) days) under any retirement plan, employee benefit plan, program or arrangement established or maintained by Parent, Buyer or any of their Affiliates for the benefit of employees, such plan, program or arrangement, shall, to the extent permitted by the terms and conditions thereof, credit such Hired Employees for service earned on and prior to the Closing Date with Seller, in addition to service earned with Parent, Buyer or any of their Affiliates after the Closing Date. In addition to the foregoing, as of the Closing Date, Purchaser the Buyer Parties shall offer employment with Purchaser or one of its Affiliates to provide each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its AffiliatesHired Employee, at the time it extends of hiring, with initial compensation (but excluding benefits and any incentive or equity-based compensation) at least as favorable as the compensation (but excluding benefits and any incentive or equity-based compensation) provided to such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with employees by Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement. Seller shall issue to each terminated employee (including all Hired Employees) a final paycheck in accordance with Seller’s regular payroll schedule, containing their salary through the Closing, all accrued, unused paid time off, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; providedany other wages, howeverovertime, severance pay, bonuses, change-in-control payment, other incentive compensation, commissions, expense reimbursement, or any other compensation that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser was earned, accrued, or payable prior to the expiration or as a result of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred (excluding any amounts to be paid by Buyer as a “Domestic Transferred Employee” if on a United States payroll or a “Assumed Liabilities pursuant to Section 2.2(d)) .

Employee Matters. (a) Within Schedule 6.3(a) sets forth (i) the name and title of certain Employees employed as of the Execution Date (the “Specified Employees”), (ii) the Employee Obligations that would arise in connection with the termination of each such Specified Employee and (iii) Buyer’s anticipated categorization of such Specified Employee as a reasonable period Continued Employee, a Transitional Employee or a Non-Continued Employee. Each Employee that is not a Specified Employee shall be deemed a Continued Employee for the purposes of time (but this Section 6.3. Subject to applicable Law and all agreements and other arrangements with the Specified Employees, not less fewer than fourteen (14) days) five Business Days prior to the Closing Date, Purchaser Buyer shall offer provide Seller with a schedule (the “Employee Severance Schedule”) of the Specified Employees to whom Buyer or its Affiliate will provide continuing employment with Purchaser (whether at Buyer, an Affiliate of the Buyer or one the Companies), subject to the employment practices and policies of Buyer and its Affiliates to each Business Employee on terms (the “Continued Employees”), a list of Specified Employees whom Buyer will provide continuing employment during a six month transitional period following the Closing (the “Transitional Employees”) and conditions that satisfy the requirements a list of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such Specified Employees whom Buyer will not provide continuing employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During for the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of Closing (the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business “Non-Continued Employees”); provided, however, that such restrictions in each case the number of employees identified as Transitional Employees and Non-Continued Employees on the Employee Severance Schedule shall not apply to any Business materially differ from the number of employees identified as Transitional Employees and Non-Continued Employees on Schedule 6.3(a). The employment of the Continued Employees with Buyer, an Affiliate of Buyer or the Companies (A) shall be effective or shall continue, as applicable, as of the Closing Date, (B) shall provide for a substantially comparable pay rate as earned by the Continued Employee who either (i) is terminated by Purchaser immediately prior to the expiration of Closing through December 31, 2016, and (C) shall offer such six month-period employee continued employment in his or her current position or a position with materially comparable duties (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationsubject to Buyer’s, its Affiliate’s, the Companies’ ability to terminate any employee at any time and for any reason). Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates In addition, following the Closing, the Continued Employees will continue to participate in all Company Benefit Plans on the Closing Date same basis and is referred the same extent as they participated prior to as a “Domestic Transferred the Closing, unless and until Buyer determines to amend, modify, terminate, substitute or replace such plans, which Buyer may do in its discretion. Seller shall use its commercially reasonable efforts to assist Buyer with Buyer’s (or the Companies’ immediately following Closing) entry into employment agreements with any Continued Employee” if on a United States payroll or a “.

Employee Matters. 6.5.1 Between the date hereof and the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to at least eighty percent (a80%) Within a reasonable period of time all Property Employees employed at the Property (but x) as of the date hereof or (y) as of the date on which such offers are made, whichever number is less, excluding (i) any Property Employees on leave from employment (including, without limitation, under the Family and Medical Leave Act and analogous state and local law and the Uniformed Services Employment and Reemployment Act and analogous state and local law, on short or long term disability leave or workers compensation leave), each of whom is separately identified in Part I of Section 6.5.1 of the Seller Disclosure Letter (the “Excluded Employees”), which schedule shall be updated not less earlier than fourteen (14) days) ten Business Days prior to the Closing Date, Purchaser and (ii) any Property Employees named in Part II of Section 6.5.1 of the Seller Disclosure Letter (the “Specified Employees”). All such offers of employment made by Buyer to Represented Employees shall offer employment with Purchaser or one of its Affiliates to each Business Employee be on terms and conditions that satisfy comply with the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than Collective Bargaining Agreements (including, without limitation, the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee seniority provisions therein). The Property Employees who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business EmployeeBuyer’s current employment location. Each Business Employee who accepts such offer offers of employment shall become an employee commence employment with Buyer effective as of Purchaser or one of its Affiliates on the Closing Date and is are herein collectively referred to as a the “Domestic Transferred EmployeeEmployees.” if on a United States payroll Property Employees who (i) are not Transferred Employees, whether or a not offered employment by Buyer, (ii) Excluded Employees, or (iii) Specified Employees, are herein referred to as “Retained Employees.” At least one Business Day prior to making offers of employment to Property Employees pursuant to this paragraph, Buyer shall advise Seller, in writing, of the names of the Property Employees to receive such offers. Following the Closing Date, Seller shall be responsible for the continued employment of any Excluded Employees.

Employee Matters. (a) Within a Employment Offers. Each of the Seller Employees shall be offered employment by Purchaser within an administratively reasonable period of time after the date hereof, to be effective as of the Closing, and with respect to the Indian Employees, such offer of employment shall be effective as of the Second Closing (but the "Employment Offer"), which offers may be conditioned upon (i) the occurrence of the Closing, and the Second Closing in the case of the Indian Employees, and (ii) the active employment of such Seller Employee as of the Closing Date, and the Second Closing in the case of the Indian Employees, or the absence of such Seller Employee from active employment as of the Closing Date, and the Second Closing in the case of the Indian Employees, by reason of an approved leave of absence (any such absent employee, an "LOA Employee"). Each Employment Offer shall (i) be for a position similar to Seller Employee's current position unless Purchaser determines, in its sole discretion that a different position is more suitable for such Seller Employee in light of Purchaser's plans for the operation of the Business and evaluation of Seller Employee's skills and experience (except in the case of International Seller Employees whose employment agreements shall transfer by requirement of the Transfer Regulations, who shall be offered a position similar to such employee's current position), (ii) be at a location that is not less greater than fourteen fifty (1450) days) miles from the Seller Employee's current work location or the work location to which such Seller Employee is scheduled to move according to workplace consolidation plans announced by Seller prior to the Closing Date, Purchaser shall offer employment with Purchaser or one and the Second Closing in the STARBURST ASSET PURCHASE AGREEMENT case of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Indian Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior and (iii) include an offer to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date provide base pay that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) equal to or for an employment or consulting position at higher than such Seller or its Affiliates other than the position that such individual holds Employee's base salary as of the date hereof and provide for commercially reasonable employee benefits in the aggregate, including, for some Seller Employees, options to purchase shares of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business EmployeesCommon Stock; provided, however, that such restrictions subject to the following provisions of this Section 8.8, the foregoing shall not apply be construed to prevent Purchaser from changing the position, location, base pay, benefits or any Business Employee other terms and conditions of employment of any Transitioning Employees following the Closing Date, and the Second Closing in the case of the Indian Employees. Seller Employees who either accept Employment Offers and actually (i) is terminated by commence employment with Purchaser prior to on the expiration Closing Date, and the Second Closing in the case of such six month-period the Indian Employees, or (ii) does not accept an offer in the case of LOA Employees, actually commence employment from with Purchaser that is conditioned upon such Business Employee relocating more than twenty-five expiration of their authorized leave of absence (25the "Transitioning Employees") miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee employees of Purchaser or one of its Control Affiliates effective on the Closing Date, and the Second Closing in the case of the Indian Employees, and in the case of LOA Employees, effective upon expiration of their authorized leave of absence ("LOA Employee Transition Date") and their employment with Sellers shall cease on the same date. Sellers agree to cooperate in good faith with Purchaser to achieve the acceptance of all of the Employment Offers. Sellers agree to promptly notify Purchaser in the event that, prior to the Closing Date, and prior to the Second Closing with respect to the Indian Employees, any Seller Employee who received an Employment Offer (i) ceases for any reason to be employed by Sellers, or (ii) notifies Sellers of his or her intention to terminate employment with Sellers or to reject an Employment Offer. Sellers agree that promptly after delivery of the Employment Offers, Sellers will communicate to those Seller Employees who are located in the United States who received the Employment Offers that Sellers do not anticipate having a need for the services of such Seller Employees after the Acquisition of the Business by Purchaser, and Sellers shall terminate all such Seller Employees who are officers or key managers of a Seller and have a written employment agreement with NAI, which termination shall occur on the Closing Date or in the case of such Seller Employee who is an LOA Employee, on the expiration of his or her authorized leave of absence. Notwithstanding the foregoing, International Seller Employees whose employment agreements are listed in Section 8.8(b) of the Seller Disclosure Schedule shall have their employment (including the terms and is referred conditions of such employment) transferred pursuant to as a “Domestic Transferred Employee” if on a United States payroll or a “the Transfer Regulations.

Employee Matters. (a) Within a reasonable period At the Effective Time, EQBK may, in its sole and absolute discretion, either discontinue the employment of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser one or one more current employees of RBI or any of its Affiliates to Subsidiaries (each Business Employee on terms and conditions that satisfy a “Terminated Employee”), or continue the requirements employment of Section 5.5. Purchaser one or one more current employees of RBI or any of its Affiliates, at the time it extends Subsidiaries (each a “Continuing Employee”) and provide benefits to such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform Continuing Employee as described in all respects with this Section 5.57.07. Purchaser EQBK shall consult with Seller prior to extending employment offers the President of RBI with respect to communicating the offers termination of any such employees in connection with the Closing. Subject to the Business Employees. During right of subsequent amendment, modification, replacement or termination in the period from the date hereof until the date that is six months after the Closingsole discretion of EQBK, Seller each Continuing Employee shall notbe entitled, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser EQBK or one its Subsidiaries, to participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible under such plans and, if required, selected for participation therein under the terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 7.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 7.07 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, EQBK shall, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any employee benefit plans in which a Continuing Employee may participate (excluding any defined benefit pension plan), credit each Continuing Employee with his or her term of service with RBI or any of its Affiliates on Subsidiaries to the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll extent such service was recognized under the analogous Employee Plan of RBI or a “any of its Subsidiaries.

Employee Matters. (a) Prior to the Closing Date, on dates mutually agreed upon by the Parties, Buyers and their Affiliates shall be given the opportunity to: (i) meet personally with and interview each Business Employee outside the presence or hearing of Sellers or any of their Affiliates; and (ii) inspect the personnel files and other documentation relating to each such Business Employee that is within Sellers’ or their Affiliate’s possession, custody or control. Buyers or one of their Affiliates may offer employment to those Business Employees of their choosing, which offers shall be (A) on terms and conditions determined by Buyers or their Affiliates in their sole discretion, (B) subject to and conditioned upon the occurrence of the Closing and such Business Employees’ satisfaction of Buyers’ or their Affiliate’s applicable pre-employment requirements and (C) for employment commencing as of the time immediately following the Closing (or, with respect to any Business Employee to whom Buyers or one of their Affiliates has made an employment offer but who is on a leave of absence on the Closing Date, the time that such individual is eligible to return from such leave and does so return, so long as such date is within ninety (90) days from the Closing Date or any such longer time as may be required by applicable Law). Within a reasonable period of time five (but not less than fourteen (145) days) days prior to the Closing Date, Purchaser Buyers shall offer inform Sellers of those Business Employees who have accepted such offers and satisfied Buyers’ or their Affiliate’s pre-employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5requirements. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform As used in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business term “Continued Employee’s current employment location. Each ” means a Business Employee who accepts such an employment offer as provided in the preceding provisions of employment shall become an employee of Purchaser this Section 5.15 and who actually becomes employed by Buyers or one of its their Affiliates in accordance with such offer. Neither Sellers nor their Affiliates shall take any action that could reasonably be expected to discourage any Business Employee from accepting an employment offer referenced in this Section 5.15. Sellers shall remove, and cause their Affiliates to remove, any contractual impediments or restrictions with Sellers or their Affiliates that may deter a Business Employee from accepting employment with Buyers or their Affiliates, including, but not limited to, any non-compete or confidentiality agreements or any other agreement that would affect the ability of a Business Employee to be employed by Buyers or their Affiliates, unless such contractual impediment or restriction is contained in an Assumed Contract. (b) On or before the date on which a Continued Employee commences active employment with Buyers or their Affiliates, Sellers and their Affiliates shall take all necessary actions, if any, to fully vest as of such date such Continued Employee’s account balances and other benefits under (i) all employee pension benefit plans (as such term is defined in section 3(2) of ERISA), (ii) all plans that provide nonqualified deferred compensation benefits and (iii) all equity-based compensation plans and arrangements. (c) Sellers and their Affiliates shall provide continuation coverage (within the Closing Date meaning of section 4980B of the Code and is referred the Treasury regulations thereunder) to as a “Domestic Transferred all individuals who are M & A qualified beneficiaries (within the meaning assigned to such term under Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to the transactions contemplated by this Agreement for the duration of the period to which such individuals are entitled to such coverage. Sellers and their Affiliates shall take any and all necessary actions to ensure that Buyers and their Affiliates are not required to provide such continuation coverage to any such individual at any time. 26 (d) The provisions of this Section 5.15 are solely for the benefit of the Parties and nothing in this Section 5.15, express or implied, shall confer upon any Business Employee” if on a United States payroll , or a “legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Section 5.16

Employee Matters. (a) Within a reasonable period At the Effective Time, EQBK may, in its sole and absolute discretion, either discontinue the employment of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser one or one more current employees of Cache or any of its Affiliates to Subsidiaries (each Business Employee on terms and conditions that satisfy a “Terminated Employee”), or continue the requirements employment of Section 5.5. Purchaser one or one more current employees of Cache or any of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5Subsidiaries (each a “Continuing Employee”). Purchaser EQBK shall consult with Seller prior to extending employment offers the Chief Executive Officer of Cache with respect to communicating the offers termination of any such employees in connection with the Closing. Subject to the Business Employees. During right of subsequent amendment, modification, replacement or termination in the period from the date hereof until the date that is six months after the Closingsole discretion of EQBK, Seller each Continuing Employee shall notbe entitled, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser EQBK or one its Subsidiaries, to participate in the employee benefit plans of EQBK provided to similarly situated employees of EQBK or its Subsidiaries, if such Continuing Employee shall be eligible and, if required by the terms of such plans, selected for participation therein under the terms thereof and makes any required contributions. All such participation shall be subject to such terms of such plans as may be in effect from time to time and this Section 6.07 is not intended to give any Continuing Employee any rights or privileges superior to those of other similarly situated employees of EQBK or its Subsidiaries. The provisions of this Section 6.07 shall not be deemed or construed so as to provide duplication of similar benefits but, subject to that qualification, EQBK shall, for purposes of vesting and any age or period of service requirements for commencement of participation with respect to any employee benefit plans in which a Continuing Employee may participate (excluding any defined benefit pension plan), credit each Continuing Employee with his or her term of service with Cache or any of its Affiliates on Subsidiaries to the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll extent such service was recognized under the analogous Employee Plan of Cache or a “any of its Subsidiaries.

Employee Matters. (a) Within The Purchaser Parties shall cause an Affiliate of the Purchaser Parties to make at-will offers of employment to the Current Employees set forth on a reasonable period list provided to Seller by Purchaser as of time the date hereof (but not less than fourteen (14) days) the “Offered Employees”), which offers shall provide for base wages or salaries equal to the respective base wages or salaries specified for each such employee as in effect immediately prior to the Closing Date (and as previously provided in the employee information described in Section 3.22(a) and made available to the Purchaser Parties as of the date hereof, as the same may be modified prior to the Closing Date consistent with the limitations of Section 5.2(y)(l)) and benefits that are consistent with, and no less favorable than, those benefits provided to similarly situated employees of Guggenheim Partners and its Subsidiaries generally from time to time. Such offers shall be made to the Offered Employees as soon as practicable following the date hereof, shall be conditioned upon the Closing, and shall be for employment commencing at 11:59 p.m, Des Moines, Iowa time, on the Closing Date (such time, the “Offer Effective Time”); provided that, in the case of an employee (i) who is on short term disability leave, workers' compensation leave, or other authorized leave of absence as of the Closing Date, Purchaser the offer of employment shall offer be for employment effective immediately after the date that such employee is first able to return to active employment or (ii) who continues employment with Seller following the Offer Effective Time as mutually agreed between Seller and the Purchaser or one Parties, the offer of its Affiliates employment shall be effective as of such employee's last day of work with Seller as mutually agreed between Seller and the Purchaser Parties (such date, in each case, the “Delayed Transfer Date”)). The offer to each Business Offered Employee on terms shall be conditioned upon such Offered Employee (A) passing a background check in accordance with the standard employment practices of the Purchaser Parties and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions their respective Affiliates as described to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a(B) to or for an employment or consulting position at remaining employed by Seller or its Affiliates other than through the position that such individual holds Offer Effective Time or (with respect to affected employees) as of the date of this AgreementDelayed Transfer Date, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with as the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior case may be. Subject to the expiration of such six month-period or (ii) does not foregoing, those Offered Employees who accept an offer of employment from Purchaser as described above and become so employed as of the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be, shall be referred to herein as “Transferred Employees”. To the extent that is conditioned upon such Business an Offered Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such has accepted an offer of employment effective as of the Delayed Transfer Date, the Purchaser Parties shall become promptly upon written request after the applicable Delayed Transfer Date reimburse Seller on an after-Tax basis for the expense of employment continuation from the Offer Effective Time through the applicable Delayed Transfer Date in accordance with the base wages or salaries specified for such Offered Employee in the employee information described in Section 3.22(a) and made available to the Purchaser Parties as of Purchaser or one of its Affiliates on the date hereof, as the same may be modified prior to the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “consistent with the limitations of Section 5.2(y)(l).

Employee Matters. (aSection 6.9(l) Within a reasonable period of time (but not less than fourteen (14) days) prior the Asset Purchase Agreement is amended by adding to the Closing Dateend of such section the following: “Notwithstanding anything set forth in this Section 6.9(l) or this Agreement to the contrary, Purchaser shall offer employment with Purchaser each Transition Employee who provides services to the Buyer or one any of its Affiliates (other than System Hotel Employees or Contract Employees), and each Transferred Employee who provides services to each Business Employee on terms the Sellers or any of their Affiliates (other than System Hotel Employees or Contract Employees), whose employment is terminated without cause by their respective employer upon the termination of the provision of their services to the applicable Person, shall be entitled, in addition to any other severance pay and conditions that satisfy the requirements benefits to which they may be entitled under any other severance plan or arrangement of Section 5.5. Purchaser their respective employer, to a lump sum payment equal to six (6) weeks of their base salary or one of its Affiliateswages, as applicable (at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform rate in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds effect as of the date of this Agreementtermination) (the “Severance Bonus”), and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory payable promptly after such termination of employment arrangements with the Business Employeesby their respective employer; provided, however, that the Sellers and their Affiliates shall be liable for, and, if the payor of any such restrictions Severance Bonus is the Buyer, shall not apply be responsible for prompt reimbursement to the Buyer of, one hundred percent (100%) of any Severance Bonus paid to any Business such Transition Employee who either (i) is terminated by Purchaser prior or Transferred Employee. In addition to the expiration foregoing, and notwithstanding anything set forth in this Section 6.9(l) or this Agreement to the contrary, Buyer shall pay each Transferred Employee (other than System Hotel Employees or Contract Employees), a lump sum payment, at such time as annual bonuses would otherwise be paid consistent with past practice, an amount equal to the pro rata portion of the annual bonus that such six month-period or Transferred Employee would otherwise be entitled to receive in respect of calendar year 2005 (ii) does not accept an offer of employment from Purchaser that which amount is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates pro rated based on the number of days in calendar year 2005 occurring through the Closing Date and is referred Date, relative to as a “Domestic 365), such that the sum of all pro rated annual bonus amounts payable to all Transferred Employee” if on a United States payroll or a “Employees by Buyer shall be equal to at least $666,220.00.”

Employee Matters. (a) Within a reasonable period Effective as of time the Closing Date, Seller will terminate the employment of all of its Employees. Buyer shall make offers of employment to each Employee, except where any such offer would violate applicable Laws, including U.S. immigration Laws. The terms of Buyer’s offers of employment to Employees pursuant to Section 7.11 shall include compensation and employee benefits as Buyer may determine in its sole discretion; provided that: (but i) Buyer shall not less terminate the employment of any Employee who accepts Buyer’s offer of employment (other than fourteen (14) daysfor cause, which shall be determined in Buyer’s sole discretion) prior to the six-month anniversary of the Closing Date; and (ii) the initial base salary of Employees who accept Buyer’s offer of employment shall be the same as in effect immediately prior to the Closing, Purchaser and employee benefits for Employees who accept Buyer’s offer of employment shall, in the aggregate, have a value comparable to the aggregate value of the employee benefits in effect for such Employees immediately prior to the Closing. Additionally, Buyer agrees that it shall provide each Employee who accepts Buyer’s offer of employment with Purchaser service credit for the full amount of such Employee’s uninterrupted service with Seller prior to the Closing Date for purposes of: (i) eligibility and vesting (but not benefit accrual) under Buyer’s employee benefit plans, and (ii) rights to paid vacation time under Buyer’s vacation policy. Except as expressly set forth herein, nothing in this Section 7.11 or one otherwise in this Agreement shall obligate the Buyer to continue any term or condition of employment or any employee benefit plan, program or arrangement for any period of time or to employ any Employee for any period of time. Buyer shall make reasonable efforts to cause the health insurance carrier for its Affiliates employee group health plan to (i) waive any pre-existing condition limitation under any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by the Buyer in which any Employee who accepts Buyer’s offer of employment and their eligible dependents participate and (ii) provide each Business such employee and their eligible dependents with credit for any co-payments and deductibles paid by any of them during the relevant portion of the plan year prior to the Closing Date in order to satisfy any applicable deductible or out-of-pocket requirements under any employee welfare benefit plans in which any such employee and their eligible dependents participate after the Closing Date. Seller will upon reasonable request by Buyer provide to Buyer all information regarding each Employee on terms and conditions that as may be necessary for Buyer to satisfy the requirements of this Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “7.11.

Employee Matters. (a) Within The parties acknowledge that, in connection with the sale and transfer of the Business hereunder, Buyer shall extend offers of employment, conditional upon the Closing, to each of Seller’s current employees set forth on Schedule 7.1(a) (the “Business Employees”) concurrently with the execution of this Agreement. Such offers of employment shall be substantially equivalent to the proposed terms set forth Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. in Schedule 7.1(a), and must be accepted or rejected by the respective Business Employee on or before the Closing Date. The Business Employees who agree to accept employment with Buyer are referred to herein as the “Transferred Employees.” In all respects Transferred Employees shall be employees “at will” of Buyer. Seller shall terminate the employment of any Business Employee who does become a reasonable period Transferred Employee, and, additionally, shall terminate the employment of time (but not less than fourteen (14) days) any Business Employee who rejects Biotage’s offer without the right to severance from Caliper. [***]. Each Transferred Employee will be given credit by Buyer for his or her years of service with Seller. Additionally, Buyer shall pay severance, in an amount set forth in Schedule 7.1(a), to any Transferred Employee who is terminated by Buyer without cause prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(atwelve (12) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as month anniversary of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration hire of such six month-period Transferred Employee by Buyer. Notwithstanding the foregoing, nothing herein shall be construed to limit the ability of Buyer to terminate any Transferred Employee at any time for any reason, or (ii) does not accept an offer to change the terms and conditions of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Transferred Employee’s current employment location. Each Business Employee who accepts ; provided that no such offer of employment change shall become an employee of Purchaser or one of its Affiliates on abridge the Closing Date and is referred benefits to as a “Domestic be given to Transferred Employee” if on a United States payroll or a “Employees herein .

Employee Matters. (a) Within a reasonable period Purchaser has identified in writing certain employees of time Seller that it desires to hire and to which Purchaser may make an offer of employment (but not less than fourteen (14) days) prior the “Retained Employees”), provided that Purchaser shall have no obligation to hire any such Retained Employee. In connection with the Closing Dateforegoing, Purchaser shall offer employment with Purchaser or one has designated Xxxxx Xxxxxxx and Xxxx Xxxxxx as key employees of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business (the “ Key Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement”), and Seller may not object to Purchaser making an offer of employment to the Key Employees. In addition, Seller may not object to Purchaser making an offer of employment if it so desires to Xxxxx Xxxxxxx, although Xx. Xxxxxxx shall and shall cause its Affiliates not be a Key Employee hereunder. Seller agrees to reasonably (i) use reasonable efforts to cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with Purchaser’s recruitment of the Business Retained Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer terminate the employment of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates the Retained Employees with Seller on the Closing Date and to pay any and all liabilities relating to such termination, including, without limitation any payments and benefits due such Retained Employees pursuant to accrued salary and wages, pension, retirement, savings, health, vacation, welfare and other benefits and severance payments or similar payments of the Retained Employees, and (iii) provide to each Retained Employee any notice (which notice shall be reasonably acceptable to Purchaser) required under any law or regulations in respect of such termination including, without limitation the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Purchaser agrees that it will make offers of employment to Retained Employees in good faith, with salary and bonus compensation that is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “no less favorable than that provided by Seller and equity compensation that is commensurate with other similarly situated employees of Purchaser.

Employee Matters. (a) Within Effective as of the Closing, the Acquirors shall offer to employ on an at-will basis each of the primary-care business unit field sales force and management personnel and internal Elan personnel dedicated to the Businesses, in each case as set forth on Schedule 8.10 of the Elan Disclosure Schedule (collectively, the "Employees") who is actively employed as of the Closing, in each case with substantially the same responsibilities and duties and at a reasonable period of time (but total base salary plus target bonus opportunity or hourly rate not less than fourteen (14) days) the total base salary plus target bonus opportunity or hourly rate then applicable to such Employee immediately prior to the Closing DateClosing, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds commence as of the date Closing. Such offers of employment shall be delivered to applicable Employees prior to the Closing. For purposes of this AgreementSection 8.10(a), an Employee will be treated as "actively employed" if as of the Closing such person is actively at work, or on vacation, holiday, jury duty, military leave, sick leave (not including short-term or long-term disability) or bereavement leave. In addition, each Employee who as of the Closing is not actively employed but is on an approved leave of absence (other than long-term disability), and Seller shall and shall cause its Affiliates who within 120 days following the Closing presents himself or herself to reasonably cooperate with Purchaser in its efforts the Acquirors as ready to secure satisfactory commence active employment arrangements with the Business Employees; providedAcquirors, however, that shall at such restrictions time also be offered employment on an at-will basis on the terms set forth above. The Acquirors shall not apply be required to offer to employ any Business Employee who either (i) is terminated by Purchaser prior to on long-term disability as of the expiration of such six month-period Closing or (ii) does not accept is on short-term disability as of the Closing and goes on long-term disability prior to returning to active employment with the Elan Companies. Except as specifically provided in this Section 8.10(a), Acquirors shall determine in their sole discretion the terms and conditions of employment to be offered to Employees. Effective as of the Closing, the Elan Companies shall terminate the employment of each Employee who receives an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationthe Acquirors in accordance with this Section 8.10(a). Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on becomes employed by the Closing Date and Acquirors is herein referred to as a “Domestic Transferred "Hired Employee” if on a United States payroll or a “".

Employee Matters. (a) Within Tyler shall assume, honor and fulfill all of NIC Plans and other compensatory Contracts in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended or terminated as permitted pursuant to the terms of such NIC Plans (or compensatory Contracts) and this Agreement. (b) Effective as of the Effective Time and through December 31, 2021, Tyler shall provide to each employee of NIC or a reasonable period NIC Subsidiary who continues to be employed by Tyler or any Subsidiary thereof following the Closing (each, a “Continuing Employee”), (i) base salary or wage rate, bonus and other cash incentive compensation opportunities that are no less favorable than the base salary or wage rate, bonus and other cash incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing, (ii) equity incentive awards with a target value no less favorable than the target value of time the equity incentive awards provided to such Continuing Employee immediately prior to the Closing, (iii) employee benefits (including severance and health and welfare benefits, but not excluding defined benefit pension plan benefits) that are, in the aggregate, no less favorable to such Continuing Employee than fourteen (14) days) those in effect for such Continuing Employee immediately prior to the Closing Dateand (iv) retirement benefits that are, Purchaser shall offer employment with Purchaser or one of its Affiliates in the aggregate, no less favorable to each Business such Continuing Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends than those in effect for such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Continuing Employee who either (i) is terminated by Purchaser immediately prior to the expiration Closing. (c) For all purposes (including purposes of vesting, eligibility to participate and level of benefits, but expressly not for the purpose of extending the period set forth in Section 6.11(b) or the items covered therein) under the employee benefit plans of Tyler and its Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “New Plans”), each Continuing Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with NIC and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such six month-period Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar NIC Plan in which such Continuing Employee participated or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred was eligible to as a “Domestic Transferred Employee” if on a United States payroll or a “participate

Employee Matters. (a) Within For a reasonable period of time (but not less than fourteen one (141) days) year following the Closing Date, the Purchaser shall, or shall cause the Acquired Companies to, provide all individuals who are employees of the Acquired Companies immediately prior to the Closing Dateso long as they remain employees of the Purchaser, Purchaser shall offer employment the Acquired Companies or any of their Affiliates (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (taken as a whole, the “Affected Employees”), with Purchaser (i) annual base salary or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions hourly wage rates substantially comparable to the Business Employees, which shall conform annual base salary or hourly wage rates as in all respects with Section 5.5. Purchaser shall consult with Seller effect for such Affected Employee immediately prior to extending employment offers with respect the Closing and (ii) other employee benefits (whether pursuant to communicating benefit plans maintained by the offers to Purchaser, the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, Acquired Companies or reassign any other Affiliate of the individuals listed on Schedule 1.1(aPurchaser) to or for an employment or consulting position at Seller or its Affiliates other that are no less favorable, in the aggregate, than the position other employee benefits that such individual holds as are provided generally to similarly situated employees of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business EmployeesPurchaser; provided, however, that such restrictions shall not apply (x) for purposes of determining “other employee benefits” required to any Business Employee who either (i) is terminated by Purchaser prior be provided pursuant to the expiration of such six month-period or clause (ii) does not accept an offer of employment from Purchaser above, incentive compensation, change in control bonuses, supplemental executive retirement benefits and any benefits that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates may result in excise taxes being imposed on the Acquired Companies shall be excluded. Nothing contained in this Section 4.5 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date nor to preclude the Purchaser, the Acquired Companies or any of their Affiliates from terminating the employment of any Affected Employee for any reason or for no reason at any time following the Closing. Additionally, nothing contained in this Section 4.5 shall be deemed to grant any Affected Employee any right to any specific type or amount of, or eligibility for, any compensation or benefit under any specific incentive compensation plan or employee benefit plan. [*****] Confidential material redacted and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “separately filed with the Securities and Exchange Commission 41

Employee Matters. Not later than ten (a10) Within a reasonable period of time (but not less than fourteen (14) days) Business Days prior to the Closing Date, Purchaser Buyer shall offer employment with Purchaser offer, or one of cause its Affiliates to offer, in writing employment to each Business Employee Employee, effective as of immediately following the Closing, other than the Employees set forth on terms and conditions that satisfy the requirements Schedule 7.6. Such written offer of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers include with respect to communicating each Employee (i) at least the offers same base salary or wage rate and target cash incentive opportunities (other than any retention or change-of-control incentive opportunities) as were provided to such employee by Seller and its Affiliates immediately prior to the Business EmployeesClosing Date and (ii) such health, welfare and retirement benefits (including dental and vision benefits) that are at least substantially equivalent to those provided in the Seller Plans and all other employee benefits, if any, that are offered to similarly situated employees of Buyer under the Buyer Plans. During Each Employee who accepts Buyer’s offer of employment shall become as of the period from the date hereof until the date that is six months after Closing Date a transferred employee (“Transferred Employee”). As of the Closing, Seller shall notterminate the employment of each Transferred Employee, and release, from and following the Closing, each Transferred Employee from any non-competition or non-solicitation obligation, or any confidentiality obligation with respect to any confidential information of the Business, owed to Seller or any of its Affiliates (other than the Acquired Companies) (whether under Seller’s Senior Officer Severance Plan or under any other Contract, plan or policy). Effective as of the Closing Date, the Transferred Employees shall cease participation in any and all employee benefit plans provided by Seller and its Affiliates immediately before the Closing Date (other than the Retention Plans) (“Seller Plans”), and all employee benefits provided to the Transferred Employees shall be provided to the Transferred Employees under employee benefit plans sponsored, maintained or otherwise provided by Buyer or its Affiliates (the “Buyer Plans”). Each Transferred Employee shall be eligible to participate, effective as of the Closing Date, and without any waiting time, in any and all Buyer Plans to the extent coverage under such Buyer Plan replaces coverage under a comparable Seller Plan in which such Transferred Employee participated immediately before the Closing. Buyer shall, or shall cause its Affiliates not to, solicitcredit Transferred Employees for service earned on and prior to the Closing Date with Seller and its Affiliates, transfer, hire, or reassign and any of the individuals listed on Schedule 1.1(a) their respective predecessors, in addition to or for an employment or consulting position at Seller or service earned with Buyer and its Affiliates on or after the Closing Date, to the extent that service is relevant for purposes of eligibility, vesting or the calculation of vacation, sick days, severance, layoff and other than benefits (but not for purposes of defined benefit pension benefit accruals or of benefits under any post-retirement or post-employment welfare plan) under any Buyer Plan. On the position that Closing Date, prior to the Closing, Seller shall pay to each Transferred Employee an amount equal to the value of any vacation, Paid Personal Leave or other paid time (as applicable) accrued by such individual holds Transferred Employee under the applicable policy of Seller, but unused, as of the date Closing Date. For purposes of this Agreementeach Buyer Plan, Buyer shall cause all preexisting condition exclusions of such Buyer Plan to be waived for such employee and his or her covered dependents to the extent waived under the Seller Plans. Exhibit 2.1 Seller will be responsible for any severance or termination-related liabilities and any liability incurred under the WARN Act, in each case with respect to any Service Provider who does not become a Transferred Employee. Buyer will be responsible for any severance or termination-related liabilities and any liability incurred under the WARN Act that is incurred or accrued following the Closing, in each case with respect to any Transferred Employee. On or before the Closing Date, Seller shall provide Buyer with a true and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory complete list, by date and location, of employees who have experienced or will experience an employment arrangements with loss or layoff (as defined under the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either WARN Act) within the ninety (i90) is terminated by Purchaser days prior to the expiration Closing Date at any site owned or leased by Seller or any Acquired Company where Transferred Employees will be located after the Closing. The provisions of such six month-this Section 7.6 are for the benefit of Buyer and Seller only, and no employee or other Service Provider of Seller or any Acquired Company shall have any rights under this Section 7.6. Nothing herein expressed or implied shall be deemed an amendment of any employee benefit plan, constitute the establishment of any other employee benefit plan, or otherwise confer upon any employee of Seller or any Acquired Company, or any legal representatives or beneficiaries thereof, any rights or remedies, including any right to employment or continued employment for any specified period or (ii) does not accept an offer to be covered under or by any employee benefit plan or arrangement, or shall cause the employment status of employment from Purchaser that is conditioned upon such Business Employee relocating more any employee to be other than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “terminable at will.

Employee Matters. Buyer shall offer employment to all employees of Seller listed on Schedule 3.4.8, (a) Within a reasonable period of time (the "Transferred Employees"). On the date hereof, Buyer shall have the right, but not less than fourteen the obligation, to hire each of the other employees of the Business including those employees on short term disability or workers' compensation leave who are released to return to work by November 1, 1998 (14) days) the "Other Employees"). The total compensation contained in the offer of employment to such Transferred Employees shall be substantially equivalent to the total compensation provided by Seller to such employees immediately prior to the Closing Datedate hereof. Except as provided in Section 3.4.8, Purchaser shall offer employment with Purchaser or one of Buyer, in its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offerssole discretion, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During determine the period from of employment for each Transferred Employee and the date hereof until Other Employees hired by Buyer and the date parties acknowledge that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date hereof the Transferred Employees and the Other Employees shall cease to be employees of Seller. Buyer shall be responsible for all claims, causes of action, judgments, damages including reasonable attorney fees, penalties and liabilities including severance payments, if any (other than the severance obligations contained in the agreements listed on Schedule 2.6.2), arising out of, resulting from or related to the employment, offer of employment or termination of the Transferred Employees and the Other Employees after the date hereof, and Buyer shall indemnify and hold Seller harmless from and against any such claims, including without limitation, "WARN" Act claims, claims of constructive termination or otherwise arising from the transactions contemplated by this Agreement. Buyer shall not be responsible for any claims or liabilities arising out of, resulting from or related to Seller's employment of the Transferred Employees or the Other Employees prior to the date hereof and Seller shall indemnify and shall cause its Affiliates hold Buyer harmless from and against any such claims. Notwithstanding the foregoing, to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the extent that any employees of the Business Employees; providedwho are on short term disability or workers' compensation leave as of the date hereof do not return to work due to circumstances beyond the control of Buyer by November 1, however1998, that Seller shall indemnify and hold Buyer harmless for all costs and expenses incurred by Buyer after November 1, 1998 with respect to such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “employees.

Employee Matters. (a) Within (i) Seller shall cause all Business Employees who are not Sale Entity Employees or TSA Support Employees to be transferred into a reasonable period of time (but not less than fourteen (14) days) Sale Entity prior to the Closing DateDate;(ii) Buyer shall cause all TSA Support Employees with a primary office location immediately prior to Closing in Ohio, Purchaser shall offer employment with Purchaser Utah, Wyoming, West Virginia, South Carolina or one of its Affiliates North Carolina to each receive a Post-Closing Offer at least fifteen (15) Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions Days prior to the Business completion of individual elements of the Transition Services Agreement; and (iii) Buyer may, in its sole discretion, issue a Post-Closing Offer to any of the remaining TSA Support Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller be issued at least fifteen (15) Business Days prior to extending the completion of individual elements of the Transition Services Agreement. Each such Post-Closing Offer shall be subject to and conditioned upon Closing and completion of the individual elements of the Transition Services Agreement and the satisfaction of the Post-Closing Employer’s standard applicable pre-employment offers screening processes, including with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date any applicable background checks and drug testing, which screening shall not be applied in a manner that is six months after the Closing, more stringent than as is applied to similarly-situated prospective employees of Buyer and its Affiliates. Seller shall not, and shall cause its Affiliates shall not to, solicit, transfer, hire, interfere with any such employment offer or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, negotiations by Xxxxx and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employ any TSA Support Employee or discourage any TSA Support Employee from accepting employment arrangements with the Business EmployeesPost-Closing Employer; provided, however, provided that such restrictions shall not apply with respect to any Business Employee who either who, as of the Closing Date, is not active and is receiving wage replacement benefits (iexcept as provided in Section 5.6(s) is terminated by Purchaser prior with respect to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts workers’ compensation benefits), such offer of employment shall become an be contingent and effective upon the employee’s return to active employment, provided such return to employment occurs within six (6) months after the Closing Date. To the extent that Buyer does not extend a Post-Closing Offer to any TSA Support Employees, and such employees are paid severance by Seller, Buyer shall reimburse Seller for the lesser of (x) the amount of such payment or (y) the amount such employee would have received if such employee had been on Post-Closing Employer’s severance programs. Notwithstanding the foregoing, Seller may, in its sole discretion, decide to keep all or any portion of Purchaser or one of the Business Employees employed with Seller and its Affiliates on for a period running concurrently with the term of the Transition Services Agreement (including any extensions thereto), in which case those Business Employees kept for support will become TSA Support Employees, in order to facilitate administration of the Transition Services Agreement with respect to post-Closing services, if any, and lease such employees to Buyer during such period pursuant to the Transition Services Agreement or a separate employee leasing agreement, with Buyer reimbursing Seller for the costs of continuing to employ such employees during such period in accordance with such agreement. With respect to any such leased employee, any references in this Section 5.6 to the “Closing Date” or similar shall refer instead to the last day of such leasing period, provided that the Continuation Period for any TSA Support Employee shall be measured from the actual Closing Date and is referred rather than the end of the leasing period. Buyer shall cause each Business Employee to as complete a “Domestic Transferred Employee” if on a United States payroll or a “USCIS Form I-9 at the time of employment with Post-Closing Employer.

Employee Matters. 73. No later than ten (a10) Within a reasonable period of time (but not less than fourteen (14) days) days prior to the Closing Date, Seller shall provide to Purchaser an updated, current copy of Schedule 1.01(a) and the Business Employee Information which information shall be considered to be final as of the Closing Date for all purposes under this Section 7.07. Prior to the Closing Date, Purchaser shall, or shall cause any applicable Affiliates or its designee to make offers of employment (each, an “Employment Offer”) to each of the Business Employees, including employees hired after the Effective Date who otherwise meet the definition of Business Employee. Each such Employment Offer shall be (i) for a position having comparable job duties and the same primary work location as held by the applicable Business Employee as of immediately prior to the Closing Date, and (ii) for employment commencing immediately following the Closing and shall advise the recipient that by accepting the offer employment with and commencing employment, he or she is agreeing that his or her personnel records will be transferred to the employing entity. The Business Employees who timely accept the terms and conditions of such Employment Offer and who are employed by Purchaser or one any of its Affiliates or its designee in accordance with such Employment Offers are hereinafter referred to each Business Employee as the “Continuing Employees.” Prior to the Closing Date, Purchaser may, or may cause any applicable Affiliates or its designee, to make offers of employment, in its sole and absolute discretion (and on terms and conditions that satisfy which are determined in its sole and absolute discretion) and with the requirements prior written consent of Section 5.5. Seller, to other employees or service providers of Seller who are involved in the Business; Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates or designee not to, solicitdirectly or indirectly, transfer, hire, solicit for employment any such other employee or reassign any service providers of Seller absent the individuals listed on Schedule 1.1(a) to prior written consent of Seller. Any such other employee or for an employment or consulting position at service provider of Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts the terms and conditions of such offer of employment shall become an employee of employment, and who is employed by Purchaser or one any of its Affiliates on the Closing Date and or its designee in accordance with such offer, is hereinafter referred to as a an “Domestic Transferred Optional Employee.” if on a United States payroll Seller shall release each Continuing Employee and each Optional Employee from any confidentiality agreement or a “other agreement solely as it applies to Purchaser and solely with respect to matters relating to the Business, any Holdco, any Project Company, or the sale of the Facilities that may interfere with such Continuing Employee’s or Optional Employee’s employment with Purchaser or such Affiliate or designee.

Employee Matters. (a) Within a reasonable period At Closing, Purchaser may, but shall not be obligated to, assume and adopt the Collective Bargaining Agreements. Purchaser may, but shall not be obligated to, offer employment to all of time the employees of Seller or its Affiliate at the Property covered by the Collective Bargaining Agreements and previously identified by Seller to Purchaser (but not the “Specified Employees”). Purchaser shall, no less than fourteen twenty (1420) daysdays before the Closing, notify Seller in writing as to (a) prior to whether it will assume the Closing Date, Purchaser shall Collective Bargaining Agreements and offer employment with to all of the Specified Employees, or (b) not assume the Collective Bargaining Agreements and/or offer employment to all of the Specified Employees. In the event Purchaser or one has not notified the Seller in writing of its Affiliates intent to each Business Employee on terms assume the Collective Bargaining Agreements and conditions that satisfy offer employment to all of the requirements Specified Employees, Seller shall, no less than fifteen (15) days before the Closing, provide to Purchaser a full and accurate list of Section 5.5. Purchaser or one of its Affiliates, the Specified Employees at the time it extends such Property as of that date with name, address, date of hire and employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5classification. Purchaser shall consult be solely responsible for providing any notice required under the federal Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and/or New York State WARN Act (collectively, “WARN”), with Seller prior to extending employment offers with respect to communicating the offers regard to the Business Employees. During termination of any employees at the period from the date hereof until the date that is six months after the Property upon Closing, Seller shall not, and shall cause indemnify, defend and hold Seller and its Affiliates harmless from any claim or liability (including costs and reasonable attorney’s fees incurred) that WARN notice was not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at properly given by Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Closing.

Employee Matters. (a) Within Subject to the exclusions set forth in this Section, Buyer may communicate (after consulting with management of ITG) directly with any employees of any Seller and may offer, or cause its Affiliates to offer, to employ as of the Closing Date any active employees of any Seller working at the Business on the Closing Date. Buyer, within its sole discretion, shall determine which, if any, such employees of Sellers shall be offered employment. It is the intent of Buyer to make offers of employment to operating and administrative employees of Sellers listed on Schedule 5.04 on terms and conditions which are generally comparable to similarly situated employees of Buyer. Subject to approval of the Retention Plan, Buyer will grant each Hired Employee, upon and subject to such employee becoming a reasonable period Hired Employee, one (1) week's paid vacation. Buyer will not be responsible for any termination, severance, salary or other benefits owed to the Hired Employees as a result of time (but not less than fourteen (14) days) their employment by any Seller prior to the Closing Date. Sellers acknowledge that all employment offers are subject to the satisfactory completion by Buyer of its customary employee background checks, including, if applicable, pre-employment drug and alcohol screening. Nothing contained in this Section 5.04 or elsewhere in this Agreement shall be deemed to limit or otherwise affect in any manner the right of Buyer or any Affiliate of Buyer to terminate at will the employment of any Hired Employee. Except as provided in this Agreement, Sellers shall be solely responsible for and pay any and all liabilities or obligations arising under the WARN Act, if any, arising out of or resulting from layoffs of employees on or prior to the Closing Date, Purchaser or in connection with or resulting from the consummation of the Transaction, and Sellers shall offer employment remain liable for any and all costs and expenses associated with Purchaser continued employment, or one termination and severance, of its Affiliates to each Business Employee on terms and conditions that satisfy all employees of Sellers other than the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Hired Employees, which shall conform in all respects including any obligation imposed on Sellers or Buyer to provide such employees with Section 5.5continued health, disability, life or other retirement benefits (whether covered by insurance or not). Purchaser shall consult with Seller prior to extending employment offers Sellers hereby, jointly and severally, indemnify, defend and hold Buyer harmless from and against any COBRA liability with respect to communicating any current or former employee of any Seller, or qualified beneficiary of such employee, other than the offers to the Business EmployeesHired Employees and their qualified beneficiaries. During the period from the date hereof until the date that is six months after the Closing, Seller Buyer shall not, at any time prior to ninety (90) days after the Closing Date, without complying fully with the notice and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any other requirements of the individuals listed on Schedule 1.1(aWARN Act, effectuate (i) to or for an a "plant closing," as defined in the WARN Act, affecting any site of employment or consulting position at Seller one or its Affiliates other than the position that such individual holds as more facilities or operating units within any site of employment of the date Business; or (ii) a "mass layoff," as defined in the WARN Act, affecting any site of this Agreement, and Seller shall and shall cause its Affiliates employment of the Business; or any similar action under applicable state or foreign law requiring notice to reasonably cooperate with Purchaser employees in its efforts to secure satisfactory employment arrangements with the Business Employeesevent of a plant closing or layoff; provided, however, that such restrictions shall not apply to Sellers remain solely liable for any Business Employee who either WARN or similar liabilities arising as a result of the termination of its or their employees at or before Closing as a result of the Transaction, or arising out of any other event on or before Closing or any other Seller action. To the extent (i) is terminated by Purchaser prior but only to the expiration extent) that the assets of such six month-period or Sellers' 401(k) plan with respect to the employees of the Business are not directly transferred to Buyer's 401(k) plan by a Code section 414(l) asset transfer, Seller shall one hundred percent (ii100%) does not accept an offer vest the accounts of employment from Purchaser that is conditioned upon such all participants in Seller's 401(k) plan who are employees of the Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred who and whose accounts are not directly transferred to as Buyer's 401(k) plan by a “Domestic Transferred Employee” if on a United States payroll or a “Code section 414(l) transfer; provided, however, the transfers may only be made in respect of participants in Sellers' 401(k) plan who become Hired Employees.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions Buyer acknowledges that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to Seller operates the Business through the services of employees (the “Leased Employees, which shall conform in all respects with Section 5.5”) leased from a third-party (the “Leasing Company”). Purchaser shall consult with Seller prior The parties understand that the Leasing Company intends to extending employment offers terminate the leases with respect to communicating the offers Leased Employees at Closing. On the Effective Date, Receiver and Seller shall give notice to the Business EmployeesLeased Employees that Buyer has entered into this Agreement to acquire the Plant. During the period from between the date hereof until the date that is six months after the Effective Date and Closing, Seller Buyer shall not, be afforded an opportunity to meet with and shall cause its Affiliates not to, solicit, transfer, hire, interview any or reassign any all of the individuals listed Leased Employees during regular Business hours, on Schedule 1.1(a) dates and at times to or be coordinated with Seller, to interview the employees for an employment or consulting position at Seller or its Affiliates other than positions with Buyer after Closing and to explain Xxxxx’s employee benefit programs to the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employeesemployees; provided, however, that such restrictions Buyer shall not apply have no obligation to offer employment to any Business of the Leased Employees. Buyer shall notify Seller in writing (the “Employee who either Notice”) within thirty (i30) days after execution of this Agreement of those Leased Employees to whom Buyer (or an Affiliate of Buyer) will offer employment, contingent on Closing occurring (“Retained Employees”). The Receiver and Seller will be free, at any time after the Employee Notice is terminated by Purchaser prior given, to terminate the expiration of such six monthleases with respect to any non-period or (ii) does not accept an offer of Retained Employees. On the Closing Date, Receiver and Seller shall terminate the leases with respect to, and obtain the release from employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates of, the Retained Employees in order for Buyer to hire and employ the Retained Employees on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Date.

Employee Matters. (a) Within For the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (or such earlier date as a reasonable period Business Employee’s employment with the Company Subsidiary and its Affiliates terminates), Purchaser shall provide, or shall cause the Company Subsidiary or one of time their Affiliates to provide, the Business Employees with substantially the same terms and conditions of employment, including a rate of base salary, base wages or other base compensation, short-term bonus opportunity (but not including any annual cash bonus opportunity, if applicable) and aggregate employee benefits (excluding equity, equity-based or other long-term incentive awards) that are, in each case, no less favorable than fourteen (14) days) that as in effect for each such employee immediately prior to the Closing Date. Upon a return to active employment with Seller and its Affiliates by any Leave Employee, Purchaser shall, or shall cause one of its Affiliates to, offer employment to such Leave Employee with substantially the same terms and conditions of employment, including a rate of base salary, base wages or other base compensation, short-term bonus opportunity (including any annual cash bonus opportunity, if applicable) and aggregate employee benefits (excluding equity, equity-based or other long-term incentive awards) that are, in each case, no less favorable than that as in effect for such Leave Employee immediately prior to such Leave Employee’s date of termination with Seller and its Affiliates. The offer of employment to a Leave Employee shall provide for employment commencing as of the date that such Leave Employee returns to active employment. Purchaser shall provide Seller with the opportunity to review and comment upon such employment offers and consider in good faith all such comments. Each Leave Employee who accepts an offer of employment with Purchaser or one of its Affiliates shall be deemed to each be a Business Employee for purposes of this Section 5.9 (other than Section 5.9(g)) beginning on terms and conditions that satisfy the requirements his or her date of Section 5.5. hire with Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “.

Employee Matters. (a) Within a reasonable period Except as otherwise required by applicable Law or the terms of time (but not less than fourteen (14) days) prior to the applicable Seller Employee Plan, effective as of the Closing Date, Purchaser the Employees shall cease to be covered as active participants by the Seller Employee Plans. Buyer or its Affiliate shall offer employment effective as of the Closing Date to each Employee in accordance with Purchaser the terms and conditions set forth in this Section 4.7. The employment of all Employees with Seller shall terminate effective as of the Closing Date. Each such Employee who accepts an offer of employment from Buyer or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such commences employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser Buyer or one of its Affiliates on shall be referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, nothing contemplated by this Agreement shall be construed as requiring either Buyer or any of its Affiliates to be obligated to continue the employment of any Transferred Employee for any period after the Closing Date or in any way limit Buyer’s or any of its Affiliates’ right to terminate the employment of any Transferred Employee or change the terms and is referred conditions of employment of any Transferred Employee at any time following the Closing for any reason (or no reason). Seller shall, effective as of the Closing Date, release each of the Transferred Employees from and, if requested by Buyer, assign to as a “Domestic Buyer its rights under any non-competition, non-solicitation, confidentiality and similar restrictive covenants or agreements previously entered into between Seller or its Affiliates and such Transferred Employee” if on a United States payroll or a “Employees. Seller shall deliver to Buyer upon written request, within five (5) Business Days after receipt of such request, written evidence, in form and substance satisfactory to Buyer, of the release and assignment described in the immediately preceding sentence. Seller and xXXxX*s acknowledge and agree that the non-solicitation restrictions in the Confidentiality Agreements do not apply with respect to the Transferred Employees.

Employee Matters. (a) a. Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, update Section 15(o)(ii) of the Seller Disclosure Letter to reflect (i) the addition of any additional employees of Seller or reassign any of its Affiliates, if any, who provide services principally in or in support of the individuals Business (each, an “Additional Business Employee”) and (ii) the removal of any employees listed as Business Employees on Schedule 1.1(aSection 15(o)(ii) to or for an employment or consulting position at of the Seller or its Affiliates other than the position that such individual holds Disclosure Letter as of the date of this Agreement, if any, with respect to whom employment shall not transfer in the Transaction with an OpCo Acquired Entity (each, an “Excluded Business Employee”). Prior to the Closing, Seller and Seller shall and shall cause its Affiliates shall (A) subject to reasonably cooperate with Purchaser in its efforts the following proviso, transfer to secure satisfactory an OpCo Acquired Company or Subsidiary thereof the employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to of any Business Employee who either as of the date hereof is not employed by a Specified Entity, and (iB) transfer to the Seller or any of its Affiliates (other than any Specified Entity) the employment of each Excluded Business Employee; provided that the transfer of Additional Business Employees and the exclusion of Excluded Business Employees shall be, in each case, subject to the consent of OpCo Purchaser (or its designee) in its reasonable discretion following good faith discussions between Seller and OpCo Purchaser. Following any such update to Section 15(o)(ii) of the Seller Disclosure Letter, each Additional Business Employee shall be a Business Employee for all purposes hereunder, and each Excluded Business Employee shall no longer be a Business Employee for any purpose hereunder. At Closing, the OpCo Acquired Companies will continue to employ each Business Employee who is terminated employed by Purchaser an OpCo Acquired Company immediately prior to the expiration of such six month-period or Closing (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from each such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as , a “Domestic Transferred Continuing Employee” if on a United States payroll or a “”).

Employee Matters. As of the Closing, each Seller shall terminate the employment of all employees of such Seller (athe “Pre-Closing Employees”) Within a reasonable period of time (but not less than fourteen (14) days) prior and shall be solely responsible for satisfying any Liabilities that such Seller may have to the Pre-Closing DateEmployees (other than those included as Current Liabilities) (the “Non Assumed Pre-Closing Employee Liabilities”). The Buyer shall, Purchaser shall subject to the Buyer’s receipt of background checks satisfactory to the Buyer using the standard practices for the employees of the Buyer, offer employment with Purchaser or one as of its Affiliates the Closing to each Business Employee certain Pre-Closing Employees and such offers of employment shall be on terms and conditions that satisfy and with such benefits as the requirements Buyer shall determine (the “Transferred Employees”), and the Sellers shall assist the Buyer in its efforts to hire such employees, including by providing the Buyer with access to such employees and the personnel records of Section 5.5such employees, encouraging such employees to accept offers of employment from the Buyer and not taking any action which would reasonably be expected to impede, hinder, interfere or otherwise compete with the Buyer’s efforts to hire such employees. Purchaser or one of its Affiliates, at the time it extends such employment offers, The Buyer shall provide appropriate information regarding employment terms and conditions deliver to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller Sellers a list of those Pre-Closing Employees on or prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement. The Sellers shall be responsible for providing notices and continuation of coverage that is or may be required to be provided to each individual who is or becomes an “M&A Qualified Beneficiary”, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser as defined in its efforts to secure satisfactory employment arrangements Treasury Regulation Section 54.4980B-9, in connection with the Business Employees; providedconsummation of the Transactions. Nothing herein express or implied shall be deemed to require the Buyer to employ any such person for any period of time or on any particular terms and conditions. The Buyer and the Sellers hereby acknowledge and agree that all provisions contained in this Section 6.7 are included for the sole benefit of the Buyer and the Sellers and that nothing in this Section 6.7, howeverwhether express or implied, that such restrictions shall not apply to create any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period third party beneficiary or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “other rights in any other Person.

Employee Matters. (a) Within Each Business Employee who is employed by the Target Company upon the Closing Date and remains so employed immediately after the Closing Date shall each become a reasonable period “Continuing Employee.” As of time (but not less than fourteen (14) days) prior to the Closing Date, no Business Employees will perform services for the Target Company from outside the United States. For the one-year period immediately following the Closing Date, or, if earlier, the date of the Continuing Employee’s termination of employment with the Target Company, (collectively, the “Continuation Period”), and provided the Continuing Employee’s duties or employment status as full-time or part-time do not change, Purchaser shall, or shall cause its Affiliates to, provide each Continuing Employee who remains employed during the Continuation Period with (i) base compensation and annual and long-term incentive compensation opportunities that, in the aggregate, are no less favorable than the base compensation and annual and long-term incentive compensation opportunities as in effect for each such Continuing Employee immediately prior to the Closing, (ii) health and other welfare and retirement benefits that, in the aggregate, are substantially comparable to and no less favorable than those provided by Purchaser and its Affiliates to their respective similarly situated employees (provided that Purchaser shall offer employment with be deemed to satisfy its obligations pursuant to this clause (ii) to the extent that the Purchaser causes the Target Benefit Plans to remain in effect following the Closing and each Continuing Employee to remain eligible to participate in such Target Benefit Plans to the extent and under the same terms that each such Continuing Employee was eligible to participate in such Target Benefit Plan immediately prior to the Closing), and (iii) in the event Purchaser or one of its Affiliates terminates the employment of any Continuing Employee without “cause” (as defined in Section 5.11(a)(i) of Parent’s Disclosure Letter) during the Continuation Period, Purchaser shall provide such Continuing Employee with severance benefits that are on substantially identical terms and no less favorable than the severance benefits provided to each such Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller immediately prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall notprovided that any such termination is not for cause, and, further, that payment of any such severance is conditioned upon receipt of a signed release and shall cause its waiver of claims, in any case taking into account all service with Parent, Purchaser and their respective Affiliates not to, solicit, transfer, hire, (including the Target Company) in determining the amount of severance benefits payable. Parent will assume or reassign any retain responsibility for the accelerated incentive awards payable to Business Employees as a result of the individuals listed Closing as set forth on Schedule 1.1(aSection 5.11(a)(ii) to or for an employment or consulting position at Seller of Parent’s Disclosure Letter. Nothing herein shall require Purchaser or its Affiliates other than to continue the position that such individual holds as employment of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Continuing Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on following the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Date.

Employee Matters. (a) Within a reasonable period of time (but not less No later than fourteen (14) days) prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from specified in the date hereof until the date that is six months after the ClosingBenefits TSA, Seller shall notOpCo Purchaser shall, and or shall cause its Affiliates not to, solicitprovide an offer of employment, transfer, hire, or reassign any of to the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Covered Employees selected by OpCo Purchaser in its efforts sole discretion (“Transfer Offer”), that, if accepted, shall become effective immediately after the period specified in the Benefits TSA and shall be contingent upon the OpCo Closing. Covered Employees who accept such Transfer Offers and begin employment with OpCo Purchaser in accordance with this Section 6.6(a) shall be referred to secure satisfactory employment arrangements with herein as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by any Seller or any of their respective Affiliates that any or all of the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to employees of Sellers will accept the expiration of such six month-period or (ii) does not accept an offer of employment from OpCo Purchaser that or will continue in employment with OpCo Purchaser following the expiration of the Term as such term is conditioned upon defined in the Benefits TSA. OpCo Purchaser shall carry out all actions necessary under applicable Law to effect the transfer of employment to it of each such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Transferred Employee who accepts has accepted that offer. Effective as of the expiration of the Term as such offer of employment term is defined in the Benefits TSA, each Transferred Employee shall become cease to be an employee of Sellers or their Affiliates. OpCo Purchaser shall not have any Liability with respect to any employee of Sellers who does not become a Transferred Employee or one any other former employee of its Affiliates Sellers (other than any Liabilities under Acquired Seller Plans, described in the Benefits TSA or specifically assumed pursuant to Section 1.4(g)). Sellers will reasonably cooperate with any reasonable requests by OpCo Purchaser in order to facilitate the offers of employment and the delivery of such offers. In addition, the OpCo Purchaser shall take the actions described on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Schedule 6.6(a).

Employee Matters. (a) Within a reasonable period The Parties acknowledge that Buyer, one of its Affiliates or its third party services provider intends to offer employment to and to hire, effective as of the Closing (or at such other time as may be determined by the Buyer (but not less earlier than fourteen the Closing Date)), employees of the Facility Operators or their respective Affiliates (14collectively, the “Employers”) dayswho provide services with respect to the Business (the “Business Employees”) and who are identified on Schedule 6.14 and any employees who may be hired by the Employers following the Closing to replace any such listed employees. Any such offer of employment that may be provided to a Business Employee is referred to herein as an “Offer” and any Business Employee who accepts such an Offer and commences employment with Buyer or its Affiliate is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, from and after the date of this Agreement and prior to the Closing, Buyer and its Affiliates shall not (without the prior written consent of Cogent) cause, solicit, induce or encourage any employee of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC) who provide services to Cheyenne Rail Hub, LLC to leave such employment or hire, employ or otherwise engage any such individual; provided, however, that nothing in this paragraph shall restrict (i) any general advertisement or solicitation that is not directed at employees of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC), (ii) the employment of any person who responds to any such general advertisement or solicitation or who contacts Buyer or one of its Affiliates on his or her own initiative and without any direct or indirect solicitation in contravention of the above restrictions or (iii) the employment of any employee of Cogent or its Affiliates (including without limitation Wyoming Operating Company, LLC) who, prior to the Closing Date, Purchaser shall offer employment provides services with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions respect to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating or the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Terminal Facilities.

Employee Matters. (a) Within thirty (30) days following the date of this Agreement, Seller shall deliver to Buyer a list identifying all of the employees of the Outdoor Group Entities primarily engaged in the Outdoor Business who are not then Buyer Retained Employees (the “Employee List”, and the employees identified on the Employee List, the “Identified Employees”). Thereafter, Seller shall provide Buyer (x) reasonable period access during regular business hours to such records of the Outdoor Business Entities regarding each such Identified Employee as is requested by Buyer and as the Outdoor Business Entities may lawfully provide to Buyer and (y) to the extent reasonably acceptable to Seller, access to the Identified Employees, in each case for the purpose of Buyer determining whether to retain such Identified Employees with the Outdoor Group Entities following the Closing. In addition, with the approval of Seller (not to be unreasonably withheld) Buyer may, but is not obligated to, discuss the specific terms of retention and enter into agreements with certain Identified Employees identified to Seller as key employees during this period. At a time (to be mutually agreed between Buyer and Seller, but in any event not less than fourteen thirty (1430) daysdays prior to the date that Buyer reasonably believes Closing is likely to occur, Buyer shall be permitted to deliver to Seller a list of the Identified Employees which it desires to retain with the Outdoor Group Entities following the Closing (the “Selected Employee List”, and the employees identified on the Selected Employee List, the “Selected Employees”) and following such delivery of the Selected Employee List Seller shall provide Buyer access to each Selected Employee then employed by the Company for the purpose of taking such steps as Buyer determines are appropriate to obtain such Selected Employee’s agreement to remain employed with the Outdoor Group Entities following the Closing. Without limiting the generality of the foregoing, Buyer may seek any such Selected Employee’s agreement to enter into any employment or similar agreement that Buyer desires; provided that (i) the effectiveness of any such agreement shall be contingent upon the consummation of the Contemplated Transactions and (ii) any such agreement contains terms and conditions that are consistent with the remainder of this Section 5.5. Seller agrees that it will not discuss with any Selected Employee any increase to or expansion of the compensation or benefits that such Selected Employee is then entitled to receive with the intention of influencing such Selected Employee to decline to remain employed with the Outdoor Group Entities following the Closing; provided that nothing shall prevent Seller from discussing any such compensation or benefits terms with any Selected Employee following the date that (a) such Selected Employee notifies Seller that he or she does not intend to remain employed with the Outdoor Group Entities following the Closing, or (b) Buyer notifies such Selected Employee that he or she will not remain employed with the Outdoor Group Entities following the Closing. In furtherance of the foregoing, Buyer shall promptly notify Seller if it has decided not to retain any such Selected Employee. Any Selected Employee who agrees to remain with the Outdoor Group Entities following the Closing and any other employee of Seller or the Company Group Entities whom Buyer and Seller mutually agree should be retained with the Outdoor Group Entities following the Closing shall thereafter be deemed a “Buyer Retained Employee”; provided that any such Selected Employee or other employee who, prior to the Closing Date, Purchaser rescinds his or her agreement to remain with the Outdoor Group Entities following the Closing pursuant to this Section 5.5(a) shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any thereafter no longer be deemed a “Buyer Retained Employee.” Each of the individuals listed parties hereto acknowledges that the consummation of the Contemplated Transactions is not conditioned on Schedule 1.1(a) to or for an employment or consulting position at any employee of Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Company Group Entities being a Buyer Retained Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “.

Employee Matters. (ai) Within a reasonable From and after the Effective Time, the Surviving Corporation shall honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time (without giving effect to any amendments thereto after the Effective Time except if consented to by the affected party). Notwithstanding any other provision of this Agreement to the contrary, (A) the Surviving Corporation shall provide each current and former employee of the Company and its Subsidiaries other than such employees covered by collective bargaining agreements (“Company Employees”) whose employment terminates during the one-year period following the Effective Time with severance benefits at the levels and pursuant to the terms of time (but not less than fourteen (14) days) the Company’s severance plans and policies as in effect immediately prior to the Closing DateEffective Time (it being understood that Company Employees whose severance benefits are otherwise addressed in Section 5.5(b)(iv) of the Company Disclosure Schedule will be governed thereby), Purchaser and (B) during such one-year period following the Effective Time, severance benefits offered to Company Employees shall offer employment with Purchaser be determined without taking into account any reduction after the Effective Time in compensation paid to Company Employees. Except as provided in the last sentence of this Section 5.5(b)(i) or one in Section 5.5(b)(iv) or (v), nothing contained in this Agreement shall be construed as requiring the Surviving Corporation to establish, maintain or continue any specific plans. Furthermore, except as provided in the last sentence of its Affiliates this Section 5.5(b)(i) or in Section 5.5(b)(iv) or (v), no provision of this Agreement shall be construed as prohibiting or limiting the ability of the Surviving Corporation to each Business Employee on terms and conditions that satisfy amend, modify or terminate, any plans, programs, policies, arrangements, agreements or understandings of the requirements Surviving Corporation or the Company. Without limiting the scope of Section 5.5. Purchaser 8.10, nothing herein shall confer any rights or one remedies of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, any kind or reassign description upon any current or former employee of the individuals listed on Schedule 1.1(a) to Company and its Subsidiaries or for an employment or consulting position at Seller or its Affiliates any other Person other than the position that such individual holds as of ESOP, the date of this Agreement, Company and Seller shall their respective successors and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employeesassigns; provided, however, that such restrictions the last sentence of this Section 5.5(b)(i) shall not apply be enforceable by and on behalf of the beneficiaries of the Company’s Transitional Compensation Plan, as in effect as of the date hereof (the “Transitional Compensation Plan”), and their respective successors and assigns. Notwithstanding anything to the contrary contained in this Agreement, the Surviving Corporation shall honor, fulfill and discharge the Company’s obligations under the Transitional Compensation Plan, without any amendment or change that is adverse to any Business Employee who either (i) is terminated by Purchaser prior to the expiration beneficiary of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Transitional Compensation Plan.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) Sellers shall be responsible for any liability under the Workers’ Adjustment and Retraining Notification Act and any similar state or local Law or regulation relating to plant closings and layoffs with respect to Sellers’ employees who are terminated on or prior to the Closing Date. Buyer and Sellers agree that Buyer has not offered any terms of employment to any of Sellers’ employees as consideration for the sale contemplated herein. It is agreed that in the event that any employees of Sellers shall be employed by Buyer as the result of the Closing of the transaction contemplated herein, Purchaser then each such individual employee of Sellers shall offer employment be an “employee-at-will” of Buyer, and Buyer shall have no contractual obligation with Purchaser regard to such employment, except that, for purposes of the participation of any such acquired employees in the Buyer’s 401(k) and health plans, the Buyer shall cause such plans to take into account, for purposes of eligibility thereunder, the pre-Closing service of such employees as if such service was with Buyer or one of its Affiliates to each Business Employee on terms the same extent such service was recognized by Sellers immediately prior to the Closing under the comparable Seller benefit plan, in all cases to the extent allowed under ERISA, the Code and conditions that satisfy applicable Law. This Section 6.4 shall be binding upon and inure solely to the requirements benefit of the Parties, and nothing in this Section 5.56.4, express or implied, shall confer upon any Person, including any current or former employees of Sellers or any of their Affiliates, any participant in any Benefit Plan, or any dependent or beneficiary thereof, any third-party beneficiary or other rights or remedies of any nature whatsoever under or by reason of this Section 6.4. Purchaser Sellers and Equity Holder shall cause all non-compete covenants currently in effect in favor of Sellers and/or Equity Holder, to the extent relating to the Purchased Assets and/or the Business, to be released or one waived with respect to Buyer or any of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds Purchased Assets as of the date of this Agreementand after Closing. Nothing contained herein, and Seller express or implied, shall and shall cause its Affiliates be construed to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; providedestablish, howeverterminate, that such restrictions shall not apply to amend or modify any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period benefit plan, program, policy, contract, agreement or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “arrangement.

Employee Matters. Refinery Buyer (ain the case of Seller's employees) Within a and Refinery Buyer or Pipeline Buyer (in the case of the Company's employees) shall offer in writing, effective as of Closing, employment to all of Seller's and the Company's employees identified in SCHEDULE 9.10(A) (the "Personnel") as of the Closing. The Personnel who accept offers of employment of such Buyer made prior to the Closing shall hereinafter be referred to as the "Transferred Employees". All employment offers made to the Personnel pursuant to this Section 9.10 shall be made sufficiently in advance of the Closing so as to give the Personnel reasonable period of time to evaluate the offers (but not and in no event less than fourteen (14) days) 15 days prior to the Closing Date) and shall be Comparable Offers. Buyers shall furnish to Seller copies of such offers made to such Personnel promptly upon delivery thereof to such Personnel. Buyers shall recognize Paper Allied-Industrial, Purchaser shall offer employment with Purchaser or one Chemical and Energy Workers International Local Union AFL-CIO-CLC (the "PACE Local 4-202 Union") as the exclusive employees' representative of its Affiliates to the Personnel members who are included in each Business Employee unit of employees covered under the collective bargaining agreements between the PACE Local 4-202 Union and Seller and all memoranda of agreement listed on terms and conditions that satisfy SCHEXXXX 0.0(X) (the requirements "PACE Local 4-202 Labor Agreements"). Effective as of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller Refinery Buyer shall not, adopt and shall cause its Affiliates not to, solicit, transfer, hire, or reassign assume all of Seller's obligations (excluding any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position obligations that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser accrued prior to the expiration Closing, except to the extent otherwise expressly provided in this Agreement) under the PACE Local 4-202 Labor Agreements. All obligations of Refinery Buyer under this Xxxxxxx 0.10 shall be binding upon any Affiliate of Refinery Buyer who acquires the Facility or any material portion of the Assets at the Closing, and Refinery Buyer shall cause any Affiliate of Refinery Buyer who acquires the Facility or a material portion of the Assets (whether from Refinery Buyer or a successor or assign of Refinery Buyer) at the Closing to expressly assume and agree to perform such obligations and to make Seller an express third party beneficiary of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date assumption and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “agreement.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior Prior to the Closing Date, Purchaser Buyer shall offer employment with Purchaser or one employment, effective as of its Affiliates the Closing, in a comparable position, at the same work location and on substantially comparable terms and conditions, to each Business Asset Transfer Employee who is not a member of a bargaining unit governed by a U.S. collective bargaining agreement. Prior to the Closing Date, Buyer shall offer employment, effective as of the Closing, in a comparable position, at the same work location and on substantially comparable terms and conditions, to each Asset Transfer Employee who is a member of a bargaining unit governed by a U.S. collective bargaining agreement assumed by Buyer pursuant to Section 4.7(g) and subject to the provisions of Section 4.7(g). Prior to the Closing Date, Buyer shall offer employment, effective as of the Closing, in a comparable position and at the same work location, and upon such other terms and conditions that satisfy which Buyer may establish (provided such employees shall be offered the requirements same base wage rates as immediately prior to the Closing), to each Asset Transfer Employee who is a member of a bargaining unit governed by a U.S. collective bargaining agreement not assumed by Buyer pursuant to Section 5.54.7(g). Purchaser or one of Seller and its Affiliates, at as the time it extends such employment offerscase may be, shall provide appropriate information regarding terminate its employment terms and conditions to relationship with all Asset Transfer Employees effective as of the Business Employees, which shall conform in all respects with Section 5.5Closing. Purchaser shall consult with Seller prior to extending Each of the employees who remains on the employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after rolls of a Transferred Subsidiary as of the Closing, Seller shall not, and shall cause its Affiliates whether or not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position actively at Seller or its Affiliates other than the position that such individual holds work as of the date of this AgreementClosing Date, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with each of the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee Asset Transfer Employees who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an accepts Buyer’s offer of employment from Purchaser that and whose employment is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer transferred to Buyer or an Affiliate of employment shall become an employee Buyer as of Purchaser or one of its Affiliates on the Closing Date and is referred to as shall be a “Domestic Transferred Employee” if on a United States payroll or a “.”

Employee Matters. (a) Within a reasonable period of time Not later than five (but not less than fourteen (145) days) Business Days prior to the Closing Date, Purchaser Buyer agrees to make, or to cause the Company or a Subsidiary or another Affiliate of Buyer (“Employer”) to make, a Qualifying Offer of employment to each of the Employees whose names and positions are set forth in Section 4.15(b) of the Disclosure Schedules, excluding any such Employee who is not actively at work and not on Approved Leave (the “Offered Employees”). For purposes of this Agreement, a “Qualifying Offer” shall (i) be an offer of employment, consistent with the terms of this Section 6.09, to an Offered Employee for employment with Purchaser Employer, (ii) be made on or one of its Affiliates to each Business Employee on terms before the Closing Date and conditions that satisfy confirmed in a letter (the requirements of “Offer Letter”) within a reasonable time thereafter, (iii) be at a base salary or wage rate not less than the base salary or wage rate set forth in Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any 4.15(b) of the individuals listed on Schedule 1.1(a) to or Disclosure Schedules and in effect for such Offered Employee as an employment or consulting position at Employee of Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, (iv) offer employment at a principal work place no more than 30 miles distant from such Offered Employee’s principal work place as of the date of the Qualifying Offer, (v) provide for bonus opportunities and Seller shall and shall cause its Affiliates employee benefits no less favorable in the aggregate than those provided to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; providedsimilarly-situated employees of Buyer, however, (vi) provide that such restrictions employment will be effective (contingent upon the Closing and the Offered Employee’s timely acceptance of the Qualifying Offer in accordance with its terms and conditions) as of the Closing Date, and (vii) otherwise be consistent with Employer’s standard terms, conditions and policies of employment and the terms hereof; provided that Buyer shall not apply be entitled to any Business Employee who either specify in each Offer Letter that (i) the employment of each Offered Employee is terminated subject to termination at any time by Purchaser prior Buyer subsequent to the expiration of such six month-period or Closing and (ii) the base salary or wage rate, bonus opportunities and other terms of employment may be changed at any time by Buyer subsequent to the Closing, in each case consistent with the terms of this Agreement and Employer’s standard terms, conditions and policies of employment. An Offered Employee who signifies his or her acceptance of a Qualifying Offer, but does not accept an offer report for work as specified in the Qualifying Offer and does not otherwise satisfy each of employment from Purchaser that is conditioned upon the terms and conditions of such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationQualifying Offer, shall be deemed not to have accepted the Qualifying Offer. Each Business An Offered Employee who accepts such offer and complies with the terms and conditions of employment a Qualifying Offer shall become an employee of Purchaser Employer (a “Transferred Employee”) as of the following date and time (the “Employment Date”): (i) in the case of an Offered Employee who is actively at work on the Closing Date, 12:00 a.m. of the day after the Closing Date, (ii) in the case of an Offered Employee who is on Approved Leave on the Closing Date, upon such Offered Employee’s report to his or one her assigned work location and the inception of its Affiliates his or her rendering to Employer services for compensation immediately upon the end of the Approved Leave and otherwise in accordance with the terms and conditions of the Qualifying Offer and (iii) in the case of any Offered Employee not actively at work on the Closing Date and not on Approved Leave whom Buyer decides in its sole discretion to hire, such date as Employer may determine (subject to the Offered Employee’s satisfaction of the terms and conditions of the Qualifying Offer). In the case of an Offered Employee who is referred on Approved Leave, acceptance of the Qualifying Offer and employment with Employer shall be conditioned upon the Offered Employee’s timely provision of a medical release or other documentation reasonably satisfactory to as a “Domestic Transferred Employer which evidences the Offered Employee” if on a United States payroll ’s ability to perform the essential functions of his or a “her regular work, with or without reasonable accommodation, and the Offered Employee’s return to active work with Employer no later than immediately upon the end of the leave of absence.

Employee Matters. (a) Within a reasonable period of time Not later than fifteen (but not less than fourteen (1415) days) days prior to the Closing Date, Purchaser Buyer or an Affiliate of Buyer shall make an offer of employment with Purchaser or one of its Affiliates to each Business Employee on terms individual who is employed by any Affiliate of the Acquired Companies (other than any Acquired Company) and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions whose services primarily relate to the Business Employees(including each employee who is not actively at work on account of illness, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, disability or reassign any leave of the individuals listed on Schedule 1.1(aabsence) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreementsuch offer (a “Transferring Employee”). Such offers of employment shall be effective as of, and Seller shall contingent upon, the Closing, and shall cause its Affiliates to reasonably cooperate with Purchaser be on terms and conditions not less favorable than those in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that effect for such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser Transferring Employees immediately prior to the expiration Closing. Schedule 8.2(a) lists all Transferring Employees, including their name, job, title, annual salary, and the name of their employer. Such offers of employment for each such six month-period or (ii) does not Transferring Employee will supersede any prior agreements regarding the terms and conditions of employment as in effect prior to the Closing. Transferring Employees who accept an such offer of employment from Purchaser that Buyer or any of its Affiliates, and all of the employees of the Acquired Companies as of the Closing (including each employee who is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationnot actively at work on account of illness, disability or leave of absence), shall collectively be referred to as the “Affected Employees”. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one Neither the Buyer nor any of its Affiliates on shall have any Liability arising from or relating to the Closing Date separation from employment with any Affiliate of the Acquired Companies of any Transferring Employee, including severance, termination indemnity, or similar payments. Nothing in this Section 8.2 shall limit the ability of Buyer or any of its Affiliates to terminate the employment of any employee (including any Affected Employee) at any time and is referred to as a “Domestic Transferred Employee” if on a United States payroll for any or a “no reason.

Employee Matters. (a) Within a reasonable period Buyer shall determine and provide terms and conditions of time (but not less than fourteen (14) days) prior to employment for each Employee from and after the Closing Date. Notwithstanding anything set forth below or in this Agreement to the contrary: (i) nothing in this Agreement shall create any obligation on the part of Buyer or the Company to hire any Employee or continue the employment of any Employee for any definite period following the Closing, Purchaser (ii) nothing in this Agreement shall offer employment with Purchaser preclude Buyer or one of its Affiliates the Company from changing or modifying the compensation paid to each Business any Employee on or any other terms and conditions that satisfy relating to the requirements employment of Section 5.5. Purchaser Employees at any time following the Closing, and (iii) nothing in this Agreement shall preclude Buyer or one the Company from altering, amending, or terminating any Buyer Plan, or the participation of any of its Affiliatesemployees in such plans, at any time following the Closing. Notwithstanding anything contained herein to the contrary, Seller shall retain any liability under any Company Employment Agreement unless Buyer elects, at the time it extends such employment offersClosing, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date hire an Employee that is six subject to an Employment Agreement. If Buyer elects not to hire an Employee that is subject to an Employment Agreement at the Closing and notwithstanding Section 6.16(a) hereof, Seller shall have the right to hire such Employee; provided however, that if Buyer elects to hire an Employee subject to an Employment Agreement at any time before the expiration of nine (9) months after from the Closing, Buyer shall reimburse Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign for any of the individuals listed on Schedule 1.1(a) amounts paid to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds Employee as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior termination fees pursuant to the expiration terms of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “any Employment Agreement.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing DateBuyer shall, Purchaser or Buyer shall offer employment with Purchaser or cause one of its Affiliates to, extend offers of employment to each Business Employee Seller’s employees set forth on terms Schedule 7.2(a) (the “Target Employees”) (and conditions that satisfy such offers to Target Employees, the requirements of Section 5.5. Purchaser or one of its Affiliates“Transfer Offers”) that, at the time it extends such employment offersif accepted, shall provide appropriate information regarding become effective on the Closing Date. Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment terms and conditions to for the Business Target Employees, which shall conform in all respects including salary, incentive compensation opportunities and benefits, with Section 5.5. Purchaser shall consult with base salary no less than to what is paid to such Target Employee by Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, hereof and Seller incentive compensation opportunity which shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements be at least commensurate with the Business Employees; providedterms of employment of a similarly situated employee currently employed by Buyer. Employment pursuant to a Transfer Offer shall be contingent, howeveramong other requirements stated in the Transfer Offer, that upon such restrictions shall not apply to any Business Target Employee who either (i) is terminated remaining continuously employed by Purchaser Seller until the end of the day prior to the expiration Closing. Target Employees who commence employment with Buyer or an Affiliate of such six month-period Buyer pursuant to a Transfer Offer shall be referred to herein as “Transferred Employees.” Nothing in this Section 7.2 or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business elsewhere in this Agreement shall be construed to create a right in any Target Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an , or in any other employee of Purchaser Seller, to employment with Buyer or one any Affiliate of Buyer. All compensation, including base salary or wages, unused Accrued PTO (except to the extent assumed by Buyer or its Affiliates Affiliates), commissions, bonuses and benefits payable by Seller to or on behalf of each Transferred Employee for services performed on or prior to the Closing Date Closing, shall be vested and is referred to paid or otherwise discharged in full by Seller. Effective as a “Domestic of the Closing, the Transferred Employee” if on a United States payroll or a “Employees shall cease all active participation in and accrual of benefits under the Employee Plans.

Employee Matters. (a) Within a reasonable period of time (Buyer shall have the right, but not less than fourteen the obligation, to, or to cause one of its Affiliates to, make offers of employment to each of the Employees except Xxx Xxxxx and Xxxxxxx Xxxxxx. Seller has delivered to Buyer a true and correct list of the annualized salary, wage rate and other compensation payable to each Employee as of the Execution Date and bonus paid or payable for the 2011 year with respect to each Employee; save and except bonuses which Seller has paid or may pay to employees upon consummation of this or other transactions and which shall not be an obligation of the Company, but shall be a Company Transaction Expense. Upon request of Buyer, the Company will provide Buyer and its Affiliates with reasonable access to the Employees for the purpose of conducting employment interviews before the Closing Date. At least ten (1410) days) prior to days before the Closing Date, Purchaser shall offer employment with Purchaser Buyer or one of its Affiliates shall issue written offers of employment to each Business any Employee it desires to hire. Such employment offers shall be conditioned on the Closing and effective from and after the Closing Date (or, if any Employee is on a leave of absence (other than vacation), effective from and after the date such Employee returns to active employment) and shall provide for terms and conditions of employment (including without limitation position, title, duties, responsibilities, base compensation, insurance and other employee benefits, bonus opportunity, vacation, sick, or other paid leave) that satisfy the requirements of Section 5.5are materially consistent with those provided to employees seconded to Buyer or its Affiliates in Lycoming and Wyoming Counties, Pennsylvania. Purchaser Seller and its Affiliates shall not interfere with any such offers or one negotiations by Buyer or any of its AffiliatesAffiliates to employ any Employee or discourage any Employee from accepting employment with Buyer or any of its Affiliates and, at without limiting the time it extends such employment offersforegoing, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not offer to, solicitincrease the salary, transfer, hire, benefits or reassign other compensation of any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates Employee other than the position that such individual holds as part of the date of this Agreementa company-wide increase in salary, benefits or other compensation. Buyer shall notify Seller in writing and Buyer and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with confer at least two (2) days before the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior Closing Date as to the expiration identities of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business EmployeeEmployees who have accepted Buyer’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on Affiliate’s offers of employment (the “Hired Employees”). Seller or the Affiliate of Seller that employs the Employees will accept the resignation of the Hired Employees effective as of the time immediately before the Closing Date and is referred (or such later time with respect to as a “Domestic Transferred Employee” if an Employee on a United States payroll leave of absence other than vacation as of the Closing Date) and shall waive and release, as it pertains to employment by Buyer or a “any of its Affiliates, any noncompetition, non-disclosure and similar agreements between Seller or such Affiliate and any of the Hired Employees (except for any nondisclosure obligations relating to proprietary or confidential non-public information that is not related to the Properties). Buyer shall be responsible, and shall indemnify Seller and its directors, officers, employees, Affiliates, agents and assigns, for any costs, losses or liabilities incurred by Seller or any of the Company’s Affiliate(s) to the extent arising out of the actions or omissions of Buyer or its Affiliates on or following the Closing with respect to the Hired Employees, including without limitation the terms and conditions of employment of the Hired Employees with Buyer or its Affiliate and Buyer’s failure to comply with its obligations under this Section 7.10. The provisions of this Section 7.10 are intended to benefit the parties to this Agreement and the Company’s Affiliate(s) referenced in this Section 7.10 and nothing in this Agreement, express or implied, is intended or shall be construed to (a) confer upon or give to any other Person (including for the avoidance of doubt any Employees) other than the parties to this Agreement, the Company’s Affiliate(s) referenced in this Section 7.10, and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement or (b) amend any employee benefit plan of Seller, Buyer or any of their respective Affiliates.

Employee Matters. (a) Within Buyer shall, on or before the Closing Date, offer to employ Kevin Lunau, Christopher Pixxxx xxx xx lexxx xxxxxxx-xxxx percent (75%) of the remaining employees of Seller, excluding any employees of TMI or USORTHO, and excluding John Saringer and Jean-Pierrx Xxxxxxxxxxx, empxxxxx xx xxx Xxxxxxx Date (the "Retained Employees") on terms and conditions of employment including without limitation, salary, benefits, position and responsibilities, which are no less favorable than those paid to and/or enjoyed by such Retained Employees on the 14 Closing Date. Without limiting the generality of the foregoing, the Buyer will not offer employment to either John Saringer or Jean-Pierrx Xxxxxxxxxxr. Txx Xxxxx xxxxx xxxxxxx, within fifteen (15) days after the date of signing of this Agreement, to the Seller a reasonable list identifying the Retained Employees, failing which the Retained Employees shall consist of all employees of the Seller employed on the Closing Date. Buyer shall recognize the period of time employment of the Retained Employees who accept the Buyer's offer of employment (but not less than fourteen the "Accepting Employees") with Seller up to the Closing Date for all purposes as if such service had occurred with Buyer. Buyer agrees to assume all liabilities associated with the Retained Employees including, without limitation, payment of any Accrued Employee Benefits (14as hereinafter defined) daysand all costs incurred in connection with the termination or lay-off of any such employee, and Buyer shall indemnify and save harmless Seller in respect of such assumed liabilities. Seller and Buyer shall cooperate to provide an orderly transfer for accrued employee vacation and sick leave benefits (the "Accrued Employee Benefits") from Seller to Buyer in order to preserve the benefits available to the Retained Employees. Seller shall prepare a comprehensive list of such Accrued Employee Benefits by employee as of the date ten (10) days prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business value such Accrued Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, Benefits at the time it extends rates of pay in effect as of such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall notdate, and shall cause its Affiliates not topay Buyer at the Closing cash equal to the value of such Accrued Employee Benefits, solicit, transfer, hire, or reassign any for that portion of the individuals listed on Schedule 1.1(a) to Accrued Employee Benefits not already provided for in the December 1996 Statements or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Plan.

Employee Matters. All employees engaged in Operations (a) Within a “Project Employees”), whether full or part time, may, in the discretion of the Manager, be employees of General Moly, the Manager, an Affiliate of the Manager and/or the Company; provided, that the Manager shall use commercially reasonable period of time (but not less than fourteen (14) days) prior best efforts to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects with Section 5.5. Purchaser shall consult with Seller prior to extending employment offers cause wages paid with respect to communicating Operations to Project Employees (other than Project Employees with a title of General Manager or above) to be treated as “W-2 wages” of the offers Company for purposes of Section 199 of the Code and the related Treasury Regulations (including establishing reporting relationships, policies and procedures and making reasonable amendments to benefit plans) to the Business Employees. During extent the period from Manager can do so without causing General Moly, the date hereof until the date that is six months after the ClosingManager, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any Affiliate of the individuals listed on Schedule 1.1(a) Manager or the Company to incur significant additional administrative, operational or for an employment other costs or consulting position at Seller liabilities, unless POS-Minerals agrees to make a capital contribution to the Company to fund the additional administrative, operational or its Affiliates other than the position that costs or liabilities incurred by reason of such individual holds as action. A majority of the date Project Employees shall devote all of this Agreementtheir time to the Project. The Manager shall establish all guidelines pertaining to the employment of the Project Employees, including guidelines pertaining to the term of office or employment, resignation, removal and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business compensation of such Project Employees; provided, howeverthat, that unless otherwise approved by the Representatives of the other Member, the salaries and wages of the Project Employees included in Employee Costs shall be reasonably customary for the industry, taking into account the duties to be performed by the Project Employee, the seniority of the Project Employee, and the location where Operations are to be performed by such restrictions Project Employee. The Manager shall not apply to recruit, select, employ, promote, terminate, supervise, direct, train and assign the duties of all Project Employees, and may change or replace any Business such Project Employee who either (i) is terminated by Purchaser prior to at any time, in each case in the expiration sole discretion of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment locationthe Manager. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “EXHIBIT B TO AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC; ACCOUNTING PROCEDURE – Page 1

Employee Matters. (ai) Within a reasonable period Schedule 4.1(M) accurately lists all of time the current employees of the Acquired Companies (but not less than fourteen the "Company Employees"), all of the Seller Employees (14) days) prior as hereinafter defined), and all Employee Benefit Plans and Benefit Arrangements currently applicable to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Company Employees, which shall conform Seller Employees or Former Employees (as hereinafter defined). Except as set forth on Schedule 4.1(M), each Employee Benefit Plan complies in all respects and has been operated and administered in all respects in accordance with Section 5.5. Purchaser shall consult with Seller prior the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to extending employment offers the extent that ERISA is applicable, and all other applicable Laws, except for any failure to so comply or to be so operated and administered as could not reasonably be anticipated to result in a Material Adverse Effect on the Business; no "reportable event" (for which the notice requirement is not waived by the applicable regulations under ERISA), "prohibited transaction" (as such terms are defined in ERISA and the Code, as applicable) or termination has occurred with respect to communicating any Employee Benefit Plan; and each Employee Benefit Plan that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA has been determined by the offers Internal Revenue Service (the "IRS") to be qualified under Section 401(a) of the Code, and to the Business EmployeesSeller's knowledge, no event or omission has occurred which would cause any such Employee Benefit Plan to lose such qualification. During the period from the date hereof until the date that is six months after the ClosingExcept as set forth on Schedule 4.1(M), no Company Employee, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, Employee or reassign Former Employee nor any beneficiary or dependent of any of them is or may become entitled to post employment health care or any other non-pension benefits (other than as required by Law) by reason of their employment by the individuals listed on Schedule 1.1(a) Seller or any Acquired Company or termination of such employment and no Company Employee, Seller Employee or Former Employee will have rights to any severance payment or any other benefits by reason of the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or, subject to Section 13.16 in the event of their termination prior to or for an employment or consulting position at following the Closing by the Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and any Acquired Company. The Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior has made available to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business all material plan documents and other material documents relating to the Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date Benefit Plans and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Benefit Arrangements.

Employee Matters. (a) Within a reasonable period of time (but not less than fourteen (14) days) prior to the Closing DateBuyer shall, Purchaser or Buyer shall offer employment with Purchaser or cause one of its Affiliates to, extend offers of employment to each Business Employee Seller’s employees set forth on terms Schedule 7.3(a)(i) (the “Target Employees”) and conditions that satisfy Schedule 7.3(a)(ii) (the requirements of Section 5.5. Purchaser or one of its Affiliates“Key Employees”) (and such offers to Target Employees and Key Employees, at the time it extends such employment offers“Transfer Offers”) that, if accepted, shall provide appropriate information regarding become effective on the Closing Date. Seller and the officers of Seller shall use reasonable endeavors to encourage Target Employees and Key Employees to accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment terms for the Target Employees and conditions to the Business Key Employees, which shall conform in all respects including salary, incentive compensation opportunities and benefits, with Section 5.5. Purchaser shall consult with base salary no less than what is paid to such Target Employee or Key Employee by Seller prior to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date hereof and incentive compensation opportunity which shall be at least commensurate with the terms of this Agreementemployment of a similarly situated employee currently employed by Buyer. The Transfer Offers shall include such Target Employee’s or Key Employee’s share of the retention incentive program, and Seller which shall and shall cause its Affiliates include base salary increases, sign-on bonuses, performance bonuses, 401(k) contributions and/or other benefits (the “Retention Plan”), to reasonably cooperate with Purchaser be established by Buyer in its efforts sole discretion and paid to secure satisfactory employment arrangements with Transferred Employees following the Business EmployeesClosing. The Retention Plan shall have an aggregate value of no less than $6,000,000; provided, however, that such restrictions shall not apply to any Business this amount may be reduced by Buyer in an amount substantially consistent with the amounts discussed by Buyer and Seller for each Target Employee and each Key Employee who either does not accept a Transfer Offer. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee or Key Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Target Employees or Key Employees who commence employment with Buyer or an Affiliate of Buyer pursuant to a Transfer Offer shall be referred to herein as “Transferred Employees.” Nothing in this Section 7.3 or elsewhere in this Agreement shall be construed to create a right in any Target Employee or Key Employee, or in any other employee of Seller, to employment with Buyer or any Affiliate of Buyer. Effective as of the Closing, (i) is terminated all compensation, including base salary or wages, commissions, bonuses and benefits payable by Purchaser Seller to or on behalf of the Transferred Employees for services performed on or prior to the expiration of such six month-period Closing, shall be vested and paid or otherwise discharged in full and (ii) does not accept an offer the Transferred Employees shall cease all active participation in and accrual of employment from Purchaser that is conditioned upon such Business benefits under the Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “Plans.

Employee Matters. (a) Within Subject to the exclusions set forth in this Section, Buyer may communicate (after consulting with management of ITG) directly with any employees of any Seller and may offer, or cause its Affiliates to offer, to employ as of the Closing Date any active employees of any Seller working at the Business on the Closing Date. Buyer, within its sole discretion, shall determine which, if any, such employees of Sellers shall be offered employment. It is the intent of Buyer to make offers of employment to operating and administrative employees of Sellers listed on Schedule 5.04 on terms and conditions which are generally comparable to similarly situated employees of Buyer. Subject to approval of the Retention Plan, Buyer will grant each Hired Employee, upon and subject to such employee becoming a reasonable period Hired Employee, one (1) week's paid vacation. Buyer will not be responsible for any termination, severance, salary or other benefits 35 owed to the Hired Employees as a result of time (but not less than fourteen (14) days) their employment by any Seller prior to the Closing Date. Sellers acknowledge that all employment offers are subject to the satisfactory completion by Buyer of its customary employee background checks, including, if applicable, pre-employment drug and alcohol screening. Nothing contained in this Section 5.04 or elsewhere in this Agreement shall be deemed to limit or otherwise affect in any manner the right of Buyer or any Affiliate of Buyer to terminate at will the employment of any Hired Employee. Except as provided in this Agreement, Sellers shall be solely responsible for and pay any and all liabilities or obligations arising under the WARN Act, if any, arising out of or resulting from layoffs of employees on or prior to the Closing Date, Purchaser or in connection with or resulting from the consummation of the Transaction, and Sellers shall offer employment remain liable for any and all costs and expenses associated with Purchaser continued employment, or one termination and severance, of its Affiliates to each Business Employee on terms and conditions that satisfy all employees of Sellers other than the requirements of Section 5.5. Purchaser or one of its Affiliates, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Hired Employees, which shall conform in all respects including any obligation imposed on Sellers or Buyer to provide such employees with Section 5.5continued health, disability, life or other retirement benefits (whether covered by insurance or not). Purchaser shall consult with Seller prior to extending employment offers Sellers hereby, jointly and severally, indemnify, defend and hold Buyer harmless from and against any COBRA liability with respect to communicating any current or former employee of any Seller, or qualified beneficiary of such employee, other than the offers to the Business EmployeesHired Employees and their qualified beneficiaries. During the period from the date hereof until the date that is six months after the Closing, Seller Buyer shall not, at any time prior to ninety (90) days after the Closing Date, without complying fully with the notice and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any other requirements of the individuals listed on Schedule 1.1(aWARN Act, effectuate (i) to or for an a "plant closing," as defined in the WARN Act, affecting any site of employment or consulting position at Seller one or its Affiliates other than the position that such individual holds as more facilities or operating units within any site of employment of the date Business; or (ii) a "mass layoff," as defined in the WARN Act, affecting any site of this Agreement, and Seller shall and shall cause its Affiliates employment of the Business; or any similar action under applicable state or foreign law requiring notice to reasonably cooperate with Purchaser employees in its efforts to secure satisfactory employment arrangements with the Business Employeesevent of a plant closing or layoff; provided, however, that such restrictions shall not apply to Sellers remain solely liable for any Business Employee who either WARN or similar liabilities arising as a result of the termination of its or their employees at or before Closing as a result of the Transaction, or arising out of any other event on or before Closing or any other Seller action. To the extent (i) is terminated by Purchaser prior but only to the expiration extent) that the assets of such six month-period or Sellers' 401(k) plan with respect to the employees of the Business are not directly transferred to Buyer's 401(k) plan by a Code section 414(l) asset transfer, Seller shall one hundred percent (ii100%) does not accept an offer vest the accounts of employment from Purchaser that is conditioned upon such all participants in Seller's 401(k) plan who are employees of the Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred who and whose accounts are not directly transferred to as Buyer's 401(k) plan by a “Domestic Transferred Employee” if on a United States payroll or a “Code section 414(l) transfer; provided, however, the transfers may only be made in respect of participants in Sellers' 401(k) plan who become Hired Employees.

Employee Matters. (a) Within a reasonable period From and after the date hereof, Purchaser, in its sole and absolute discretion, may: (i) in consultation and cooperation with Seller (by and through Seller’s senior management personnel), communicate with any of time the Business Employees about possible employment with Purchaser after the Closing Date; and/or (but ii) offer employment to any of the Business Employees as of the Closing Date. Purchaser shall make offers of employment to not less than fourteen (14) days) prior 75% of the Business Employees for compensation and otherwise on terms and conditions at least comparable to those applicable to similarly situated employees of Purchaser. Those of the Closing DateBusiness Employees that accept Purchaser’s offer of employment shall be terminated by Seller, Purchaser and shall offer employment with become employed by Purchaser or one of its Affiliates (referred to each Business Employee on terms and conditions that satisfy in this Agreement as “Transferred Employees”) as of the requirements of Section 5.5Closing Date. All employment offers are subject to the satisfactory completion by Purchaser or one of its Affiliatescustomary employment interview, at background checks and drug testing procedures. (b) To the time it extends such extent that length of employment offersservice is relevant for purposes of eligibility or vesting under any employee benefit plan, shall provide appropriate information regarding employment terms program or arrangement established or maintained by Purchaser and conditions provided to the Transferred Employees (excluding any equity-related plan, program or arrangement), Purchaser shall credit the Transferred Employees under such plan, program or arrangement for service on or prior to the Closing in the manner set forth on Schedule 4.6(b). (c) Seller shall be responsible for any liabilities or obligations (i) arising under the WARN Act, if any, and (ii) resulting from or precipitated by layoffs, if any, in respect of employees of Seller whose employment was terminated on or prior to the Closing. (d) Purchaser shall assume all liability and responsibility for any health care continuation coverage (“COBRA Coverage”) required under Section 4980B of the Code and Part 6 of Subtitle B of Title 1 of ERISA with respect to any Business Employees, which shall conform in all respects with Section 5.5Employees or former employees of Seller. Purchaser shall consult with Seller prior provide COBRA Coverage to extending employment offers with respect to communicating the offers to the Business Employees. During the period from the date hereof until the date that is six months after the Closing, Seller shall not, and shall cause its Affiliates not to, solicit, transfer, hire, or reassign any of the individuals listed on Schedule 1.1(a) to or for an employment or consulting position at Seller or its Affiliates other than the position that such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon 28 such Business Employee relocating more than twenty-five (25) miles from Employees and former employees on such Business Employee’s current employment locationterms and at such rates as Purchaser currently provides to its own employees and former employees. Each Business Employee who accepts such offer of employment shall become an employee of Purchaser or one of its Affiliates on the Closing Date and is referred to as a “Domestic Transferred Employee” if on a United States payroll or a “4.7

Employee Matters. (a) Within Immediately following the Closing and for a reasonable period of time sixty (but not less 60) days thereafter (such period, the “Transfer Period”), RemainCo or its Affiliate shall make each Business Employee, other than fourteen those Business Employees set forth on Schedule 8.3(a) (14each such Business Employee set forth on Schedule 8.3(a), an “Excluded Employee”), available to Purchaser or its Affiliate (including for the avoidance of doubt any Acquired Company following the Closing) daysin order to discuss potential employment. No later than ten (10) days prior to the Closing final day of the Transfer Period (such final day of the Transfer Period, the “Transfer Date”), Purchaser shall offer employment with Purchaser may, or one of its Affiliates to each Business Employee on terms and conditions that satisfy the requirements of Section 5.5. Purchaser or may cause one of its Affiliates, at to make offers of employment to any Business Employees of its choosing, other than the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Excluded Employees, which offers may be contingent upon the applicable Business Employee’s successful completion of Purchaser’s or its Affiliate’s applicable pre-hire drug screening and background check processes and shall conform in all respects with Section 5.5be for employment as of the time immediately following the Transfer Date. Those Business Employees who receive offers from Purchaser or its Affiliate are referred to herein as the “Offer Employees”. No later than two (2) days prior to Transfer Date, Purchaser shall consult with Seller prior to extending inform RemainCo which Offer Employees have received and accepted employment offers with Purchaser or its Affiliate. With respect to communicating those Offer Employees who are on a leave of absence as of the offers Transfer Date (a “Leave Employee”), RemainCo or its Affiliate shall retain the employment of each Leave Employee during the Leave Period (as defined below) unless such Leave Employee resigns from employment or has his or her employment terminated in the ordinary course (and as may be permitted by the Transition Services Agreement) prior to the Business Employeesend of the Leave Period. During Employment with Purchaser or its Affiliate for a Leave Employee will commence on the date such Leave Employee is released to return to active employment provided he or she returns to active employment within six (6) months following the Transfer Date or such later date, if any, required by Law (the “Delayed Transfer Date,” and the period from following the date hereof until Transfer Date through the date Delayed Transferred Date with respect to a Leave Employee, his or her “Leave Period”). Each Offer Employee who accepts Purchaser’s or its Affiliate’s offer of employment, successfully completes Purchaser’s or its Affiliate’s standard drug screening and background check processes that may be required for him or her, if any, and actually commences employment with Purchaser or its Affiliate is six months after the Closingreferred to herein as a “Transferred Employee”. An Offer Employee who accepts Purchaser’s or its Affiliate’s offer of employment, Seller but who does not successfully complete Purchaser’s standard drug screening and background check processes required for him or her, if any, or does not actually commence employment with Purchaser or its Affiliate, shall not be a Transferred Employee. RemainCo shall not, and RemainCo shall cause ensure that its Affiliates not todo not, solicit, transfer, hire, take any action (or reassign omit to take any action) that has the intent or effect of the individuals listed on Schedule 1.1(a) to discouraging or for preventing any Offer Employee from accepting an offer of employment or consulting position at Seller with Purchaser or its Affiliate. With respect to each Transferred Employee, RemainCo or their applicable Affiliates shall waive any confidentiality, non-competition, non-solicitation, non-disclosure or other than the position restrictions that would prevent or limit such individual holds as of the date of this Agreement, and Seller shall and shall cause its Affiliates Transferred Employee’s ability to reasonably cooperate with Purchaser in its efforts to secure satisfactory employment arrangements with the Business Employees; provided, however, that such restrictions shall not apply to any Business Employee who either (i) is terminated by Purchaser prior to the expiration of such six month-period or (ii) does not accept an offer of employment from Purchaser that is conditioned upon such Business Employee relocating more than twenty-five (25) miles from such Business Employee’s current employment location. Each Business Employee who accepts such offer of employment shall become an employee of with Purchaser or one its Affiliate or perform any services with respect to Purchaser or any of its Affiliates on Affiliates, including the Closing Date and Acquired Companies following the Closing. The date that a Transferred Employee begins employment with Purchaser or its Affiliate is referred to as a “Domestic such Transferred Employee” if on a United States payroll or a ’s “Hire Date.”