Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(a) of the Disclosure Schedule not governed by the Collective Bargaining Agreement (including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreement.

Employees; Benefit Plans. (a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(a) As of the Disclosure Schedule not governed by Closing Date, (i) the Collective Bargaining Agreement Excluded Employees shall no longer be eligible to participate in the Company Benefit Plans and (including Employees ii) all employees of the Acquired Companies who are absent due not Excluded Employees and remain employed immediately after the Closing (each a “Company Continuing Employee”) shall continue to vacation, family leave, short-term disability or other approved leave of absence, but excluding be eligible to participate in the Company Benefit Plans to the same extent such Company Continuing Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on participated in such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP plans immediately prior to the CTP ClosingClosing Date. Employees who do not accept Buyer’s offer of employment or Prior to whom no such offer of employment is made the Closing Date, the Seller shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims with respect use commercially reasonable efforts to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of take all steps necessary to ensure that the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect are maintained and sponsored by the applicable Acquired Company or any successor entity of such Acquired Company without material interruption, such that the Company Continuing Employees (A) are credited for service with the Acquired Companies for the pre-Closing period, (B) continue to have pre-existing condition exclusions and actively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to the extent satisfied by any Company Continuing Employee under any Company Benefit Plan as of the date Closing Date, and (C) have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Company Continuing Employee (or covered dependent thereof) continue to be taken into account for purposes of this Agreement) satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date in the year of the Closing. In addition to Employees governed the foregoing, the Seller and the Acquired Companies will use commercially reasonably efforts prior to the Closing to adopt new long-term incentive plans for the operative Acquired Companies to grant, on a discretionary basis, any benefits not covered by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated Company Benefit Plans to be maintained by CTP as of ListCo following the CTP Closing Date. Buyer will(collectively, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “UnionNew Benefit Plans”). Buyer , which New Benefit Plans will take all commercially reasonable actions to ensure that its communications be adopted and negotiations with become effective on the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining AgreementClosing.

Employees; Benefit Plans. (a) Buyer shallFollowing the Closing Date, the Purchasers may choose to maintain any or all of Company Benefit Plans in their sole discretion. However, for any Company Benefit Plan terminated for which there is a comparable benefit plan of general applicability at the Purchaser or the Purchaser Parent or any affiliate thereof (each, a “Purchaser Benefit Plan”), the Purchasers and any such affiliate shall cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to take all actively employed Employees listed on Schedule 3.13(a) reasonable action so that employees of the Disclosure Schedule not governed by Company shall be entitled to participate in such Purchaser Benefit Plan to the Collective Bargaining Agreement same extent as similarly-situated employees of the Purchasers or the applicable affiliate (including Employees who are absent due it being understood that inclusion of the employees of the Company in the Purchaser Benefit Plans may occur at different times with respect to vacationdifferent plans), family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that nothing contained herein shall require the Purchasers or any offer of employment for an individual not actively at work as affiliate thereof to make any grants to any former employee of the CTP Closing Date will only be effective on Company under any discretionary equity compensation plan of the Purchaser, the Purchaser Parent or any affiliate thereof. The Purchasers shall cause each Purchaser Benefit Plan in which employees of the Company are eligible to participate due to the termination of an existing Company Benefit Plan to take into account for purposes of eligibility and vesting under the Purchaser Benefit Plans (but not for purposes of benefit accrual) the service of such individual’s return employees with the Company to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed same extent as such service was credited for such purpose by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept Company, provided, however, that such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made service shall not be Transferred Employees, and, except as described below, Buyer recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall have no liability for limit the ability of the Purchasers to amend or terminate any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of accordance with their terms at any time, provided, however, that the date of this AgreementPurchasers shall continue to maintain the Company Benefit Plans (other than stock-based or incentive plans) for which there is a comparable Purchaser Benefit Plan until the Company employees are permitted to Employees governed by participate in the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining AgreementPurchaser Benefit Plans.

Employees; Benefit Plans. (a) During the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall, shall (or shall cause an Affiliate the Company to) (i) provide each employee who remains employed immediately after the Closing, which shall be substantially all employees of Buyer tothe Company (subject to Buyer’s right to terminate any such employee at any time under clause (ii) below) (the “Continuing Employees”): (A) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (B) target annual cash incentive compensation opportunities (which shall not include any special, offer employment effective one-time cash incentive opportunities, such as retention bonuses), which are no less than the target annual cash incentive compensation opportunities provided by the Company immediately prior to the Closing; and (C) employee benefits that are no less favorable in the aggregate than the employee benefits maintained by the Company for the Continuing Employees as of the Signing Date; and (ii) for those employees terminated without cause at any time during the period beginning on the CTP Closing Date to all actively employed Employees listed and ending on Schedule 3.13(athe first anniversary of the Closing Date, pay the severance amounts set forth on Section 5.05(a)(i) of the Disclosure Schedule Schedules. Buyer further agrees that, from and after the Closing Date, Buyer shall (or shall cause the Company to) grant the Continuing Employees with credit for any service with the Company and/or its ERISA Affiliates earned prior to the Closing Date (A) for eligibility and vesting purposes and (B) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or the Company or any of its subsidiaries after the Closing (the “New Plans”), except to the extent such recognition would result in a duplication of benefits. For the avoidance of doubt, in respect of any New Plan that provides for any “defined benefit” accruals and calculations, the service credit shall apply with respect to eligibility and not governed for purposes of benefit accrual calculations. In addition, Buyer hereby agrees that Buyer shall (or shall cause the Company to) take commercially reasonable steps to (1) cause to be waived all actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by the Collective Bargaining Agreement (including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that an employee under any offer of employment for an individual not actively at work Benefit Plan as of the CTP Closing Date will only be effective and (2) cause any covered expenses incurred on such individual’s return to active employment within 180 days following or before the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date during 2016 by any employee (or covered dependent thereof) of the Company to those Employees governed by be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for Closing Date under any claims applicable New Plan with respect to such Employee’s the 2016 calendar year. Nothing contained herein, express or implied, is intended to confer upon any employee of the Company any right to continued employment and termination for any period or constitute an amendment to, or any other modification of, any New Plan or Benefit Plan. For the avoidance of employment by CTP. doubt, Buyer further agrees that it shall be responsible for, shall reimburse CTP forhonor, and shall indemnify and hold the members of cause the Company Group harmless against to honor, all accrued but unused vacation, paid time off, and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, sick time for each Continuing Employee to the extent practicablesuch unused vacation, keep CTP apprised of all communications and negotiations that Buyer has involving United Steelpaid time off, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation sick time is reflected on Section 5.05(a)(ii) of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining AgreementDisclosure Schedules.

Employees; Benefit Plans. (a) Buyer shallSubject to Section 5.26, or HCC and HBC shall cause an Affiliate of Buyer to, have the right but not the obligation to offer employment effective on immediately following the CTP Closing Date Effective Time to any and all actively employed Employees listed on Schedule 3.13(a) of the Disclosure Schedule not governed by the Collective Bargaining Agreement (including Employees persons who are absent due employees of Presidio immediately before the Effective Time (employees who will be employed by HCC or HBC are referred to vacation, family leave, short-term disability as “Continuing Employees”). Presidio will provide HCC with information regarding such persons’ current employment arrangements with Presidio and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or other approved leave of absence, but excluding Employees who are absent due wage levels at least equal to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on salary or wage levels to which such individual’s return employees were entitled to active employment within 180 days following immediately before the CTP Closing Date. Buyer maySubject to the provisions of this Section 5.11, as soon as administratively practicable after the Effective Time, HCC shall take all reasonable action so that Continuing Employees shall be entitled to participate in each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit Plans”) to the same extent as similarly-situated employees of HCC and HBC (it being understood that inclusion of Continuing Employees in HCC Benefit Plans may cause an Affiliate occur at different times as to different plans), except that coverage shall be continued under corresponding benefit plans of Buyer toPresidio (to the extent such plans have not been terminated) until such employees are permitted to participate in the HCC Benefit Plans. Accordingly, offer employment effective on HCC shall use reasonable commercial efforts to ensure that from the CTP Closing Date through the next open enrollment date for a HCC or HBC group health, dental, and vision, Continuing Employees shall continue to those Employees governed be covered by Presidio’s group health, dental, and vision. All Presidio incentive or bonus plans shall remain in effect for the entirety of 2019 until all payouts under such plan have been made to all Presidio employees no later than the last day of the first quarter of 2020 (whether by Presidio or HCC, as the case may be). Any Presidio employee terminated as a result of the transactions contemplated by the Collective Bargaining Agreement as it may determine prior to December 31, 2019 will be eligible for a pro-rata bonus under such incentive or bonus plans for time served during 2019. Payouts to such employees will be limited to the amount accrued by Presidio in its discretionfinancial statements for such purpose. The Employees who accept If the Closing occurs prior to December 31, 2019, such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following accrual will continue from Closing until December 31, 2019 at the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately monthly rate in place in the last full month prior to the CTP Closingmonth in which the Closing occurs. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is All accruals will be made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims in accordance with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members terms of the Company Group harmless against plans and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations consistent with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreementpast practice.

Employees; Benefit Plans. (a) During the period commencing at the Closing and ending on December 31, 2012, Buyer shall, or shall and shall cause an Affiliate the Acushnet Companies to provide each Company Employee with the compensation and benefits in one or more of Buyer tothe following categories, offer employment effective as applicable, which are no less favorable, in the aggregate, to the compensation and benefits provided to such Company Employee immediately prior to the date of this Agreement: (i) base salary or hourly wages; (ii) annual target bonus opportunities; (iii) retirement and savings plan participation; (iv) stock option and other equity grants (comparable to those made by Seller in 2010) and other long-term cash incentive compensation; and (v) welfare benefits set forth on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(aSection 4.15(a) of the Disclosure Schedule not governed by Schedules. Prior to the Collective Bargaining Agreement (including Employees who are absent due to vacationClosing, family leavethe parties shall discuss the maintenance or termination of the Acushnet Company Supplemental Retirement Plan and, shortfollowing such discussion, Seller shall determine in good faith the post-term disability or other approved leave Closing treatment of absence, but excluding Employees who are absent due to long-term disability)the Acushnet Company Supplemental Retirement Plan; provided, however, that any offer no such treatment shall materially increase the Acushnet Companies obligations or Liabilities thereunder above the level of employment for an individual not actively at work as obligations and Liabilities included in financial projections of the CTP Closing Date will only be effective on such individual’s return Acushnet Companies previously provided to active employment within 180 days following the CTP Closing DateBuyer. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment also shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP forprovide, and shall indemnify cause the Acushnet Companies to provide, welfare benefits during the period commencing on the Closing and hold the members ending not earlier than December 31, 2012 to former employees of the Company Group harmless against Acushnet Companies who are receiving any such benefits on the Closing Date and without reduction in respect ofthe amount thereof. Buyer shall, any severance or other amounts required to be paid (based on Benefit Plans and shall cause the Acushnet Companies to, maintain in effect as force the long term cash incentive plans of the date Acushnet Companies for the performance periods ending in 2011, 2012 and 2013, all of this Agreementwhich are set forth in Section 4.15(a) to Employees governed by of the Collective Bargaining Agreement who do Disclosure Schedule. In addition, the Buyer shall not, and shall cause the Acushnet Companies not receive an offer to, terminate the Acushnet Company Executive Severance Plan and the Acushnet Company Salaried Severance Plan for a period of employment from eighteen (18) months following the Closing Date nor shall Buyer or an Affiliate of Buyer the Acushnet Companies amend the Acushnet Company Executive Severance Plan and are terminated by CTP as the Acushnet Company Salaried Severance Plan except in accordance with the terms thereof. No termination of the CTP Closing DateAcushnet Company Executive Severance Plan or the Acushnet Company Salaried Severance Plan shall adversely affect participants severed prior to such termination. After the Closing, Buyer willshall, to the extent practicableand shall cause each Acushnet Company to, keep CTP apprised of comply in all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations material respects with the Union do not materially rules of each Governmental Authority regarding the Company Employees and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith benefits that they are entitled to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreementreceive under applicable Law.

Employees; Benefit Plans. (a) Buyer shallAt the Effective Time, or Parent shall cause an Affiliate the Surviving Corporation and each of Buyer toits Subsidiaries, offer employment effective as applicable, to (i) provide the employee of the Company and its Subsidiaries set forth on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(aSection 5.09(a) of the Company Disclosure Schedule not governed by Letter (the Collective Bargaining Agreement (including Employees “Key Employee”) who are absent due will remain employed immediately after the Effective Time with base salary, target bonus opportunities and employee benefits to vacationbe reflected in the terms of an employment agreement to be entered into between the Company and the Key Employee before the Effective Time, family leave, short-term disability or other approved leave the terms of absence, but excluding Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment which shall be contingent agreed upon by Parent and the Key Employee, each acting reasonably (the “Continuing Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made shall not be Transferred EmployeesAgreement”), and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members (ii) provide all employees of the Company Group harmless against and its Subsidiaries other than the Key Employee who remain employed immediately after the Effective Time with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in respect ofthe aggregate, any severance or other amounts required substantially similar to be paid and no less favorable than, the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on Benefit Plans in effect as of the date of this Agreement, and (iii) cause any employee benefit plan, if any, maintained by the Parent or any of its Affiliates or Subsidiaries in which any employee of the Company and its Subsidiaries, as the case may be, who remains employed immediately after the Effective Time (collectively, the “Company Continuing Employees”) will participate (collectively, “Parent Benefit Plans”) to recognize all service of Company Continuing Employees governed with the Company or any of its Subsidiaries, as the case may be, for vesting and eligibility purposes. With respect to each Parent Benefit Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent shall: (A) cause there to be waived any pre-existing condition or eligibility limitations for Company Continuing Employees and (B) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Continuing Employees under similar plans maintained by the Collective Bargaining Agreement who do not receive an offer Company or any of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, its Subsidiaries immediately prior to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining AgreementEffective Time.

Employees; Benefit Plans. (a) Buyer shallPrior to the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, in each Parent Benefit Plan of general applicability to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any equity compensation plan of Parent shall be discretionary with Parent). To the extent that Transferred Employees are not entitled to participate in any Parent Benefit Plan effective as of the Effective Time, such employees shall continue to participate in the corresponding employee benefit plan, program or arrangement of the Company and its Subsidiaries so as to ensure that there is not a lapse in participation or coverage (but in no event to provide duplicate participation or coverage), as applicable, prior to participation in such Parent Benefit Plan; provided that in no event shall Parent be required to continue any employee benefit plan, program or arrangement of the Company for which there is no corresponding Parent Benefit Plan. Parent shall cause an Affiliate each Parent Benefit Plan in which Transferred Employees are eligible to participate to take into account for purposes of Buyer toeligibility, offer employment effective on vesting and benefit accruals under the CTP Closing Date Parent Benefit Plans (other than for benefit accruals under Parent’s defined benefit pension plan) the service of such employees with the Company and its Subsidiaries (and any predecessor entities) to all actively employed Employees listed on Schedule 3.13(a) of the Disclosure Schedule not governed same extent as such service was credited generally for such purpose by the Collective Bargaining Agreement (including Employees who are absent due to vacationCompany and its Subsidiaries, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made service shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims recognized to the extent that such recognition would result in a duplication of benefits with respect to such Employee’s employment and termination the same period of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreementservice.

Employees; Benefit Plans. (axiv)Prior to the Closing, First Guaranty Bancshares shall offer to employ and hire, effective as of but subject to the Closing, each PEO Employee on terms that are consistent with the requirements set forth in this Section 5.11(a) Buyer and the terms of the PEO Agreement as assigned to and assumed by First Guaranty Bancshares (such offers being, the "Offers"). Following the Closing, First Guaranty Bancshares shall, or shall cause an Affiliate of Buyer to, offer employment effective during the period commencing at the Closing and ending on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(adate that is twelve (12) of months after the Disclosure Schedule not governed by the Collective Bargaining Agreement (including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, provide each PEO Employee who timely accepts an Offer and commences employment in accordance therewith (collectively, the "Transferred Employees") with (A) base salary or may cause an Affiliate of Buyer to, offer employment effective on hourly wages that are no less than the CTP Closing Date base salary or hourly wages provided to those Employees governed by such Transferred Employee prior to the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and (B) target bonus opportunities that are referred no less than the target bonus opportunities provided to herein as “such Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer , if any, and (C) employee benefit plans and perquisites that are no less favorable than those in effect immediately prior to the Closing (it being understood and agreed that continuation of employment or employee benefits and perquisites pursuant to whom no such offer of employment is made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer the PEO Agreement shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and in respect of, any severance or other amounts required deemed to be paid (based on Benefit Plans in effect as of the date of no less favorable for this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Datepurpose). Buyer will, Prior to the extent practicableClosing, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions First Guaranty Bancshares shall be entitled to ensure that its communications and negotiations communicate with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP PEO Employees in connection with defending against the transfer of employment to First Guaranty Bancshares. Notwithstanding the foregoing, nothing in this Agreement shall, after the Closing, impose on First Guaranty Bancshares any charges or actions brought by the Union against CTP that are a result of Buyer’s failure continuing obligation to assume the Collective Bargaining Agreementretain any Transferred Employee.

Employees; Benefit Plans. (a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to acknowledges that all actively persons employed Employees listed on Schedule 3.13(a) of the Disclosure Schedule not governed by the Collective Bargaining Agreement (including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work Company as of the CTP Closing Date will only continue as employees of Company immediately after the Closing. At the Closing, Buyer shall and shall cause the Company to provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) with: (i) base salary or hourly wages which shall be effective on determined by Buyer in its sole discretion; (ii) target bonus opportunities (excluding equity-based compensation), if any, which shall be determined by Buyer in its sole discretion; (iii) retirement and welfare benefits which shall be determined by Buyer in its sole discretion; and (iv) severance benefits which shall be determined by Buyer in its sole discretion. Notwithstanding any of the foregoing, the terms and conditions of such individual’s return Company Continuing Employees’ employment, including but not limited to active employment within 180 days following the CTP Closing Datesuch matters as wages, employee benefits, hours and working conditions, shall be determined by Buyer in its sole discretion. Buyer maymay terminate at any time after the Closing the employment of any Company Continuing Employee. Seller will not take any action which would impede, hinder, interfere or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment otherwise compete with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures effort to retain Company Continuing Employees. This Section 6.05 is solely for purposes of defining the obligations between Buyer and remaining Seller concerning the employees of Seller who are employed by CTP until terminated by CTP solely in connection with the Business that immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of Closing Date and shall in no way be construed as creating any employment or other contract between Buyer and any such person or as restricting the right of Buyer to whom no such offer terminate or change the terms and conditions of the employment is made shall not be Transferred Employeesof a Company Continuing Employee who becomes an employee of Buyer; provided that, and, except as described belowsubject to Section 6.20, Buyer shall have no liability cause the Company to continue to fulfill all obligations under any and all agreements or arrangements that provide for any claims or contain an understanding with respect to such severance pay, post-employment liabilities or obligations for the benefit of a Company Continuing Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreement.

Employees; Benefit Plans. During the period commencing at the Effective Time and ending on December 31, 2022 (athe “Employment Period”) Buyer (or if earlier, the date of the employee’s termination of employment with Parent or its Subsidiaries), and to the extent consistent with the terms of the governing plan documents, Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed during the Employment Period (collectively, the “Company Continuing Employees”) with annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) that are, in the aggregate, substantially comparable to the annual base salary or wage level,annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) provided by the Company and its Subsidiaries on the date of this Agreement, taken as a whole. With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding any retiree health plans or programs maintained by Parent or any of its Subsidiaries, any defined benefit retirement plans or programs maintained by Parent or any of its Subsidiaries, and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Effective Time, and subject to the terms of the governing plan documents, Parent shall, or shall cause an Affiliate of Buyer the Surviving Corporation to, offer employment effective on the CTP Closing Date to credit all actively employed Employees listed on Schedule 3.13(a) service of the Disclosure Schedule Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for purposes of eligibility to participate (but not governed by the Collective Bargaining Agreement (including Employees who are absent due to for purposes of vesting or benefit accrual, except for vacation, family leave, short-term disability if applicable) for full or other approved leave partial years of absence, but excluding service in any Parent Benefit Plan in which such Company Continuing Employees who are absent due may be eligible to long-term disability)participate after the Effective Time; provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made service shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, credited to the extent practicablethat: (i) such crediting would result in a duplication of benefits; or (ii) such service was not credited under the corresponding Employee Plan. This Section 7.14 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, keep CTP apprised and nothing in this Section 7.14, express or implied, shall confer upon any Company Continuing Employees, any beneficiary, or any other Person any rights or remedies of all communications and negotiations that Buyer has involving United Steelany nature whatsoever under or by reason of this Section 7.14, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (including without limitation the “Union”). Buyer will take all commercially reasonable actions right to ensure that its communications and negotiations continued employment with the Union do not materially and adversely impact Company after the operation Effective Time. Nothing contained herein, express or implied: (x) shall be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement; (y) shall alter or limit the ability of the Transportation Products BusinessSurviving Corporation, Parent, or any of their respective Affiliates to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them; or (z) shall prevent the Surviving Corporation, Parent, or any of their respective Affiliates from terminating the employment of any Company Continuing Employee following the Effective Time. The parties hereto acknowledge and agree that the terms set forth in this Section 7.14 shall not create any right in any Company employee or any other Person to any continued employment with the Surviving Corporation, Parent, or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever, or otherwise alters any existing at-will work together in good faith to address in a commercially reasonable manner employment relationship between any issues raised by Company employee and the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining AgreementSurviving Corporation.

Employees; Benefit Plans. (a) Buyer shallPrior to the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the "Transferred Employees") shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, in each of the Parent Benefit Plans to the same extent as similarly-situated employees of Parent and its Subsidiaries, and the employees of PCIS will be eligible to participate in the Parent Benefit Plans (it being understood that inclusion of the employees of the Company and its Subsidiaries in Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. At the request of Parent, the Company and its Subsidiaries shall take all necessary action to cause its defined benefit pension plan to be frozen immediately prior to the Effective Time. Parent shall cause an Affiliate each Parent Benefit Plan, including the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of Buyer to, offer employment effective on determining eligibility to participate in and the CTP Closing Date vesting of benefits (but not for accrual of benefits) under Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to all actively employed Employees listed on Schedule 3.13(a) of the Disclosure Schedule not governed same extent as such service was credited for such purpose by the Collective Bargaining Agreement (including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability)Company; provided, however, that any offer such service shall not be recognized to the extent that such recognition would result in a duplication of employment for an individual not actively at work benefits. The Company Designees shall be entitled to participate, effective as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following Effective Time, in each of the CTP Closing Date. Buyer mayParent Benefit Plans that the Parent Designees participate in, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made but shall not be Transferred Employees, and, except as described below, Buyer shall have no liability credited for any claims with respect their past service provided to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members of the Company Group harmless against and or any of its Subsidiaries in any respect of, any severance or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreementthereto.

Employees; Benefit Plans. (a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(a) As of the Disclosure Schedule not governed by Closing Date, (i) the Collective Bargaining Agreement Excluded Employees shall no longer be eligible to participate in the Company Benefit Plans and (including Employees ii) all employees of the Acquired Companies who are absent due not Excluded Employees and remain employed immediately after the Closing (each a “Company Continuing Employee”) shall continue to vacation, family leave, short-term disability or other approved leave of absence, but excluding be eligible to participate in the Company Benefit Plans to the same extent such Company Continuing Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on participated in such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP plans immediately prior to the CTP ClosingClosing Date. Employees who do not accept Buyer’s offer of employment Prior to the Closing Date, Sellers shall use commercially reasonable efforts to take all steps necessary to ensure that the Company Benefit Plans are maintained and sponsored by the Company or to whom no such offer of employment is made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer shall be responsible for, shall reimburse CTP for, and shall indemnify and hold the members successor entity of the Company Group harmless against without material interruption, such that the Company Continuing Employees (A) are credited for service with the Acquired Companies for the pre-Closing period, (B) continue to have pre-existing condition exclusions and in respect ofactively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to the extent satisfied by any severance or other amounts required to be paid (based on Company Continuing Employee under any Company Benefit Plans in effect Plan as of the date Closing Date, and (C) have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Company Continuing Employee (or covered dependent thereof) continue to be taken into account for purposes of this Agreement) satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date in the year of the Closing. In addition to Employees governed the foregoing, the Sellers and the Company will use commercially reasonably efforts prior to the Closing to adopt new long-term incentive plans for the Company to grant, on a discretionary basis, any benefits not covered by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated Company Benefit Plans to be maintained by CTP as of the CTP Company following the Closing Date. Buyer will(collectively, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “UnionNew Benefit Plans”). Buyer , which New Benefit Plans will take all commercially reasonable actions to ensure that its communications be adopted and negotiations with become effective on the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining AgreementClosing.

Employees; Benefit Plans. {N4469832.17} 43 (a) Buyer acknowledges the obligations of the Acquired Companies under all existing collective bargaining agreements entered into by the Acquired Companies, and agrees to assume all obligations thereunder and abide by all terms thereof as of and following the Closing Date. Buyer acknowledges Sellers’ and the Acquired Companies’ obligations and liabilities under the Multiemployer Plans, and agrees to assume such obligations and liabilities. (b) Until the first anniversary of the Closing Date, Buyer shall, or shall cause an Affiliate to, provide each non-union Employee who remains employed by the Acquired Companies, by Buyer or any other Affiliate of Buyer toimmediately after the Closing (a “Company Continuing Employee”) with base salary or hourly wage rate, offer employment bonus opportunity and other compensation and benefits consistent with the Acquired Companies’ past practices, as applicable. (c) With respect to any employee benefit plan maintained by Buyer or its Subsidiaries, including the Acquired Companies (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective on the CTP Closing Date to all actively employed Employees listed on Schedule 3.13(a) as of the Disclosure Schedule not governed by the Collective Bargaining Agreement Closing or thereafter, Buyer and its Subsidiaries (including the Acquired Companies) shall recognize all service of the Company Continuing Employees who with the Acquired Companies and Acquired Business for vesting, eligibility, and benefit accrual (other than in a single-employer defined benefit pension plan) purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date. Buyer shall also (i) use its commercially reasonable efforts to cause all applicable benefit plan providers, insurers and vendors to waive any and all pre-existing conditions (or actively at work or similar limitations), eligibility waiting periods and evidence of insurability requirements under any group health or welfare plans with respect to the Company Continuing Employees and their eligible dependents, and (ii) provide Company Continuing Employees with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year to the extent reflected in records provided to Buyer for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any employee benefit plans, programs or arrangements in which they are absent due eligible to vacation, family leave, short-term disability participate after the Closing Date; provided that in no event shall any service credit be given to the extent it would increase benefit accruals under a Buyer Benefit Plan subject to Title IV of ERISA or other approved leave result in the duplication of absence, but excluding Employees who are absent due to long-term disability)benefits for the same period of service; providedprovided further, however, that any offer nothing in this paragraph (c) shall relieve Buyer of employment for an individual not actively at work as its obligations under paragraph (a) above. (d) Seller Parties shall fully satisfy and pay all Multiemployer Plan withdrawal liability that may be or become due pursuant to Section 4201 of ERISA in connection with the CTP pre- Closing Date will only be effective on such individual’s return cessation of contributions to active employment within 180 days following and withdrawal from the CTP Closing Date. Buyer mayNew Jersey Building Laborers Statewide Pension Fund Locals 3, or may cause an Affiliate of Buyer to77, offer employment effective on the CTP Closing Date to those Employees governed 78, 55, 325 and 620 by the Collective Bargaining Agreement Acquired Companies, as it applicable. (e) The parties agree to cooperate and share such information as may determine be necessary in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following order for the CTP Closing, parties to complete Code Section 6055 and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP immediately prior to the CTP Closing. Employees who do not accept Buyer’s offer of employment or to whom no such offer of employment is made shall not be Transferred Employees, and, except as described below, Buyer shall have no liability for any claims 6056 reporting with respect to such Employee’s employment and termination all employees (including Company Continuing Employees) of employment by CTPthe Acquired Business for the 2021 tax year. Buyer (f) This Section 4.1 shall be responsible forbinding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.1, express or implied, shall reimburse CTP for, and shall indemnify and hold the members confer upon any other Person any rights or remedies of the Company Group harmless against and in respect of, any severance nature whatsoever under or other amounts required to be paid (based on Benefit Plans in effect as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Business. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreement.reason

Employees; Benefit Plans. Until December 31, 2018 (aor, if earlier, the date of the termination of the relevant employee) (subject to consent or approval of any third party insurer or administrator and any changes in applicable law), the Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date Entities to all actively employed Employees listed on Schedule 3.13(a) provide employees of the Disclosure Schedule not governed by the Collective Bargaining Agreement (including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence, but excluding Employees who are absent due to long-term disability); provided, however, that any offer of employment for an individual not actively at work as of the CTP Closing Date will only be effective on such individual’s return to active employment within 180 days following the CTP Closing Date. Buyer may, or may cause an Affiliate of Buyer to, offer employment effective on the CTP Closing Date to those Employees governed by the Collective Bargaining Agreement as it may determine in its discretion. The Employees who accept such employment shall commence employment with Buyer or an Affiliate of Buyer immediately following the CTP Closing, and are referred to herein as “Transferred Employees”. Any such offers of employment shall be contingent upon each Employee satisfying Buyer’s customary candidate screening procedures and remaining employed by CTP until terminated by CTP Entities immediately prior to the CTP Closing. Closing who remain employed by any of the Entities immediately after the Closing (the “Entity Employees”) with a base salary, target cash bonus opportunities and employee benefits (excluding (x) any equity, equity-based, defined benefit pension, nonqualified deferred compensation or retiree health or welfare benefits, and (y) cash bonus opportunities or payments attributable to any period after December 31, 2017), that are substantially the same as those in effect for the Entity Employees who do not accept Buyer’s offer under the existing terms of employment or to whom no such offer of employment is made shall not be Transferred Employeesthe Plans and Benefit Programs designated as “Company-sponsored Plans” on Schedule 3.7(a) (in each case, and, except as described below, Buyer shall have no liability for any claims with respect to such Employee’s employment and termination of employment by CTP. Buyer applicable payments shall be responsible forpro rata for calendar year 2017 based on the number of days between the Closing Date and December 31, shall reimburse CTP for2017). Until December 31, 2018 (subject to consent or approval of any third party insurer or administrator and any changes in applicable law), the Buyer further agrees to keep in place for the Entity Employees the Group Medical Insurance and Prescription Drug, the Group Dental Insurance, and shall indemnify the Vision Care Insurance “Company-sponsored Plans” referenced on Schedule 3.7(a) (collectively, the “Medical, Dental, and hold Vision Policies”) with substantially the members of same employee contribution percentages for the Company Group harmless against and in respect of, any severance or other amounts required to be paid (based on Benefit Plans Entity Employees immediately after the Closing Date as were in effect immediately prior to the Closing Date for the Medical, Dental, and Vision Policies. The Entities shall retain responsibility for the accrued vacation time and sick leave benefits due to the Entity Employees as of the date of this Agreement) to Employees governed by the Collective Bargaining Agreement who do not receive an offer of employment from Buyer or an Affiliate of Buyer and are terminated by CTP as of the CTP Closing Date. Buyer will, Date to the extent practicable, keep CTP apprised of all communications and negotiations that Buyer has involving United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union or its affiliate, Local Union No. 662 (the “Union”). Buyer will take all commercially reasonable actions to ensure that its communications and negotiations with the Union do not materially and adversely impact the operation of the Transportation Products Businessamounts for such accrued benefits are reflected in Closing Date Working Capital. The parties will work together in good faith to address in a commercially reasonable manner any issues raised by the Union and/or its members that are based on Buyer’s failure to assume the Collective Bargaining Agreement and Buyer will pay the reasonable costs and expenses incurred by Buyer and CTP in connection with defending against any charges or actions brought by the Union against CTP that are a result of Buyer’s failure to assume the Collective Bargaining Agreement.Nothing contained in