Common use of Employees; Employee Benefits Clause in Contracts

Employees; Employee Benefits. (a) Effective as of the Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by any such entities immediately prior to the Closing and who is listed on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies).

Employees; Employee Benefits. (a) Effective Except as provided in the Transition Services Agreement, for the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Buyer shall, or shall cause the Companies or the Subsidiaries to, provide each U.S. Employee with compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to each such Employee as of the Closingdate hereof and disclosed to Buyer (excluding equity-based compensation or benefits, Purchaser shallspecial retention and other similar bonuses paid or payable with respect to arrangements established to ensure continuity of employment arising from this transaction), provided that (i) Buyer, in providing such substantially comparable compensation and benefits, shall cause its Affiliates to, continue the employment of each employee of the Companies who not be required to provide or maintain any particular plan or benefit that was employed by any such entities immediately provided to or maintained for Employees prior to the Closing and who is (and, for the avoidance of doubt, the Parties agree that the benefits listed on in Section 5.8(a) of the Disclosure Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions with respect to salary and wages that are substantially similar comparable in the aggregate to those terms and conditions in effect the benefits provided to the U.S. employees as of immediately prior the date hereof) and (ii) nothing herein shall be deemed to create anything other than an “at will” employment relationship between the Closing; providedBuyer, howeverthe Companies or the Subsidiaries, thaton the one hand, at Closingand any U.S. Employee, Purchaser and its Affiliates on the other hand. Buyer shall not hire treat all service completed by a U.S. Employee with any employees of the Companies who are on long term disability at ClosingCompanies, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shallSubsidiaries or any Affiliate thereof, and shall cause its Affiliates toany predecessor thereto, implement the same as service completed with Buyer for purposes of waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit plans that will provide the Continuing Employees with provided for under any employee benefits benefit plan (including, but not limited to, incentive programsin respect of the U.S. Employees, health any “employee benefit plan” as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date in which an Employee participates, except for purposes of benefit accruals and welfare only to the extent (i) such service crediting will not result in duplication of benefits and retirement programs(ii) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due service was credited under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following analogous Company U.S. Benefit Plans immediately prior to the Closing Date; provided. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) for the plan year in which the Closing Date occurs under any employee welfare benefit plan in respect of the U.S. Employees (including, howeverwithout limitation, that Seller shall not have any responsibility “employee welfare benefit plan” as defined in Section 3(l) of ERISA), expenses and claims recognized during such year for similar purposes under the applicable welfare benefit plan of any such actions taken by Purchaser of the Companies, any Subsidiaries or any Affiliate thereof shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer to the extent such crediting will not result in the duplication of its Affiliates (including the Companies)benefits.

Employees; Employee Benefits. (a) Effective as of the Closing, Purchaser Commercial shall, and or ---------------------------- shall cause its Affiliates the appropriate Commercial Subsidiary to, continue the employment permit employees of each employee of the Companies Bancorp or any Bancorp Subsidiary who was employed by are employees with Bancorp or any such entities immediately prior to the Closing and who is listed on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect Bancorp Subsidiary as of immediately prior to the Closing; provided, however, that, at Closing, Purchaser Effective Time and its Affiliates shall not hire any become employees of Commercial or a Commercial Subsidiary as of the Companies who are on long term disability at ClosingEffective Time ("Transferred Employees") to participate in the employee benefit plans, although Purchaser programs and its Affiliates subsequently may hire such individuals who come off arrangements of long-term disability without violating Commercial or the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefitsCommercial Subsidiaries, as soon applicable (the "Commercial Plans"), on the same terms as is reasonably practicable following such plans and benefits are offered to similarly situated employees of Commercial or the ClosingCommercial Subsidiaries, Purchaser shallas applicable. Commercial shall recognize, and or shall cause its Affiliates tothe appropriate Commercial Subsidiary to recognize, implement benefit plans that will provide each Transferred Employee's service with Bancorp or any Bancorp Subsidiary for purposes of determining eligibility to participate in and vest under the Continuing Employees with employee benefits (includingCommercial Plans, but not limited for purposes of benefit accruals under any such plans and no such Transferred Employees or dependents shall be subject to any uninsured waiting periods or preexisting condition exclusions under any plan of Commercial or the Bank. Furthermore, benefit levels under the welfare plans sponsored by Commercial or the Bank shall be determined based upon prior service with the Company. (b) Notwithstanding the foregoing, Commercial shall, or shall cause the appropriate Commercial Subsidiary to, incentive programs(A) provide severance benefits to Transferred Employees who (i) were employees of Bancorp or any Bancorp Subsidiary immediately prior to the Effective Time, health (ii) are terminated without cause as of or within 12 months after the Effective Time by Commercial or a Commercial Subsidiary (but not upon termination by the employee or termination for cause by Commercial or a Commercial Subsidiary) and welfare (iii) are not otherwise entitled to any severance benefits and retirement programs) that areunder any Contract as a result or in respect of such termination, in the aggregateamounts as Previously Disclosed, substantially similar to those provided to which amounts, less applicable withholding taxes, shall be paid upon the Continuing Employees effectiveness of such termination and (B) recognize and carry forward as of the date hereof. Except as set forth herein, once in effect, Effective Time all sick leave and vacation accrued by each such plan shall continue in effect for no fewer than six months; provided, however, that Transferred Employee during the Purchaser 12 month period ending on (and its Affiliates retain including) the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due Closing Date under the existing longrespective policies of Bancorp or the appropriate Bancorp Subsidiary (but (x) without giving effect to any accrued benefits carried forward from any time prior to such 12-term month period under such Bancorp and short term incentive plan Bancorp Subsidiary policies and gainsharing plan operated by Seller and its Affiliates with thirty (30y) days after the Closing. Nothing in this Agreement shall be construed no event greater than such benefits as prohibiting Purchaser or any of its Affiliates would accrue under such policies during one full calendar year without giving effect to accrued benefits carried forward from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any prior calendar years under such actions taken by Purchaser or any of its Affiliates (including the Companiespolicies).

Employees; Employee Benefits. (a) Effective as of For the six month period following the Closing, Purchaser shall, and the Company shall cause its Affiliates to, continue the employment of each employee of the Companies Acquired Company to provide each individual who was is actively employed by any such entities Acquired Company on the Closing Date (each, an "Employee") with salary, bonuses and benefits that are substantially comparable in the aggregate to the salary, bonuses and benefits provided to each such Employee immediately prior to the Closing (excluding special retention and who is listed on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions other similar bonuses paid or payable with respect to salary the year 1998 or in connection with the transactions contemplated hereby), provided that no Person, in providing such substantially comparable salary, bonuses and wages that are substantially similar benefits, shall be required to those terms and conditions in effect as of immediately continue to employ any such Employee during such six-month period or to provide or maintain any particular plan or benefit which was provided to or maintained for Employees prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates . The Acquired Companies shall not hire treat all pre-Closing service completed by an Employee with any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shallAcquired Company or any Affiliate thereof, and shall cause its Affiliates toany predecessor thereto, implement the same as post-Closing service completed with such Acquired Company for vesting and eligibility purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, early retirement or any subsidized benefit plans that will provide the Continuing Employees with provided for under any employee benefits benefit plan (including, but not limited to, incentive programs, health and welfare benefits and retirement programsany "employee benefit plan" as defined in Section 3(3) that are, in of ERISA) maintained by the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans Company on or after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided. Prior to the Closing, howeverthe Existing Stockholder shall furnish the Purchaser with a list of the length of service with each Acquired Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, that Seller shall not have without limitation, any responsibility "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of any such actions taken by Purchaser Acquired Company or any of its Affiliates (including Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by the Acquired Companies).

Employees; Employee Benefits. (a) Effective as of For the six month period following the Closing, Purchaser shall, and the Company shall cause its Affiliates to, continue the employment of each employee of the Companies Acquired Company to provide each individual who was is actively employed by any such entities Acquired Company on the Closing Date (each, an "Employee") with salary, bonuses and benefits that are substantially comparable in the aggregate to the salary, bonuses and benefits provided to each such Employee immediately prior to the Closing (excluding special retention and who is listed on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions other similar bonuses paid or payable with respect to salary the year 1998 or in connection with the transactions contemplated hereby), provided that no Person, in providing such substantially comparable salary, bonuses and wages that are substantially similar benefits, shall be required to those terms and conditions in effect as of immediately continue to employ any such Employee during such six-month period or to provide or maintain any particular plan or benefit which was provided to or maintained for Employees prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates . The Acquired Companies shall not hire treat all pre-Closing service completed by an Employee with any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shallAcquired Company or any Affiliate thereof, and shall cause its Affiliates toany predecessor thereto, implement the same as post-Closing service completed with such Acquired Company for vesting and eligibility purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, early retirement or any subsidized benefit plans that will provide the Continuing Employees with provided for under any employee benefits benefit plan (including, but not limited to, incentive programs, health and welfare benefits and retirement programsany "employee benefit plan" as defined in Section 3(3) that are, in of ERISA) maintained by the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans Company on or after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided. Prior to the Closing, howeverthe Existing Stockholder shall furnish the Purchaser with a list of the length of 58 63 service with each Acquired Company or its Affiliates for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, that Seller shall not have without limitation, any responsibility "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of any such actions taken by Purchaser Acquired Company or any of its Affiliates (including Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by the Acquired Companies).

Employees; Employee Benefits. (a) Effective as For a period of twelve months following the ClosingClosing Date, Purchaser shallBuyer shall provide, and or shall cause its Affiliates toto be provided, continue the employment of to each employee of the Companies Company Employee who was is employed by any such entities a Company Entity immediately prior to the Closing and who is listed on Schedule 7.10(a) remains a Company Employee immediately following the Closing (the each a “Continuing EmployeesEmployee”) on terms and conditions with respect to salary and wages ), except in the case of employees of Bxxxxxxx Holdings, LLC or its Subsidiaries that are substantially similar Company Entities, (i) annual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities, in each case, that are no less favorable than the annual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities provided to those terms and conditions in effect as of such Continuing Employee immediately prior to the Closing, (ii) other employee benefits that are no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to the Closing (excluding severance, defined benefit pension benefits, retiree welfare benefits, nonqualified deferred compensation benefits and change in control benefits), and (iii) severance benefits that are no less favorable than the severance benefits provided to such Continuing Employee immediately prior to the Closing. For purposes of eligibility, vesting, vacation entitlement, and severance (but not benefit accrual or level of benefits under defined benefit plans or with respect to any retiree medical benefits) under the employee benefit plans of Buyer which provide benefits to Continuing Employees (the “Buyer Plans”), Buyer shall credit each Continuing Employee with his or her years of service with the Company Entities and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Employee Benefit Plan; provided, however, that, at Closing, Purchaser and its Affiliates provided that such recognition of service shall not hire (i) operate to duplicate any employees benefits of a Continuing Employee with respect to the Companies who are on long term disability at Closingsame period of service or (ii) apply to any Buyer Plan that is grandfathered or frozen, although Purchaser and its Affiliates subsequently may hire such individuals who come off either with respect to level of long-term disability without violating the non-solicitation restrictions in Section 7.6(d)benefits or participation. Notwithstanding the foregoing and subject foregoing, this Section 7.14(a) shall not apply to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated who are covered by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies)a collective bargaining agreement.

Employees; Employee Benefits. (a) Effective as of Immediately following the Closing, Purchaser Buyer shall, and or shall cause its Affiliates the Acquired Companies and each Subsidiary to, employ or continue to employ each Person identified in Section 6.8(a) of the employment of each Disclosure Letter as an employee of the Acquired Companies who was employed by or any such entities Subsidiary immediately prior to the Closing and who is listed any employee of Sellers dedicated to the Business and set forth on Schedule 7.10(aSection 6.8(a)(i) of the Disclosure Letter (all such employees of the “Continuing Acquired Companies, Subsidiaries and Sellers identified in Section 6.8(a) of the Disclosure Letter, the "Affected Employees”) on terms and conditions with respect to "). Buyer or its Affiliates shall offer the Affected Employees, in the aggregate, benefits, including without limitation, severance, salary and wages that are substantially similar bonus opportunity in accordance with the compensation and benefit plans described in Section 6.8(a)(ii) of the Disclosure Letter. Except as required by applicable law or any collective bargaining agreement, under no circumstances shall Buyer or its Affiliates be required to those terms and conditions in effect as of immediately provide or maintain any particular plan or benefit which was provided to or maintained for Affected Employees prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees . Any Affected Employee who is receiving benefits as of the Companies who are on long Closing under Sellers' short-term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of or long-term disability without violating program shall be deemed to be an employee of Sellers until such time as such employee returns to active service and if such employee returns to active service within six months of the non-solicitation restrictions Closing Date, then such employee shall be deemed an Affected Employee and employed by Buyer in Section 7.6(d)accordance with the terms of this Section. Notwithstanding the foregoing and subject Such employment of such employees dedicated to the specific terms provided herein with respect to certain benefitsBusiness who do not have employment agreements shall be, as soon as is reasonably practicable following if permitted under applicable law, employment at will for the Closing, Purchaser shall, and shall cause its Affiliates to, implement purposes of this Section. For purposes of all employee benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive all "employee benefit plans" within the meaning of Section 3(3) of ERISA, and all policies and employee fringe benefit programs, health and welfare benefits and retirement programsincluding vacation policies) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth hereinBuyer (such plans, once programs, policies and arrangements, the "Buyer Plans") in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that which the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Affected Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) may participate following the Closing Date; under which an employee's eligibility or benefit depends, in whole or in part, on length of service, Buyer shall cause credit to be given to the Affected Employees for service previously credited with the Acquired Companies and the Subsidiaries and the Sellers, as the case may be, prior to the Closing, provided, howeverthat such crediting of service does not result in duplication of benefits, and provided, that Seller except as provided in subsection (d) below, such crediting of service shall not have be required for benefit accrual purposes under any responsibility Buyer Plan that is a defined benefit plan. Affected Employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any Buyer Plan for which deductibles or co-payments are required. Buyer shall also use its commercially reasonable best efforts to cause each Buyer Plan to waive (A) any preexisting condition restriction with respect to conditions which were covered under the terms of any analogous plan immediately prior to the Closing or (B) waiting period limitation which would otherwise be applicable to an Affected Employee on or after the Closing to the extent such actions taken by Purchaser or Affected Employee had satisfied any of its Affiliates (including similar waiting period limitation under an analogous plan prior to the Companies)Closing.

Employees; Employee Benefits. (a) Effective as Buyer shall be entitled to discuss potential post-Closing employment opportunities and responsibilities with any Business Employee provided that any employment offers are conditioned upon Closing, and further provided that Buyer shall continue to comply with the non-solicitation provisions of the Closing, Purchaser shall, non-disclosure agreement signed by Buyer and shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by any such entities immediately prior Seller if this Agreement is terminated in accordance with Section 10.1. Prior to the Closing Date and who is listed on as contemplated by Section 3.2, Seller shall effect a restructuring of the Business by terminating certain Business Employees as described in Schedule 7.10(a8.8(a) (the “Continuing EmployeesRestructuring”). Prior to the Closing Date, Seller shall also transfer to the Companies (i) all Business Employees whose employment has not been or will not be terminated as part of the Restructuring and who have agreed to become employed by Buyer or either of the Companies at Closing and (ii) all employees of Seller who have agreed to become employed by Buyer or either of the Companies at Closing. Seller shall pay all costs associated with the Restructuring in accordance with Seller’s current policies and practices. Buyer will take no post-closing actions that will trigger obligations or liabilities on terms and conditions the part of Seller with respect to salary the Restructuring, including without limitation obligations and wages that are substantially similar to those terms liabilities under the Worker Adjustment and conditions in effect Retraining Notification Act, as of immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of amended. Because the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off do not directly employ most of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees their respective employees as of the date hereof. Except as set forth hereinof the Agreement and most employees who perform services for the Business are employed directly by Seller, once certain Intellectual Property Rights and Technology directly related to and used primarily in effectthe current operation of the Business may be owned by Seller pursuant to confidentiality, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser nondisclosure and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. invention assignment agreements between Seller and its Affiliates (excluding such Business Employees and by virtue of the Companies) shall pay employer—employee relationship between Seller and the Business Employees. Prior to the Continuing Employees Closing, Seller shall assign to the Companies all amounts due of Seller’s right, title and interest in and to Intellectual Property Rights and Technology used primarily in the current operations of the Business that was developed or created by the Business Employees, and Seller shall assign to the Companies all applicable right, title and interest of Seller under the existing long-term and short term incentive plan and gainsharing plan operated by such agreements between Seller and its Affiliates with thirty such Business Employees. Prior to Closing, Seller must also record the assignment of all Patents and Trademarks pursuant to this Section in the applicable patent, trademark, or other intellectual property registration office (30) days after which for the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating United States, for example, is the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the CompaniesUnited States Patent and Trademark Office).

Employees; Employee Benefits. (a) Effective On or as soon as reasonably practicable following the execution of this Agreement, Genco Holdings shall provide Buyer with a true and complete list (which shall be confirmed and adjusted as necessary five (5) days prior to the Non-STP Acquisition Closing Date or, in the case of the employees listed on Section 6.8(a) of the Companies Disclosure Letter (the “Scheduled Employees”), the STP Acquisition Closing Date) of (i) all individuals who are employed by the Companies on a full-time, permanent or part-time basis principally at or with respect to the business of the Companies immediately prior to the Non-STP Acquisition Closing Date or, in the case of the Scheduled Employees, the STP Acquisition Closing Date (such individuals hereinafter referred to as the “Active Company Employees”), which list shall include each Active Company Employee’s name, position, hourly wage rate or salary, total compensation (including incentive and similar compensation), the Company by which such Active Company Employee is employed, and the vacation time to which each employee is entitled (for purposes of Section 6.8(b)), and (ii) all individuals who are employees of the Companies on a full-time, permanent or part-time basis and are on a leave of absence (due to sickness, disability or any other reason) immediately prior to the Non-STP Acquisition Closing Date or, in the case of the Scheduled Employees, the STP Acquisition Closing Date (such individuals hereinafter referred to as the “Employees on Leave”), which list shall include the same information provided in clause (i) for Active Company Employees. The parties agree that an Employee on Leave who returns to active employment with the Companies at his or her former work location not later than twelve (12) weeks from the Non-STP Acquisition Closing Date or, in the case of the Scheduled Employees, the STP Acquisition Closing Date (or such later date as required by Law) shall be considered an Active Company Employee as of the Closingdate such individual returns to active employment with a Company at his or her former work location. None of the Companies, Purchaser shall, and Buyer or Buyer’s affiliates shall cause its Affiliates to, have any obligation under this Agreement to continue the employment of each employee of the Companies who was employed by any such entities immediately prior to the Closing and who is listed Active Company Employee or Employee on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable Leave following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that areNon-STP Acquisition Closing Date or, in the aggregate, substantially similar to those provided to the Continuing Employees as case of the date hereofScheduled Employees, the STP Acquisition Closing Date. Except as set forth herein, once in effect, each such plan Parents shall continue in effect for no fewer than six months; provided, however, that the Purchaser retain all responsibility and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee liability for any reason (wages, compensation or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility benefits for any individual employee while such actions taken by Purchaser or any of its Affiliates individual is an Employee on Leave until (including the Companies)and if) such individual becomes an Active Company Employee.

Employees; Employee Benefits. (a) Effective as For a period of twelve months following the ClosingClosing Date, Purchaser shallBuyer shall provide, and or shall cause its Affiliates toto be provided, continue the employment of to each employee of the Companies Company Employee who was is employed by any such entities a Company Entity immediately prior to the Closing and who is listed on Schedule 7.10(a) remains a Company Employee immediately following the Closing (the each a “Continuing EmployeesEmployee”) on terms and conditions with respect to salary and wages ), except in the case of employees of Xxxxxxxx Holdings, LLC or its Subsidiaries that are substantially similar Company Entities, (i) annual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities, in each case, that are no less favorable than the annual base salary or base hourly wages, short-term incentive compensation opportunities and long-term incentive compensation opportunities provided to those terms and conditions in effect as of such Continuing Employee immediately prior to the Closing, (ii) other employee benefits that are no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to the Closing (excluding severance, defined benefit pension benefits, retiree welfare benefits, nonqualified deferred compensation benefits and change in control benefits), and (iii) severance benefits that are no less favorable than the severance benefits provided to such Continuing Employee immediately prior to the Closing. For purposes of eligibility, vesting, vacation entitlement, and severance (but not benefit accrual or level of benefits under defined benefit plans or with respect to any retiree medical benefits) under the employee benefit plans of Buyer which provide benefits to Continuing Employees (the “Buyer Plans”), Buyer shall credit each Continuing Employee with his or her years of service with the Company Entities and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Employee Benefit Plan; provided, however, that, at Closing, Purchaser and its Affiliates provided that such recognition of service shall not hire (i) operate to duplicate any employees benefits of a Continuing Employee with respect to the Companies who are on long term disability at Closingsame period of service or (ii) apply to any Buyer Plan that is grandfathered or frozen, although Purchaser and its Affiliates subsequently may hire such individuals who come off either with respect to level of long-term disability without violating the non-solicitation restrictions in Section 7.6(d)benefits or participation. Notwithstanding the foregoing and subject foregoing, this Section 7.14(a) shall not apply to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated who are covered by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies)a collective bargaining agreement.

Employees; Employee Benefits. (a) Effective Buyer agrees to make an offer of employment to each Sellers Employee on or before the Closing Date. Each such offer of employment shall (i) be effective as of the ClosingClosing Date, Purchaser shall(ii) include a rate of base pay no less than the rate of base pay payable to each Sellers Employee, as set forth on Section 3.10(a) of the Disclosure Letter, and shall cause its Affiliates to, continue the employment (iii) have a principal place of each employee work that is no greater than fifty (50) miles from such Sellers Employee’s principal place of the Companies who was employed by any such entities work immediately prior to the Closing Date. Each Sellers Employee who accepts such offer of employment shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Buyer and who is listed a Transferred Employee, offers of employment shall be on Schedule 7.10(aan at-will basis. (b) For the one-year period commencing on the Closing Date (the “Continuing EmployeesBenefits Maintenance Period”), the Buyer shall (i) on terms provide each Transferred Employee with at least the same rate of base pay and conditions with respect same bonus opportunities to salary and wages that are substantially similar to those terms and conditions in effect as of which each such Transferred Employee is entitled immediately prior to the Closing; provided, however, that, at Closing, Purchaser Closing Date as set forth on Section 3.10(a) and its Affiliates shall not hire any employees Section 3.10(b) of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefitsDisclosure Letter, as soon as is reasonably practicable following the Closing, Purchaser shallapplicable, and shall cause its Affiliates to, implement benefit plans that will (ii) provide the Continuing Transferred Employees with employee benefits (including, but not limited tofor the avoidance of doubt, incentive programsretirement, health retiree medical, welfare and welfare benefits and retirement programsfringe benefits) that are, in the aggregate, substantially similar at least equal in value to those the benefits provided to the Continuing Transferred Employees under the Sellers Benefit Plans immediately prior to the Closing Date. Any employee benefit plans, programs or policies of Buyer or its Affiliates or Subsidiaries in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Buyer Benefit Plans.” Neither Buyer nor any Buyer Benefit Plan shall receive assets from the Sellers Benefit Plans or any other benefit plan maintained by Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates. In addition, Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates, successors or assigns, as applicable, shall retain any liabilities or obligations relating to Sellers Employees under any Sellers Benefit Plan or any other benefit plan maintained by Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates that have accrued prior to the Closing Date. (c) To the extent that service is relevant for any purpose, including eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual, early retirement subsidies, and severance benefits, under a Buyer Benefit Plan, Buyer shall credit, effective as of the date hereof. Except as set forth herein, once in effectClosing Date and under the applicable Buyer Benefit Plans, each Transferred Employee with such plan shall continue in effect for no fewer than six monthsTransferred Employee’s service with, or recognized by, Sempra, Topaz Power Group, STS, Sellers, the Company or their respective Affiliates (including their predecessors) prior to or on the Closing Date, to the same extent as if such service were with Buyer; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies).that

Employees; Employee Benefits. (a) Effective as of (i) On the ClosingClosing Date, Purchaser shall, and shall cause its Affiliates to, continue the employment of each person who is an employee of the Companies who was employed by any such entities Business immediately prior to the Closing and who is listed on Schedule 7.10(a) (the “Continuing "Affected Employees”") on terms shall cease to be an employee of Seller, and conditions (ii) for a one-month period following the Closing Date, Buyer shall cause the Business to continue to employ each such Affected Employee in a position substantially similar to that held with respect the Business as of the Closing Date and at the same location, with salaries or wages substantially equivalent to salary those provided as of such date, except for employees who (i) shall be terminated "for cause," (ii) voluntarily terminate their employment, or (iii) prior to the Closing were employed for a contractually specified time period and wages are terminated upon expiration of that time period. Following the Closing Date, Buyer shall, or shall cause the Business to, provide each Affected Employee with benefits that are substantially similar comparable in the aggregate to those terms and conditions in effect as of the benefits provided to each such Affected Employee immediately prior to the Closing; providedClosing Date. Except as provided in Section 5.8(b), howeverBuyer, thatin providing such substantially comparable benefits, at Closing, Purchaser and its Affiliates shall not hire be required to provide or maintain any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject particular plan or benefit which was provided to or maintained for Affected Employees prior to the specific terms provided herein Closing Date. Buyer shall give full credit for all service with respect to certain benefitsSeller, as soon as is reasonably practicable following the Closingany ERISA Affiliate or any other affiliate of such entities (together with ERISA Affiliates, Purchaser shall"Affiliates"), and shall cause its Affiliates toany predecessor thereto to the extent that service with such predecessor entity was recognized under the applicable Plan of Seller or any Affiliates, implement benefit plans that will provide the Continuing Employees with employee to each Affected Employee for purposes of eligibility to participate in, vesting or payment of benefits (under, including, but not limited to, incentive programs, health and welfare benefits and eligibility for early retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any subsidized benefit provided for under any employee benefit plan (including, 35 44 but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its Affiliates from terminating the employment of subsidiaries (including, without limitation, any Continuing Employee for any reason (vacation pay plan or for no reasonpolicy) following on or after the Closing Date; provided. Prior to the Closing, howeverSeller will furnish Buyer with a list of the length of service with Seller or its Affiliates for each of the Affected Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, that without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of Seller shall not have any responsibility for any such actions taken by Purchaser or any of Affiliate for the current plan year shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer or its Affiliates (including subsidiaries for the Companies)plan year ending in 1996.

Employees; Employee Benefits. (a) Effective as on the Closing Date, Buyer or an Affiliate of Buyer shall offer (and Seller shall give Buyer an opportunity to offer) employment to all Employees (except that Buyer shall not be obligated to offer employment to any of the Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by any such entities immediately prior to the Closing and who is listed Employees identified on Schedule 7.10(a3.13(g) so long as Buyer gives written notice thereof to Seller within five (5) Business Days after the “Continuing Employees”) date hereof), on terms and conditions with respect which, in the aggregate and for a period of at least one (1) year, provide economic value that is substantially comparable to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior provided to the Closing; providedTransferred Employees (as defined below) on the Closing Date, howeverincluding, thatwithout limitation, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement employee benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that arebenefit arrangements which, in the aggregate, provide the Transferred Employees economic value that is substantially similar comparable to those that provided by Seller and its Affiliates to the Continuing Employees on the Closing Date under the Seller Benefit Plans disclosed on Schedule 3.13(b), without taking into account the value of any option or equity-based grants or arrangements, severance arrangements or vacation or other paid time off arrangements. Buyer's offers of employment to such Employees shall be made as of soon as practicable following the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that all such offers of employment shall be made no later than the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay day prior to the Continuing Employees Closing Date and all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement such offers shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following remain open at least until the Closing Date; provided. Those Employees who accept such offers of employment with Buyer or an Affiliate of Buyer effective as of the Closing Date (or, howeverif applicable, upon expiration of any authorized leave within one (1) year of the Closing Date) shall be referred to herein as "Transferred Employees." Seller will deliver to Buyer on the Closing Date an updated version of Schedule 3.13(a) that Seller lists all Employees as of the most recent practicable date, which updated schedule shall not have any responsibility for any also indicate as of such actions taken by Purchaser or any date which such Employees are on a leave of its Affiliates (including absence and the Companies)type of leave.

Employees; Employee Benefits. (a) Effective as All Employees of the Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by First Federal or any such entities immediately prior to the Closing and who is listed on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees First Federal Subsidiary as of the date hereofof this Agreement who are actively employed at the Effective Time and who are offered employment by Century or another bank Subsidiary of Park ("Continuing Employees") at the Effective Time and who are not currently covered by a written employment or severance agreement with First Federal or any First Federal Subsidiary, shall be employed as at will employees of Century or such other bank Subsidiary of Park. Except as set forth herein, once Continuing Employees will be eligible to participate in effect, Park's benefit plans on the earliest date permitted by each such plan plan, with credit for years of service, for purposes of eligibility and vesting (but not for the purpose of accrual of benefits or the allocation of employer contributions), with (i) First Federal or the relevant First Federal Subsidiary and, (ii) to the extent credit would have been given by First Federal or the relevant First Federal Subsidiary for years of service with a predecessor (including any business organization acquired by First Federal or the relevant First Federal Subsidiary), years of service with a predecessor of First Federal or the relevant First Federal Subsidiary. Park shall continue use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitation did not apply to a pre-existing condition under First Federal's or any First Federal Subsidiary's equivalent plan) and eligibility waiting period under group health plans with respect to Continuing Employees and their eligible dependents to be waived. Immediately prior to the Effective Time, Continuing Employees will be paid in effect cash for no fewer than six monthsany accrued and unused sick leave and vacation to which such Continuing Employees are entitled under First Federal's or the relevant First Federal Subsidiary's relevant policies, and, following the Effective Time, such Continuing Employees will be subject to Park's policies with respect to sick leave and vacation. Employees of First Federal or any First Federal Subsidiary who are actively employed at the Effective Time and who have loans from First Federal or a First Federal Subsidiary on which the interest rate is reduced while the Employee continues to be employed by First Federal or the relevant First Federal Subsidiary shall from and after the Effective Time and until the repayment of such loans, whether such Employees of First Federal or any First Federal Subsidiary are terminated or become Continuing Employees, receive the reduction in the interest rate on such loans which is equivalent to the reduction in interest rate received by employees of Century on loans which they have with Century; provided, however, that if (i) at any time after the Purchaser and its Affiliates retain Effective Time, a Continuing Employee voluntarily terminates his or her employment with Century or the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to other bank Subsidiary of Park employing the Continuing Employees all amounts due under Employee or (ii) a Continuing Employee's employment is terminated for cause, such Continuing Employee will no longer receive the existing long-term interest rate reduction provided for in this sentence from and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closingdate of termination of employment. Nothing in this Agreement The foregoing covenants shall be construed as prohibiting Purchaser survive the Merger, and Park shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for the First Federal or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies)relevant First Federal Subsidiary service credits referenced herein.

Employees; Employee Benefits. (a) Effective With the exception of the CBU Plan, the DSLT Supplemental Executive Retirement Plan and the DSLT Top Management Plan (collectively, the "Continued Plans"), the Companies shall cease to be (and Buyer shall not become) a sponsor and cease to be a contributing employer under all benefit plans maintained in whole or in part by Seller, Savannah or any Company prior to Closing. To the extent necessary, if one or more of the Companies is the sole sponsor of any such Company Plans, Seller shall cause such Company Plans to be terminated by the Companies effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If one or more of the Companies is a sponsor but is not the sole sponsor of any such Company Plans, Seller shall cause such action as may be necessary to be taken to completely sever the Companies' sponsorship of such Company Plans, effective not later than the Closing Date (or, if the plan is a defined benefit plan, one day before the Closing Date). If the plan is a plan subject to Section 204(h) of ERISA, Seller shall take all further actions that may be required to cease permanently the accrual of any further benefits under the plan including, without limitation, the issuance of any notices in advance of such cessation. With the exception of the Continued Plans, from and after the Closing, neither Buyer nor any Company shall adopt, continue, contribute to or in any other manner accept or continue responsibility for the administration or funding of any benefit plan that was maintained prior to Closing by Company for the benefit of employees. There shall be no spin-off of either liabilities or assets from any Company Plan prior to Closing to any plan covering employees on and after Closing. On and after the Closing, until at least the first anniversary of the Closing, Purchaser shall, and Buyer shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by any such entities immediately prior to provide the Closing and who is listed on Schedule 7.10(a) (the “Continuing Employees”) on terms and conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closingwith salary and benefit plans, although Purchaser programs and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, arrangements no less favorable in the aggregate, substantially similar to aggregate than those currently provided to by the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies)applicable Company.

Employees; Employee Benefits. (a) Effective as (i) On the Closing Date, each person who is an employee or independent contractor of the Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of the Companies who was employed by any such entities Seller immediately prior to the Closing and who is listed on Schedule 7.10(a) (the “Continuing Employees”"Affected Employees and Independent Contractors") on terms shall cease to be an employee or independent contractor of Seller, and conditions (ii) for at least a one-month period following the Closing Date, Buyer shall cause the Business to continue to employ each such Affected Employee and Independent Contractor in a position substantially similar to that held with respect Seller as of the Closing Date and at the same location, with salaries or wages substantially equivalent to salary those provided as of such date, except for employees or independent contractors who (x) shall be terminated "for cause," (y) voluntarily terminate their employment, or (z) prior to the Closing were employed for a contractually specified time period and wages are terminated upon expiration of that time period. Following the Closing Date, Buyer shall, or shall cause the Business to, provide each Affected Employee and Independent Contractor with benefits that are substantially similar comparable in the aggregate to those terms the benefits provided, in Buyer's sole discretion, to (x) similarly situated employees and conditions in effect as independent contractors of Buyer, or (y) each such Affected Employee or Independent Contractor immediately prior to the Closing; providedClosing Date. Except as provided in Section 5.4(b), howeverBuyer, thatin providing such substantially comparable benefits, at Closing, Purchaser and its Affiliates shall not hire be required to provide or maintain any employees of the Companies who are on long term disability at Closing, although Purchaser particular plan or benefit which was provided to or maintained for Affected Employees and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject Independent Contractors prior to the specific terms provided herein Closing Date. Buyer shall give full credit for all service with respect Seller or any ERISA Affiliate to certain benefitsthe extent that service was recognized under the applicable Plan of Seller or any ERISA Affiliate, as soon as is reasonably practicable following the Closingto each Affected Employee or Independent Contractor for purposes of eligibility to participate in, Purchaser shall, and shall cause its Affiliates to, implement vesting or payment of benefits under any employee benefit plans that will provide the Continuing Employees with employee benefits plan (including, but not limited to, incentive programsany "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer or its subsidiaries (including, health and welfare benefits and retirement programswithout limitation, any vacation pay plan or policy) that are, in on or after the aggregate, substantially similar to those provided Closing Date but not for purposes of benefit accrual. Prior to the Continuing Employees as Closing, Seller will furnish Buyer with a list of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and length of service with Seller or its Affiliates retain for each of the right to replace the gainsharing Affected Employees and incentive plans after January 31Independent Contractors. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, 2008. Seller without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due claims previously recognized for similar purposes under the existing long-term and short term incentive applicable welfare benefit plan and gainsharing of Seller or any Affiliate for the current plan operated by Seller and its Affiliates with thirty (30) days year shall be credited or recognized under the comparable plan maintained after the Closing. Nothing Closing Date by Buyer or its subsidiaries for the plan year ending in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; provided, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies)1998.

Employees; Employee Benefits. (a) Effective The Purchaser may, in its sole discretion, make an offer of employment to, and employ, certain Employees of Seller, but shall not be obligated to do so. Those Employees to whom the Purchaser makes an offer of employment, and who become employed by the Purchaser, are referred to herein individually as of a “Transferred Employee” and collectively as the Closing, Purchaser shall“Transferred Employees.” The Seller shall be responsible for, and shall cause its Affiliates toindemnify and hold harmless (as set forth in Article VII of this Agreement) the Purchaser from and against, continue the employment of each employee of the Companies who was employed by any such entities immediately prior to the Closing and who is listed on Schedule 7.10(a) (the all severance, termination, retention, “Continuing Employees”) on terms and conditions golden parachute,” unemployment compensation or any similar payment or other liabilities or obligations with respect to salary and wages that are substantially similar any Employee, whether or not the Purchaser extends an offer of employment to those terms and conditions in effect as such Employee, whether or not such Employee accepts employment with the Purchaser, whether pursuant to any corporate policy, plan, agreement, or arrangement of immediately prior to the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein Seller with respect to certain benefitssuch Employee, as soon as is reasonably practicable following the Closingany Benefit Plan, Purchaser shall, or by law (domestic or foreign and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programsany liability under the Workers Adjustment and Retraining Notification Act as it may be amended from time to time and the provisions of Section 4980B of the Code and Part 6 of the Subtitle B of Title I of ERISA), health and welfare benefits whether or not pursuant to individual agreement or commitment or group plan. No agreement, understanding or arrangement entered into by a Transferred Employee and retirement programsthe Seller prohibits or restricts (or shall prohibit or restrict) that are, in any Employee from disclosing Proprietary Information of the aggregate, substantially similar to those provided Seller to the Continuing Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and or its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing The Purchaser shall not assume any of the Seller’s Benefit Plans. To the extent required by the terms of any such plan or program, the Purchaser shall give each Transferred Employee credit for such employee’s service with the Seller and any of its Affiliates and any of their respective predecessors prior to the Closing for all purposes, including participation requirements, vesting and benefit accrual (except for purposes of benefit accrual under any defined benefit pension plan sponsored by the Purchaser or any of its Affiliates) under any benefit plan or program of the Purchaser and any of its Affiliates in which Transferred Employees are eligible to participate, except to the extent that such credited service would result in a duplication of benefits. Subject to applicable law, except as forth in this Agreement Section 4.03, as of and after the Closing Date, the Purchaser shall not assume any obligation or liability for and the Seller shall remain responsible for (i) any vested benefits accrued by Transferred Employees, Employees and former employees under any Benefit Plans, whether or not set forth in any employment agreement with the Seller, including, without limitation, under any equity appreciation or stock option plans of the Seller and (ii) any and all obligations and liabilities to Transferred Employees, Employees and former employees of the Seller related to any employment or service performed or otherwise, which were incurred or accrued prior to the Closing, including, without limitation, under any Benefit Plans that the Seller is or becomes obligated to provide prior to or after the Closing, including, without limitation, retirement benefits, disability payments and the obligation to provide COBRA continuation coverage to such former employees and their beneficiaries, whether payable prior to or after the Closing. The Purchaser shall be construed solely responsible for all severance, termination and other liabilities pursuant to the Purchaser’s plans or policies related to the termination of employment of each Transferred Employee whose employment is terminated by the Purchaser after the Closing Date and shall be responsible for all other liabilities relating to the Transferred Employees that arise after the Closing Date. As soon as prohibiting practicable on or after the Closing Date, the Purchaser shall take any and all action necessary to cause the trustee of any tax-qualified defined contribution plan of the Purchaser or any of its Affiliates to which any Transferred Employee becomes a participant (“Purchaser 401(k) Plan”) to accept a direct rollover of all of such Transferred Employee's “eligible rollover distribution” within the meaning of Section 402 of the Code from terminating the employment Seller’s 401(k) plan, which shall consist of only cash and any Continuing Employee for any reason (or for no reasonoutstanding qualifying 401(k) following the Closing Date; provided, however, that Seller plan loan notes. Any such qualifying 401(k) plan loan notes shall not have any responsibility for any be treated as due and payable immediately as of the date such actions taken by rollover occurs and instead shall be transferred to the Purchaser or any of its Affiliates (including the Companies)401(k) Plan.

Employees; Employee Benefits. (a) Effective as Purchaser agrees to offer employment, beginning on the Closing Date, to all of Seller's non-union employees who are employed in the ClosingBusiness, Purchaser shallexcept for Mr. Xxxxxxxx X. Xxxxxxx, whose continuing employment is governed by a contract between Seller and Mr. Xxxxxxx, xx the same or in substantially comparable positions, and shall cause its Affiliates to, continue with at least the employment same rate of each employee of the Companies who was employed by any base compensation and with comparable bonus and commission opportunities as are existing for such entities employees immediately prior to the Closing Date, and who is listed on Schedule 7.10(a) (to maintain the “Continuing Employees”) on terms position and conditions with respect compensation level of such employees for a reasonable period of time after the Closing Date. Purchaser further agrees to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior to enter into a collective bargaining agreement between the Closing; provided, however, that, at Closing, Purchaser and its Affiliates shall not hire any the United Steelworkers of America, and to offer employment under the terms thereof, beginning on the Closing Date, to Seller's union employees of the Companies Business. Non-union employees who are on long a leave of absence or are not working due to a short-term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of or long-term disability without violating as of the non-solicitation restrictions Closing Date will remain the responsibility of Seller until they are able to return to work, at which time they will be offered employment by Purchaser in Section 7.6(d)accordance with the provisions of this section. Notwithstanding All employees who accept offers of employment made to them hereunder shall be referred to herein as the foregoing and "Hired Employees." Purchaser agrees that it shall not terminate any Hired Employees for a reasonable period of time after the Closing Date except for poor job performance, an act or omission on the part of the Hired Employee being terminated that would constitute "just cause," or a material -30- 39 adverse change in the Business. In the event that a Hired Employee who is terminated, whether such termination is actual or constructive, for any reason within one year of the Closing Date should become entitled as a result to severance, other benefits, or any other amounts of any kind from Seller solely as a result of such termination, including any payments that may arise as a result of the application of the WARN Act to the termination, Purchaser shall indemnify Seller in full for all such severance costs or other benefits or other amounts. Such indemnification shall include any reasonable attorney's fees or costs incurred by Seller in defending against any claim for severance, benefits, or other amounts made by any Hired Employee. Purchaser agrees to provide the Hired Employees who are not subject to the specific terms provided herein a collective bargaining agreement with respect to certain benefits, as soon as a program of benefits which is reasonably practicable following the Closing, Purchaser shall, and shall cause its Affiliates to, implement benefit plans that will provide the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that aresimilar, in the aggregate, substantially similar in the reasonable opinion of Seller, to those the program of benefits being provided to the Continuing Hired Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following immediately prior to the Closing Date; provided. With respect to the Hired Employees whose employment is subject to a collective bargaining agreement, howeverPurchaser agrees to offer a program of benefits which is reasonably similar, that Seller shall not have any responsibility in the aggregate, in the reasonable opinion of Seller, for any each Hired Employee to the program of benefits provided immediately prior to the Closing to such actions taken Hired Employees by Seller. The following subparagraphs set forth certain specific covenants of Purchaser and agreements between the parties with respect to particular benefits to be provided to the Hired Employees by Purchaser or any of its Affiliates (including the Companies)pursuant to this section.

Employees; Employee Benefits. (a) Effective as 6.1 Employees of the Closing, Purchaser shall, and shall cause its Affiliates to, continue the employment of each employee of the Companies OTC who was employed by any such entities immediately prior to the Closing Date were dedicated to the Cappel Operations and who is listed on Schedule 7.10(a) which are identified in Schxxxxx 4 hereto (the “Continuing "Transferred Employees”") on terms and conditions with respect to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior to the Closing; provided, however, that, at Closing, will be offered employment by Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject to the specific terms provided herein with respect to certain benefits, as soon as is reasonably practicable practical following the ClosingClosing Date which employment, Purchaser shallif accepted by the Transferred Employees, and shall cause its Affiliates to, implement benefit plans that will provide become effective upon the Continuing Employees with employee benefits (including, but not limited to, incentive programs, health and welfare benefits and retirement programs) that are, in the aggregate, substantially similar to those provided to the Continuing Employees as earlier of the date hereofsuch Transferred Employees commence employment with Purchaser or December 31, 1996 (such actual employment date shall hereinafter be referred to as "Purchaser Employment Date"). Except as set forth herein, once in effect, each such plan explicitly provided otherwise hereinafter Purchaser shall continue in effect become responsible for no fewer than six months; provided, however, that all costs and liabilities attributable to Transferred Employees who accept and actually commence employment with Purchaser accruing on and after the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Employment Date; provided, however, that Seller Purchaser shall not have any responsibility be responsible for any liabilities arising under the OTC's employee benefit plans. To the extent necessary, OTC may continue to communicate with the Transferred Employees regarding their rights and entitlement to any benefits under OTC's employee benefit plans, subject to Purchaser's prior approval, which shall not be unreasonably withheld. Effective on the Purchaser Employment Date, OTC shall, and hereby does, release all Transferred Employees who accept employment with Purchaser from any employment and/or confidentiality agreement previously entered into between OTC and such actions taken Transferred Employees to the extent (but only to the extent) necessary for Purchaser to operate the business acquired from OTC hereunder in the same manner as operated by OTC prior to the Closing Date. OTC has previously delivered to Purchaser a list of its employment policies and practices. The amount of severance pay entitlement on the Purchaser Employment Date under the OTC's severance policy is a preserved severance pay entitlement ("Preserved Severance Pay") for each Transferred Employee who accepts and actually commences employment with Purchaser. Should a Transferred Employee who accepts and actually commences employment with Purchaser be laid off by Purchaser after transfer due to a reduction in force or position elimination, such employee will receive from Purchaser the greater of their Preserved Severance Pay or the amount of severance pay due under the Purchaser's severance pay policy unless and except to the extent such Transferred Employee has previously been paid severance by OTC at the time OTC acquired the Cappel business. Notwithstanding anything xxxxxx to the contrary, Purchaser undertakes no obligation to employ any persons other than a Transferred Employee and Purchaser shall assume no obligation or liability with respect to any Employee who is not a Transferred Employee or with respect to any Transferred Employee who does not accept or actually commence employment with Purchaser. An individual shall be included as a Transferred Employee notwithstanding the fact that the individual, on the Closing Date or the Purchaser Employment Date, is on leave of absence, vacation or on short-term disability. 6.2 All Transferred Employees who accept and actually commence employment with Purchaser shall become participants in the Purchaser's health and medical plans on the Purchaser Employment Date, or the first day of the calendar month following, if the Purchaser Employment Date is not the first day of a month. Purchaser further agrees to waive the exclusions from coverage under group health, life and disability insurance for "pre-existing conditions" for such Transferred Employees. 6.3 On and after the Purchaser Employment Date, or the first day of the calendar month following, if the Purchaser Employment Date is not the first day of a month, Purchaser shall be solely responsible for any and all benefits and the cost of any and all benefits to which the Transferred Employees who accept and actually commence employment with Purchaser are entitled pursuant to the terms of the Purchaser`s plans or programs, in effect from time to time, provided, however, that liabilities relating to the claims of such Transferred Employees for medical benefits incurred for medical services rendered to, and purchases of prescription drugs and other health care products made by such persons while actively employed by OTC and thereafter through the last day of the calendar month in which their employment with OTC terminates shall be retained by OTC, subject to the provisions of its Affiliates medical benefit plans as in effect on such date. The amount of medical expenses applied at the Purchaser Employment Date to satisfy the annual deductible and annual out of pocket expenses under the OTC Medical Plan for each Transferred Employee who accepts employment with Purchaser, will be recognized by the Purchaser as being applied to the Purchaser's health and medical plans' deductible and out of pocket expenses for the Purchaser's current plan year. 6.4 Through the Purchaser Employment Date, Purchaser shall grant paid vacation days to all Transferred Employees who accept and actually commence employment with Purchaser and who have accrued and unused vacation days due from OTC as of the Purchaser Employment Date, under OTC's vacation policy. 6.5 OTC shall, with respect to Transferred Employees, up to and including the last day of the month in which they become employed by Purchaser and/or OTC terminates their employment be solely responsible for the cost of any and all benefits to which Transferred Employees are entitled under the terms of OTC's retirement, health and welfare plans while employed by OTC, and subject to the terms of the applicable plan as in effect from time to time. OTC shall be responsible for and Purchaser shall. assume no obligation with respect to the payment of all liabilities and obligations (including without limitation all accrued but unpaid wages, commissions, severance pay, vacation pay, sick pay, and holiday pay) for any Employees of OTC who are not Transferred Employees as well as for Transferred Employees who do not accept or do not actually commence employment with Purchaser. OTC shall be responsible for the payment of any amounts due to its Employees (including the Companies).Transferred Employees) pursuant to its employee benefit plans as a result of the employment of its Employees, provided that in determining bonuses and other similar payments due to Transferred Employees who accept employment with Purchaser for any period ended on or prior to the Purchaser Employment Date, OTC shall, if payment thereof will occur after the Purchaser Employment Date, waive any requirement that employees be employees of OTC on the date such bonuses or other similar payments are paid. OTC shall be responsible for reporting all employee-related costs and liabilities of Transferred Employees who accept employment with Purchaser accruing prior to the Purchaser Employment Date, whether payable on or after the Purchaser Employment Date. OTC is responsible for all incurred but unreported or unpaid medical claims occurring prior to the Purchaser Employment Date and for the cost associated with any hospital confinement which commences prior to the Purchaser Employment Date. 6.6 OTC and Purchaser agree to provide any information and to take any actions reasonably required to effect the provision of this Article 6. OTC and Purchaser acknowledge, that it is their intention that no group health plan maintained by Purchaser shall constitute a successor plan to any of the OTC's group health plans, and Purchaser is not a successor employer with respect to OTC's group health plans, and OTC is not a predecessor employer with respect to Purchaser's group health plans, within the meaning of the COBRA health continuation coverage provisions contained in Internal Revenue Code Section 4908B(f) and the corresponding provisions of the Employee Retirement Income Security Act of 1974. ARTICLE 7 -

Employees; Employee Benefits. (a) Effective Buyer shall offer to employ each person listed on Schedule 5.9(a), who is an employee of either Seller or its affiliates or Systems Chemistry on the Closing Date (the "Affected Employees"), other than Affected Employees who are not actively employed by Seller or its affiliates or Systems Chemistry on the Closing Date in a position substantially similar to that held with Seller or its affiliates or Systems Chemistry as of the ClosingClosing Date, Purchaser shall, and with base salaries or wages substantially equivalent to those provided as of such date. Buyer shall cause its Affiliates to, continue provide each Affected Employee who accepts employment with Buyer ("Transferred Employee") with benefits that are comparable in the employment of each employee of aggregate to the Companies who was employed by any benefits under the Plans provided to such entities Transferred Employees immediately prior to the Closing and who is listed on Schedule 7.10(a) (Date. Nothing in this Section 5.9 shall be deemed to require Buyer to retain any Transferred Employee for any period of time. Buyer agrees that as to any Affected Employee not offered employment, such action shall not be upon the “Continuing Employees”) on terms and conditions with respect basis of race, sex, age, religion, disability or national origin. Buyer's offer of employment may be conditioned upon an Affected Employee reporting to salary and wages that are substantially similar to those terms and conditions in effect as of immediately prior work within six business days after the Closing Date or providing a written physician's statement acceptable to the Closing; providedBuyer that the individual is fit to perform his or her job. Buyer shall give full credit for all service with Systems Chemistry, howeverSeller, thatany ERISA Affiliate or any other affiliate of such entities (together with ERISA Affiliates, at Closing"Affiliates"), Purchaser and its Affiliates shall not hire any employees of the Companies who are on long term disability at Closing, although Purchaser and its Affiliates subsequently may hire such individuals who come off of long-term disability without violating the non-solicitation restrictions in Section 7.6(d). Notwithstanding the foregoing and subject predecessor thereto to the specific terms provided herein extent that service with respect such predecessor entity was recognized under the applicable Plan, to certain benefits, as soon as is reasonably practicable following the Closing, Purchaser shalleach Transferred Employee for purposes of eligibility to participate in, and shall cause its Affiliates to, implement vesting under any employee benefit plans that will provide the Continuing Employees with employee benefits plan (including, but not limited to, incentive programs, health and welfare benefits and retirement programsany "employee benefit plan" as defined in Section 3(3) that are, in the aggregate, substantially similar to those provided to the Continuing of ERISA) maintained by Buyer or its subsidiaries for Transferred Employees as of the date hereof. Except as set forth herein, once in effect, each such plan shall continue in effect for no fewer than six months; provided, however, that the Purchaser and its Affiliates retain the right to replace the gainsharing and incentive plans after January 31, 2008. Seller and its Affiliates (excluding the Companies) shall pay to the Continuing Employees all amounts due under the existing long-term and short term incentive plan and gainsharing plan operated by Seller and its Affiliates with thirty (30) days on or after the Closing. Nothing in this Agreement shall be construed as prohibiting Purchaser or any of its Affiliates from terminating the employment of any Continuing Employee for any reason (or for no reason) following the Closing Date; providedDate except Buyer's retiree medical plan, however, that Seller shall not have any responsibility for any such actions taken by Purchaser or any of its Affiliates (including the Companies).severance pay