Common use of Employment of Employees Clause in Contracts

Employment of Employees. On the Closing Date, NDC shall offer ------------------------ employment to those Employees of the Acquired Business listed on Schedule 2.13 of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDC's offer of employment are hereinafter referred to as the "Hired Employees." Except as otherwise provided herein, PMSI shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date. PMSI shall be responsible for the payment of any amounts due to its Employees (including the Hired Employees) pursuant to the PMSI Benefit Plans as a result of the employment of its Employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing Date, PMSI shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing Date, waive any requirement that such Employees be employees of PMSI on the date such bonuses or other similar payments are paid. PMSI shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Closing Date and for the cost associated with any hospital confinement which commences prior to the Closing Date. NDC shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, PMSI shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI and such Hired Employees relating to the Acquired Business to the extent (but only to the extent) necessary for NDC to operate the Acquired Business in the same manner as operated by PMSI prior to the Closing Date.

Employment of Employees. On the Closing Date, NDC shall Purchaser will offer ------------------------ employment to those each of the salaried Employees of the Acquired Business listed on Schedule 2.13 of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDC's offer of employment are hereinafter referred to as the "9.1 (“Hired Employees." Except ”) at substantially equivalent rates of pay and working conditions as otherwise provided herein, PMSI offered by Seller immediately prior to the date of this Agreement. Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees employees of Encore Trust, the Business or Company for all periods ending on or prior to the Closing DateEffective Time; provided that Purchaser will reimburse Seller for up to $500,000 of actual severance costs incurred by Seller as a result of Purchaser not hiring certain employees of Encore Trust, the Business or Company following the Effective Time; provided further that (i) Purchaser shall only be obligated to reimburse Seller for severance pay owed by Seller pursuant to employee agreements or benefit plans in existence and effect as of the date of this Agreement, and (ii) Seller shall provide proof satisfactory to Purchaser of its actual payment of such severance to employees of the Business or Company not hired by Purchaser. PMSI Seller shall be responsible for the payment of any amounts due to its Employees employees (including the Hired Employees) pursuant to the PMSI Employee Benefit Plans of Seller as a result of the employment of its Employeesemployees prior to the Effective Time, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing DateEffective Time, PMSI Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing DateEffective Time, waive any requirement that such Employees employees be employees of PMSI Seller on the date such bonuses or other similar payments are paid. PMSI Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Closing Date Effective Time and for the cost associated with confinement in any hospital confinement medical care, nursing, rehabilitation or similar facility which commences prior to the Closing DateEffective Time. NDC Seller shall become be responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans or (b) liabilities Liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date1993 or any policy, PMSI shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI and such Hired Employees relating to the Acquired Business to the extent (but only to the extent) necessary for NDC to operate the Acquired Business in the same manner as operated by PMSI prior to the Closing Dateprogram or plan.

Employment of Employees. On the Closing Date, NDC except as provided in Section 12.3, Buyer shall offer ------------------------ employment to those Employees all of the Acquired Business listed on Schedule 2.13 salaried and nonsalaried employees of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDC's offer Seller Group Companies, who are employed by the Seller Group Companies as of employment are hereinafter referred to as the "Hired Employees." Except as otherwise provided herein, PMSI shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date. PMSI shall be responsible for the payment of any amounts due to its Employees (including the Hired Employees) pursuant to the PMSI Benefit Plans as a result of the employment of its Employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing Date, PMSI shallat substantially equivalent rates of pay and working conditions, if payment thereof will occur after respectively, offered by the Closing Date and the applicable performance period has been completed prior Seller Group Companies to such employees as of the Closing Date, waive provided that, subject to any requirement that restrictions provided under any collective bargaining or labor contract listed on Schedule 3.21, such employees comply with Buyer’s customary hiring procedures (including drug testing). Employees of the Seller Group Companies who accept such offer of employment from Buyer shall be referred to herein as “Assumed Employees”. Except as specifically set forth herein, the Seller Group Companies shall retain all responsibility for all employees of PMSI on the date such bonuses or Seller Group Companies other similar payments are paid. PMSI than the Assumed Employees and Buyer shall be responsible for all incurred but unreported or unpaid medical claims occurring prior liabilities relating to the Closing Date and for the cost associated with any hospital confinement which commences prior to the Closing Date. NDC shall become responsible for all costs and liabilities attributable to Hired Assumed Employees accruing on from and after the Closing Date; provided, however, that NDC . Buyer shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans all legally mandated continuation coverage for all Assumed Employees and their covered dependents who have a loss of health care coverage due to a qualifying event on or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on occurring following the Closing Date, PMSI shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI and such Hired Employees relating to the Acquired Business to . To the extent (but only to there is any gap in health care coverage for any Assumed Employees between the extent) necessary for NDC to operate Closing and the Acquired Business in date on which such Assumed Employees will be covered under Buyer’s health care plan, Buyer will pay the same manner as operated cost of any health care coverage during such gap period over and above the amount of the costs funded by PMSI each such Assumed Employee immediately prior to Closing. The Seller Group Companies shall be responsible for all legally mandated continuation coverage for all employees of the Seller Group Companies who are not Assumed Employees and their covered dependents who have a loss of health care coverage due to a qualifying event occurring on or before the Closing Date.

Employment of Employees. On or before the Closing Date, NDC Purchaser shall offer ------------------------ employment to those Employees all salaried and nonsalaried employees of the Acquired Business listed (except for (a) employees who are on Schedule 2.13 Seller's salary continuation program for employees of the PMSI Database Disclosure Memorandum. PMSI agrees Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Mike XxXxxxx xxx Stevx Xxxxxx, xxch of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to use its commercially reasonable efforts the Closing Date, and thereafter will provide services to assist NDC in hiring such Employees the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and will use its commercially reasonable efforts working conditions, respectively, offered by Purchaser to make such Employees available to NDCsimilarly situated employees of Purchaser on the date of this Agreement. All such Employees employees of the Business accepting NDCPurchaser's offer of employment are hereinafter referred to as the "Hired Employees." Except as otherwise provided herein, PMSI Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees employees of the Business for all periods ending on or prior to the Closing DateEffective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. PMSI Seller shall be responsible for the payment of any amounts due to its Employees employees (including the Hired Employees) pursuant to the PMSI Company Benefit Plans as a result of the employment of its Employeesemployees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing DateEffective Time, PMSI Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing DateEffective Time, waive any requirement that such Employees employees be employees of PMSI Seller on the date such bonuses or other similar payments are paid. PMSI Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Closing Date Effective Time and for the cost associated with any hospital confinement which commences prior to the Closing DateEffective Time. NDC Seller shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) all liabilities arising under the PMSI Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, PMSI Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI Seller and such Hired Employees relating to the Acquired Business to the extent (but only to the extent) necessary for NDC Purchaser to operate the Acquired Business in the same manner as operated by PMSI Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On the Closing Date, NDC shall offer ------------------------ Purchaser agrees to offer, or cause its affiliate to offer, employment to Jeff Xxxxx xxx Derrxxx Xxxx xx competitive salaries and benefits to perform substantially the same responsibilities as on the date hereof. In addition, except as set forth on SCHEDULE 11.2.1 (which Schedule will be delivered to Sellers not less than four (4) days prior to the Closing Date), Purchaser will offer, or cause its affiliate to offer, employment, on such terms and conditions as Purchaser may establish, to those Employees employees shown on SCHEDULE 5.18.1. All employees of the Acquired Furniture Business listed on Schedule 2.13 of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDCPurchaser's offer of employment are employment, together with Jeff Xxxxx xxx Derrxxx Xxxx, xxe hereinafter referred to as the "Hired Employees." Except for the Assumed Liabilities (as otherwise provided herein, PMSI to which Purchaser shall be responsible for the payment of all earned but unpaid salariesresponsible), bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date. PMSI each Seller shall be responsible for the payment of any amounts due to its Employees employees (including the Hired Employees) pursuant to the PMSI Employee Benefit Plans as a result of the employment of its Employeesemployees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing Date, PMSI Effective Time. Each Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing DateEffective Time, waive any requirement that such Employees employees be employees of PMSI either Seller on the date such bonuses or other similar payments are paid. PMSI Except as specifically set forth in SCHEDULE 2.1(b), and except for Assumed Liabilities (as to which Purchaser shall be responsible), Sellers shall be responsible for all incurred but unreported or medical claims and unpaid medical claims occurring prior to the Closing Date Effective Time and for the cost associated with any hospital confinement which commences prior to the Closing DateEffective Time. NDC Sellers shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) all liabilities arising under the PMSI Employee Benefit Plans Plans, or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, PMSI each Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI either Seller and such Hired Employees relating to the Acquired Furniture Business to the extent (but only to the extent) necessary for NDC Purchaser to operate the Acquired Furniture Business in the same manner as operated by PMSI Sellers prior to the Closing Date. Each Hired Employee shall be credited for their uninterrupted length of service with Sellers for any "employee pension benefit plan" (within the meaning of ERISA) maintained by Purchaser or Purchaser's affiliate which a Hired Employee from and after the Closing is or becomes eligible to participate and elects to so participate (to the extent an election is so required). Seller agrees to amend their 401(k) plan to the extent necessary to permit, in accordance with Section 401(k)(10)(A)(ii) of the Code and regulations thereunder, each Hired Employee to elect to a lump sum distribution of their vested account balance after Closing.

Employment of Employees. On the Closing Date, NDC Purchaser ------------------------ shall offer ------------------------ employment to those Employees to: (i) all of the Acquired salaried and non-salaried manufacturing and production employees at the Division's manufacturing facilities, and (ii) substantially all of the salaried and non-salaried administrative and clerical employees of the Business (except, in both cases, for employees who are (a) on Seller's salary continuation program for employees of the Business, (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date, and (c) those employees listed on Schedule 2.13 11.1 hereto) at substantially equivalent rates of pay and working conditions, respectively, offered by Seller to such Employees on the date of this Agreement. All employees of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees Business accepting NDCPurchaser's offer of employment are hereinafter referred to as the "Hired Employees." Except To the extent not reflected on the Closing Date Balance Sheet or otherwise defined as otherwise provided hereinan Assumed Liability, PMSI Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees employees of the Business for all periods ending on or prior to the Effective Time. To the extent not reflected on the Closing Date. PMSI Date Balance Sheet or otherwise defined as an Assumed Liability, Seller shall be responsible for the payment of any amounts due to its Employees employees (including the Hired Employees) pursuant to the PMSI Benefit Plans as a result of the employment of its Employeesemployees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing DateEffective Time, PMSI Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing DateEffective Time, waive any requirement that such Employees employees be employees of PMSI Seller on the date such bonuses or other similar payments are paid. PMSI To the extent not reflected on the Closing Date Balance Sheet or otherwise defined as an Assumed Liability, Seller shall be responsible for all medical claims (including all incurred but unreported or unpaid unpaid) arising out of treatment provided on or prior to, or hospitalization or confinement for medical claims occurring reasons in any health care or treatment facility that commenced on or prior to and continues through and after, the Closing Date Effective Time and for the cost all costs associated with any hospital confinement which commences prior to the Closing Datesuch medical claims. NDC Purchaser shall become responsible for all costs salaries and liabilities attributable compensation payable to Hired Employees accruing for employment services first provided on and or after the Closing DateEffective Time; provided, however, that NDC Purchaser shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans (other than the Transferred Benefit Plans), or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993 unless such liability arises from Purchaser's failure to comply with the Family and Medical Leave Act of 1993. Effective on the Closing Date, PMSI Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI Seller and such Hired Employees relating to the Acquired Business to the extent (but only to the extent) necessary for NDC Purchaser to operate the Acquired Business in the same manner as operated by PMSI Seller prior to the Closing Date. Seller does not release any Hired Employee from any confidentiality agreement executed by such Hired Employee in favor of third parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On the Closing Date, NDC shall offer ------------------------ Purchaser agrees to offer, or cause its affiliate to offer, employment to Jeff Irwin and Derrill Rice ax xxxxxxxtive xxxxxxxx xnd benefits to perform substantially the same responsibilities as on the date hereof. In addition, except as set forth on SCHEDULE 11.2.1 (which Schedule will be delivered to Sellers not less than four (4) days prior to the Closing Date), Purchaser will offer, or cause its affiliate to offer, employment, on such terms and conditions as Purchaser may establish, to those Employees employees shown on SCHEDULE 5.18.1. All employees of the Acquired Furniture Business listed on Schedule 2.13 of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDCPurchaser's offer of employment are hereinafter referred employment, together with Jeff Irwin and Derrill Rice, xxx xxxxxnaftex xxxxxxxx to as the "Hired Employees." Except for the Assumed Liabilities (as otherwise provided herein, PMSI to which Purchaser shall be responsible for the payment of all earned but unpaid salariesresponsible), bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date. PMSI each Seller shall be responsible for the payment of any amounts due to its Employees employees (including the Hired Employees) pursuant to the PMSI Employee Benefit Plans as a result of the employment of its Employeesemployees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing Date, PMSI Effective Time. Each Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing DateEffective Time, waive any requirement that such Employees employees be employees of PMSI either Seller on the date such bonuses or other similar payments are paid. PMSI Except as specifically set forth in SCHEDULE 2.1(B), and except for Assumed Liabilities (as to which Purchaser shall be responsible), Sellers shall be responsible for all incurred but unreported or medical claims and unpaid medical claims occurring prior to the Closing Date Effective Time and for the cost associated with any hospital confinement which commences prior to the Closing DateEffective Time. NDC Sellers shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) all liabilities arising under the PMSI Employee Benefit Plans Plans, or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective on the Closing Date, PMSI each Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI either Seller and such Hired Employees relating to the Acquired Furniture Business to the extent (but only to the extent) necessary for NDC Purchaser to operate the Acquired Furniture Business in the same manner as operated by PMSI Sellers prior to the Closing Date. Each Hired Employee shall be credited for their uninterrupted length of service with Sellers for any "employee pension benefit plan" (within the meaning of ERISA) maintained by Purchaser or Purchaser's affiliate which a Hired Employee from and after the Closing is or becomes eligible to participate and elects to so participate (to the extent an election is so required). Seller agrees to amend their 401(k) plan to the extent necessary to permit, in accordance with Section 401(k)(10)(A)(ii) of the Code and regulations thereunder, each Hired Employee to elect to a lump sum distribution of their vested account balance after Closing.

Employment of Employees. On (a) BUYER shall extend offers of employment, as of the Closing Date, NDC shall to all employees (other than Leave Employees as defined in SECTION 4.2(D) -------------- of the Offices as may be employed by SELLER at the Offices as of the Closing Date and will offer ------------------------ employment to those Leave Employees at such time as the leave terminates with SELLER. The employees of the Acquired Business Offices as of the date of this Agreement are listed on Schedule 2.13 SCHEDULE O hereto, which schedule will be updated as ---------- of the PMSI Database Disclosure Memorandum. PMSI agrees Closing Date as necessary to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDC's offer show the employees of employment are hereinafter referred to the Offices as the "Hired Employees." Except as otherwise provided herein, PMSI shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date. PMSI BUYER and SELLER shall be responsible cooperate to allow BUYER to meet with and interview all such employees after the date hereof to determine the most mutually beneficial position for such employees with BUYER. Employees accepting employment with BUYER are referred to herein as the payment "TRANSFERRED EMPLOYEES." A --------------------- Transferred Employee shall not have his or her base salary reduced by BUYER for a period of any amounts due to its Employees twelve (including 12) months after the Hired Employees) pursuant to Closing Date. In the PMSI Benefit Plans as a result of event that BUYER shall terminate the employment of its Employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on a Transferred Employee or prior to a Transferred Employee shall terminate his or her employment (the Closing Date, PMSI shall, if payment thereof will occur after "TERMINATED EMPLOYEE") ------------------- between the Closing Date and the applicable performance period has been completed prior to date which is one (1) year from the Closing Date, waive any requirement other than for cause (as determined in accordance with SELLER's severance plan), BUYER shall pay to the Terminated Employee a sum equal to the greater of that such Employees be employees of PMSI which the Terminated Employee would have received on the date of such bonuses transfer, termination or other similar payments are paid. PMSI shall be responsible for all incurred but unreported or unpaid medical claims occurring prior reduction in salary under the severance plan of SELLER applicable to the Closing Date Terminated Employee as of the date hereof and for set forth in SCHEDULE O or the cost associated with any hospital confinement which commences prior severance plan of BUYER otherwise applicable to the Terminated ---------- Employee as of the Closing Date. NDC Such payment shall become responsible for all costs be due and liabilities attributable to Hired Employees accruing on and after owing the Closing Date; provided, however, that NDC shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective Terminated Employee on the Closing Datedate of such transfer, PMSI shall, termination or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit BUYER and hereby does, release all Hired Employees any Transferred Employee from any entering into an agreement satisfactory to both BUYER and the Transferred Employee providing for resolution of matters set forth in this Section. Nothing contained in this Agreement shall be construed as creating an employment and/or confidentiality agreement previously entered into between PMSI BUYER and such Hired Employees relating to an employee of the Acquired Business to the extent (but only to the extent) necessary for NDC to operate the Acquired Business in the same manner as operated by PMSI prior to the Closing DateOffices.

Employment of Employees. On (a) BUYER shall extend offers of employment, as of the Closing Date, NDC shall offer ------------------------ employment to those Employees such employees of the Acquired Business Offices listed on Schedule 2.13 in SCHEDULE R as may be employed by BANK ONE at the Offices as of the PMSI Database Disclosure Memorandum. PMSI agrees Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, or personal or pregnancy leave and who elect to use its commercially reasonable efforts return to assist NDC in hiring such Employees work not later than one (1) year following the Closing Date; individually and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDC's offer of employment are hereinafter referred to as collectively the "Hired Leave Employees." Except herein) for positions entailing responsibilities in effect at BANK ONE as otherwise provided hereinof the Closing Date, PMSI shall be responsible and for the payment a base salary not less than that paid by BANK ONE as of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date. PMSI shall be responsible for the payment of any amounts due to its Employees (accepting employment with BUYER, including the Hired Employees) pursuant but not limited to the PMSI Benefit Plans as a result of the employment of its Leave Employees, and, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in determining bonuses a comparable position and other similar payments due for comparable compensation to Hired Employees for any period ended on or prior to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, PMSI shallor at the request of the Transferred Employee), if payment thereof will occur after terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the applicable performance period has been completed prior to date which is one (1) year from the Closing Date, waive any requirement other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of that such Employees be employees of PMSI which the Terminated Employee would have received on the date of such bonuses transfer, termination, or other similar payments are paidreduction in salary under the severance plan of BANK ONE applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE R or the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. PMSI Such payment shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to due and owing the Closing Date and for the cost associated with any hospital confinement which commences prior to the Closing Date. NDC shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993. Effective Terminated Employee on the Closing Datedate of such transfer, PMSI shalltermination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and hereby does, release all Hired Employees any Transferred Employee from any employment and/or confidentiality entering into an agreement previously entered into between PMSI satisfactory to both Buyer and such Hired Employees relating to the Acquired Business to the extent (but only to the extent) necessary Transferred Employee providing for NDC to operate the Acquired Business resolution of matters set forth in the same manner as operated by PMSI prior to the Closing Datethis section.

Employment of Employees. On No later than the Closing Date, NDC shall Purchaser will offer ------------------------ employment to those Employees all of the Acquired Business listed Employees set forth on Schedule 2.13 SCHEDULE 11.1 (the "Offered Employees") to be effective as of the PMSI Database Disclosure MemorandumClosing Date. PMSI agrees Unless otherwise required under applicable Law, each such offer shall be (i) for either full-time or part-time employment, consistent with and the same as, such Employee's employment with Seller as of the Closing Date, (ii) with similar duties and responsibilities as Employee is engaged in for the Seller as of the Closing Date, (iii) with base salary that is no less than the base salary such Employee received from the Seller as of the Closing Date, and (iv) a package of benefits, privileges and perquisites that is no less favorable than those offered to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDCsimilarly-situated employees of the Purchaser. All such Employees accepting NDC's offer of employment are hereinafter referred to as the "Hired Employees." Except as otherwise provided herein, PMSI Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing DateEffective Time. PMSI Seller shall be responsible for the payment of any amounts due to its the Employees (including the Hired Employees) pursuant to the PMSI Employee Benefit Plans of Seller as a result of the employment of its Employees, and, in determining bonuses and other similar payments due to Hired the Employees for any period ended on or prior to the Closing Date, PMSI shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing Date, waive any requirement that such Employees be employees of PMSI on the date such bonuses or other similar payments are paidEffective Time. PMSI Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Closing Date Effective Time and for the cost associated with confinement in any hospital confinement medical care, nursing, rehabilitation or similar facility which commences prior to the Closing DateEffective Time. NDC Seller shall become be responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans or (b) liabilities Liabilities associated with any medical leaves of absence taken prior to the Closing Date in connection with the Family and Medical Leave Act of 19931993 or any other policy, program or plan of Seller, except that Purchaser agrees that at the Effective Time all Offered Employees who become Hired Employees shall become employees of Purchaser at the Effective Time notwithstanding their inability to report to work at the Effective Time and Seller shall hold their positions open until they are released by a physician to return to work as an employee of Purchaser. Effective on at the Closing DateEffective Time, PMSI Seller shall, and hereby does, release all Hired Offered Employees from any employment and/or confidentiality agreement previously entered into between PMSI Seller and such Hired Offered Employees relating to the Acquired Business to the extent (but only to the extent) necessary for NDC Purchaser to operate the Acquired Business in the same manner as operated by PMSI Seller prior to the Closing Date. Seller does not release any Offered Employee from any confidentiality agreement executed by such Offered Employee in favor of Third Parties relating to receipt of confidential information in connection with potential business acquisitions.

Employment of Employees. On or before the Closing Date, NDC Purchaser shall offer ------------------------ employment to those all Employees (except for Employees who are () on Worker’s Compensation or other medical disability leave, () on “light duty” as a result of any worker’s compensation or other medical disability, except pregnancy disability, or () otherwise on any other leave or part-time status, other than vacation leave or maternity leave at the Acquired Business listed on Schedule 2.13 Closing Date) at the same rates of the PMSI Database Disclosure Memorandum. PMSI agrees pay and working conditions offered by Seller to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDCon the date of this Agreement. All such Employees accepting NDC's Purchaser’s offer of employment are hereinafter referred to as the "“Hired Employees." Except as otherwise provided herein, PMSI ” Seller shall be responsible for the payment of all earned accrued but unpaid salaries, bonuswages, vacation pay, sick pay, holiday pay, and severance pay due to Hired Employees, up to and other like obligations and payments to including the Employees for all periods ending on Effective Time or prior to the Closing Dateearlier termination of employment. PMSI Seller shall be responsible for the payment of any amounts due to its Employees (including the Hired Employees) pursuant to the PMSI Benefit Seller Plans as a result of the employment of its the Employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing Date, PMSI shall, if payment thereof . Seller will occur after the Closing Date and the applicable performance period has been completed prior to the Closing Date, waive any requirement that such Employees be employees of PMSI on the date such bonuses or other similar payments are paid. PMSI shall be responsible for reporting and paying all incurred but unreported or unpaid medical claims occurring prior to the Closing Date employee-related costs and for the cost associated with any hospital confinement which commences liabilities of Hired Employees accruing prior to the Closing Date. NDC Purchaser shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC . Purchaser shall not be responsible for (a) liabilities arising under the PMSI Benefit Plans or (b) liabilities associated with any leaves taken prior allow Seller access to the Closing Date in connection Hired Employees to perform services as needed to wind up the affairs of Seller, to the extent such services do not unduly interfere with the Family and Medical Leave Act timely performance of 1993. Effective on the Closing Date, PMSI shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI and duties by such Hired Employees relating for Purchaser. The services of the Hired Employees shall be provided, subject to the Acquired Business preceding sentence, free of charge to the extent (but only to the extent) necessary for NDC to operate the Acquired Business in the same manner as operated by PMSI prior to the Closing DateSeller.

Employment of Employees. (a) On the Closing Date, NDC shall offer ------------------------ employment to those Employees of the Acquired Business listed on Schedule 2.13 of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees accepting NDC's offer of employment are hereinafter referred to as the "Hired Employees." Except as otherwise provided herein, PMSI shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the Employees for all periods ending on or prior to the Closing Date, the Buyer shall be entitled to offer, in the Buyer’s sole discretion, employment to any of the current employees of Seller involved in the Business. PMSI The Seller shall be responsible for the payment of any amounts due to all of its Employees (including the Hired Employees) pursuant to the PMSI Benefit Plans employees as a result of the employment of its Employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended employees on or prior to the Closing Date, PMSI including, but not limited to, all salary, wages, compensation, bonuses, expenses or in connection with any Employee Benefit Plans. Except with respect to Seller’s Employee Stock Purchase Plan, the Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing Date, waive any requirement that such Employees employees be employees of PMSI the Seller on the date such bonuses or other similar payments are paid. PMSI The Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Closing Date and for the cost costs associated with confinement in any hospital confinement medical care, nursing, rehabilitation or similar facility which commences prior to the Closing Date. NDC The Seller shall become be responsible for all costs liabilities and liabilities attributable to Hired Employees accruing on and after the Closing Date; provided, however, that NDC shall not be responsible for obligations associated with: (ai) liabilities arising under the PMSI Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 19931993 or any policy, program or plan and (ii) any payments or other benefits due to any of the Seller’s employees as a result of the consummation of transactions contemplated under this Agreement. Effective on as of the Closing DateClosing, PMSI the Seller shall, and hereby does, release all Hired Employees its employees that Buyer elects to hire from any employment employment, non-compete and/or confidentiality agreement agreements previously entered into between PMSI any of the Seller or its Affiliates, on the one hand, and such Hired Employees relating to employees, on the Acquired Business other hand, to the extent (but only to the extent) necessary for NDC the Buyer to operate the Acquired Business substantially in the same manner as operated by PMSI the Seller prior to the Closing Date.

Employment of Employees. On Purchaser may offer employment to any employees of Seller on the Closing Date, NDC shall offer ------------------------ employment to those Employees of the Acquired Business listed on Schedule 2.13 of the PMSI Database Disclosure Memorandum. PMSI agrees to use its commercially reasonable efforts to assist NDC in hiring such Employees and will use its commercially reasonable efforts to make such Employees available to NDC. All such Employees employees accepting NDCPurchaser's offer of employment are hereinafter referred to as the "Hired Employees." Except as otherwise provided herein, PMSI Seller shall be responsible for the payment of all earned wages, commissions, severance pay, accrued but unpaid salaries, bonuswages, vacation pay, sick pay, and holiday pay, severance pay and other like obligations and payments to the Hired Employees of Seller accrued through the Closing Date, and for any employees of Seller who are not Hired Employees, up to and including the date Seller terminates the employment of such employees. Seller shall also be responsible for the payment to all periods ending employees of the Seller on or the Closing Date (including those that become Hired Employees) and former employees of the Seller of all bonuses which become payable after the Effective Time with respect to any fiscal period ended prior to the Closing DateEffective Time. PMSI Seller shall be responsible for the payment of any amounts due to its Employees employees (including the Hired Employees) pursuant to the PMSI Company Benefit Plans (as defined herein) as a result of the employment of its Employeesemployees, and, provided that in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Closing DateEffective Time, PMSI Seller shall, if payment thereof will occur after the Closing Date and the applicable performance period has been completed prior to the Closing DateEffective Time, waive any requirement that such Employees employees be employees of PMSI Seller on the date such bonuses or other similar payments payment are paid. PMSI Seller shall be responsible for reporting all employee-related costs and liabilities of Hired Employees accruing prior to the Closing Date, whether payable on or after the Closing Date. Seller is responsible for all incurred but unreported or unpaid medical claims and workers' compensation claims occurring prior to the Closing Date Effective Time and for the cost costs associated with any hospital confinement which commences prior to the Closing DateEffective Time. NDC Purchaser shall become responsible for all costs and liabilities attributable to Hired Employees accruing on and after the Closing DateEffective Time; provided, however, that NDC Purchaser shall not be responsible for (a) any liabilities arising under the PMSI Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of 1993Plans. Effective on the Closing Date, PMSI Seller shall, and hereby does, release all Hired Employees from any employment and/or confidentiality agreement previously entered into between PMSI Seller and such Hired Employees relating Employees. The following plans, programs, policies, or arrangements described in subparagraph (i) or (ii) are hereinafter collectively referred to as the Acquired Business to the extent (but only to the extent) necessary for NDC to operate the Acquired Business in the same manner as operated by PMSI prior to the Closing Date."Company Benefit Plans":