Common use of Offers of Employment Clause in Contracts

Offers of Employment. Buyer will cause the Companies and the Transferring Subsidiaries to continue the employment effective immediately after the Cut-Off Date of all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time. Within ten business days prior to the Effective Time, Seller will provide to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall in each case provide at least the same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained Employees.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d)).

Offers of Employment. Within thirty (30) days following the Closing, -------------------- Buyer will cause the Companies and the Transferring Subsidiaries shall offer employment to continue the employment all Designated Employees effective immediately after the Cut-Off Date of all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time. Within ten business days prior Employee Lease Termination Date and subject to the Effective Time, Seller will provide consummation of the transactions contemplated hereby at the Closing. The terms of employment offered to Buyer a list showing the names of each Business Employee then on leave of absence (and such list Designated Employees shall be updated as based on Buyer's existing employment practices and policies, provided that it shall be a term of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of such offer that each Business such Designated Employee shall in each case provide at least the same base wages and annual base salary provided be entitled to each such employee on the Cut-Off Date for a period of at least one receive (1) year following the Cuttotal compensation and benefits (including bonuses) which are no less generous than those provided by Buyer to similarly-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28situated employees, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses (2) severance benefits in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus 's severance pay plan in effect immediately prior to the Closing as set forth on Schedule 16.11(A)(1) -------------------- attached hereto (the "Severance Pay Policies") in the event that his or her employment is terminated by Buyer within twelve (12) months following the Employee Lease Termination Date, (3) employee stock options to purchase Buyer Common Stock (which employee stock options shall not vest with respect to each Designated Employee until the date the Designated Employee becomes an employee of UroGen on or after the Employee Lease Termination Date), and (4) all relocation costs and expenses of, or incurred by, such Designated Employee as a result of his or her employment by Buyer (in accordance with the Buyer's relocation plans or policies, if any). The Seller represents and warrants to the Buyer that the Severance Pay Policies attached hereto as Schedule 16.11(A) are true and correct copies of the ----------------- Severance Pay Policies as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained EmployeesClosing.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d)).

Offers of Employment. Buyer will cause the Companies and the Transferring Subsidiaries offer employment to continue the employment effective immediately after the Cut-Off Date of all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time. Within ten business days prior to the Effective Time, Seller will provide to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall in each case provide at least the same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are (i) actively employed in good standing by Seller (or any of its Affiliates) as of the Closing, effective as of the Closing and (ii) employed in good standing by Seller (or any of its Affiliates) and are on Company-approved leave of absence or disability leave as of the Closing (the “Non-Active Employees”), effective as of the earlier of (i) the date such Business Employee is scheduled to return to work and (ii) six (6) months following the Closing Date or, if later, the expiration of such Business Employee’s statutory return right under applicable Requirements of Law (including statutory return rights following the expiration of military leave). For those Business Employees employed at Closing pursuant to a collective bargaining agreement or any other Contract with a Labor Union (each, a “Union Employee”), such offers will be on terms and conditions established by Buyer, which will include wages and benefits that are substantially comparable in the aggregate to those applicable to Buyer’s employees currently employed pursuant to the collective bargaining agreement between NSTAR Electric Company & NSTAR Gas Company d/b/a Eversource Energy and Utility Workers Union of America, A.F.L.-C.I.O., Local 369, dated June 2, 2018 to June 1, 2021 or the collective bargaining agreement between NSTAR Gas Company d/b/a Eversource Energy and The Xxxxxx Xxxxxxxxxxxx, XXX-XXX-XXX, Xxxxx 00000, dated March 31, 2020 to March 31, 2024. For those Business Employees who are not Union Employees, Buyer will offer employment to each such Business Employee on terms and conditions of employment, including wages and benefits, that are substantially comparable in the aggregate to similarly situated employees of Buyer and its Affiliates. Any such individual to whom Buyer so offers employment and who accepts such employment and actually provides services to Buyer commencing as of the Companies and the Transferring Subsidiaries immediately Closing Date or, with respect to a Non-Active Employee, within six (6) months following the Cut-Off Closing Date are (or, if later, the expiration of such Business Employee’s statutory return right under applicable Requirements of Law (including statutory return rights following the expiration of military leave)) is referred to herein as a “Retained EmployeesTransferring Employee.” Nothing in this Section 7.3(aBuyer will have no liability with respect to any Non-Active Employee who does not return to active service within six (6) shall obligate Buyer or months following the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period Closing Date (it being understood that Buyeror, if later, the Companies and expiration of such Business Employee’s statutory return right under applicable Requirements of Law (including statutory return rights following the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(dexpiration of military leave)), or who does not accept such employment or provide service to Buyer.

Offers of Employment. The employment of all Business Employees will be terminated effective immediately prior to the Effective Time. Buyer will cause the Companies and the Transferring Subsidiaries to continue the offer employment effective immediately after as of the Cut-Off Date of Effective Time to all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective TimeTime except those Business Employees who at the Effective Time are receiving long-term disability benefits under any Business Plan, which Business Employees will be offered employment by Buyer provided that they report for active employment within six months after the date on which they began receiving long-term disability benefits. Buyer will condition its offers of employment to each of the individuals listed in Schedule 8.3(a) on such individual's execution of an agreement, in form reasonably satisfactory to Seller, releasing all claims and waiving all rights under such individual's Employment Agreement with Seller or any Company, and Buyer shall have no liability with respect to any such Employment Agreement other than with respect to severance obligations up to the amount described in the second sentence of Section 8.3(b). Within ten business days prior to the Effective Time, Seller will provide to Buyer a list showing the names of each then employee of the Business Employee then who is on leave of absence (and such list shall be updated as of the Cut-Off Closing Date). The continued offers of employment immediately following to be made by Buyer effective as of the Cut-Off Date of each Business Employee Effective Time shall in each case provide (i) at least the same base wages wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (other than employee benefits, which are subject to Section 8.3(c)) as the base wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (but excluding any equity-based compensation) provided to each such employee Business Employee on the Cut-Off Date for a period of at least one and (1ii) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses any Business Employee who is a participant in respect of the fiscal year ending January 28Severance Pay Plan, 2006 that become payable after employment at a location not more than fifty miles from the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate)Employee's current location. The parties agree that the Tax benefit employees who accept such offers of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date employment are referred to as “Retained "Transferred Employees.” " Nothing in this Section 7.3(a8.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Transferred Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d))or at any specific level of compensation or responsibilities.

Offers of Employment. Buyer will cause At least ten (10) days prior to the Companies and Closing Date, the Transferring Subsidiaries Seller shall provide to continue the employment effective immediately after Purchaser a schedule identifying the Cut-Off Date of all Current Business Employees, including each name, current salary or wage rate, last position held, employment location, date of hire and such employee other information as may be necessary to clearly identify such persons, provided and subject to the Purchaser keeping such information confidential. Subject to Section 2.8 and the terms of the Transition Services Agreement with respect to the timing of hiring certain Current Business Employees, the Purchaser shall offer employment on medicalan at-will basis, disability, family or other leave of absence effective as of the Effective Time. Within ten business days prior day following the Closing Date, to each Current Business Employee subject to the Effective Time, Seller will provide to Buyer a list showing satisfaction of the names Purchaser’s standard hiring processes and procedures. Each such individual who accepts the Purchaser’s offer of each Business Employee then on leave employment and who satisfies the Purchaser’s standard hiring processes and procedures shall become an employee of absence (and such list shall be updated the Purchaser as of the Cut-Off Closing Date or the Delayed Closing Date). The continued employment immediately following , as applicable, and shall be referred to herein as a “Transferred Employee.” During the Cut-Off period commencing on the Closing Date of each Business Employee or the Delayed Closing, as applicable, and ending one year thereafter, the Purchaser shall in each case provide at least ensure that the same base wages Transferred Employees (and, if applicable, their eligible beneficiaries and annual covered dependents) are provided total compensation (including bonus opportunities, base salary levels and stock options and other equity-based awards) and overall employee benefits which are comparable in the aggregate to those provided to each such employee on Transferred Employees (and, as applicable, the Cut-Off Date for a period of at least one (1eligible beneficiaries and covered dependents) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that date hereof. The Seller shall reimburse Buyer (within five business days following provide such information regarding compensation paid to such Transferred Employees as the date on which Seller receives written notice specifying in reasonable detail Purchaser may reasonably request to minimize the amount of employment Taxes to be paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid or withheld by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained EmployeesPurchaser.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d)).

Offers of Employment. Releases. Within ten (10) days from the date hereof, Buyer will cause shall contact each Employee at reasonable times and places and shall make offers of employment with Buyer for a position with Buyer substantially similar to those such employee has with Seller on the Companies date hereof. Such offers of employment shall also contain terms and the Transferring Subsidiaries conditions regarding salary, bonus and material employee benefit plans as favorable to continue the employment effective immediately after the Cut-Off Date of all Business Employees, including each such person as those such Employee has with Seller on the date hereof. Buyer shall also deem the duration of each such person's employment at Seller to be time during which such employee has been employed at Buyer for purposes of employee policies and benefit plans. In each case such offers of employment shall be contingent on medical, disability, family consummation of the transactions contemplated by this Agreement. Buyer shall not take any action that would reasonably give rise to a judgment of constructive termination by the Required Employees or other leave Key Employees. Each Required Employee or Key Employee from whom Buyer receives a written acceptance of absence an offer of employment by Buyer (a "Written Acceptance") shall be hired by Buyer effective as of the Effective Timenext business day following the Closing Date and is hereafter referred to as a "New Hire". Within ten business days prior Seller hereby consents to the Effective Timehiring of such New Hires by Buyer and waives, Seller will provide to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall in each case provide at least the same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses the employment by Buyer of such New Hires, any claims or rights Seller may have against any such New Hire under any non-competition, confidentiality or employment agreement with respect to the CPE Business, and agrees to pay compensation and benefits for New Hires through the Closing Date in respect accordance with its then existing policies and obligations. Such offers of the fiscal year ending January 28, 2006 that become payable after the Cutemployment as may be extended by Buyer to Required Employees and Key Employees who are on a workers' compensation-Off Date and related or disability leave or a Family Medical Leave Act leave or other statutory leave shall calculate be conditioned upon their return from such performance bonuses leave in accordance with Seller’s past practices (without 's leave of absence policy. Buyer agrees to use commercially reasonable efforts to obtain the execution of a written release by New Hire of Seller from any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect liability related to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained EmployeesNew Hire's employment with Seller.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d)).

Offers of Employment. Buyer will Subject to Applicable Law, at least thirty (30) days (unless an earlier date is required by Applicable Law) prior to the Closing Date and effective as of the Closing Date, Purchaser shall make, and Purchaser and Seller shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all Banking Center Employees. Purchaser’s employment of the Companies and Transferred Banking Center Employees shall be deemed to commence at 11:59 p.m. on the Transferring Subsidiaries Closing Date, without regard to continue whether the employment effective immediately after Transferred Banking Center Employee is actively at work on the Cut-Off Closing Date in the case of all Business Employeesan employee who on the Closing Date is absent from work due to a vacation, including each jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent that a Banking Center Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on medicalsick leave, short-term disability, family workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of Seller or one of its Affiliates (except as otherwise required by Applicable Law); provided that Purchaser make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to such Banking Center Employee if such Banking Center Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, and, for purposes of this Agreement, such Employee shall become a Transferred Banking Center Employee as of the Effective Time. Within ten business days prior date active employment with Purchaser commences and, to the Effective Timeextent applicable, Seller will provide to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall references in each case provide at least the same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification this Section 9.1 to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller “Closing Date” shall reimburse Buyer (within five business days following relate to the date on which Seller receives written notice specifying in reasonable detail active employment commences. Those Banking Center Employees who do not accept a Comparable Job Offer from Purchaser shall not be considered Transferred Banking Center Employees for any purpose of this Agreement. Each of the Transferred Banking Center Employees shall be provided by the Purchaser with an aggregate annual amount of paid with respect time-off under the plans of the Purchaser equal to such performance bonuses) on an afterTransferred Banking Center Employee’s current aggregate annual amount of paid time-tax basis off, which, for 50% of clarity, takes into account and grandfathers all such performance bonuses that are paid by Buyer to such Business Employees service with Seller and its Affiliates (assuming for these purposes a 38.5% combined effective federalincluding vacation time, state personal time and local tax ratesick time). The parties agree ; provided that the Tax benefit Purchaser may allocate such aggregate annual amount of such bonus payments shall be claimed by Buyer paid time-off in a manner consistent with the policies of the Purchaser. Notwithstanding the foregoing provisions of this Section 9.1(a), and subject to the provisions of Section 9.1(d), Transferred Banking Center Employees who accept an offer of employment (including any Comparable Job Offer) with Purchaser or an Affiliate of Buyer on its Tax Returns. The Business Employees who are Purchaser will be considered at-will employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained Employees.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee may be terminated by Purchaser for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d))reason or for no reason at any time.

Offers of Employment. Contingent upon the Closing, Buyer will cause the Companies and the Transferring Subsidiaries to continue the employment effective immediately shall, within five business days after the CutClosing, offer at-Off Date of will employment to all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective Time. Within ten business days prior to the Effective Time, Seller will provide to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as employees of the Cut-Off DateBusiness listed on Schedule 10(l) who are in good standing on the Closing Date (each, a “Closing Date Employee”). The continued employment immediately following the Cut-Off Date of each Business Employee shall in each case provide , for at least the same rate of base salary, wages and/or commissions and annual base salary provided the same job position in effect immediately prior to each such the Closing. Sellers shall cooperate with Buyer in connection with the foregoing. A Closing Date Employee will become an employee of Buyer, if at all, on the Cut-Off later of the Effective Time or the first date on which such Closing Date for a period of Employee is actively at least one (1) year following work. Notwithstanding the Cut-Off Date. foregoing, Buyer shall honor not be obligated to hire any Closing Date Employee who fails to provide Buyer documentation as required by applicable federal or state laws in connection with the commencement of such employment or who fails to pass any pre-employment background check required by Buyer, and Buyer may rescind an offer of employment before a Closing Date Employee accepts such offer and commences active employment with Buyer. Sellers shall be responsible for the payment of all obligations vacation pay of their employees that accrued prior to Business Employees with respect to performance bonuses in respect of Closing, and acknowledge that the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid Base Purchase Price includes $126,000 with respect to such performance bonusesaccrued vacation pay. Within ten (10) on an after-tax basis for 50% days after repaying in full all indebtedness owed to their lenders after the sale of the Assets hereunder, Sellers shall reimburse Buyer the aggregate amount of all such performance bonuses accrued vacation pay with respect to Closing Date Employees that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate)accept offers of employment from Buyer. The parties Sellers agree that they shall not pay any dividend or otherwise make any distribution to any of their shareholders until their obligation to repay Buyer for such accrued vacation amounts has been satisfied. Buyer shall continue to maintain a group health plan following the Tax benefit of such bonus payments shall Closing and will be claimed by Buyer solely responsible for satisfying any COBRA obligations with respect to covered individuals who have a qualifying event before or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees as a result of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained Employees.” Nothing in transactions contemplated by this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (Agreement, it being understood that Buyer will be responsible for providing COBRA coverage required with respect to Closing Date Employees who become employees of Buyer and who participate as active employees in Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d))’s group health plan.

Offers of Employment. The employment of all Business Employees will be terminated effective immediately prior to the Effective Time. Buyer will cause the Companies and the Transferring Subsidiaries to continue the offer employment effective immediately after as of the Cut-Off Date of Effective Time to all Business Employees, including each such employee on medical, disability, family or other leave of absence as of the Effective TimeTime except those Business Employees who at the Effective Time are receiving long-term disability benefits under any Business Plan, which Business Employees will be offered employment by Buyer provided that they report for active employment within six months after the date on which they began receiving long-term disability benefits. Buyer will condition its offers of employment to each of the individuals listed in Schedule 8.3(a) on such individual’s execution of an agreement, in form reasonably satisfactory to Seller, releasing all claims and waiving all rights under such individual’s Employment Agreement with Seller or any Company, and Buyer shall have no liability with respect to any such Employment Agreement other than with respect to severance obligations up to the amount described in the second sentence of Section 8.3(b). Within ten business days prior to the Effective Time, Seller will provide to Buyer a list showing the names of each then employee of the Business Employee then who is on leave of absence (and such list shall be updated as of the Cut-Off Closing Date). The continued offers of employment immediately following to be made by Buyer effective as of the Cut-Off Date of each Business Employee Effective Time shall in each case provide (i) at least the same base wages wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (other than employee benefits, which are subject to Section 8.3(c)) as the base wages, annual base salary and annual base rate of bonus potential at target performance levels (determined as a percentage of annual base salary) (but excluding any equity-based compensation) provided to each such employee Business Employee on the Cut-Off Date for a period of at least one and (1ii) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses any Business Employee who is a participant in respect of the fiscal year ending January 28Severance Pay Plan, 2006 that become payable after employment at a location not more than fifty miles from the Cut-Off Date and shall calculate such performance bonuses in accordance with SellerBusiness Employee’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate)current location. The parties agree that the Tax benefit employees who accept such offers of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date employment are referred to as “Retained Transferred Employees.” Nothing in this Section 7.3(a8.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Transferred Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d))or at any specific level of compensation or responsibilities.

Offers of Employment. Buyer will Subject to Applicable Law, at least thirty (30) days (unless an earlier date is required by Applicable Law) prior to the Primary Closing Date and effective as of the Primary Closing Date, (i) Purchaser shall make, and shall use reasonable best efforts to cause the Companies and the Transferring Subsidiaries to continue the employment effective immediately after the Cut-Off Date of be accepted, a Comparable Job Offer to all Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, including each and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Purchaser’s business needs following the Primary Closing Date both in terms of the transactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to the Seller, within seventy-five (75) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Primary Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Primary Closing Date in the case of an employee who on the Primary Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer is not available to perform services on the Primary Closing Date because on the Primary Closing Date such employee is on medicalsick leave, short-term disability, family workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by a Seller Entity or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the Seller Entities or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Primary Closing Date, and, for purposes of this Agreement, such Employee shall become a Transferred Business Employee as of the Effective Time. Within ten business days prior date active employment with Purchaser commences and, to the Effective Timeextent applicable, Seller will provide to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall references in each case provide at least the same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be responsible for all obligations to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification this Section 9.1 to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller “Primary Closing Date” shall reimburse Buyer (within five business days following relate to the date on which Seller receives written notice specifying in reasonable detail active employment commences. Those Business Employees and Affiliated Employees who do not accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Employees shall be provided by the Purchaser with an aggregate annual amount of paid with respect time-off under the plans of the Purchaser equal to such performance bonuses) on an afterTransferred Employee’s current aggregate annual amount of paid time-tax basis off, which, for 50% of clarity, takes into account and grandfathers all such performance bonuses that are paid by Buyer to such Business Employees service with the Seller Entities and their Affiliates (assuming for these purposes a 38.5% combined effective federalincluding vacation time, state personal time and local tax ratesick time). The parties agree ; provided that the Tax benefit Purchaser may allocate such aggregate annual amount of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees paid time-off in a manner consistent with the policies of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained EmployeesPurchaser.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d)).

Offers of Employment. At least three Business Days prior to the Closing Date, Buyer will cause the Companies and the Transferring Subsidiaries shall offer employment to continue the employment effective immediately after the Cut-Off Date of all Business Employees, including each Employees not then absent from work because of a short-term or long-term disability or workers’ compensation injury at rates of base compensation similar to the rates of base compensation of such employee on medical, disability, family or other leave of absence Business Employees as of the Effective Timedate of this Agreement and with the benefits for Transferred Business Employees contemplated by Section 7.4. Within ten business days Buyer shall offer employment to substantially all Business Employees who did not receive an offer of employment prior to the Effective Time, Seller will provide Closing because of their absence from work on account of a short-term disability or workers’ compensation injury (subject to Buyer a list showing the names of each Business Employee then on leave of absence (and such list shall be updated as of the Cut-Off Date). The continued employment immediately following the Cut-Off Date of each Business Employee shall in each case provide at least the same base wages compensation rates and annual base salary provided to benefits as outlined above) when each such employee Business Employee’s short-term disability or workers’ compensation injury is lifted and the Business Employee again becomes fit to resume full-time work. Business Employees who accept Buyer’s offer of employment (the “Transferred Business Employees”) shall become employees of Buyer effective on the Cut-Off Closing Date for a period or such later date as the offer of at least one (1) year following employment is made and accepted, and Seller shall terminate the Cut-Off Dateemployment of the Transferred Business Employees as of such date and the Transferred Business Employees shall thereafter no longer be Business Employees of Seller. Buyer shall honor have sole responsibility for the payment of all wages, overtime, sick pay, Taxes, withholdings and be responsible for all obligations to Business Employees employee benefits incurred with respect to performance bonuses in respect Buyer’s employment of the fiscal year ending January 28, 2006 that become payable Transferred Business Employees on and after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year); provided, that Seller shall reimburse Buyer (within five business days following the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees of the Companies and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained EmployeesClosing Date.” Nothing in this Section 7.3(a) shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment of any such Retained Employee for any specific period (it being understood that Buyer, the Companies and the Transferring Subsidiaries shall be obligated to pay severance benefits pursuant to Section 7.3(d)).

Offers of Employment. Buyer will cause On the Companies Separation Closing Date, the employees -------------------- of American listed in Schedule B attached hereto and made a part hereof (the Transferring Subsidiaries to continue "Tower Employees") shall be offered full-time employment by American Tower or one of its Subsidiaries. If the employment effective immediately after Tower Merger shall be consummated, during the Cut-Off Date of all Business Employees, including each such employee on medical, disability, family or other leave of absence as of period from the Tower Merger Effective Time. Within ten business days prior Time to the Effective Time, Seller will provide to Buyer a list showing the names Tower Employees who accept American Tower's offer of each Business Employee then on leave of absence (and such list full-time employment shall be updated employed by American Tower and American Tower hereby covenants and agrees that such Tower Employees shall be made available to provide American with such management services as shall enable American to fulfill its obligations under Section 6.10(i) of the Cut-Off Date)Merger Agreement. The continued employment immediately following In rendering such management services, the Cut-Off Date Tower Employees shall act as leased employees who are not employees of each Business Employee American. American Tower shall in each case provide at least the same base wages and annual base salary provided to each such employee on the Cut-Off Date for a period of at least one (1) year following the Cut-Off Date. Buyer shall honor and be solely responsible for all obligations compensation and employee benefits relating to Business Employees with respect to performance bonuses in respect of the fiscal year ending January 28, 2006 that become payable after the Cut-Off Date and shall calculate such performance bonuses in accordance with Seller’s past practices (without any amendment or modification to the fiscal 2005 bonus plan in effect as of the end of the 2005 fiscal year)Tower Employees; provided, however, that Seller from time to time during the period from the Tower Merger Effective Time to the Effective Time American shall reimburse Buyer (within five business days following to American Tower a pro rata portion of each Tower Employee's base salary based upon actual time spent by such Tower Employee providing American management services pursuant to this Section 9.1. Effective immediately prior to the date on which Seller receives written notice specifying in reasonable detail the amount paid with respect earlier to such performance bonuses) on an after-tax basis for 50% of all such performance bonuses that are paid by Buyer to such Business Employees (assuming for these purposes a 38.5% combined effective federal, state and local tax rate). The parties agree that the Tax benefit of such bonus payments shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns. The Business Employees who are employees occur of the Companies Tower Merger Effective Time and the Transferring Subsidiaries immediately following the Cut-Off Date are referred to as “Retained Employees.” Nothing in this Section 7.3(a) Effective Time, American Tower shall obligate Buyer or the Companies and the Transferring Subsidiaries to continue the employment assume all obligations of any such Retained Employee for any specific period American (it being understood that BuyerAmerican Tower shall have no obligation to reimburse American for obligations that are funded at the Effective Time, but only to the Companies and extent such obligations remain funded following the Transferring Effective Time, provided that neither CBS nor American nor any of their Subsidiaries shall be obligated take any action to pay severance benefits pursuant impair such funding) arising under any Plan or Benefit Arrangement with respect to Section 7.3(d)).the Tower Employees other than (a) the rights, if any, of the Tower Employees with respect to the American Options (which are being satisfied as provided in Section