Common use of Offers of Employment Clause in Contracts

Offers of Employment. No later than ten (10) Business Days prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).

Offers of Employment. No later than ten (10) Business Days prior Prior to the anticipated Employee End Date (as defined in Exhibit A to the Transition Service Agreement), Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. Buyer For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the End Date (subject to continued employment), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the End Date, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “at willTransfer Date” employment to those shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the End Date, Opco agrees that the Applicable Employees identified on Schedule 6.3(a5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Service Agreement (each such Applicable Employee, a “Necessary Employee”); provided, that with respect shall be made available to Business Employees located in Canada, Buyer’s offer Seller at the sole expense of employment shall comply with applicable LawOpco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Service Agreement. Except as set forth in the immediately succeeding sentence, All such offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”5.5(a) will become employed by Buyer as of the date he or she returns to active be for employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the dateat-will, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a and Opco may terminate any Transferred Employee or be employed by Buyer until at any time and for any reason following the Return applicable Transfer Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).

Offers of Employment. No later than ten (10a) Business Days prior Prior to the anticipated Employee Transfer Closing Date, Seller shall deliver to Buyer a list update, in consultation with the Purchaser, Section 3.21 of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Disclosure Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after only new hires and terminations of employment between the date hereof and the fifth Business Day prior to the Trigger Event, employee terminations after the date hereof and Closing Date. On or prior to the Trigger Event Closing Date, Purchaser shall, or shall cause one of the Purchaser Subsidiaries to, offer employment, effective upon the Closing, to all Employees listed on Section 6.1(a) of the Disclosure Schedule (each such Employee employed by the Business in accordance with Section 5.1(b)the United States prior to closing, employee hires after a “Business Employee”) who is on the date hereof and employment rolls of Seller or a Subsidiary of Seller immediately prior to the Trigger Event Closing Date and (i) is actively employed on such date or is absent from employment due to authorized vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or (ii) is absent from work due to short or long-term disability or an authorized leave of absence, in accordance with Section 5.1(b) and each case effective as of the identification expiration of any Inactive Employees the period of absence (as defined belowthe “Leave Employees”). Buyer shall offer “at will” All such offers of employment to those Current Employees and Leave Employees shall provide for employment with Purchaser or an applicable Subsidiary of Purchaser to commence, in the case of Current Employees, immediately upon the Closing, and in the case of Leave Employees, upon the expiration of the period of absence. The offers of employment by Purchaser shall be at salary or wage and benefit levels that, in the aggregate of and considering the Current Employees and Leave Employees as a group, are comparable to the terms and conditions of employment applicable to such employees on the date of this Agreement. Each Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, BuyerEmployee who accepts Purchaser’s or one of its Subsidiary’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Purchaser Employee” and collectivelyshall enter into such agreements as requested by Purchaser, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence which may include customary invention assignment, confidential, non-solicitation and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or fullnon-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)competition provisions.

Offers of Employment. No later than ten Buyer agrees that it will offer employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (10including any stay bonuses and other bonuses) Business Days in effect on the date of this Agreement. Buyer shall treat each Hired Employee's service with Seller or the Company prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date Closing in the form attached hereto same manner as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after service has been recognized by Seller or the date hereof Company for purposes of determining seniority rights and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located accrued but unused vacation and/or sick pay, except where recognition of such service would result in Canadaduplication of benefits provided. In addition, Buyer’s offer for a period of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(aone (1) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months year after the Closing Date, each Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns that continues to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the Return costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, if anyor as soon as practicable thereafter, and Seller shall remain responsible make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all Liabilities associated with such Business Employee periods before the Closing Date. Upon the request of Seller made within one (including for 1) year after the payment Closing Date, Buyer shall cause a 58 defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or provision sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of any compensation the Internal Revenue Code of the assets allocated to the accounts of Employees and benefits)of the liabilities attributable thereto.

Offers of Employment. Seller shall update the Business Employee List and provide to Buyer the updated Business Employee List thirty (30) days prior to Closing, on the Closing Date, and within five (5) Business Days of Buyer’s reasonable written request. No later than ten (10) Business Days prior to the anticipated Employee Transfer Closing Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment on an at-will basis to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Closing to each Offer Employee it designates in its sole discretion (individuals who accept such offer of employment and actually commence employment with Buyer or its Affiliate shall be referred to herein, collectively with the employees who are employed by an Acquired Entity as of immediately prior to the Closing and the Automatic Transfer DateEmployees, the “Continuing Employees”). Seller will cooperate with any reasonable requests by Xxxxx in order to facilitate the offers of employment and delivery of such offers. Each Business Employee who is offered employment offer made pursuant to this Section 6.3(a5.12.1 shall initially provide for (a) base salary or hourly wage rate, as applicable, not less than such Offer Employee’s base salary or hourly wage rate as in effect immediately prior to the Closing Date, (b) annual target cash incentive compensation opportunities (excluding any equity, equity-based, long-term incentive, change in control, transaction or retention opportunities), to the extent applicable, that are substantially comparable, in the aggregate, to those provided to such Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, to the extent applicable, and (c) other material employee benefits (including health, welfare, and retirement benefits but excluding equity or equity-based, long-term incentive, severance, retention, incentive, bonus, change in control, transaction, stock purchase plans, deferred compensation, post-employment welfare benefits and qualified and non-qualified defined benefit pension benefits) that are reasonably comparable, in the aggregate, to the employee benefits (including health, welfare, and retirement benefits subject to the same exclusions) provided to, as determined by Buyer in its discretion, (i) such Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, under the Plans set forth on Section 3.1.12(a) of the Seller Disclosure Schedules or (ii) similarly-situated employees of Buyer and its Affiliates. Until December 31, 2024 (or, if earlier, until the relevant Continuing Employee’s termination of service following the Closing), Buyer shall not, and shall cause its Affiliates not to, materially reduce, decrease or detrimentally change the terms and conditions of the employment of such Continuing Employees, in accordance with this Section 5.12.1 (except to the extent that similarly situated employees of Buyer and its Affiliates are similarly impacted by any such reduction, decrease or detrimental change). All such employment offers made by Buyer or its Affiliates to any Business Employee shall be subject to such Offer Employee’s satisfaction of Buyer’s or its Affiliate’s customary pre-employment background check process and execution of standard employment documentation, including confidentiality and restrictive covenant agreements. Seller or its Subsidiaries will terminate or cause to be terminated the employment of (x) each Offer Employee who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any an offer of employment with Buyer or its Affiliate in accordance with this Section 5.12.1, effective as of immediately prior to the preceding sentences date upon which such Offer Employee commences employment with Buyer or its Affiliate and (y) each Offer Employee who rejects an “Inactive Employee”) will become employed by offer of employment with Buyer or its Affiliates in accordance with this Section 5.12.1, effective as of the date he Closing. For the avoidance of doubt, neither Buyer nor any of its Affiliates shall be required to make offers of employment to all or she returns any of the Offer Employees; and Seller and its Subsidiaries shall be responsible for any and all Liabilities relating to active employment. If an Inactive any Offer Employee does who is not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed hired by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)its Affiliates.

Offers of Employment. No later Buyer shall offer to employ all of the Employees who are listed in Schedule 4.11, with such employment to be effective, if accepted, (i) as of the Effective Time with respect to such active Employees or (ii) as of the employee’s return to work with respect to those Employees on leave or reinstated as a result of an arbitration award or the Memorandum of Understanding entered into by Seller and UFCW, Local 617 dated February 22, 2006, provided the employee returns to work within 365 days immediately following the Effective Time. Such offers of employment to Salaried Employees shall be on terms and conditions that are reasonably comparable to the terms and conditions of employment of similarly situated employees of Buyer; provided, however, that (x) for a period of twelve (12) months following the Effective Time, salary levels and (y) through December 31, 2006, bonus opportunities (as determined under Seller’s VERC, a copy of which has been provided to Buyer), shall in each case be no less favorable to such Salaried Employees than ten (10) Business Days were available to such Salaried Employees immediately prior to the anticipated Employee Transfer DateEffective Time. In addition, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in Effective Time and through December 31, 2006, Buyer shall make available to the form attached hereto as Schedule 6.3(a)Salaried Employees medical, with such updates as are necessary vision (at a cost no greater than 50% of the monthly premium charged to reflect Federal-Mogul Chassis LLC April 29similarly situated employees of Buyer) and dental plans substantially comparable to the medical, 2014 employee resignations after vision and dental plans that Seller made available to the date hereof and Salaried Employees immediately prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees Effective Time (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(aexcluding welfare benefits for retired employees); provided, however, that Buyer shall have no obligation to make available to the Salaried Employees a medical, vision or dental plan comparable to the Aetna HealthFund Health Reimbursement Arrangement plan maintained by Seller; and further provided that to the extent that medical, vision and dental benefits are provided to Salaried Employees pursuant to the Transition Service Agreement, Buyer will be deemed to be in compliance with respect to Business Employees located in Canada, Buyer’s offer the requirements of employment this sentence. Nothing herein shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by require Buyer to each Business offer an equity-based compensation plan or program to any Employee. Any Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, be referred to herein as a “Transferred Employee” and collectivelywill be terminated by Seller at the Effective Time with respect to active Employees or as of the employee’s return to work with respect to Employees on leave. Except as provided below, as the “Buyer will provide Transferred Employees”. Any Business Employee who is on disability or other leave of absence Hourly Employees with such terms and who accepts any offer conditions of employment as are provided under the terms of the applicable Collective Bargaining Agreement as of immediately prior to the Effective Time; provided, however, that to the extent that welfare benefits are provided to Hourly Employees pursuant to the Transition Service Agreement, Buyer will be deemed to be in compliance with the requirements of this sentence. This Section 9.2(a) shall not be construed as guaranteeing employment to any particular Employee or Transferred Employee or require that the employment of any Transferred Employee by Buyer be for any specific period of time. Seller shall support fully Buyer’s efforts to employ Employees and shall cooperate fully with Buyer in accordance with facilitating the preceding sentences (an “Inactive Employee”) will become employed by Buyer as making of such offers to Employees. Without limiting the foregoing, Seller shall not, from the date he hereof, offer any material inducements, transfers or she returns promotions or other business opportunities to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive any Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then acceptance of which would result in such Inactive Employee will not become a Transferred Employee individual ceasing to perform substantially all of his or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including her services for the payment or provision of any compensation and benefits)Business.

Offers of Employment. No Not later than ten five (105) Business Days days prior to the anticipated Employee Transfer Closing Date, Purchaser or an Affiliate thereof shall provide to Seller shall deliver to Buyer a list of those Employees to which it desires to make an offer of employment (the expected Business Employees “Designated Employees”) and shall make an offer of employment to each Designated Employee, subject to their continued employment by the Seller or an Affiliate through the Closing Date providing for (a) a position substantially comparable to the employee’s position as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and immediately prior to the Trigger EventClosing Date, employee terminations after (b) base salary no less than the date hereof and employee’s base salary as of immediately prior to the Trigger Event in accordance with Section 5.1(b)Closing Date, employee hires after (c) annual target bonus opportunity no less than the date hereof and employee’s annual target bonus opportunity as of immediately prior to the Trigger Event in accordance with Section 5.1(bClosing Date, and (d) from the Closing Date through December 31, 2013, otherwise comparable aggregate compensation (excluding base salary and annual bonus opportunity) to the identification aggregate compensation (excluding base salary and annual bonus opportunity) provided to similarly situated employees of any Inactive Employees (as defined below)Purchaser immediately prior to the Closing Date. Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s Each Designated Employee who accepts such offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyerthe Purchaser or an Affiliate thereof on the Closing Date (or, for Designated Employees who are on a leave of absence or other approved paid time off arrangement on the Closing Date (each a “Leave Employee”) and return to active employment not later than sixty (60) days after the Closing Date, immediately following such return to employment) shall be hereinafter referred to herein as a “Transferred Employee” provided, that no Leave Employee shall be a Transferred Employee until the date of such Leave Employee’s active employment with Purchaser or an Affiliate). Seller and collectively, as the “its Affiliates shall retain liability and responsibility for any Leave Employee until such employee becomes a Transferred Employees”. Any Business Employee of Purchaser and for any Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee Employee. Any offer made by Purchaser or an Affiliate thereof pursuant to this Section 6.02 shall be employed by Buyer until contingent on the Return Date, if anyrecipient of such offer complying with all of Purchaser’s standard employment requirements, and Seller Purchaser and its Affiliates shall remain responsible for all Liabilities associated with such Business Employee (including for the payment not be obligated to extend offers of employment to any individual who, following Purchaser’s standard pre-employment tests and screenings, does not meet Purchaser’s employment rules, standards or provision of any compensation and benefits)policies.

Offers of Employment. No later than ten Effective as of the Termination Date, the Buyer shall offer at-will employment to all of the employees listed on Exhibit K (10which shall be updated through the Termination Date, subject to the Buyer’s reasonable approval thereof) Business Days who are in good standing on the Termination Date (each, a “Termination Date Employee”), contingent upon the Closing, for at least the same rate of base salary, wages and/or commissions and the same job position in effect immediately prior to the anticipated Termination Date. A Termination Date Employee Transfer Date, Seller shall deliver to Buyer a list will become an employee of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees Buyer (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively”), if at all, on or as of: (1) the “Transferred Employees”. Any Business Termination Date, if such Termination Date Employee who is then actively at work; (2) the Termination Date, if such Termination Date Employee is absent from work on disability such date due to authorized vacation, jury duty or other authorized temporary leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive employment following the end of the vacation or leave of absence or the completion of jury duty, as the case may be; or (3) the date such Termination Date Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, in the “Return Date”)case of a Termination Date Employee who, then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until on the Return Termination Date, if anyis absent from work due to maternity leave, military leave or long term disability with a right to return to his or her job, and Seller who returns to active employment within the time required under the original terms and conditions applicable to such absence. Notwithstanding the foregoing, the Buyer shall remain responsible for all Liabilities associated not be obligated to hire any Termination Date Employee who fails to provide the Buyer documentation as required by applicable federal or state laws in connection with the commencement of such Business Employee (including for employment or who fails to pass the payment or provision of any compensation and benefits)Buyer’s pre-employment background check.

Offers of Employment. No later than ten Where applicable Law does not provide for the automatic transfer of employment of any Employee upon the consummation of the Acquisition, Buyer shall, or shall cause a Buyer Corporation to, make an offer of employment to such Employee (10which offer may be of at-will employment to the extent permitted by applicable Law) Business Days in accordance with the provisions of this Article VIII, at least thirty (30) days prior to the anticipated Employee Transfer DateClosing Date (or such longer period required by applicable Law, Seller shall deliver the terms of any applicable Union Contract or to Buyer avoid statutory, contractual, common law or other severance obligations, including any compensation or benefits payable during a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(atermination notice period), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Closing (or such later date as provided in Section 8.5); provided that, in the case of any Excepted Jurisdictions, the foregoing shall be subject to the applicable Excepted Selling Corporations having received and accepted the terms of their respective Local Offer Letters and executing the Business Transfer DateDocuments. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s Any such offer of employment shall bebe for a position that is comparable to the type of position held by such Employee immediately prior to the Closing Date, as at a geographic location that is within the greater of (i) 50 straight-line miles of the date Employee’s home or (ii) the Business distance from the Employee’s home and place of work immediately prior to the Closing Date, and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is unavoidable pursuant to applicable Law or the terms of any applicable Union Contract, and shall otherwise comply in all respects with applicable Law. Each such Employee commences employment who accepts such offer of employment, including offers described in Section 8.5, from Buyer or a Buyer Corporation, collectively with Buyereach Automatic Transferred Employee, is referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability Except as otherwise specifically provided in this Article VIII or other leave of absence and who accepts any offer of employment with Buyer in accordance with to the preceding sentences (an “Inactive Employee”) will become employed extent required by Buyer applicable Law, effective as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive Effective Time (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans, other than any such plan that is sponsored, maintained, contributed to or required to be employed contributed to by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Transferred Entity.

Offers of Employment. No later than ten Seller shall terminate the employment of Employees as follows: (10x) the Employees who are subject to the Collective Bargaining Agreement, immediately prior to the Closing, and (y) all other Employees who are employees of the Seller classified as a leased employee under the Transition Services Agreement (“Leased Employees”) on the close of business on December 31, 2014 (such Employees described in (x) and (y) are referred to as the “Subject Employees”). Purchaser shall (i) on October 1, 2014 immediately employ the Subject Employees who are subject to the Collective Bargaining Agreement (the “Union Employees”) on the terms and conditions set forth in such agreement, and assume the Assumed Union Benefit Plans applicable to such Union Employees, and (ii) at least two (2) Business Days prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29December 31, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Leased Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Termination Date”), then such Inactive Employee will not become a Transferred Employee unless otherwise agreed to by the Seller and the Purchaser before or be employed by Buyer until after the Return Closing Date, if anyextend a written offer of employment to be effective on the Leased Employee Termination Date to each of the Leased Employees who is an employee of the Seller and then being leased by the Purchaser from the Seller under the Transition Services Agreement at a level and with responsibilities that, as determined exclusively by the Purchaser, are substantially commensurate with their employment with Seller and at a wage or salary and other compensation substantially similar to the respective wages or salaries and other compensation specified for such Leased Employees on Section 3.16(a) of the Disclosure Schedule. The Union Employees, the Leased Employees who hereafter are extended and accept offers of employment with Purchaser after the Closing Date on the Leased Employee Termination Date, and Seller the two Management Employees are referred to as “Hired Employees.” Nothing in this section guarantees such Hired Employee’s employment with the Purchaser for any period of time except as hereinafter provided in Section 5.2(b) below, or if hired by Purchaser, alters a Hired Employee’s status as an at will employee, except as provided in the Collective Bargaining Agreement or the Employment Offers. Except as specifically provided herein or in the Transition Services Agreement, Purchaser shall remain responsible not be liable for all Liabilities associated with such Business Employee any of Seller’s liabilities or obligations to Seller’s employees (including for the payment Employees) or provision arising as a result of any termination of such Seller’s employees, including but not limited to wages, bonuses, benefits, retirement, commissions, deferred compensation and benefits)or stay on payments including those that have accrued prior to the Closing or the Leased Employee Termination Date, as applicable.

Offers of Employment. No later than ten The Purchaser Parent shall, at least four (104) Business Days before the Closing, offer at-will employment to all of the Employees identified to the Purchaser Parent in the schedule of Employees referred to in Section 3.13 (as amended pursuant to Section 6.2(j)(i), if applicable) who are in good standing on the Closing Date (each, a “Closing Date Employee”), any such offer to be contingent upon the Closing. The Seller shall cooperate with the Purchaser Parent in connection with the foregoing. In addition, the Seller shall notify each Closing Date Employee in writing that his or her employment with the Seller will be terminated as of immediately prior to the anticipated Effective Time. A Closing Date Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with who accepts such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as become a “Transferred Employee,” if at all, on or as of: (1) immediately after the Closing, if such Closing Date Employee is then actively at work; (2) immediately after the Closing Date, if such Closing Date Employee is absent from work on such date due to authorized vacation or jury duty and collectivelyreturns to active employment following the end of the vacation or the completion of jury duty, as the “Transferred Employees”. Any Business Employee who is on disability case may be; or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”3) will become employed by Buyer as of the date he such Closing Date Employee is able to perform the essential functions of his or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee her job and returns to active employment, in the “Return case of a Closing Date Employee who, on the Closing Date”), then is absent from work due to sick leave, short term disability, maternity leave, military leave or other authorized leave of absence with a right to return to his or her job, and who returns to active employment within the time required under the original terms and conditions applicable to such Inactive absence. Notwithstanding the foregoing, the Purchaser Parent shall not be obligated to hire any Closing Date Employee will who fails to provide the Purchaser Parent 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 the Purchaser Parent. In addition, after the Closing, the Purchaser Parent shall provide employee benefits to the Transferred Employees that are comparable in the aggregate to those provided to similarly situated employees of the Purchaser Parent as of the Closing Date, and, where applicable, shall provide credit for service with the Seller for the purposes of eligibility and vesting (but not for benefit accrual) under the Purchaser Parent’s corresponding employee benefit plans and such credit for the Seller service shall also be given for the purpose of determining the amount of vacation Transferred Employees may take after the Closing Date. Notwithstanding the foregoing, nothing in this Section 7.8 shall be construed to require any duplication of benefits. This Section 7.8 shall not be deemed to prohibit the Purchaser Parent from amending, modifying, replacing or terminating such arrangements in accordance with their terms or terminating any Closing Date Employee who is an employee at will. The Seller shall be responsible for the payment of all unused vacation, bonuses and other compensation and benefits accrued by Transferred Employees prior to the date they become Transferred Employees (including, without limitation, unused vacation time that was accrued by a Transferred Employee or be while employed by Buyer until a predecessor employer and that was assumed by the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefitsSeller).

Offers of Employment. No later than ten Buyer agrees that it will offer -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (10including any stay bonuses and other bonuses) Business Days in effect on the date of this Agreement. Buyer shall treat each Hired Employee's service with Seller or the Company prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date Closing in the form attached hereto same manner as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after service has been recognized by Seller or the date hereof Company for purposes of determining seniority rights and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located accrued but unused vacation and/or sick pay, except where recognition of such service would result in Canadaduplication of benefits provided. In addition, Buyer’s offer for a period of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(aone (1) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months year after the Closing Date, each Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns that continues to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the Return costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co- payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, if anyor as soon as practicable thereafter, and Seller shall remain responsible make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all Liabilities associated with such Business Employee periods before the Closing Date. Upon the request of Seller made within one (including for 1) year after the payment Closing Date, Buyer shall cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or provision sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of any compensation the Internal Revenue Code of the assets allocated to the accounts of Employees and benefits)of the liabilities attributable thereto.

Offers of Employment. No later than ten (10) Business Days prior to, and effective as of immediately prior to and contingent upon the anticipated Employee Transfer DateClosing, Seller Purchaser shall deliver to Buyer a list of the expected Business Employees offer employment commencing as of the anticipated Closing to each Industrial Wood Employee on terms and conditions consistent with this Section 5.6. Each Industrial Wood Employee and Delayed Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, BuyerIndustrial Wood Employee who accepts Purchaser’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a5.6(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, be referred to herein as a “Transferred Industrial Wood Employee.” and collectivelyWith respect to each Transferred Industrial Wood Employee, as Purchaser shall maintain, for the period of at least 12 months immediately following the Closing Date (the “Continuation Period”) (i) an annual base salary or wage rate, and target and maximum short-term annual incentive compensation opportunities that, in each case, are no less than those provided to such Transferred Employees”. Any Business Industrial Wood Employee who is immediately prior to the Closing Date and (ii) employee benefits (excluding pension and stock purchase plan benefits) that are comparable in the aggregate to those provided to such Transferred Industrial Wood Employee immediately prior to the Closing Date as set forth on disability Section 5.6(a) of the Seller Disclosure Schedules; provided that, notwithstanding the foregoing, Purchaser shall provide each Transferred Industrial Wood Employee the following benefits under the Purchaser 401(k) Plan, or other leave of absence and who accepts any offer of employment with Buyer to the extent such contributions exceed the then-current contribution levels in accordance the Purchaser 401(k) Plan, with the preceding sentences cash equal to: (an A) during the Continuation Period, a non-discretionary matching contribution opportunity no less favorable than that in effect for such Transferred Industrial Wood Employee immediately prior to the Closing Date under the applicable 401(k) plan maintained by Parent or any of its Subsidiaries (including Seller or its Subsidiaries) (a “Inactive EmployeeParent 401(k) Plan”), and (B) will become employed by Buyer a profit sharing contribution in respect of calendar year 2017 based on a percentage of eligible compensation equal to 8%(up to applicable IRS 401(k) plan compensation limits). Purchaser shall offer employment commencing as of the date he or she returns to active employment. If an Inactive Employee does not of return to active employment on the same or more extensive (part- or full-time) basis as such Inactive work for any Delayed Transfer Industrial Wood Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).

Offers of Employment. No later Not less than ten (10) Business Days business days prior to the anticipated Employee Transfer DateClosing, Seller the Purchaser or one of its Affiliates shall deliver to Buyer a list of the expected Business Employees offer employment, effective as of the anticipated Closing Date or the applicable Delayed Closing Date, as applicable, to each Business Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b)this Agreement; provided, employee hires after however, the date hereof Purchaser or its Affiliate shall have the discretion (and prior shall not be required) to the Trigger Event in accordance with Section 5.1(b) and the identification make offers of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified in executive positions who are set forth on Schedule 6.3(aSection 7.06(b) of the Disclosure Letter (such Business Employees, the “Executive Employees”); provided further that the Purchaser or its Affiliate shall make offers of employment consistent with this Section 7.06(b) to those Executive Employees who the Purchaser or its Affiliate determine will receive offers of employment, if any, within fourteen (14) days following the date of this Agreement. If a Delayed Closing occurs, the offer of employment for such Delayed Business Employee shall be effective (x) as of the applicable Delayed Closing Date of such Dealership at which the Delayed Business Employee is primarily located or (y) as of a date that the parties reasonably agree upon, but which shall in no event be a later time than the last Delayed Closing or, if applicable, the closing of the last third party sale transaction with respect to a Delayed Closing Dealership. Offers pursuant to this Section 7.06(b) shall (i) be for a comparable position at the same or a nearby geographic work location, but no further than ten (10) miles from the Business Employee’s current work location, in each case, to those as of the Closing Date or the applicable Delayed Closing Date, as applicable, (ii) have terms and conditions consistent with Section 7.06(c) and (iii) otherwise comply in all respects with applicable Law (including with respect to compensation and benefits); provided, however, that with respect to Business Employees located in Canada, Buyer’s offer the terms and conditions of employment for any Business Employee employed pursuant to the terms of a Collective Bargaining Agreement shall comply be on terms consistent with applicable Law. Except as those set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Dateapplicable Collective Bargaining Agreement. Each Business Employee who is offered employment Offers pursuant to this Section 6.3(a7.06(b) may be subject to the condition that such Business Employee satisfies the standard employee qualifications and who accepts Buyer’s offer hiring process of employment shall bethe Purchaser or its applicable Affiliate; provided that the Purchaser or such Affiliate provides offers to, and begins the hiring process for, each Business Employee with sufficient time prior to the Closing or Delayed Closing, as applicable, to complete such hiring process to its satisfaction. With respect to any Business Employee who, as of the date Closing Date or the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectivelyapplicable Delayed Closing Date, as the “Transferred Employees”. Any Business Employee who applicable, is on long-term disability or other short-term disability leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (each, an “Inactive Employee”) will become employed by Buyer as of ), the date he Purchaser or she returns its Affiliate shall offer employment to active employment. If an Inactive Employee does not return to active employment such individual on the same or more extensive (part- or full-time) basis as earliest practicable date following the return of such Inactive Employee’s most recent active employment within six (6) months after individual to work with the Employee Transfer Date or Seller Parties and their Affiliates and otherwise on terms and conditions consistent with this Section 7.06; provided that such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employmentwork within 90 days following the Closing Date or the applicable Delayed Closing Date, as applicable. The Seller Parties shall promptly notify the “Return Date”), then Purchaser of the occurrence and end of any such leave of absence. In the case of any Inactive Employee will not become who becomes a Transferred Employee on or be employed by Buyer until after the Return day following the Closing Date or the applicable Delayed Closing Date, if anyas applicable, all references in this Agreement to the “Closing” and Seller the “Closing Date” or to the “Delayed Closing” and the “Delayed Closing Date,” as applicable (other than in this Section 7.06(b) and Section 7.06(f)) shall remain responsible for all Liabilities associated with be deemed to be references to the time and date on which such Business Employee (including for the payment or provision of any compensation and benefits)individual becomes a Transferred Employee.

Offers of Employment. (a) Prior to the applicable Closing Date, Seller shall update Section 1.01(g), Section 1.01(j) and Section 1.01(m) of the Seller Disclosure Schedule to reflect new hires and terminations of employment between the date hereof and the tenth Business Day prior to the applicable Closing Date. On the applicable Closing Date, Seller shall provide Purchaser with a list of all employees on such schedule whose employment terminated following the delivery of the updated schedule pursuant to the immediately preceding sentence. No later than employees shall be hired within ten (10) Business Days prior to the anticipated Employee Transfer applicable Closing Date without Seller’s consent (which shall not be unreasonably withheld). Prior to the applicable Closing Date, Seller Purchaser shall, or shall deliver cause one of its applicable Affiliates to, offer employment to Buyer a list each HHI Employee and Deferred Transfer Employee listed on Section 1.01(g) and Section 1.01(m) of the expected Business Employees Seller Disclosure Schedule (as such list is updated pursuant to the first sentence of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(athis Section 7.01(a)), with such updates as are necessary and Purchaser may offer employment to reflect Federal-Mogul Chassis LLC April 29each Listed Employee, 2014 employee resignations after in each case who is on the date hereof and employment rolls of Seller or a Subsidiary of Seller immediately prior to the Trigger Eventapplicable Closing Date and (i) is actively employed on such date or is absent from employment due to vacation or temporary illness not reasonably expected to exceed five (5) days (the “Current Employees”) or (ii)(x) is absent from work due to short or long-term disability or an authorized leave of absence, employee terminations after (y) has the date hereof and prior right to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior return to the Trigger Event in accordance with Section 5.1(b) and the identification employment following expiration of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with such absence under applicable Law. Except as set forth , in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be case effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as expiration of the date period of absence, and (z) returns to employment within one hundred eighty (180) days following the Business Employee commences employment with Buyer, referred to herein applicable Closing Date or such longer period as a “Transferred Employee” and collectively, as is permitted under applicable Law in respect of Employees on military leave who are listed on Section 7.01(a) of the Seller Disclosure Schedule (the “Transferred Leave Employees” and, together with the Current Employees, the “Closing Date Employees”). Any Business Employee who Purchaser is on disability or other leave of absence and who accepts not required to offer employment to any Listed Employee, but if it elects to offer of employment with Buyer employment, it must do so in accordance with the preceding sentences terms set forth in this Article VII. All such offers of employment to (i) each Current Employee shall provide for employment with Purchaser or an “Inactive Employee”) will become employed by Buyer applicable Affiliate of Purchaser to commence effective as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment 11:59 P.M., local time, on the same applicable Closing Date and (ii) each Leave Employee shall provide for employment with Purchaser or more extensive (part- or full-time) basis as an applicable Affiliate of Purchaser to commence at the expiration of such Inactive Leave Employee’s most recent active leave or period of disability. All such offers of employment within six (6) months after shall be made in accordance with the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision provisions of any compensation and benefits).this

Offers of Employment. No later than ten Buyer agrees that it will offer -------------------- employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (10including any stay bonuses and other bonuses) Business Days in effect on the date of this Agreement. Buyer shall treat each Hired Employee's service with Seller or the Company prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date Closing in the form attached hereto same manner as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after service has been recognized by Seller or the date hereof Company for purposes of determining seniority rights and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located accrued but unused vacation and/or sick pay, except where recognition of such service would result in Canadaduplication of benefits provided. In addition, Buyer’s offer for a period of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(aone (1) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months year after the Closing Date, each Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns that continues to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the Return costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, if anyor as soon as practicable thereafter, and Seller shall remain responsible make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all Liabilities associated with such Business Employee periods before the Closing Date. Upon the request of Seller made within one (including for 1) year after the payment Closing Date, Buyer shall cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or provision sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of any compensation the Internal Revenue Code of the assets allocated to the accounts of Employees and benefits)of the liabilities attributable thereto.

Offers of Employment. No later than ten Each Employee who is not an Automatic Transferred Employee is referred to herein as an “Offer Employee”. Buyer shall, or shall cause a Buyer Corporation to, make an offer of employment to such Offer Employee (10which offer may be of at-will employment to the extent permitted by applicable Law) Business Days in accordance with the provisions of this Article 8, at least fifteen (15) days prior to the anticipated Employee Transfer DateClosing Date (or such longer period required by applicable Law, Seller shall deliver the terms of any applicable Union Contract or to Buyer avoid statutory, contractual, common law or other severance obligations, including any compensation or benefits payable during a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(atermination notice period), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Closing (or such later date as provided in Section 8.5); provided that, in the case of any Excepted Jurisdictions, the foregoing shall be subject to the applicable Excepted Selling Corporations having received and accepted the terms of their respective Local Offer Letters and executing the Business Transfer DateDocuments. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s Any such offer of employment shall bebe for a position that is comparable to the type of position held by such Offer Employee immediately prior to the Closing Date, as at a geographic location that is within fifty (50) miles of the date Offer Employee’s place of work immediately prior to the Business Closing Date, and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is unavoidable pursuant to applicable Law or the terms of any applicable Union Contract, and shall otherwise comply in all respects with applicable Law. Each such Offer Employee commences who accepts such offer of employment from Buyer or a Buyer Corporation, including any Offer Inactive Employee (as defined below) who accepts an offer of employment from Buyer or a Buyer Corporation described in Section 8.5, collectively with Buyereach Automatic Transferred Employee, is referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability Except as otherwise specifically provided in this Article 8 or other leave of absence and who accepts any offer of employment with Buyer in accordance with to the preceding sentences (an “Inactive Employee”) will become employed extent required by Buyer applicable Law, effective as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive Effective Time (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans, other than any such plan that is sponsored, maintained, contributed to or required to be employed contributed to by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Transferred Entity.

Offers of Employment. No later than ten (10) Business Days prior Prior to the anticipated Employee Closing Date, Opco shall make a written offer of employment to each Applicable Employee, effective upon the Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than the salary or wage rates received by the Applicable Employees immediately prior to the Transfer Date, (ii) provide an annual incentive compensation opportunity that is comparable to the Applicable Employee’s annual incentive compensation opportunity immediately prior to the Closing Date; provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the Closing Date may be adjusted by Opco in its sole discretion, and (iii) be for employment at the same work location (or within 30 miles of such location) and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Transfer Date. Buyer For purposes of this Agreement, each of the Applicable Employees who affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall become a “Transferred Employee” on the latest of (i) the Closing Date, (ii) the first Business Day following the end of the Lease Period (subject to continued employment) (as defined in the Master Employee Leasing Agreement), or (iii) if such Applicable Employee is identified on Schedule 5.5(a)(ii) as on disability (long term or short term) or on leave of absence (each such Applicable Employee, an “Absent Employee”) and, as applicable, has not returned to active employment prior to the end of the Lease Period, the date on which such individual returns to active employment (provided such individual must return to active employment within six months of the Closing Date, otherwise such individual’s offer of employment will automatically expire). Without limiting the foregoing, for purposes of this Agreement, the “at willTransfer Date” employment to those shall mean the date on which an Applicable Employee becomes a Transferred Employee in accordance with the immediately preceding sentence. Effective as of the first Business Day following the end of the Lease Period, Opco agrees that the Applicable Employees identified on Schedule 6.3(a5.5(a)(iii) as being necessary for Seller’s performance of their respective obligations under this Agreement or the Transition Services Agreement (each such Applicable Employee, a “Necessary Employee”); provided, that with respect shall be made available to Business Employees located in Canada, Buyer’s offer Seller at the sole expense of employment shall comply with applicable LawOpco until such time as such Necessary Employee is no longer necessary for Seller to satisfy such obligations under the Transition Services Agreement. Except as set forth in the immediately succeeding sentence, All such offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”5.5(a) will become employed by Buyer as of the date he or she returns to active be for employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the dateat-will, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a and Opco may terminate any Transferred Employee or be employed by Buyer until at any time and for any reason following the Return applicable Transfer Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits).

Offers of Employment. No later than ten (10a) Business Days prior to Before the anticipated Employee Transfer Closing Date, Seller shall deliver and after having an opportunity to interview the Employees, Buyer a list or an Affiliate of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s make an offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee, including Employees who are receiving short-term disability benefits or are on family, medical, long-term disability, administrative or military leave or any other type of leave that entitles the Employee will to reinstatement upon completion of the leave under the applicable leave policy of Seller or its Affiliates or pursuant to applicable Law (each an “Employee on Leave”), which such offer shall be effective as of the Effective Time. At least five (5) days prior to the Closing, Buyer shall inform Seller which Employees (other than any Employee’s on Leave) have accepted the offers made to them and each such Employee Transfer Date. Each Business (each, a “Transferred Employee”; any Employee of Seller who is offered employment pursuant does not accept the offer made to this Section 6.3(a) and who accepts Buyer’s offer him or her by Buyer or an Affiliate of employment Buyer shall be, as of the date the Business Employee commences employment with Buyer, be referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Retained Employee”) will shall become employed by Buyer or its Affiliate as of the date he or she returns Effective Time; except that any Employee on Leave shall have thirty (30) days after returning to active employmentwork status to accept Buyer’s offer of employment and upon acceptance of such offer shall become employed by Buyer or its Affiliate as of the Effective Time and shall be deemed to be a Transferred Employee. If an Inactive Employee does not return to active employment on During the same or more extensive period of time from the Effective Time through the date that is twelve (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (612) months after the Employee Transfer Date or such later date as is required under applicable Law Effective Time (the date, if any, within such period on which the employee returns to active employment, the “Return DateTransition Period”), then such Inactive Employee will not become a Buyer or its Affiliate shall provide each Transferred Employee with (i) the same or be employed by Buyer until substantially similar job duties as such Transferred Employee had immediately prior to the Return DateClosing; (ii) a salary or hourly wage, if anyas applicable, and bonus and other compensation that is at least equivalent to that earned by such Transferred Employee immediately prior to the Closing; and (iii) benefits that are substantially comparable in the aggregate to the benefits provided to such Transferred Employee immediately prior to the Closing. Notwithstanding any provision this Agreement to the contrary, Seller understands, acknowledges and agrees that Seller shall remain responsible for all Liabilities associated with such Business Employee (including solely be liable for the payment or provision COBRA obligations of any compensation and benefits)all Retained Employees.

Offers of Employment. No later than ten (10) Business Days prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). The Buyer shall offer “at will” employment employment, to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Closing Date, to the Key Employees and those other Employees identified on Schedule 13.01 of the Disclosure Letter (collectively, the “Offered Employees”) on terms and conditions which, in the aggregate, are no less favorable to those under which such Offered Employees are currently employed in terms of title, years of service, compensation, benefits, hours of work and location, and with duties that are comparable to those enjoyed by such Offered Employees immediately prior to the Closing Date. Each Business Buyer shall recognize the past service of Transferred Employees with Seller for all purposes, including for the purposes of any notice of termination, termination pay or severance pay required by contract, statute or common law. To the extent requested by Buyer, all service-based entitlements will be paid by Seller to the Transferred Employees immediately prior to the Closing Date (the “Employee who is offered employment pursuant Payments”). Subject to this Section 6.3(a) the payment of the Employee Payments and who accepts Buyer’s assuming that the offer of employment shall bemade by the Buyer to the Offered Employees is on terms such that the Offered Employees would be obligated to accept the same in order to comply with their common law duty to mitigate their losses arising from their termination of employment with Seller, as of the date Closing Date, Seller shall have no liabilities to any of the Business Employee commences Transferred Employees arising from their employment with BuyerSeller prior to the Closing other than commission owing to Transferred Employees who form part of Seller’s sales staff, referred which commission becomes due and payable to herein as a such Employees upon the customer paying the amounts invoiced after Closing (“Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return DateContingent Commission”), then which such Inactive Employee will not become a Transferred Employee or Contingent Commission shall be employed paid by Buyer until Buyer. From and after the Return Closing Date, if any, and Seller shall remain responsible for Buyer agrees to comply in all Liabilities associated material respects with such Business Employee (including for all Applicable Laws with respect to the payment or provision termination of employment of any compensation and benefits)Transferred Employee.

Offers of Employment. No later than ten (10) Business Days On or prior to the anticipated Effective Date of this Agreement, the Company intends to enter into employment agreements with the individuals listed on Exhibit A hereto (each a “Key Employee”), and to make a written offer of employment to each individual listed on Exhibit B hereto (each, an “Offer Employee”). Each Key Employee Transfer who enters into such an employment agreement and a customary non-disparagement and release agreement with the Manager including provisions substantially similar to those set forth on Exhibit C (“Separation Agreement”), and each Offer Employee who accepts such offer of employment, shall become employed by the Company or one of its subsidiaries on or immediately following the Effective Date, Seller . The Company shall deliver use its commercially reasonable best efforts to Buyer a list of cause each Offer Employee to enter into customary non-disparagement and release agreements with the expected Business Employees as of Manager including provisions substantially similar to the anticipated Employee Transfer Date corresponding terms set forth in the form attached hereto as Schedule 6.3(a)Separation Agreements, to the extent any such Offer Employee is not already subject to similar agreements with such updates as are necessary the Manager. Pursuant to reflect Federal-Mogul Chassis LLC April 29this Section 2.01, 2014 employee resignations after the date hereof Manager hereby acknowledges and agrees that (i) it shall not terminate any Key Employee or Offer Employee prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(bEffective Date (other than (a) and the identification of any Inactive Employees for Cause (as defined below) and with written notice to the Company or (b) with the written consent of the Company, such consent not to be unreasonably delayed or withheld). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that and (ii) with respect to Business Employees located in Canada, Buyer’s any Key Employee who enters into such an employment agreement or Offer Employee who accepts such offer of employment shall comply with applicable Law. Except employment, it will not seek to enforce any non-competition, non-solicitation or, except as set forth in the immediately succeeding sentenceSeparation Agreements, offers other post-employment restriction with respect to such Key Employee or Offer Employee under the Management Agreement or any employment or other service agreement, or otherwise seek to enjoin such individual from providing services to the Company or any of employment extended by Buyer its affiliates following the Effective Date, or, in the case of any Key Employee or Offer Employee terminated for Cause, at any time prior to each Business Employee will be effective or following the Effective Date. For purposes of this Section 2.01, “Cause” shall mean the employee’s (a) material misconduct as an employee of the Manager or the Company; (b) material violation of U.S. securities laws or any criminal conduct which is punishable as a felony or involving moral turpitude; (c) material violation of the Company’s or the Manager’s policies, including a material violation of the Manager’s Employee Transfer Date. Each Business Employee who is offered employment pursuant Handbook or Compliance Manual; (d) material breach of the terms of any applicable offer letter agreement or Confidentiality, Nonsolicitation and Inventions Agreement; (e) willful failure to this Section 6.3(aperform his or her responsibilities as an employee of the Manager and/or the Company; (f) dishonesty, theft or misappropriation in connection with the performance of his or her responsibilities to the Manager or the Company; or (g) act of bad faith, self-dealing or breach of a fiduciary duty owed to the Manager, the Company or any of their respective affiliates, provided that for purposes of (a), (c), (d) and who accepts Buyer’s offer (e), Cause shall only exist after the Manager notifies the employee in writing of employment such circumstances which it believes constitute Cause and the employee fails to cure such circumstances within fifteen days thereafter; and provided further that for purposes of (f) and (g), Cause shall beonly exist after the Manager notifies the employee in writing of such circumstances which it believes constitute Cause and provides the employee with the opportunity to explain his or her conduct. In order to constitute Cause, as the Manager must notify the employee of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave Cause event within thirty days of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as learning of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on event that the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Manager believes constitutes Cause.

Offers of Employment. No Schedule 5.4(a) sets forth the Employees (the “Potential Employees”). Buyer shall make formal offers of employment to the Potential Employees no later than ten the date next-following the Closing Date (10) Business Days prior to the anticipated Employee Transfer “Offer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a”), with such updates as are necessary offers to reflect Federal-Mogul Chassis LLC April 29remain open until the close of business, 2014 employee resignations after the date hereof and prior to the Trigger EventDallas, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b)TX local time, employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below)on Monday, January 26, 2015. Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s Each such offer of employment shall comply with applicable Law. Except provide for employment (i) at a base salary or wage rate that is no less than the base salary or wage rate, as applicable, provided to such Potential Employee immediately prior to the Closing as set forth in a schedule previously provided to Buyer in folder VIII in the immediately succeeding sentencevirtual data room, offers of employment extended (ii) at an annual cash bonus incentive opportunity that is no less favorable than that provided to such Potential Employee by Sellers for calendar year 2014 as set forth in a schedule previously provided to Buyer in folder VIII in the virtual data room and (iii) in a position reasonably commensurate with such Potential Employee’s skill set as determined by Buyer in good faith. The Sellers shall cooperate with and use their commercially reasonable efforts to make such Potential Employees accessible to Buyer. With respect to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who that accepts Buyer’s an offer of employment with Buyer or its Affiliates, whether upon or following the Closing, the Sellers shall beterminate for all purposes (including under all Seller Plans) the employment of each such Employee, as of effective (i) immediately prior to the date the Business Closing for those Employees who commence employment with Buyer or its Affiliates at Closing, and (ii) immediately prior to commencing employment with Buyer or its Affiliates for those Employees who commence employment with Buyer or its Affiliates after Closing. Each Employee who so commences employment with BuyerBuyer or an Affiliate thereof, whether upon or following the Closing, shall hereinafter be referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefits)Closing.

Offers of Employment. No Prior to the Closing Date, Seller and/or Holdco shall cause Opco to make an offer of employment to each Applicable Employee effective on the later of the Closing Date or the first Business Day on which the Applicable Employee is actively at work (“Employment Effective Date”), which offer shall (i) be at salary or hourly wage rates (as the case may be) not less than ten (10) Business Days the salary or wage rates received by the Applicable Employees immediately prior to the anticipated Employee Transfer Closing Date, Seller shall deliver (ii) provide an annual incentive compensation opportunity that is comparable to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and Applicable Employee’s annual incentive compensation opportunity immediately prior to the Trigger EventClosing Date, employee terminations provided that the performance metrics applicable to any such annual incentive compensation opportunity provided after the date hereof Closing Date may be adjusted by Opco in its sole discretion, (iii) be for employment at the same work location and in the same or substantially similar positions and with similar duties to the positions held by, and the duties performed by, the Applicable Employees immediately prior to the Trigger Event in accordance with Section 5.1(b)Closing Date, employee hires after and (iv) be conditioned on the date hereof and prior Applicable Employee’s agreement to the Trigger Event in accordance with Section 5.1(b) Buyer’s Employee Confidentiality and Non-Disclosure Agreement and Team Member Guide. For purposes of this Agreement, each of the identification of any Inactive Applicable Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyerwho affirmatively accepts Opco’s offer of employment and commences working for Opco on or after the Closing Date shall comply with applicable Lawbecome a “Transferred Employee” on his or her Employment Effective Date. Except as set forth in the immediately succeeding sentencewith respect to any Critical Employee, all such offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”5.05(a) will become employed by Buyer as of be for employment at will, and Opco may terminate any Transferred Employee at any time and for any reason following the date he or she returns to active employmentClosing Date. If an Inactive Employee does All Applicable Employees who are not return to active employment actively at work on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Closing Date or such later date as is required under applicable Law (the date, if any, within such period shall be identified on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until the Return Date, if any, and Seller shall remain responsible for all Liabilities associated with such Business Employee (including for the payment or provision of any compensation and benefitsSchedule 5.5(a).

Offers of Employment. No later than ten Buyer agrees that it will offer employment to all active Employees, and all Employees on approved leaves of absence of 90 days or less, currently working exclusively for the Business on the Closing Date. Each such Employee shall be offered such employment at a minimum of his or her basic annual salary (10including any stay bonuses and other bonuses) Business Days in effect on the date of this Agreement. Buyer shall treat each Hired Employee's service with Seller or the Company prior to the anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the anticipated Employee Transfer Date Closing in the form attached hereto same manner as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after service has been recognized by Seller or the date hereof Company for purposes of determining seniority rights and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located accrued but unused vacation and/or sick pay, except where recognition of such service would result in Canadaduplication of benefits provided. In addition, Buyer’s offer for a period of employment shall comply with applicable Law. Except as set forth in the immediately succeeding sentence, offers of employment extended by Buyer to each Business Employee will be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(aone (1) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the preceding sentences (an “Inactive Employee”) will become employed by Buyer as of the date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months year after the Closing Date, each Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns that continues to active employment, the “Return Date”), then such Inactive Employee will not become a Transferred Employee or be employed by Buyer until shall be eligible to receive benefits under Employee Benefits Plans sponsored or maintained by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute (and for the Return costs of which Seller shall not be responsible), which, in the aggregate, are substantially similar to the benefits for which such Employee was eligible immediately before the Closing Date under the Employee Benefit Plans maintained or sponsored by Seller or its Affiliates, or to which Seller or its Affiliates contributed. Each Employee's period of service and compensation history with Seller or its Affiliates shall be counted strictly for purposes of determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute. Each Employee shall be covered as of his date of hire under such Employee Benefit Plan maintained or sponsored by Buyer or its Affiliates, or to which Buyer or its Affiliates contribute, providing health care benefits (whether or not through insurance) without regard to any waiting period or any condition or exclusion based on any pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and shall receive full credit for any co-payments or deductible payments, or account balances under any cafeteria or flexible spending plan made before the Closing Date to the extent Seller transfers the amount of such account balances under such cafeteria or flexible spending plan to Buyer or Buyer's Employee Benefit Plans. As of the Closing Date, if anyor as soon as practicable thereafter, and Seller shall remain responsible make all required contributions to the HPI 401(k) Investment Plan and all other Employee Benefit Plans sponsored or maintained by Seller for all Liabilities associated with such Business Employee periods before the Closing Date. Upon the request of Seller made within one (including for 1) year after the payment Closing Date, Buyer shall cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or provision sponsored by Buyer or its Affiliates to accept from the HPI 401(k) Investment Plan a plan-to-plan transfer under Section 414(l) of any compensation the Internal Revenue Code of the assets allocated to the accounts of Employees and benefits)of the liabilities attributable thereto.

Offers of Employment. No later Prior to the Closing, Purchaser shall offer no fewer than ten (10) Business Days 200 Employees employment with Purchaser or one of Purchaser’s affiliates, commencing as of the Closing, in a position that is comparable to such Employee’s position immediately prior to the anticipated Employee Transfer DateClosing (including level of responsibility, Seller shall deliver to Buyer a list of compensation, authority and location) on the expected Business Employees as of the anticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Mogul Chassis LLC April 29, 2014 employee resignations after the date hereof and prior to the Trigger Event, employee terminations after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b), employee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as terms set forth in the immediately succeeding sentence, offers this Article VI. The Employees so hired by Purchaser or one of employment extended by Buyer to each Business Employee will Purchaser’s affiliates shall be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and who accepts Buyer’s offer of employment shall be, as of the date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business With respect to any such Employee who who, as of the Closing, is on disability or other leave of absence absence, including any Employee who has a right to reemployment under the Uniformed Services Employment and who accepts Reemployment Rights Act, as amended, and any similar applicable Law (a “Leave Employee”), Purchaser shall offer of employment with Buyer Purchaser or one of Purchaser’s affiliates commencing on such date as the Employee’s disability leave of absence or military leave ends, in accordance a position that is comparable to such Employee’s position immediately prior to the commencement of such leave (including level of responsibility, compensation, authority and location) on the terms set forth in this Article VI, and otherwise in compliance with applicable Law. Each Employee hired by Purchaser or one of Purchaser’s affiliates under the preceding sentences (an sentence shall be referred to as a “Inactive Delayed Transferred Employee”. Seller has provided a list of all employees on a leave of absence (other than permanent leave) will become employed by Buyer as of the date he or she returns of this Agreement, and Seller agrees to active employmentupdate such list at Purchaser’s reasonable request. If an Inactive A Delayed Transferred Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date or such later date as is required under applicable Law (the date, if any, within such period on which the employee returns to active employment, the “Return Date”), then such Inactive Employee will not shall become a Transferred Employee as of the commencement of such Delayed Transferred Employee’s employment with Purchaser or one of Purchaser’s affiliates, but shall prior to such time remain an Employee of Seller. Throughout this Agreement, all references to events that take place with respect to Transferred Employees as of the Closing shall take place with respect to a Delayed Transferred Employee as of such Delayed Transferred Employee’s commencement of employment with Purchaser or one of Purchaser’s affiliates. Nothing herein shall be employed construed (a) as a representation or guarantee by Buyer until Seller or any of its affiliates that some or all of the Return Date, if any, and Seller shall remain responsible for all Liabilities associated Employees will accept the offer of employment from Purchaser or one of Purchaser’s affiliates or will continue in employment with such Business Employee Purchaser or one of Purchaser’s affiliates following the Closing or (including for b) as amending or expanding in any manner Seller’s obligations under the payment or provision of any compensation and benefits)Guild Contract.